Channel Program Agreement

The term “Channel Program Agreement” collectively refers to the terms and policies below and the Commission Plan previously provided to you, which is incorporated herein by reference in its current form and as may be amended in the future at the discretion of GlossGenius Inc. (the “Company”). You shall be referred to herein as “Partner” and/or “You” and you agree to enter into the Channel Program Agreement by participating in the Program (as defined below). Any promises, representations, offers, or other communications not expressly set forth in the Channel Program Agreement are of no force or effect. If you do not agree to the Channel Program Agreement, your sole recourse is to notify the Company and cancel the Channel Program Agreement. Failure to cancel constitutes your acceptance of the Channel Program Agreement. You must be in good standing, and not in violation of the Channel Program Agreement, to be eligible for Commissions from the Company.

Amendments to the Channel Program Agreement. The Company reserves the right to amend the Channel Program Agreement and Commission Plan at its reasonable discretion. Amendments shall be effective 30 days after publication, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel the Channel Program Agreement.

Additional Terms and Conditions. This Channel Program Agreement is subject to the Company’s Terms of Service and the PartnerStack Partner Terms of Service (the “Terms”).  The Company’s agreement to receive the promotional services from Partner as set forth herein is expressly conditioned on Partner’s acceptance of such Terms as the sole terms and conditions governing this Channel Program Agreement.

Program. ‍

1. Subject to the restrictions set forth herein, Partner may promote the Company to prospective beauty and wellness professionals through marketing and promotional campaigns. Partners may promote the Company through social media, community message boards, newsletters, in person or any other forum and method they communicate with their community, colleagues, audience or customers. Partner may not compensate any third party to generate, induce or influence Activations (as defined below) (including but not limited to paid ads or bids on search terms, paid ads, or placements, which are all expressly prohibited). For purposes of this Agreement, an “Activation” is defined as a new Company subscriber who commences a paid recurring subscription for Company’s app-based software which is attributable to Partner by Company’s chosen third-party software.
2. As part of the Promotion, Partner will generate Activations for the Company and will be compensated for any Valid Activations generated in accordance with this Channel Program Agreement.   For purposes of this Agreement, a “Valid Activation” is an Activation that is actually attributable to Partner’s marketing and promotional activities (i.e., where Activation occurs within seven (7) days after first visiting Company's website through Partner's affiliate link) and is not (a) duplicative of an Activation that Partner previously provided to the Company, (b) duplicative of an Activation that has been received by the Company from another marketing channel/source or (c) obtained in a manner that is deceptive, misleading, misrepresentative or otherwise in violation of this Agreement.
3. Partner hereby acknowledges that (a) the collection of Activations is being done solely for the benefit of the Company, (b) Partner may not use, sell, transfer or assign or attempt to monetize the Activations for its own purposes or for the benefit of any person or entity other than the Company and (c) all right, title and interest in and to the Activations (which includes, without limitation, personally identifiable information provided by prospects) and all reports, results and/or information created, compiled, analyzed and/or derived by the Company from such Activations will vest exclusively in, and Partner hereby assigns all such right, title and interest to, the Company.  Notwithstanding the foregoing, Partner may use data obtained pursuant to this Agreement solely to the extent any such data that is used by Partner is anonymized.
4. Partner will only describe the Company and its products and services in a manner consistent with the marketing materials provided to it by the Company. If Partner wants to create or use any other marketing or promotional materials, it must submit any such materials to the Company for prior written approval.
5. No later than thirty (30) days following the end of each month, the Company will deliver to Partner’s commission earned in accordance with the Commission Plan and the payment terms of this Agreement (the “Commission”). Each Partner is responsible for paying local, state and federal taxes on any Commissions generated as an independent contractor. All payment details and processes are set forth in the PartnerStack Partner Terms of Service.

Independent Contractor Status. Partners are independent contractors and not employees, partners, legal representatives, or franchisees of the Company. Partners are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. Partner SHALL NOT BE TREATED AS A COMPANY EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. The Company is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Partners’ Commission. Partners are not entitled to worker’s compensation or unemployment security benefits of any kind from the Company. In all written, graphic, or digital material used for Company business purposes, Partners must represent themselves as independent contractors of the Company. Partners shall not lead anyone to believe that they are employees of the Company.

Intellectual Property.

The Company shall be the sole and exclusive owner of all results and proceeds of Partner’s work product and services hereunder and all rights of every kind and character therein (the “Results and Proceeds”), whether now or hereafter existing, throughout the universe, in perpetuity, including, without limitation, all photo and video content, literary and musical material, designs and inventions hereunder, and/or any ideas, poses, compositions, arrangements, social media posts and any bonus posts on social media related to the services, so-called “making-of” and “behind-the-scenes” footage, translations, creations, drawings, paintings, and products resulting from or incidental to the same, for all purposes. To the extent permitted under applicable law, all Results and Proceeds shall be deemed a work-made-for-hire for the Company specifically ordered and/or commissioned by the Company, and the Company shall be deemed the sole author of the Results and Proceeds and the sole owner of all copyright, trademark, patent, and other current and future rights therein (and all renewals and extension hereof) including without limitation all claims and causes of action of any kind with respect to any of the foregoing. If the Results and Proceeds are not a work-made-for-hire, then the Partner hereby irrevocably assigns and transfers to the Company all now known or hereafter existing rights of every kind throughout the universe, in perpetuity and in all languages, pertaining to the Results and Proceeds, including but not limited to all copyright, trademark, and patent rights and all renewals and extensions thereof, and all exploitation rights in any and all media, now or hereafter known. Partner agrees to execute and deliver to the Company such assignments and/or other documents and do such other acts as the Company may require from time to time to evidence, perfect, or protect the Company’s ownership of and exploitation rights to the Results and Proceeds. Partner acknowledges that there are, and may be, future rights to which Partner may otherwise become entitled with respect to the Results and Proceeds that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe employing current and/or future technology (collectively, the “New Exploitation Rights”); the parties specifically intend the foregoing full, irrevocable, and perpetual assignment of rights to the Company to include all such now known and unknown rights, uses, media, and forms of exploitation throughout the universe. Partner understands that this is a complete transfer of all rights and claims to the Results and Proceeds, and will not assert at any time that this contract is not a good and binding agreement. Partner expressly waives any so-called “moral rights” which may now be or may hereafter be recognized. Without limiting the generality of the foregoing, the Company and its affiliates shall have the irrevocable right to use, display, and exploit the Results and Proceeds for any and all purposes perpetually, throughout the universe, in any and all languages, formats and media now known and later devised.

Partner owns all content uploaded to the Company website, social media platforms or other owned or operated platforms (the “Content”). Partner represents, warrants and agrees that Partner is the exclusive owner of the Content and/or Partner has all rights, licenses, consents and releases necessary for the Content that Partner makes available, including the right to grant all of the rights and licenses in this Channel Program Agreement without the Company incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by Partner. Partner further represents, warrants and agrees that the Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.

Partner grants the Company a non-exclusive license to use the Content. Partner grants to the Company a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as the Company sees fit in its sole discretion, and includes without limitation use for the purpose of operating, promoting, and improving the Program.

‍Assignment of Rights and Delegation of Duties. Partners may not assign any rights under the Channel Program Agreement or their Company accounts without the prior written consent of the Company. Any attempt to transfer or assign the Channel Program Agreement or account without the express written consent of the Company renders the Agreement voidable at the option of the Company and may result in termination of the Channel Program Agreement.

If the assets of the Company, or a controlling ownership interest in the Company, is transferred to a third party, the Company may assign its rights and delegate its duties and obligations under the Channel Program Agreement to such third party as part of the sale or transfer.

‍Waiver. Any waiver by either party of any breach of this Channel Program Agreement must be in writing and signed by an authorized agent of the party against which the waiver is asserted. Any waiver of a breach by a party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

‍Waiver of Right of Publicity. Partners grant the Company an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Partners waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

‍Minimum Age. Persons under age 18 may not be a Partner and no Partner shall knowingly recruit or sponsor, or attempt to recruit or sponsor, any person under age 18.

‍Severability. If any provision of the Channel Program Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Channel Program Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Partner against the Company shall not constitute a defense to the Company’s enforcement of any term or provision of the Channel Program Agreement.

‍Term and Renewal of the Channel Program Agreement. The term of the Channel Program Agreement is one year from the date of enrollment and shall automatically renew for additional one-year terms on each anniversary of the Channel Program Agreement unless either party notifies the other that it does not wish to renew the Channel Program Agreement.

The Company reserves the right to terminate all Channel Program Agreements immediately if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; (3) terminate distribution of its products and/or services via direct selling channels; or (4) terminates its engagement of PartnerStack. The Company also reserves the right to terminate any Channel Program Agreement without any notice for any reason pertaining to material breaches of the Channel Program Agreement or of any of the requirements and obligations set out in the Terms. If a Partner is found to be in violation, such Partner’s account will be immediately suspended and no payments will be made to such account. There is a zero tolerance to any infraction. The Company also reserves the right to terminate Partner accounts where the Company reasonably believes the account is not a valid account (e.g., the Partner is misrepresenting themselves or committing fraud).

‍General Conduct. Partners shall safeguard and promote the good reputation of the Company and its products and services, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices. Partners agree that they shall exhibit high moral character in their personal and professional conduct. Partners shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Partners must adhere pursuant to this section, the following standards specifically apply to Partners’ activities:

• Deceptive conduct is always prohibited. Partners must ensure that their statements are truthful, fair, accurate, and are not misleading;
• If this Channel Program Agreement is canceled for any reason, the Partner must discontinue using the Company name, brand names and all other Company intellectual property, and all derivatives of such intellectual property, in postings on all social media, websites, or other promotional material.
• Partners must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.
• A clear and conspicuous disclosure suited to the online property on which the Partner is publishing must be incorporated into all posts.  Such disclosure must comply with all applicable laws, including the FTC’s Endorsement and Testimonial Guidelines, included here for reference, and may, for example, include #ad, #sponsored, or #paid.  
• In the event that Partner violates any law, rule or regulation or if Partner’s conduct, in the Company’s reasonable discretion, violates generally accepted standards of behavior such that public association with Partner would subject the Company and/or its respective affiliates to the disfavor, contempt or ridicule of the general public, or would be detrimental to the reputation, business and/or sale of the products or services of the Company, or their respective affiliates, or that is reasonably likely to insult or offend the community or any substantial group thereof, the Company will be entitled to immediately terminate this Channel Program Agreement in its sole discretion with no further liability to Partner.  Partner shall not publish or cause to be published any content that would disparage or cause harm to the Company’s brands, image, or intellectual property.

‍Adjustment to Commissions.

The Company reserves the right to withhold or reduce any Partner’s Commission as it deems necessary to comply with any garnishment or court order directing the Company to retain, hold, or redirect such Commission to a third party.

The Company reserves the right to withhold or reduce any Partner’s Commission as it deems necessary for Partners that are in breach of the Terms.

The Company reserves the right to alter and change the terms of the Commission Plan at any time.

The Company reserves the right to remove any Partner for lack of adherence to the Terms without warning.

‍Confidentiality. The parties acknowledge that each of them and their respective employees, agents or representatives may, in the course of performing their obligations hereunder, be exposed to or acquire certain Confidential Information (as defined below). Each party agrees that it shall hold all Confidential Information, and/or any portion thereof, in strict confidence, and it shall utilize the same degree of care it utilizes for its own Confidential Information, which care shall in no case be less than a reasonable degree of care, to prevent disclosure thereof, in whole or in part, to any third party.  Each party agrees that it shall reveal Confidential Information only to those employees or professional advisors whose duties justify their need to know such Confidential Information and then only on the basis of a written agreement by such employees or professional advisors that include provisions at least as protective of the applicable Confidential Information as those included herein.  For purposes of this Channel Program Agreement, the term "Confidential Information" shall mean all information, data or material relating to (i) the terms of this Channel Program Agreement; (ii) pricing information; (iii) business and marketing plans and any other proprietary, non-public information regarding such party; or (iv) customer information of such party, which is designated in writing as proprietary or confidential or which a reasonable person would consider proprietary or confidential.  Partner agrees to comply with any of the Company’s additional confidentiality, personal data, safety, security and background check requirements and any other reasonable requirements that may be imposed by the Company.  

Representations, Warranties and Covenants.  Partner hereby represents, warrants and covenants to the Company that: (i) Partner has all necessary authority to enter into this Channel Program Agreement and perform its obligations hereunder, and is not a party to or bound by any agreement or understanding which restricts or limits Partner's right to enter into this Channel Program Agreement or perform its obligations hereunder; (ii) if Partner has obtained all rights, licenses and permits and obtained all releases (in a form pre-approved by the Company) necessary for the Company to use any Results and Proceeds (and will provide the Company with copies thereof upon the Company's request); (iii) the Results and Proceeds will not infringe or violate any intellectual property right, right of publicity or privacy, or other right of any third party; (iv) the Results and Proceeds and any other content posted to Partner’s websites and social channels will not contain any material or information that is unlawful, disparaging, defamatory or offensive; and (v) the Results and Proceeds will comply with all applicable laws, rules and regulations, including without limitation, the Federal Trade Commission's then current Guides Concerning the Use of Endorsements and Testimonials in Advertising, any creative brief, brand guidelines, social media policy, and any other Company policy provided in writing to Partner and all terms of use applicable to any social media channels on which Partner posts.  

‍Social Media. Should a Partner utilize any form of social media in connection with this Channel Program Agreement, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Partner agrees to follow all such third parties’ terms of use.

‍Trademarks and Copyrights. The name “GlossGenius” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. The Company grants Partners a limited, non-exclusive and revocable license to use its trademarks and trade names in promotional media for so long as the Channel Program Agreement is in effect. Upon cancellation of a Partner’s Channel Program Agreement for any reason, the license shall expire, and the Partner shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Partner use any of the Company’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved sales tools.

‍Media Inquiries. Partners must not interact with the media regarding the Company business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to the Company’s marketing department.

‍Disciplinary Sanctions. Violation of the Channel Program Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Partner that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of this Channel Program Agreement, and/or any other disciplinary measure that the Company deems appropriate to address the misconduct. In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.

‍Indemnification. Partners agree to indemnify the Company for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that the Company incurs resulting from or relating to (i) any act or omission by Partner that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Channel Program Agreement and (ii) third party claims of any breach of intellectual property rights by the Results and Proceeds. The Company may elect to exercise its indemnification rights through withholding any Commission due the Partner. This right of setoff shall not constitute the Company’s exclusive means of recovering or collecting funds due the Company pursuant to its right to indemnification. In the event of any breach of this Channel Program Agreement or any portion hereof by the Company, Partner’s sole remedy shall be an action at law for damages, if any, actually suffered; in no event shall Partner have the right to injunctive or other equitable relief or to enjoin or restrain or otherwise interfere with the production, distribution, exhibition or other exploitation of the Results and Proceeds.

‍Effect of Cancellation. A Partner whose business is canceled for any reason will lose all Partner rights, benefits and privileges. This includes the right to represent yourself as a Partner, to sell Company products and services and the right to receive Commissions or other income resulting from their own sales and the sales and other activities of the Partner and the Partner’s former team.

‍Reporting Errors. If a Partner believes that the Company has made an error in their Commission, the Partner must report it to the Company in writing within 60 days from the date on which the alleged mistake occurred. While the Company shall use its best efforts to correct errors reported more than 60 days after the date of the error, the Company shall not be responsible to make changes or remunerate Partners for losses for mistakes that are reported more than 60 days after the mistake occurs.

‍Dispute Resolution. If a dispute arises between a Partner and the Company relating to this Channel Program Agreement, the Company business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution provision. This Channel Program Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the parties hereby consent to the jurisdiction of New York state courts or federal courts located within New York county, New York over all matters relating to this Channel Program Agreement.  In the event of any litigation or other proceeding between or among the parties hereto respecting or arising out of this Channel Program Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurred in connection therewith.  

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