ACTIVE BEAUTY AMBASSADOR PROGRAM AGREEMENT Please read this Ambassador Program Agreement (the "Agreement") carefully before submitting your application ("Application") for participation in the Active Beauty Ambassador Program (the "Ambassador Program"). This agreement is a binding contract between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and Active Beauty. By submitting the Application, you hereby accept and agree to all of the terms and conditions set forth in this Agreement. The Agreement shall be effective only upon ACTIVE BEAUTY’ acceptance of your Application, and your participation as, an ambassador in the Ambassador Program. RECITALS WHEREAS, ACTIVE BEAUTY has established an Ambassador Program for the purpose of (i) allowing ambassadors to advertise and promote ACTIVE BEAUTY products on their website, (ii) establishing links from ambassadors' website to ACTIVEBEAUTY.CO for the purpose of allowing users of ambassador to purchase products from Active Beauty; and WHEREAS, you desire to be accepted by Active Beauty as an ambassador in the Ambassador Program, and to advertise and promote Active Beauty products on your website and to allow users of your website to link to ACTIVEBEAUTY.CO for the purpose of purchasing Active Beauty products, among other things; NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows: Incorporation of Preamble and Recitals. The above preamble and recitals are incorporated by reference in, and made part of, this Agreement. Enrollment in the Ambassador Program To enroll in the Ambassador Program, you must submit a complete Ambassador Program Application, at which time Active Beauty will evaluate your application and will notify you of its acceptance or rejection of you as an ambassador. Active Beauty may reject your application for any reason or for no reason in its sole discretion. Active Beauty will reject your application if it determines, in its sole discretion, that your site includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, objectionable, or in anything not appropriately aligned with the Active Beauty brand. Spyware We will refuse all applications or signups from ambassadors which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate ambassadors and their activities and, at our own discretion, determine whether or not these practices are in place. Ambassadors found in violation of this policy will be immediately terminated from the program and will forfeit all commissions. Links As an ambassador, Active Beauty will make available to you, via Shareasale.com a variety of graphic and textual images (the "Images") that serve to identify your website as a member of the Ambassador Program and will establish links from your website to ACTIVEBEAUTY.CO (the "Links"). You shall cooperate fully with Active Beauty in establishing and maintaining Links. Active Beauty may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you shall remove any Image from your website and replace it with a new Image provided by Active Beauty. All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time upon agreement between you and Active Beauty, however, the banner link code cannot at any time be modified by the ambassador, and doing so will not allow proper reporting of traffic sent through such banner link code. Each Link connecting users of your website to an area of the Active Beauty website will in no way alter the look, feel, or functionality of the Active Beauty website. Active Beauty may monitor your website at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement. Banners and links may not be placed in search engines, unsolicited emails or email blasts, or paid online advertising. Links may not be used with the intent to direct users to any other site other than ACTIVEBEAUTY.CO. We also disallow any masking of your URLs, making it appear as though your link is our ACTIVEBEAUTY.CO. Cookies The Ambassador Program cookie will be set within ShareASale for a period as indicated herein. Orders placed after the time such Links are clicked will not result in a commissionable sale. The Ambassador Program is not responsible for any tracking issues known or caused through either a natural or unknown technical issue suffered by and from ShareASale or through the ambassador’s website or the ambassador’s misplacement or misuse of tracking codes. Ambassador Advertisements and Links All appropriate ambassador media including your ambassador tracking identification number will be generated through ShareASale. Active Beauty disallows any and all brand bidding on our trademarks by ambassadors, our company name, our domain names – and any misspellings. See Trademark/Keyword bidding rules in ShareASale.com for a list of restrictions. Ambassadors MAY NOT use the term “ActiveBeauty” in ANY variation in their site URL. Ambassadors MAY NOT promote coupons that were not provided to them personally by Active Beauty. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your ambassador account and withholding of ambassador payments for violating our ambassador agreement. Ambassadors MAY NOT host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts. Disclosing Connection to Client When blogging about Active Beauty’s products or services, Influencer must clearly disclose its “material connection” with Client, including the fact that Influencer was afforded any consideration, was provided with certain experiences or is being paid for a particular service. “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include benefits or incentives, such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges provided by a marketer to an Influencer. To disclose connection, influencer may disclose in description such as “Active Beauty provided me with a free month of B.SkinTight and …” or with a hashtag such as #sponsored, #paid or #ad. Maintain Clear and Prominent Disclosure The above disclosure should be made in close proximity to any statements that Influencer makes about Active Beauty’s products or services. This disclosure should be clear and prominent enough for consumers to view it when they are reading Influencer’s posts. The consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (the latter of which preferably at the beginning of the tweet). If an Instagram post makes an endorsement through the picture or the first three lines of the description, any required disclosure should be presented without having to click “more.” Disease Claims Avoid the following in your description when posting about Active Beauty: Do not say anything that would suggest our product cures, mitigates, treats or prevents specific diseases by name and/or by symptoms. Do not mention the names of diseases including but not limited to heart disease, cancer, cystic acne, diabetes, cold/flu, osteoporosis, hypertension, premenstrual dysphoric disorder. Do not allude to symptoms of diseases such as sniffles for colds/flu, cholesterol reduction for heart disease, fewer skin blemishes for acne, joint stiffness and pain for arthritis. Active Beauty Obligations Active Beauty shall be responsible for providing all information necessary to allow you to make appropriate Links from your website to ACTIVEBEAUTY.CO. Active Beauty shall process all orders (which includes order entry, payment processing, shipping, handling cancellations and returns, and related customer service) from users who link from your website. Ambassador's Obligations You will be solely responsible for the development, operation and maintenance of your website and for all materials that appear on your website, including, without limitation: the technical operation of your website and all related equipment; the accuracy and appropriateness of materials posted on your website; ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that materials posted on your website are not libelous, defamatory, misleading, false or deceptive or otherwise illegal. You agree to keep your Application updated with current and accurate information. You agree to pay and be responsible for all costs and expenses you may incur in connection with the Ambassador Program or your performance under this Agreement. Active Beauty is not obligated to make any representations, warranties or other statements concerning you, your website, any of your products or services, or your website policies. Commissions Active Beauty shall pay commission in the amount indicated herein for the first purchase of Active Beauty products by a new customer of Active Beauty originated by users of your website who link to the Active Beauty website through a Link (a "Qualifying Purchase"). No commissions shall be paid on any purchase which is not a Qualifying Purchase or for product that is returned for any reason or for which Active Beauty is unable to collect the purchase price of the product. Commissions will be paid only on orders received during the term of this Agreement. Only one commission payment is applicable for a Qualifying Purchase. Commission Payment Shareasale.com handles all commission payments. Please visit Shareasale.com for more information regarding payouts and timing of payments. Policies and Pricing Users who buy Active Beauty products through the Ambassador Program are customers of Active Beauty. Accordingly, all of Active Beauty policies (including prices and pricing policies), and operating procedures concerning customer orders, customer service, and product sales shall apply. Active Beauty may change its policies and operating procedures at any time. Active Beauty reserves the right to change prices of products at any time and from time to time. Except as may be permitted by Active Beauty, you may not include price information in your product descriptions. You understand and agree that Active Beauty shall be the sole owner of any and all data and information Active Beauty (or its representatives) obtains or gathers from, or in connection with, end users visiting or transacting business on the Active Beauty website or otherwise transacting business with Active Beauty, including without limitation, all transaction, usage and preference data. Publicity You shall not create, publish, distribute, or permit any written material that makes reference to Active Beauty, or the Ambassador Program without first submitting such material to Active Beauty and receiving its written consent. Licenses and Use of the Active Beauty Logos and Trademarks Active Beauty grants you a limited, non-exclusive, non-transferable, revocable right to (i) access through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use the Active Beauty trademark and logo and similar identifying material relating to Active Beauty (but only in the form(s) that they appear on Active Beauty/Shareasale.com pages) (collectively, the "Licensed Materials"), for the sole purpose of promoting Active Beauty products on your website. You may not copy, except as expressly set forth in this Agreement, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Active Beauty may revoke your license at any time by giving you written notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Active Beauty only. You shall not make any specific use of any Licensed Materials for purposes other than promoting Active Beauty products on your website. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or disparages Active Beauty, the Ambassador Program or Active Beauty products or services or that otherwise portrays Active Beauty, in its discretion, in a negative light. Active Beauty reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Active Beauty Licensed Materials will be deemed granted to you hereunder or in connection with the Ambassador Program, by implication, estoppel or otherwise. You grant to Active Beauty a non-exclusive license to use your names, titles, logos, and trademarks (the "Ambassador Trademarks") to advertise, market, promote, and publicize in any manner your participation in the Ambassador Program, and/or Active Beautys’ rights hereunder. Notwithstanding the foregoing, Active Beauty is not obligated to advertise, market, promote, or publicize your participation in the Ambassador Program, the existence of the Ambassador Program, or any other aspect of the Ambassador Program. The licenses granted hereunder shall run concurrently with the term of this Agreement. Term and Termination The term of this Agreement will begin as of the date Active Beauty notifies you that Active Beauty has accepted you as an ambassador and will end when terminated by either party. Either you or Active Beauty may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Modification Active Beauty may modify any of the terms and conditions contained in this Agreement at any time in its discretion. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to Active Beauty. Your continued participation in the Ambassador Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified. Relationship of Parties You and Active Beauty are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of Active Beauty. You may not make any statement, whether on your website or otherwise, that contradicts anything contained in this Section. Disclaimers Active Beauty makes no express or implied warranties or representations with respect to the Ambassador Program, Active Beauty, or any Active Beauty products sold through the Ambassador Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Active Beauty makes no representation that the operation of your website will be uninterrupted or error free, and Active Beauty shall not be liable for the consequences of any interruptions or errors. Representations and Warranties You hereby represent and warrant that: This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. You are the sole and exclusive owner of the Ambassador Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. Limitation of Liability ACTIVE BEAUTY SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AMBASSADOR PROGRAM, EVEN IF ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY ACTIVE BEAUTY HEREOF SHALL BE TO TERMINATE THIS AGREEMENT. Indemnification You shall indemnify and hold harmless Active Beauty and its subsidiaries and ambassadors, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses"), insofar as such Losses (or actions in respect thereof) arise out of or are based on any claim that Active Beauty use of the Ambassador Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
