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:
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.
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.
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.
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:
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.
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.
Scientific Cosmetix LLC (/DBA/ Professional Hair Labs)3795 Correia Drive, Zephyrhills, Florida 33542
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: May 24, 2022
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Document Name: Affiliate Agreement
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