This Stylist Affiliate Program Agreement (this “Agreement”) is entered into between Turbo Ion, Inc. dba CROC, a California corporation with its principal place of business at 6800 8th Street, Buena Park, CA 90620 (“Turbo Ion”) and You, the Stylist Affiliate utilizing the www.crocusa.com website affiliate service (“You, “Your,” or “Affiliate”), collectively referred to as the “Parties”.
By registering and signing up for the Stylist Affiliate Program (“Affiliate Program”) on www.crocusa.com, You agree to the following terms of Turbo Ion’s Affiliate Program.
Section A. Enrollment as an Affiliate
To become an Affiliate through the www.crocusa.com website, you must submit your CROC Stylist Affiliate Application Form (“Application Form”) found on the www.crocusa.com website. Upon completion of your Application Form, Turbo Ion, in its sole discretion, may accept or reject your application. Any rights granted to an Affiliate are non-exclusive.
Section B. Affiliate Defined/Terms of Participation
The Affiliate Program is a sales referral program that allows you to become an “Affiliate” of Turbo Ion to help sell CROC Branded Products on www.crocusa.com. To earn a commission, your client, customer, family or friend must use your unique personal referral coupon code (“Personal Code”) when purchasing CROC Branded Products on www.crocusa.com. All commissions are limited to sales received with Stylist’s Personal Code on the www.crocusa.com website.
A stylist may only have one (1) account in the Affiliate Program.
To participate in the Affiliate Program, you must be at least eighteen (18) years of age and a legal resident of the United States of American and Canada.
Section C. Compensation/Referral Fees/Commission
Stylist acknowledges that Turbo Ion reserves the right, in its sole discretion, to change all compensation/referral fees/commission without notice. Specifically, Turbo Ion may change its referral fees/compensation from time to time without notice to the Stylist.
1. Personal Stylist Coupon Code. Turbo Ion shall provide Stylist with the Stylist Discount Coupon Code (“Stylist Discount”). This Stylist Discount will give the Stylist thirty percent (30%) off the Stylist’s online order on regular priced products. The Stylist acknowledges that the Stylist Discount does not apply to any products on sale. Stylist also agrees to not share the Stylist Discount with any third party. The Stylist Discount’s purpose is to support the Stylist in his/her personal use of CROC Branded Products. The Stylist Discount may not be used for resale purposes and/or promotional incentives to Stylist’s clients.
2. Prohibited Behavior.
a. Unauthorized Use of Stylist Discount. As described, Stylist is prohibited from disclosing his/her Stylist Discount to third parties. Only authorized Stylists determined by Turbo Ion may receive the Stylist Discount. Stylist agrees that the Stylist Discount shall only be used by the Stylist for personal use. Stylist may not use Stylist Discount for resale and/or promotional incentives.
b. Unauthorized Promises/Incentives on Behalf of Turbo Ion. Stylist is prohibited from making false representations with regards to Turbo Ion discounts/policies/incentives.
c. Spamming. Stylist is prohibited from posting his/her Personal Code on any of Turbo Ion websites to promote personal sales and commissions. All solicitation shall be done separate and apart from Turbo Ion. Stylist represents that solicitations will be made according to Federal and State laws.
In the event Stylist violates 2. Prohibited behavior described above, Turbo Ion may immediately terminate Stylist’s participation in the Affiliate Program.
3. Acknowledgement & Acceptance of Turbo Ion Warranties & Policies. Stylist accepts and acknowledges Turbo Ion’s Warranty Policies and all other policies enforced by Turbo Ion. All Warranty information and Policies can be found on Turbo Ion’s website. In addition, Stylist shall make reasonable efforts to become knowledgeable of all Turbo Ion Policies such that Stylist does not make misrepresentations in regards to Turbo Ion products and procedures.
Section E. Rights and Interests in Trademarks and other related Intellectual Property
Stylist acknowledges that the Trademarks “Turbo Ion,” “Croc,” other related Trademarks, Copyrights, Patents and Intellectual Property (the “IP”) are the owned solely and exclusively by Turbo Ion. Stylist shall not seek or obtain any registration of the IP in any name or participate directly or indirectly in such registration anywhere in the world.
Section F. Limited License
Turbo Ion grants Stylist a nonexclusive, revocable right to use certain image(s)/graphic(s) and text(s) provided by Turbo Ion in writing, solely for the purpose of identifying your site as an Turbo Ion Affiliate as described above. Stylist is prohibited from using such image(s)/graphic(s) and text(s) in an offline promotion or other offline manner. Stylist is also prohibited from modifying the image(s)/graphic(s), text(s), any other image(s), trade names, trademark, and all other intellectual property rights. Turbo Ion may revoke this license at any time by giving Stylist written notice of the revocation.
Section G. No Publicity
Stylist may not issue any press release with respect to this Agreement or in participation in the Affiliate Program. Turbo Ion will provide Stylist with a small graphic image that identifies your site as an Affiliate Program participant. Turbo Ion reserves the right to modify any text or graphic provided to you. Stylist agrees not to misrepresent or embellish the relationship between Stylist and Turbo Ion, or express or imply any relationship or affiliation between Turbo Ion and Stylist or any other person unless expressly permitted by this Agreement.
Section H. Independent Contractor
In this Agreement, Stylist shall be considered an independent contractor. Therefore, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Stylist will have no authority to make or accept offers, promotions, advertisement or to make representations on behalf of Turbo Ion. As an Independent Contractor, Stylist is responsible and fully liable for any tax consequences derived from the receipt of a Commission under this Agreement and will indemnify and hold Turbo Ion harmless for any lack of compliance with tax obligations related to any commission that Stylist receives.
Section I. Stylist’s Website
Stylist will be solely responsible for the development, operation and maintenance of his/her website and for all materials that appear on your site.
Section J. Compliance with Laws
As a condition of your participation in the program, Stylist agrees that as an affiliate, he/she will comply with all laws, ordinance, rules, regulations, orders, licenses, permits, judgments, decision or other requirements of any governmental authority that has jurisdiction over you, whether those laws are now in effect or later come into effect during the time you are participating in the Affiliate Program. Without limiting the foregoing obligation, Stylist agrees that as a condition of participating in the Affiliate Program, Stylist will comply with all applicable laws (federal, state or otherwise) that govern online marketing and email, including without limitation, the Children’s Online Privacy Protection Act (COPRA), the CAN-SPAM Act of 2003, and the Americans with Disabilities Act.
Section K. Termination
Either Party may terminate this Agreement for any reason at any time. In the event of termination, any compensation that is owed to Stylist will be mailed to you in accordance with the terms described in Section C. Upon termination of this Agreement for any reason, Stylist will immediately cease use of, and remove from Stylist’s site, all links, graphics, texts, trademarks, trademarks, trade dress, logos, and all other materials provided by or on behalf of Turbo Ion in connection with this Agreement and participation of the Affiliate Program.
Section L. Representations and Warranties
Turbo Ion makes no warranties or representations to Stylist of any kind, express or implied, with respect to Stylist’s relationship with Turbo Ion. Turbo Ion expressly disclaims any implied warranty of merchantability or fitness of this Affiliate Program for a particular purpose. Turbo Ion makes no representation that the operation of Turbo Ion’s www.crocusa.com website will be uninterrupted or error-free, and Turbo Ion will not be liable for the consequences of any interruptions or errors. Turbo Ion shall not be liable for any damages suffered by Stylist, whether direct or indirect, special, incidental, exemplary, or consequential, damages or any loss of revenue of profits regardless of cause or fault in connection with this Agreement and the Affiliate Program. If Turbo Ion is deemed to have any liability, our aggregate liability arising out of this Agreement and the Affiliate Program will not exceed the total commission paid to stylist annually.
Section M. Indemnification
Stylist agrees to indemnify and hold Turbo Ion, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys’ fees) arising out of Stylist’s website, this Agreement and the Affiliate Program.
Section N. Amendment
Turbo may amend the terms and conditions of this Agreement at any time. Any change will be posted on Turbo Ion’s website. Stylist’s continued participation in the Affiliate Program will constitute binding acceptance of any change. If Stylist does not agree with any changes implemented by Turbo Ion, Stylist may terminate this Agreement.
Section O. Assignment
This Agreement is personal to the Stylist. Stylist may not assign his/her rights under this Agreement without prior written consent from Turbo Ion. Turbo Ion may assign this Agreement at any time for any reason.
Section P. Notification of Account Changes
Stylist agrees to provide Turbo Ion with accurate and updated information relating to Stylist’s participation in the Affiliate Program and information that Turbo Ion deems necessary or desirable. Stylist agrees to notify Turbo Ion of any name, address, email address, telephone number, billing information etc. changes.
Section Q. Notices
All notices given pursuant to this Agreement shall be in writing and may be delivered, to the parties at the physical address or email address provided to Turbo Ion by the Stylist.
Section R. Arbitration
Any dispute relating in any way to this Agreement (including actual or alleged breach hereof), any transactions or activities under this Agreement or Stylist’s relationship with Turbo Ion shall be submitted to a confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California or any other court of competent jurisdiction. Stylist consents to the non-exclusive jurisdiction and venue in state and federal courts in the state of California. Arbitration under this Agreement shall be conducted under the commercial rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Section S. Governing Law
This Agreement shall be governed by the laws of the State of California.
Section T. Miscellaneous
If any dispute over the meaning, interpretation, valid or enforceability of this Agreement of any its terms or conditions, there shall be no inference, presumption or conclusion drawn whatsoever against any party by virtue of its having drafted any portion of this Agreement. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement contains the entire understanding of the Parties, and there are no representations, warranties, promises or undertaking other than those contained herein. This Agreement supersedes and cancels all previous agreements between the Parties.