L'ange Hair

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and
between L’ange Hair, Inc. ("L’ange Hair" or "we"), and the party submitting an application to
become a L’ange Hair affiliate (“Affiliate”). The terms and conditions contained in this Agreement
apply to Affiliate's participation with the Affiliate Program. In connection with the Affiliate Program,
Affiliate may see offers (each, an “Offer”) by L’ange Hair or a third party (each such third party a
"Client") that may link to a specific web site for that particular Offer ("Program Web Site").
Furthermore, each Offer may have additional terms that are incorporated as part of this
Agreement. By submitting an application or participating in an Offer, Affiliate expressly consents
to all the terms and conditions of this Agreement and the individual accepting this Agreement
represents that he or she has the authority to bind the Affiliate to the terms of this Agreement.
Enrollment in the Affiliate Program
Affiliate must submit an Affiliate Program application from L’ange Hair. Affiliate must provide
accurate and complete information in Affiliate's application. After L’ange Hair reviews Affiliate's
application, L’ange Hair will notify Affiliate of Affiliate's acceptance or rejection to the Affiliate
Program. L’ange Hair may accept or reject Affiliate's application at L’ange Hair’s sole discretion
for any reason.
Obligations of the Parties
Subject to L’ange Hair’s acceptance of Affiliate as an affiliate and Affiliate's continued compliance
with the terms and conditions of this Agreement, L’ange Hair agrees as follows:
1. L’ange Hair will make available to Affiliate via the Affiliate Program graphic and textual
links to the Program Web Site and/or other creative materials (collectively, the "Links")
which Affiliate may display on web sites owned or controlled by Affiliate, in emails sent by
Affiliate and in online advertisements (collectively, "Media"). The Links will serve to identify
Affiliate as a member of L’ange Hair’s Affiliate Program and will establish a link from
Affiliate's Media to the Program Web Site.
2. L’ange Hair will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified
Action" means an individual person who (i) accesses the Program Web Site via the Link,
where the Link is the last link to the Program Web Site, (ii) is not a computer generated
user, such as a robot, spider, computer script or other automated, artificial or fraudulent
method to appear like an individual, real live person (as determined by L’ange Hair ), (iii)
is not using pre-populated fields, (iv) completes all of the information required for such
action within the time period allowed by L’ange Hair, and (v) is not later determined by
L’ange Hair to be fraudulent, incomplete, unqualified or a duplicate user.
3. L’ange Hair will pay Affiliate any Commissions earned on a monthly basis, provided that
the total Commissions L’ange Hair owes you is greater than $25. Accounts with a balance
of less than $25 will roll over to the next month and will continue to roll over monthly until
the $25 minimum is reached. L’ange Hair reserves the right to charge back to Affiliate's
account any previously paid Qualified Actions that are later determined to have not met
the requirements to be a Qualified Action.
4. Payment for Commissions is dependent upon Clients providing such funds to L’ange Hair,
and therefore, Affiliate agrees that L’ange Hair shall only be liable to Affiliate for
Commissions to the extent that L’ange Hair has received such funds from the Clients.
5. L’ange Hair shall automatically generate an invoice on behalf of Affiliate for all
Commissions payable under this Agreement and shall remit payment to Affiliate based
upon that invoice. All tracking of Links and determinations of Qualifed Actions and
Commissions shall be made by L’ange Hair in its sole discretion. In the event that Affiliate
disputes in good faith any portion of an invoice, Affiliate must submit that dispute to L’ange
Hair in writing and in sufficient detail within thirty (30) days of the date on the invoice. If
Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it
irrevocably waives any claims or challenges based upon that invoice. In the event that
Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must
provide L’ange Hair with Affiliate's reports within three (3) days after 30th day of the
calendar month, and if L’ange Hair's and Affiliate's reported statistics vary by more than
10% and L’ange Hair reasonably determines that Affiliate has used generally accepted
industry methods to track Qualified Actions, then L’ange Hair and Affiliate agree to make
a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a
reconciliation, then L’ange Hair's numbers shall govern.

6. If Affiliate has an outstanding balance due to L’ange Hair under this Agreement or any
other agreement between the Affiliate and L’ange Hair, whether or not related to the
Affiliate Program, Affiliate agrees that L’ange Hair may offset any such amounts due to
L’ange Hair from amounts payable to Affiliate under this Agreement.
Affiliate also agrees that:
1. It has sole responsibility for the development, operation, and maintenance of, and all
content on or linked to, the Media.

2. All materials posted on the Media or otherwise used in connection with the Affiliate
Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal
rights of any third party, and (iii) do not contain or link to any material which is harmful,
threatening, defamatory, obscene, sexually explicit, harassing, promotes violence,
promotes discrimination (whether based on sex, religion, race, ethnicity, nationality,
disability or age), promotes illegal activities (such as gambling), contains profanity or
otherwise contains materials that L’ange Hair informs Affiliate that it considers
objectionable (collectively, "Objectionable Content").

3. It will not make any representations, warranties or other statements concerning L’ange
Hair or Client or any of their respective products or services, except as expressly
authorized herein.

4. The Media does not copy or resemble the look and feel of the Program Web Site or create
the impression that the Media is endorsed by L’ange Hair or Clients or a part of the
Program Web Site, without prior written permission from L’ange Hair.

5. It will comply with all (i) obligations, requirements and restrictions under this Agreement
and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the
Links.

6. It will comply with the terms, conditions, guidelines and policies of any third-party services
used by Affiliate in connection with the Affiliate Program, including but not limited to, email
providers, social networking services and ad networks.

7. It will always prominently post and make available to end-users, including prior to the
collection of any personally identifiable information, a privacy policy in compliance with all
applicable laws that clearly and thoroughly discloses all information collection, use and
sharing practices, including providing for the collection of such personally identifiable
information in connection with the Affiliate Program and the provision of such personally
identifiable information to L’ange Hair and Clients for use as intended by L’ange Hair and
Clients.

8. It will always prominently post and make available to end-users any terms and conditions
in connection with the Offer set forth by L’ange Hair or Client, or as required by applicable
laws regarding such Offers.

9. It will not place L’ange Hair ads on any online auction platform (i.e. eBay, Amazon, etc).

10. Affiliate agrees that during the time that Affiliate is promoting Integra Beauty, Inc.'s
products pursuant to the terms of this Agreement, and for a period of 180 days thereafter,
Affiliate shall not promote any other hair products for any competitor of Integra Beauty,
Inc.
The following additional program-specific terms shall apply to any promotional programs set forth
below:
1. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List"
from the Offers section of L’ange Hair. Affiliate shall filter its email list by removing any
entries appearing on the Suppression List and will only send emails to the remaining
addresses on its email list. L’ange Hair will provide an opt-out method in all Links, however,
if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them
to L’ange Hair. Affiliate's emails containing the Links may not include any content other
than the Links, except as required by applicable law.
a. Affiliate agrees that failure to download the Suppression List and remove all emails
from the database before mailing may result in Commission withholdings, removal
or suspension from all or part of the Affiliate Program, possible legal action and
any other rights or remedies available to L’ange Hair pursuant to this Agreement
or otherwise. Affiliate further agrees that it will not mail or market to any
suppression files generated through the L’ange Hair network, and that doing so
may result in Commission withholdings, removal or suspension from the Affiliate
Program, possible legal action and any other rights or remedies available to L’ange
Hair pursuant to this Agreement or otherwise.
2. Advertising Campaigns. No Links can appear to be associated with or be positioned on
chat rooms or message or bulletin boards unless otherwise agreed by L’ange Hair in
writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as
being served by Affiliate in the title bar of the window and any client-side ad serving
software used by Affiliate shall only have been installed on an end-user's computer if the
function of the software is clearly disclosed to end-users prior to installation, the installation
is pursuant to an affirmatively accepted and plain-English end user license agreement and
the software be easily removed according to generally accepted methods.

3. Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks,
Affiliate agrees to place the Links in its affiliate network (the "Affiliate Network") for access
and use by those affiliates in the Affiliate Network (each a "Third Party Affiliate"). Affiliate
agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way.
Affiliate agrees to maintain its Affiliate Network according to the highest industry
standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose web site
or business model involves content containing Objectionable Content. All Third-Party
Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all
Third-Party Affiliates affirmatively accept, through verifiable means, the terms of this
Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any
Third-Party Affiliate who takes, or could reasonably be expected to take, any action that
violates the terms and conditions of this Agreement. In the event that either party suspects
any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly
disclose to L’ange Hair the identity and contact information for such Third-Party Affiliate.
Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and
terminate their access to future Offers of L’ange Hair in the Affiliate Network upon written
notice from L’ange Hair. Affiliate shall remain liable for all acts or omissions of any ThirdParty Affiliate.
Confidentiality
For purposes of the Agreement, "Confidential Information" shall mean all data and information, of
a confidential nature or otherwise, disclosed during the term of the Agreement by one party
("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving
Party knows or should know that the Disclosing Party regards as confidential including, but not
limited to:
1. a party's business plans, strategies, know how, marketing plans, suppliers, sources of
materials, finances, business relationships, personally identifiable end-user information,
pricing, technology, employees, trade secrets and other non-public or proprietary
information whether written, oral, recorded on tapes or in any other media or format;
2. the material terms of the Agreement; and
3. any information marked or designated by the Disclosing Party as confidential.
The Receiving Party agrees to hold all Confidential Information in trust and confidence and,
except as may be authorized by the Disclosing Party in writing, shall not use such Confidential
Information for any purpose other than as expressly set forth in the Agreement or disclose any
Confidential Information to any person, company or entity, except to those of its employees and
professional advisers:
1. who need to know such information in order for the Receiving Party to perform its
obligations hereunder; and
2. who have entered into a confidentiality agreement with the Receiving Party with terms at
least as restrictive as those set forth herein.
Confidential information shall not include any information that the Receiving Party can verify with
substantial proof that:

1. is generally available to or known to the public through no wrongful act of the receiving
party;
2. was independently developed by the Receiving Party without the use of Confidential
Information; or
3. was disclosed to the Receiving Party by a third party legally in possession of such
Confidential Information and under no obligation of confidentiality to the Disclosing Party.
The Receiving Party agrees that monetary damages for breach of confidentiality may not be
adequate and that the disclosing party shall be further entitled to injunctive relief, without the
requirement to post bond.
Limited License & Intellectual Property
Affiliate may not alter, modify, manipulate or create derivative works of the Links or any L’ange
Hair graphics, creative, copy or other materials owned by, or licensed to, L’ange Hair in any way.
Affiliate is only entitled to use the Links to the extent that Affiliate is a member in good standing
of the Affiliate Program. L’ange Hair may revoke Affiliate's license any time by giving Affiliate
written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant
Affiliate any rights to any of L’ange Hair's trademarks, service marks, copyrights, patents or trade
secrets. Affiliate agrees that L’ange Hair may use any suggestion, comment or recommendation
Affiliate chooses to provide to L’ange Hair without compensation for any purpose. All rights not
expressly granted in this Agreement are reserved by L’ange Hair.
Termination
This Agreement shall commence on the date of L’ange Hair's approval of Affiliate's Affiliate
Program application and shall continue thereafter until terminated as provided herein. Affiliate
may terminate Affiliate's participation in the Affiliate Program at any time by removing all Links
from Affiliate's Media and deleting all copies of the Links. L’ange Hair may terminate Affiliate's
participation in one or more Offers or this Agreement at any time and for any reason which L’ange
Hair deem appropriate with or without prior notice to Affiliate by disabling the Links or providing
Affiliate with a written notice. Upon termination of Affiliate's participation in one or more Offers or
this Agreement for any reason, Affiliate will immediately cease all use of and delete all Links, plus
all L’ange Hair or Client intellectual property, and will cease representing yourself as a L’ange
Hair or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes
of action and any provisions, which by their terms are intended to survive termination, shall survive
any termination.
Suspension
In addition to any other rights and remedies available to L’ange Hair under this Agreement L’ange
Hair reserves the right to delete any actions submitted through Affiliate's Links and withhold and
freeze any unpaid Commissions or charge back paid Commissions to Affiliate's account if (i)
L’ange Hair determines that Affiliate has violated this Agreement, (ii) L’ange Hair receives any
complaints about Affiliate's participation in the Affiliate Program which L’ange Hair reasonably
believes is in violation this Agreement or (iii) any Qualified Action is later determined to have not
met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or
freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to
whether or not such Commissions were earned as a result of such breach. In the event of a
material breach of this Agreement, L’ange Hair reserves the right to disclose Affiliate's identity
and contact information to appropriate law enforcement or regulatory authorities or any third party
that has been directly damaged by Affiliate's actions. Such suspension will be in addition to L’ange
Hair's available rights and remedies.
Anti-Spam Policy
Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent
in connection with the Affiliate Program must include the appropriate party's opt-out link. From
time to time, L’ange Hair may request - prior to Affiliate's sending emails containing linking or
referencing the Affiliate Program that Affiliate submit the final version of Affiliate's email to L’ange
Hair for approval by sending it to Affiliate's L’ange Hair representative and upon receiving written
approval from L’ange Hair of Affiliate's email the email may be transmitted to third parties.
It is solely Affiliate's obligation to ensure that the email complies with the Act. Affiliate agrees not
to rely upon L’ange Hair's approval of Affiliate's email for compliance with the Act or assert any
claim that Affiliate are in compliance with the Act based upon L’ange Hair's approval.
Fraud
Affiliate is expressly prohibited from using any persons, means, devices or arrangements to
commit fraud, violate any applicable law, interfere with other affiliates or falsify information in
connection with referrals through the Links or the generation of Commissions or exceed Affiliate's
permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using
automated means to increase the number of clicks through the Links or completion of any required
information, using spyware, using stealware, cookie-stuffing and other deceptive acts or clickfraud. L’ange Hair shall make all determinations about fraudulent activity in its sole discretion.
Representations and Warranties
The parties agree to the terms in the General Data Protection Regulation Data Processing
Addendum, which is incorporated into this Agreement.
Affiliate represents and warrants that:
2. it has the power and authority to enter into and perform its obligations under the
Agreement;
3. at all times, the Media and Affiliate itself will comply with all applicable foreign, federal,
state or local laws, rules, regulations and ordinances including, without limitation, the
Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission
Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection
Practices Act, the Federal Communications Act, and all rules and regulations promulgated
under any of the foregoing, as well as all applicable state laws including, without limitation,
the California Financial Privacy Act and the Vermont Consumer Protection Act, and all
rules and regulations promulgated under such state laws (collectively, "Laws");
4. it owns and/or has any and all rights in the Media as contemplated by the Agreement;
5. at all times, the Media and Affiliate itself will not violate any applicable rights of any third
party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property
right;
6. Affiliate has a reasonable basis for any and all claims made within the Media and
possesses appropriate documentation to substantiate such claims;
7. Affiliate shall fulfill all commitments made in the Media;
8. no Media is targeted to end-users under the age of eighteen (18);
9. prior to loading any computer program onto an individual's computer including, without
limitation, programs commonly referred to as adware and/or spyware, and cookies,
Affiliate shall provide clear and conspicuous notice to, and shall obtain the express
consent of, such individual to install such computer program and/or cookies;
10. the Media does not and will not:
a. contain any misrepresentations or content that is defamatory;
b. contain content that is violent, obscene, offensive, including content that contains
nudity or implied nudity or content that is morally or ethically offensive or sexually
suggestive;
c. promote or support gambling or sweepstakes or contests; or
d. contain any "worm," "virus" or other device that could impair or injure any person
or entity;
11. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, prohibited
from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S.
law and regulation including, but not limited to, regulations issued by the U.S. Office of
Foreign Assets Control ("OFAC"); and
12. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, a Specially
Designated National ("SDN"), as OFAC may so designate from time to time.
Modifications
In addition to any notice permitted to be given under this Agreement, L’ange Hair may modify any
of the terms and conditions of this Agreement at any time by providing Affiliate with a notification
by email. The changes will become effective ten (10) business days after such notice. If the
modifications are unacceptable to Affiliate, Affiliate may terminate this Agreement without penalty
solely on the account of such termination within such ten (10) business day period. Affiliate's
continued participation in this Affiliate Program ten (10) business days after a change notice has
been posted will constitute Affiliate's acceptance of such change.
In addition, L’ange Hair may change, suspend or discontinue any aspect of an Offer or Link or
remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate
agrees to promptly implement any request from L’ange Hair to remove, alter or modify any Link,
graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
Independent Investigation

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions.
Affiliate has independently evaluated the desirability of participating in the Affiliate Program and
each Offer and is not relying on any representation, guarantee or statement other than as set
forth in this Agreement or on the Affiliate Program.
Indemnification
Affiliate shall irrevocably defend, indemnify and hold L’ange Hair and Clients and each of their
respective employees, officers, directors, members, managers, shareholders, contractors and
agents harmless from and against any and all liability, loss, damage or expense (including, without
limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any
allegation, claim or cause of action, involving:
1. Affiliate's breach of the Agreement;
2. the Media; and/or
3. any claim that L’ange Hair is obligated to pay any taxes in connection with Affiliate's
participation hereunder.
Disclaimers
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED
IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS
EXPRESSLY SET FORTH HEREIN, L’ANGE HAIR EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE
OF DEALING, USAGE, OR TRADE. L’ANGE HAIR DOES NOT WARRANT THAT THE
AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR
THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY
ERROR-FREE OR UNINTERRUPTED. L’ANGE HAIR EXPRESSLY DISCLAIMS ANY
LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.
L’ANGE HAIR DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC
AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL L’ANGE HAIR BE LIABLE FOR ANY UNAVAILABILITY OR
INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION,
COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY,
DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF
L’ANGE HAIR. IN NO EVENT WILL L’ANGE HAIR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS
OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND
WHETHER OR NOT L’ANGE HAIR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
L’ANGE HAIR'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION
AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE
AMOUNTS PAID TO AFFILIATE BY L’ANGE HAIR IN COMMISSIONS DURING THE SIX (6)
MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Force Majeure
Other than with respect to payment obligations arising hereunder, neither party will be liable, or
be considered to be in breach of this Agreement, on account of such party's delay or failure to
perform as required under the terms of this Agreement as a result of any causes or conditions
that are beyond such party's reasonable control and that such party is unable to overcome through
the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force
Majeure Event occurs including, without limitation, acts of God, fires, explosions,
telecommunications, Internet or Affiliate Network failure, results of vandalism or computer
hacking, storm or other natural occurrences, national emergencies, acts of terrorism,
insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other
person or entity, the affected party will give the other party notice and will use commercially
reasonable efforts to minimize the impact of any such event.
Governing Law & Miscellaneous
1. Assignment. Affiliate may not assign, transfer or delegate any of its rights or obligations
under the Agreement without the prior written consent of L’ange Hair, and any attempts to
do so shall be null and void; provided, however, that either party may assign the
Agreement or any portion hereof/thereof, to:
a. an acquirer of all or substantially all of such party's equity, business or assets;
b. a successor in interest whether by merger, reorganization or otherwise; or
c. any entity controlling or under common control with such party.
2. Choice of Law/Venue. The Agreement shall be construed in accordance with and
governed by the laws of the State of California. In the event that any suit, action or other
legal proceeding shall be instituted against either party in connection with the Agreement,
the exclusive jurisdiction for any such suit, action or legal proceeding shall be the state or
federal courts located in the State of California, County of Los Angeles, and each party
hereby submits to a court of competent jurisdiction located in Los Angeles County,
California, and further agrees to comply with all the requirements necessary to give such
court jurisdiction.
3. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and signed by
an authorized representative of the waiving party. If any provision contained in the
Agreement is determined to be invalid, illegal or unenforceable in any respect under any
applicable law, then such provision will be severed and replaced with a new provision that
most closely reflects the real intention of the parties, and the remaining provisions of the
Agreement will remain in full force and effect.
4. Relationship of the Parties. The parties hereto are independent contractors. There is no
relationship of partnership, agency, employment, franchise or joint venture between the
parties. Neither party has the authority to bind the other, or incur any obligation on its
behalf.

5. This Agreement sets forth the entire understanding between the parties hereto relating to
the subject matter hereof and cannot be changed, modified, amended or terminated
except by an instrument in writing executed by both Recipient and Discloser. The headings
and captions used herein are inserted for convenience of reference only and shall not
affect the construction or interpretation of this agreement.
6. No waiver shall excuse the performance of any act other than those specifically referred
to therein and shall not be deemed or construed to be a waiver of such terms or conditions
for the future or any subsequent breach thereof. Except as otherwise provided in this
agreement, all rights and remedies herein or otherwise shall be cumulative and none of
them shall be in limitation of any other right or remedy.
7. Neither Party may assign, transfer or delegate any of its rights hereunder without the prior
written consent of the other party.
8. This Agreement shall be governed by the laws of the State of California applicable to
contracts made and to be wholly performed in the State of California (without regard to
choice of law). The parties consent to the exclusive jurisdiction and venue of the state and
federal courts located in the State of California, County of Los Angeles. In the event of
litigation between the parties arising out of or relating to this Agreement, the prevailing
party will be entitled to recover court costs and reasonable fees of attorneys, accountants
and expert witnesses incurred by such a party in connection with such action.
9. If any provision of this Agreement is or becomes or is deemed invalid, illegal or
unenforceable under the applicable laws or regulations of any jurisdiction, either such
provision will be deemed amended to conform to such laws or regulations without
materially altering the intention of the parties or it shall be stricken and the remainder of
this Agreement shall remain in full force and effect.
10. This Agreement may be signed in counterparts and by any form of electronic imaging or
digital signature, all of which shall constitute originals. Such signatures will be deemed
binding for all purposes hereof without delivery of an original signature being thereafter
required. Any single counterpart or a set of counterparts signed, in either case, by all the
parties hereto shall constitute a full and original agreement for all purposes.
By submitting and application to Affiliate Program, Affiliate affirms and acknowledges that Affiliate
has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions.
If Affiliate does not wish to be bound by this Agreement, Affiliate should not submit an application
to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity,
by doing so, such individual represents that they have the legal capacity and authority to bind
such business entity to this Agreement.