1. Terms and Conditions for Promotional Activities. The intent of the Ambassador’s Promotional Activities shall be to recruit new customers (“Customers”) to the Company’s Hairprint ecommerce platform. The Ambassador, also known as Affiliate agrees to the following terms, conditions, and specifications around all Promotional Activities.

(a) The Ambassador shall include their unique url link connecting all consumers to the Hairprint Website. This is necessary to receive affiliate credit and finalize any and all potential sales. 

(b.) The FTC has legal guidelines affiliates must follow for online advertising compliance according to their guidelines: The Ambassador must advertise disclosure of Affiliate status :"stated clearly in any and all endorsements/promotions presented on behalf of this program". In order to comply with these guidelines your disclosures must meet four basic requirements. They must be frequent, clear, conspicuous, and require no scrolling or other type of user action to locate the disclosure.

In order to comply with these guidelines your disclosures must meet four basic requirements. They must be frequent, clear, conspicuous, and require no scrolling or other type of user action to locate the disclosure.

1. Frequent: Your disclosure must appear on any page that has a review, recommendation, comment or article that promotes a product or service for which you receive compensation.

2. Clear: It must be immediately clear that you may receive compensation for your review or rating.

   Example of a clear disclosure:

   Disclosure: We have personally used or tested each and every product represented here. Any links to products found on this website you may assume are affiliate links. As an affiliate, in return for presenting and or reviewing products I receive a small commission if you choose to purchase them.  We only represent products that we share a genuine interest in representing. We are independently owned and operated. The opinions expressed here are our own.

   For the disclosure to be considered clear, the font should be:

   • At least as large as the main text on the page
   • In a color other than black or gray
   • In contrast with both with its background and the main text
   • Darker than its background or the main text

     3.  Conspicuous: The disclosure must be clear and easy to see. It should begin with the word “disclosure.”

     4. Require No Action: Your disclosure must be immediately evident to a typical visitor to your site who views a review, ranking or endorsement on a PC or Mac monitor. A visitor should not need to scroll, click or hover to learn that you receive compensation.

-If you do include a clickable link or additional information when a visitor hovers over text, the language of the link itself should reveal the fact that you receive compensation.

(c.) The Ambassador will immediately cease all Promotional Activities that the Company in its sole discretion requires to be terminated.

2. License. The Company hereby grants to the Ambassador a nonexclusive, nontransferable, limited license (the “License”) during the term of this Agreement to promote the Hairprint Products and the Company’s Hairprint ecommerce platform and to use the Promotional Materials, Ambassador Link, and the Promo Code solely as specified under the terms and conditions of this Agreement. The License may be terminated at any time at the will of the Company upon notice to the Ambassador, and in any event shall terminate concurrently with the termination of this Agreement.

3. Intellectual Property. The Company owns and shall retain all right, ownership, and interest in the Hairprint Products and the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Hairprint Products and the Promotional Materials. Nothing in this Agreement shall be construed to grant the Ambassador any rights, ownership, or interest in the Hairprint Products or the Promotional Materials, or in the underlying intellectual property, other than the rights to use the
Promotional Materials granted under the License, as set forth in Section 3.

4. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or
partnership between the Company and the Ambassador. The Ambassador shall provide services for the Company as an independent contractor and not as an employee of the Company. The Ambassador shall have no authority to bind the Company into any agreement, nor shall the Ambassador be considered to be an agent of the Company in any respect.

5. Commissions.

(a) In consideration of the Ambassador’s promotion of the Company and the Hairprint Products, subject to the terms and conditions set forth herein, the Company agrees to pay to the Ambassador a sales commission (the “Commission”) with respect to sales of Hairprint Products made by third parties with the Ambassador Link or Promo Code through the Company’s website during the term of this Agreement as set forth below.

(b) During the term of this Agreement, and subject to the restrictions set forth below, (i) so long as the number of Company product units sold to third parties using the Ambassador Link or Promo Code through the Company’s website equals or is less than 50,000, the Company shall pay to the Ambassador a Commission equal to ten percent (10%) of the Product Revenue (as defined below) recognized from such sales, and (ii) if and when the number of Hairprint Product units sold to third parties using the Promo Code through the Company’s website exceeds 50,000, then the Company shall pay to the Ambassador a Commission equal to eight percent (8%) of the Product Revenue recognized from such sales over 50,000 units. Notwithstanding anything
herein to the contrary, the Commission shall be due and payable solely with respect to Hairprint Products sold using the Ambassador Link or Promo Code through the Company’s website and not on any other types of sales, and furthermore, the percent of the Commission and the product unit threshold(s) set forth above are subject to change at any time upon notice to the Ambassador.

(c) For purposes of this Agreement, “Product Revenue” means all revenue recognized by the Company from the sale of the Hairprint Products made to third parties using the Ambassador Link or Promo Code in accordance with generally accepted accounting principles as applied by the Company.

(d) The Company shall pay all Commissions accrued and payable to the Ambassador within 45 days of the first day of each quarter during the term of this Agreement (the “Commission Payment Date”).

(e) Notwithstanding anything herein to the contrary, (i) in the event that the Ambassador breaches this Agreement and the Company terminates this Agreement in connection therewith, then any accrued and payable Commissions owing to the Ambassador shall be forfeited, and the Company shall not be obligated to pay such Commissions to the Ambassador, and (ii) in the event of termination of this Agreement, by either party and for any reason, no Commissions shall be due and payable by the Company to the ambassador. Following the effective date of termination the company may at any point determine to take legal action against the Ambassador, up to and including, any profits, fines levied to the company for willful negligence of all legal guidelines herein set forth, or profits gained by the the ambassadors during their inclusion in this program. Most especially with respect an Ambassador that has been shown to willfully and neglectfully follow the program terms and policies herein set forth and agreed upon effective upon their enrollment date.

(f) If any dispute arises between the Company and the Ambassador with respect to amounts owed to the Ambassador under this Section 5, the Company shall determine such amounts in its sole discretion and such determinations shall be final and binding on
the Ambassador.  In the event two (2) or more ambassadors (including the Ambassador) claim credit for the same sale of
Hairprint Products, then the Company has the sole right to determine which ambassador shall get credit for the sale, and such determinations shall be final and binding on the Ambassador.

6. Ambassador’s Representation, Warranties and Covenants.  The Ambassador represents, warrants and agrees to the following

(a) The Ambassador has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

(b) The Ambassador’s website(s) do not and shall not contain any materials that are:

(i) Sexually explicit, obscene, or pornographic;

(ii) Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory, (whether based on race, ethnicity, creed, religion, gender,sexual orientation, physical disability, or otherwise);

(iii) Graphically violent, including any violent video game images; or

(iv) Solicitous of any unlawful behavior.

(c) The Ambassador has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Ambassador’s website(s). Nothing on the Ambassador’s website(s) infringes upon the intellectual property rights of
any person or entity.   No person or entity has brought or threatened an action claiming such infringement, nor does the Ambassador have any reason to believe that any person or entity will bring or threaten such a claim in the future.

(d) The Ambassador will not make any claim to ownership of the Hairprint Products or the Promotional Materials, or the copyright, trademark, or other intellectual property therein.

(e) The Ambassador will not engage in the distribution of any unsolicited bulk e-mails (spam) in any way mentioning or referencing the Company, its affiliates, each of their products, or the Company’s website.

(f) In providing services to the Company under this Agreement, the Ambassador shall: (i) conduct business in a manner that reflects favorably at all times on the Company’s and its affiliates’ products and the good name, goodwill and reputation of the Company and its affiliates; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to the Company, its affiliates, each of their products or the public, including, without limitation, disparagement of the Company, its affiliates or each of their products; (iii) not publish or use any misleading or deceptive advertising material; and (iv) make no representations or warranties with respect to the Company’s or its affiliates’ products that are inconsistent with the literature distributed by the Company or its affiliates, including, without limitation, any warranties and disclaimers contained in such literature.   

7. Indemnification.  The Ambassador shall indemnify the Company and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Ambassador’s warranties set forth in Section 6 above or any other breach by the Ambassador of this Agreement. The Ambassador shall also indemnify and hold harmless the Company for any damage, loss, or other cost arising out of the use or misuse by the Ambassador of the Promotional Materials. 

8. Confidentiality.  Any information that the Ambassador is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.”
The Ambassador may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Ambassador obtains prior written consent for such disclosure from the Company.

9. Term and Termination.

(a) This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 9.

(b) This Agreement shall be terminable at will, with or without cause, by the Company, immediately upon written notice to the Ambassador.  The Ambassador may terminate this Agreement at any time without cause upon 30 days prior written notice to the Company.

(c) Upon termination of this Agreement, the Ambassador shall cease all use and publication of the Promo Code and shall also cease to share the Ambassador Link or Promo Code with third parties.

10. Taxes.  The Company shall not be responsible for any taxes owed by the Ambassador arising out of Ambassador’s relationship with the Company as set forth in this Agreement, and the Ambassador shall be solely responsible for the payment of
all such taxes. The Company shall not withhold any taxes from the Commissions paid to the Ambassador.

11. Limitation of Liability.  The Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental, punitive or consequential damages, including costs associated with the procurement of substitute goods or services (whether the Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement by the Ambassador. 

12. Severability.  If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

13. Headings.  The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

14. Entire Agreement; Survival.  This Agreement constitutes the entire agreement between the Company and the Ambassador, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no promises, conditions, understandings or other agreement, whether oral or written, relating to the subject matter of this Agreement.  The provisions of Sections 3, 4, 6, 7, 8, 9(c) and 10 through 16 shall survive any termination of this Agreement.

15. No Assignment by Ambassador.  Neither this Agreement nor any duties or obligations hereunder shall be assignable by Ambassador without the prior written consent of the Company.  Subject to the foregoing provision regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the respective parties

16. Governing Law.  The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.