Professional Hair Labs

Affilifate Agreement


PROFESSIONAL HAIR LABS AFFILIATE AGREEMENT

 

THIS AFFILIATE AGREEMENT (the “Agreement”) is made on  , by and between   (referred to herein as “Affiliate”) and Scientific Cosmetix LLC (/DBA/ Professional Hair Labs) (hereinafter “Company”), a limited liability company organized in the State of Florida, United States of America.  Company hereby contracts with Affiliate to sell Company products or services on behalf of Company.  Company and Affiliate may each be referred to individually as a “Party” or collectively as the “Parties” throughout this Agreement.

 

WHEREAS, So long as it is mutually agreeable and beneficial, Affiliate desires to become a limited agent of Company to promote and sell company products in exchange for a commission fee on product sold, as outlined in this Agreement; and

 

WHEREAS, Company desires to appoint Affiliate, on a non-exclusive basis for the term provided herein subject to the terms and conditions of this Agreement.

 

NOW THEREFORE, in consideration of the promises contained herein, and intending to be legally bound, the parties hereto agree as follows:

 

  1. Term and Termination. The term of this Agreement shall commence on the date hereof, and this Agreement shall be in effect for one (1) year from that date with the ability to renew as noted below or until Company or Affiliate elects to terminate this Agreement by written notice (email notification to email address provided is acceptable) given to the other Party thirty (30) days in advance of termination. Either Party may terminate this agreement for any reason and at any time subject to the other terms of this paragraph and Agreement. Upon termination, Company shall be entitled to all fees then owned to it by Affiliate.  Affiliate agrees that termination shall have no effect on Company sales prior to the notice of termination.  As such, and unless Company notifies Affiliate in writing otherwise, Affiliate shall complete in good faith any Company orders or other tasks required to complete any customer orders at the time of either Party’s notice of termination.

 

Renewal. Affiliate may renew this Agreement at the end of the one year term and understands that there is a fee of twenty-nine dollars and ninety-five cents ($29.95) payable to Company to renew the Agreement. This fee will be charged for each renewal period and is subject to change at the discretion of Company.

 

Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

SHOULD THIS AGREEMENT BE TERMINATED ON ACCOUNT OF A MATERIAL BREACH ON THE PART OF AFFILIATE, AFFILIATE SHALL FORFEIT ANY COMMISSIONS OR OTHER BONUSES THAT MIGHT HAVE OTHERWISE BEEN OWED TO IT AT THE TIME OF BREACH OR THAT WHICH MAY BE OWED IN THE FUTURE.

  1. Harmful Acts. Affiliate agrees that certain harmful actions may be considered a material breach leading to immediate termination of the Agreement. Such acts include, but are not limited to any dishonest or unethical business practice; any violation of the law; infliction of harm to Company’s reputation or that of its products, services, associates, employees, contractor and customers; and the violation of the rights of Company or any third party.
  2. Anti-Spamming. Any communications sent or authorized by Affiliate reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material breach and threat to Company’s reputation and to the rights of third parties. It is the obligation of Affiliate, exclusively, to ensure that all business communications comply with federal, state and local anti-spamming or analogous laws where applicable.
  3. Offensive Communications. Any communication sent, posted, or authorized by Affiliate, including without limitation postings on any website operated by Affiliate, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another will be considered a material breach and a threat to Company’s reputation and cause for immediate termination of the Agreement.

 

  1. Engagement of Affiliate’s Services. Company hereby engages Affiliate as an independent contractor to Company, and Affiliate hereby accepts such appointment. Affiliate shall perform all services required hereunder in accordance with the highest industry standard of care, Company’s policies and product quality specifications, and as Company and Affiliate may agree upon.

 

  1. Affiliate Treated as Independent Contractor. Affiliate’s services provided to Company are to be performed as an independent contractor with the customary and usual independence associated therewith and Affiliate shall not be deemed to be an employee of Company or to have the authority to enter into any contract on behalf of Company or to otherwise bind Company to any agreement unless expressly authorized in writing to do so. Affiliate shall not direct the work of any employee of Company, make any management decisions, or undertake to commit Company to any course of action in relation to any third party without Company’s written delegation or as provided in this Agreement. Contractor will receive an IRS 1099 statement and other related tax statements and shall be responsible for, and agrees to make any required payments of, income, social security, self-employment and other taxes, government financed disability or other similar coverage, incurred by Contractor. Contractor shall have no claim against the Company for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

Before Company pays any commission or bonuses to Affiliate, Affiliate must provide Company a completed W-8 or W-9, as instructed by Company. Affiliate will be deemed to have permanently waived all rights to commissions or bonuses that were earned more than 120 days before submitting a completed W-8 or W-9 to Company.

 

  1. Non-Exclusivity. Affiliate shall serve as a non-exclusive sales agent without any respect to geographic territory and understands that Company may at it sole discretion employ the serves of other representatives and sales agents or choose to sell and represent its own products and services anywhere without any obligation to or requirement to give notice to Affiliate thereof.

 

  1. Work Made For Hire. Any content, which may include marketing/business plans, software, code or works created by Affiliate pursuant to or within the scope of this Agreement relating to the Company or its website(s) shall be referred to in this Section as the “Work.” Affiliate agrees and acknowledges that the Work is a work made for hire, as that term is defined in section 101 of Title 17 of the United States Code (the “Copyright Act”). As a work made for hire, the Work, during all parts of development and as a completed product, is and shall remain the sole property of Company. Company has the unlimited and unrestricted exclusive right to reproduce the Work, to distribute the Work, to create derivative materials based on the Work, to publish and publicly display the Work, to publicly perform the Work, and to transmit the Work digitally or by any other means.

 

The Parties recognize that some of the Work was developed prior to the execution of this Agreement, and that such prior development may not constitute a work made for hire.  In consideration for the promises made in this Agreement, the Parties agree that all such prior developed material and content shall belong to Company, and Affiliate hereby assigns all right and interest to any such prior developed content created in contemplation of Company’s affiliate program.  Likewise, if all or part of the Work is, for any reason, deemed not to be a work made for hire, Affiliate agrees to execute all documents necessary to transfer to Company the ownership of any and all rights Affiliate may have in the Work, including but not limited to copyrights.  To the extent that Affiliate has any moral rights or similar rights in the Work, under the law of any jurisdiction, Affiliate expressly waives those rights.  In particular, Affiliate waives any right to prevent the Work from being modified, edited, transformed, or otherwise adapted as Company may deem necessary or desirable.

 

  1. Affiliate Duties. In consideration for the promises outlined in this Agreement, Affiliate agrees, at its sole expense, to:

 

  1. Exert its best efforts to help promote and sell Company products in accordance with the terms herein, which includes keeping up with all product specifications, changes, new products and new product information.

 

  1. Affiliate agrees to receive any and all communications from Company, including but not limited to, sales reports, training, promotional resources, newsletters, product information and other correspondence.

 

  1. Affiliate understands that the terms of this agreement are subject to change and as such Affiliate agrees to review any changes or additions to these terms as Company may provide notice thereof from time to time. Unless Affiliate provides notice to the contrary any changes or additions to these terms will be considered accepted after ten (10) days of receiving written notice thereof (email notification acceptable).

 

  1. Affiliate understands that he/she must be at least eighteen (18) years of age to enter into this agreement and in such case that Affiliate is not 18 years old or older at the effective date noted above, the Agreement will be considered null and void and any commissions or bonuses that may have been otherwise owed to Affiliate shall be forfeited and all other rights and privileges afforded under the terms herein terminated. This provision shall survive even in such cases where Affiliate turns 18 years old or older after the effective date unless Company agrees to waive this provision in writing.

 

  1. Affiliate agrees not to disparage any Company products or the products or services of any third-party including without limitation the products and services of any direct competitors of Company.

 

  1. Affiliate agrees that he/she will not be paid any commissions or bonuses for sales or payments made to its own User Account(s). Affiliate agrees not to open a Company account under the name of any other person or entity or under any fictitious name. Affiliate likewise agrees not to open an Affiliate Account under any name or entity merely for the purpose of obtaining commissions, bonuses or other compensation, including without limitation incentives or prizes, which may be offered from time to time by Company and/or its partners. Affiliate agrees not to pay for another person’s or entity’s account. Affiliate further agrees not to offer any cash rebates or other monetary incentives to promote sales of Company products. Violation of any of terms in this provision shall be considered a material breach of the Agreement and result in immediate termination and forfeiture of any and all commissions, bonuses or other compensation received by Affiliate as a result of such violation.

 

  1. Affiliate agrees that he/she will remain truthful in all marketing or advertising efforts of any Company product, service or opportunity and that all such communications must be true and accurate. Claims in advertising and marketing that relate to any Company product, service or opportunity that are untrue or fraudulent are strictly prohibited. Affiliate agrees not to claim that any government, person, or entity endorses or supports any Company product, service or opportunity unless Company expressly makes such a claim in writing. Affiliate agrees not to use the intellectual property of any other person or entity in advertising or marketing any Company products, services or opportunities.

 

  1. Affiliate agrees to comply with any and all applicable U.S. federal, state and/or local marketing and advertising laws and regulations, including, but not limited to, Federal Trade Commission (FTC) guidelines regards to the use of Affiliate disclaimers. Affiliate agrees to review and follow the FTC Revised Endorsement Guides located on the FTC website at the following link:

https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf

Affiliate agrees to fully disclose its Affiliate relationship in accordance with FTC guidelines regards to all Affiliate promotions. In addition, Affiliate agrees to adhere to the following:

 

  1. When promoting Company products and services Affiliates are prohibited from telling potential buyers that they can keep any bonus offer even if they refund our products and/or services.
  2. When promoting our products and services do NOT tell existing product owners to have their affiliate commission reassigned to you (the Affiliate) in an effort to claim a bonus offer you are otherwise not entitled to.
  3. Affiliates may NOT register or use existing domain name/URLs or social media pages/handles that contain the names and/or trademarks of any of Company’s products or services or any variation thereof. Affiliates are authorized to use Company trademarks/product/service names in their page titles when promoting Company product, services and opportunities as an authorized Affiliate, but they may not use them within the root domain itself.

 

  1. Affiliate expressly agrees and authorizes the Company to share its contact information, including mailing address and email, and other information, solely in our discretion, with select partners.
  2. Affiliate further agrees not to allow two or more people or entities to share and promote the same Affiliate link (a.k.a. “teaming up”) in an attempt to win a bonus or prize UNLESS those two or more people or entities have an existing and formalized business relationship (e.g., as co-owners or joint-venture).
  3. Affiliate agrees not to build pages or websites that may easily mislead visitors to believe they are “official product sites” or Company web pages or web properties. Affiliate shall clearly label its websites as its own property and make conspicuously clear that Company is NOT the owner of them. This includes NOT USING any Company logos or product names in the header of your page, your site or as the header for your blog. Affiliates are allowed to use the official Affiliate banners and logos our Company provides (as per needed on a case by case basis) for advertisements but they are not intended to be used as design elements for your site or blog to be perceived as Company branding.

 

  1. Company Duties. In consideration of the promises made:

 

  1. Company will provide sales and marketing services and operate https://www.prohairlabs.com (the "Site") and operates other various applications ("Apps") (collectively, the "Services").

  2. Company creates technological and commercial relationships between persons with websites, blogs, social media presence, agents or agencies, and other content platforms and customers. Our Services allow you, the Affiliate, to earn commissions by facilitating sales of Company products and creating a convenient shopping experience to customers.

  3. Company will compensate you for the sales you make through your affiliate URL. The method of compensation is more fully described in the Affiliate Compensation Plan ACP (the “ACP”) in Exhibit A hereto attached.

  4. Company will provide you with marketing tools and an Affiliate Account Portal (AAP). Your AAP will allow you to track your sales, see your commissions, and to manage your account.

  5. Company will provide for ongoing support for the promotion and sale of Company products. The Parties shall work jointly and in good faith to create a platform that is suitable for its intended objectives to provide ongoing support.

 

  1. Company will supply Affiliate with any needed product, materials, promotional items, access to databases, Company platforms or other needed resources in an effort to help Affiliate in the promotion and sales of Company supplement products.

  2. Company may at any time to change or discontinue any aspect or feature of the Services including, without limitation, the Products and the content and software needed for access or use. By using the Services, you understand and agree to all terms and conditions of this Agreement.

 

  1. Compensation; Commissions and Bonuses. Upon execution of this Agreement, Affiliate shall receive a unique Affiliate Uniform Resource Locator (URL), which Affiliate will use to advertise and promote Company products, services and opportunities. Affiliate compensation will be made through this URL.

 

Affiliate agrees that Commissions and Bonuses are paid ONLY for transactions that actually occur between Company and customer that result in a Sale according to the terms herein. If the transaction does not actually occur, or if payment from a Sale is not actually received by Company, Affiliate will not be paid a Commission on the transaction. If payment for a product later results in a refund or charge-back, and if a commission or bonus was paid to Affiliate for that Membership Account payment, then the commission or bonus will be deducted from Affiliate’s future commissions or at Company’s discretion, Affiliate will be required to repay any such amount within thirty (30) days of receiving notice thereof. If Company determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale. If any Commissions or Bonuses are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Company after payment, such payment amounts shall be deducted from Affiliate’s future commissions and bonuses or, at Company’s discretion, Affiliate will be required to repay any such amount within thirty (30) days of receiving notice thereof.

 

A full and complete overview of our Affiliate Compensation Plan (“ACP”) is provided below in Exhibit A attached hereto.

 

  1. Company Trademarks. Notwithstanding the above provisions outlining use of Company trademarks above, Affiliate recognizes that “PROFESSIONAL HAIR LABS,” “GHOSTBOND” and “SCIENTIFIC COSMETIX” are trademarks owned by Company (collectively, “Company Trademarks”) and, except as expressly permitted by this Agreement, Affiliate shall not use or misappropriate the Company Trademarks in any manner without Company’s prior written consent. Nothing contained in this Agreement shall be taken as a transfer of interest of any Rights Company has in the Company Trademarks.

 

  1. Company Intellectual Property. Company is and shall remain the sole and exclusive owner of all right title and interest, including Intellectual Property Rights, in and to the Company Trademarks, Confidential Information (including all derivatives thereof) and Company data. Except as specifically set forth in this Agreement, no rights are granted to Affiliate in or with respect to any of the foregoing. “Intellectual Property Rights” means all trade secrets, patents and patent applications, trade marks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) including, but not limited to, any and all renewals or extensions thereof, and all other proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world, including, but not limited to, any and all renewals or extensions thereof.

 

  1. Publicity/Media Release. Affiliate hereby grants Company permission to use any and all photographs taken by Company or its agents, contractors or employees, or submitted by Affiliate to Company (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Company or any product or service sold and marketed by it. Affiliate agrees that this authorization to use Photographs may be assigned by Company to any other party. Affiliate agrees that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified at Company’s sole discretion. Affiliate agrees not to charge a royalty or fee, and not to make any other monetary assessment against Company or its agents, contractors or employees in exchange for this Release and Assignment. Affiliate hereby releases and forever discharges Company from any and all liability and from any damages it may suffer as a result of the use of the Photographs. Affiliate further acknowledges and agrees that this Release is binding upon its heirs and assigns. Affiliate agrees that this Release is irrevocable.

  2. Confidential Information. The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and customer lists, and intellectual property of the other Party that may not be accessible or known to the general public (“Confidential Information”).

  3. Non-Disclosure. Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing the terms of this Agreement.  In addition, the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to the Receiving Party hereunder. Whenever requested by the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all manifestations of the Confidential Information or, at the Disclosing Party’s option, shall destroy all such Confidential Information as the Disclosing Party may designate. The Receiving Party’s obligation of confidentiality shall survive this Agreement.

 

  1. Affiliate agrees to indemnify, protect and hold forever harmless Company and its officers, directors, shareholders, and employees from and against any and all claims, costs, or expenses, including attorneys’ and experts’ fees, arising from any claim or action against Company and/or Affiliate concerning Affiliate’s actions or failure to act in accordance with this Agreement or in accordance with law or applicable industry standards of care, security and confidentiality. Affiliate agrees to indemnify and hold forever harmless Company and its officers, directors, shareholders, and employees from any claims, costs, or expenses, including attorneys’ and experts’ fees, arising from any action against Company and/or Affiliate for any infringement of the Work or Intellectual Property resulting from the engagement of Affiliate. 

 

  1. Disclaimer; No Warranty, No Leads. Except as provided herein, neither Party makes any express or implied warranties or representations with respect to the Agreement including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, neither Party makes any representation that the operation of its website(s) and other platforms will be uninterrupted or error-free, and neither Party will be liable for the consequences of any interruption or errors.

COMPANY DOES NOT PROMISE, GUARANTEE OR WARRANT AFFILIATE BUSINESS SUCCESS, INCOME, OR SALES. AFFILIATE UNDERSTANDS AND ACKNOWLEDGES THAT COMPANY WILL NOT AT ANY TIME PROVIDE SALES LEADS OR REFERRALS TO AFFILIATE.

COMPANY WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND  NON INFRINGEMENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY COMPANY WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. COMPANY MAKES NO REPRESENTATION OR WARRANTY

(A) THAT ANY COMPANY WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS OR THAT ACCESS TO ANY COMPANY WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE;

(B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR

(C) THAT ANY COMPANY WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY COMPANY WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO AFFILIATE IN THIS PARTICULAR CIRCUMSTANCE.

  1. Force Majeure. The Parties shall not be liable for any default or delay in the performance of their obligations hereunder if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, war, elements of nature or acts of God, or any other similar cause beyond the reasonable control of the Party (collectively referred to herein as “Force Majeure”). Except as provided elsewhere, if a Party is so delayed in its performance, it shall promptly notify the other Party. The Parties shall use their reasonable efforts to minimize the duration and consequences of any delay or failure of performance resulting from a Force Majeure event.

  2. Limitation of Liability. AFFILIATE AGREES THAT IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION THAT EXCEEDS THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS, BONUS OR OTHER PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST COMPANY OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

  3. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) overnight mail, or electronic mail (email), so long as the receiving Party acknowledges receipt thereof and addressed to the Party to be notified at the following address or to such other address as such Party shall specify by like notice hereunder:

    AFFILIATE:
    Name:  
    Address:

          Email:  



COMPANY:


Scientific Cosmetix LLC (/DBA/ Professional Hair Labs)
3795 Correia Drive, Zephyrhills, Florida 33542

cs@prohairlabs.com

  1. Severability. If any provision of this Agreement shall contravene, be invalid under or be inconsistent with the laws of the jurisdiction in which this Agreement shall be performed or enforced, or any portion thereof, then such contravention, invalidity or inconsistency shall not invalidate this entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable and if no such modification shall render it valid and enforceable, then this Agreement shall be construed as if not containing the provisions held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.

 

  1. Assignment. Without the prior written consent of Company or any assignee of Company, the Affiliate agrees not to sell, pledge or otherwise transfer or assign any rights under this Agreement. The Affiliate acknowledges and understands that Company may assign this Agreement and that such assignee shall be entitled to all of the benefits of this Agreement in the place of Company. 

 

  1. Amendments. This Agreement may be amended only with the written consent of both Parties.

 

  1. Entire Agreement. This Agreement, including any exhibit, rider or addendum that is attached hereto (which shall be incorporated by reference into this Agreement), constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, of the Parties in connection herewith.

 

  1. Waiver. No delay on the part of any Party hereto in exercising any power or right hereunder shall operate as a waiver thereof; nor shall any single partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. No waiver shall be deemed by any course of conduct or acquiescence and shall not be enforceable against any Party hereto unless in writing, signed by the Party against whom such waiver is claimed, and shall be limited solely to the one event.

 

  1. Affiliate’s Right and Power to enter into Agreement. Affiliate represents and warrants that: (i) it has the right and power to enter into this agreement on behalf of himself/herself or its legal entity and; (ii) it has the power and authority to enter into and perform this Agreement and to carry out the terms and conditions contained herein; (iii) the making of this Agreement does not conflict with any agreement existing between Affiliate and any other party; and (iv) it shall comply with all statutes, laws, rules, regulations and ordinances pertaining to the subject matter hereof.

 

  1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

  2. Waiver of Class Action Claim Affiliate understands and agrees that it will not have  the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim Affiliate may have against Company to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Company may not be joined or consolidated with claims brought by anyone else.

  3. Governing Law; Dispute Resolution. Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Sumter County, Florida. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Florida, Company’s state of domicile. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

Any claim brought in arbitration must be brought within ONE YEAR of the occurrence that is the subject of the claim irrespective of the statute of limitations of any jurisdiction. Any claim made beyond the one year threshold will be considered waived except as it pertains to breaches of confidentiality, rights under the indemnification provisions herein or violations of intellectual property and/or trade secret law.

Nothing in this Agreement prevents Company from applying to and obtaining from any court having  jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Company’s rights prior to, during, or following any arbitration  proceeding.

 

 

 

IN WITNESS WHEREOF, the Parties hereto have set their hands the date first hereinabove written.

 

 

 

4851-4741-1953, v. 1

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Signed by Ryan Margolin
Signed On: August 1, 2021


Signature Certificate
Document name: Affilifate Agreement
lock iconUnique Document ID: 467257489ff707cb3182915d8516c0f714629c6b
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August 1, 2021 11:21 am EDTAffilifate Agreement Uploaded by Ryan Margolin - ryan@prohairlabs.com IP 86.41.245.243