LIPSTICKSMOOTHIE AFFILIATE AGREEMENT - TERMS AND CONDITIONS

This is a legally binding agreement between you, the affiliate, and LipstickSmoothie (Lipsticksmoothie.com). Please read and review this agreement in its entirety. By filling out the LipstickSmoothie Affiliate Program application form, you acknowledge that you have read through all of the following terms and conditions and agree with them. Furthermore, you agree to be legally responsible for each term and condition.

1.     Submitting Your Application

After submitting your application, you will be bound by the terms of this agreement. Please only provide accurate and complete information when filling out this application. By taking part in the LipstickSmoothie Affiliate Program, this means that you will legally advertise our website/products in order to receive commission(s) when referring customers that complete authorized sales via the affiliate link(s). We will assess each application individually and you will be notified as to whether it has been accepted or rejected. We reserve the right to reject your application for any reason.

2.     Obligations of the Affiliate

2.1. Once your application has been approved, we may re-evaluate your application at any time. The terms and conditions of this agreement will begin when your application has been submitted and will end upon termination of your affiliate account. Affiliation can be immediately revoked if we deem your website and/or social media accounts and their content to be unsuitable for any of the following reasons, including but not limited to:

2.1.1. False advertisement(s) concerning the LipstickSmoothie brand

2.1.2. Spamming via your affiliate link

2.1.3. The use of material(s) which may infringe on any copyright(s), trademark(s), other intellectual property right(s), or violate the law

2.1.4. Harassment or intimidation of others on your website (i.e. sexually explicit material(s), violence, discrimination of any form)

2.1.5. Promotion of illegal activities

2.1.6. The use of technology to potentially divert commission(s) from other affiliates in our program

2.1.7. Disclosing private information about LipstickSmoothie, its products, or the affiliate program

2.1.8 Publically sharing private coupons, sales or promotions 

2.1.9 Sharing coupon codes or affiliate links on coupon sites in order to obtain additional sales 

2.2. You may not create or design your website (or any other website that you operate) explicitly to ours, or in a way that could be interpreted as resembling our website. Furthermore, your website may not be designed in a manner which leads customers to believe that you are Lipsticksmoothie.com or any other affiliated business.

2.3. LipstickSmoothie reserves the right to review your placement and approve the use of your affiliate links. You may use graphics, banners, and texts that we provide you with, or you may create your own - as long as they remain appropriate (see condition 2.1). Digital assets can be provided upon request at [email protected].

2.4. You may not use your own link to carry out purchases. You will not earn commission from orders placed under your affiliate link by customers residing in the same household as you. You may not knowingly allow others to repeatedly use your affiliate link in order to earn commission.

2.5. It is your responsibility to maintain and update your site. We may monitor your site as necessary to ensure your content is up to date and you may be notified of any necessary changes which may help your affiliate performance. Termination of your affiliation may occur if your site has not been updated in over 1 year. A written notice will be given via email should we find your site to be outdated. You will have a 48 hour period in which to respond to us with an updated site. Failure to respond within this time period will result in a full termination of your affiliation.

2.6. You agree that you are an independent contractor and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and LipstickSmoothie. You will not have the authority to make or accept any offers or representations on our behalf. You will not make any statement(s) on your site(s) that contradict anything in this section.

3.     Promotion Restrictions

While you are free to advertise LipstickSmoothie products on your own website, the promotion of the LipstickSmoothie brand could be perceived by the public as a joint effort. Please be aware that certain forms of advertising are prohibited. Please stick to the following guidelines when planning your marketing scheme:

3.1. “LipstickSmoothie” cannot be used as a part of an affiliate’s website domain name, blog, social media handles or any URL associated with the affiliate account.

3.2. FTC Guidelines & Spamming

Advertising commonly referred to as “spamming” is deemed unacceptable by LipstickSmoothie and could damage our name and reputation. Affiliates must abide by all state and federal consumer protection laws and regulations, including the Federal Trade Commission Act and the CAN-SPAM Act. The FTC points out that “when there exists a connection between the endorser and the seller of the advertised product,” it is imperative that such a connection is “fully disclosed.” We strongly encourage our affiliates to abide by the FTC’s rules. We also reserve the right to terminate our relationship with any affiliates who fail to comply with these rules. Any pending commissions owed will not be paid if your account has been terminated due to spamming or solicitation.

3.3. Unsolicited Commercial Email (UCE)

You may use mailing lists to contact your customers so long as the recipient is already a customer or subscriber of your services or website(s). The recipient should have the option to unsubscribe to future mailings by themself.

3.4. Copyright and Trademark Infringement

LipstickSmoothie reserves the rights to seek legal action against wholesalers and affiliates that infringe our copyrights and registered trademarks, or that replicate our product designs under different branding. Affiliates agree not promote, manufacture, distribute or sell any products which replicate the designs of products that are exclusive to LipstickSmoothie. LipstickSmoothie will legally pursue all parties associated with the manufacturing, distribution, and sale of counterfeit LipstickSmoothie products.

3.5. Paid Search Policies

Bidding on larger pay-per-click search engines (PPCSE) such as Google, Yahoo, and Bing!, is a great way to divert traffic to your website and increase commissions. Affiliates engaging in paid search marketing campaigns must adhere to the following terms and requirements:

3.5.1. Lipsticksmoothie.com protects its trademark and does not allow any trademark bidding on any search engine or Paid Placement service or site. This includes, but is not limited to, Google, Yahoo, Bing!, Ask and other similar services. Affiliates may not bid on trademarked or registered terms and products (i.e. LipstickSmoothie, Lipsticksmoothie.com, MUG, etc) or any phrase type, misspelling, variation or combination thereof (see the restricted key word list below in point 3.5.5). Any affiliates who violate the trademark will be excluded from the LipstickSmoothie Affiliate Program. Affiliates will be contacted prior to the exclusion; however we reserve the right to ban any trademark violator from the LipstickSmoothie Affiliate Program without any prior notice and on the first incident of PPC bidding behavior.

3.5.2. Affiliates may not use the trademark alongside with or in conjunction with the following terms: “percent (%) off”, “sale”, “discount”, or “coupon”.

3.5.3. Affiliates may not use their affiliate link or any of the LipstickSmoothie domains and/or URLs (including, but not limited to www.lipsticksmoothie.com) as the display domain or URL in their advertisement(s). When engaging in paid search engine campaigns, affiliates must use their own domain and/or URL in their ads.

Examples of Forbidden Display URLs:

www.lipsticksmoothie.com

Approved Display URL Examples:

http://www.yourdomain.com/lipsticksmoothie

3.5.4. Customers should be made fully aware of all traffic directed to the LipstickSmoothie website. Affiliates that do not direct traffic to their own website prior to redirecting it to ours while using paid search engine campaigns will be considered trademark violators and will be excluded and banned from the LipstickSmoothie Affiliate Program.

3.5.5. Your campaigns should not contain any misleading or false statements. To avoid any conflicts and to protect the integrity of the LipstickSmoothie brand, LipstickSmoothie reserves the right to suspend any affiliates activities and thus their commissions should phrases that LipstickSmoothie determines to be untrue be carried out, or should inflammatory claims of our products, services or websites be made. Please forward all ad text and proposed keywords/phrases you wish to upload onto the Affiliate Manager ([email protected]) for approval or editing, PRIOR to submitting it to Paid Search Network providers or Paid Inclusion Search Engines. By doing this beforehand, we can avoid taking such measures.

3.5.6. None of the restricted words may be displayed in the headline or body of your advertisement(s). Following notice from Lipsticksmoothie.com, you agree to promptly remove any search listing that contains copies and/or creative components that Lipsticksmoothie.com, in its sole discretion, deems inappropriate for any reason.

Restricted Keyword List (but not limited to):

LipstickSmoothie

Lipsticksmoothie

Lipsticksmoothie.com

Lipstick-smoothie.com

LipstickSmoothie Cosmetics

Lipsticksmoothiecosmetics

LipstickSmoothie Beauty

Lipsticksmoothiebeauty

LipstickSmoothie Makeup Guide

LipstickSmoothie Makeup-Guide

LipstickSmoothie MUG

LipstickSmoothieMakeupGuide

LipstickSmoothieMakeup-Guide

LipstickSmoothie-Makeup-Guide

Lipstick-Smoothie-Makeup-Guide

Lipstick-Smoothie-MakeupGuide

LipstickSmoothie Eyeshadow(s)

LipstickSmoothie Blush(es)

LipstickSmoothie Brush(es)

LipstickSmoothie Gel Liner(s)

LipstickSmoothie Pigment(s)

LipstickSmoothie discount

LipstickSmoothie coupon

Failure to follow these requirements will result in suspension from the program and thus the loss of all commission(s).

3.6. Coupon Code Marketing Guidelines

Coupon marketing is allowed, however affiliates should adhere to the following terms:

3.6.1. Affiliates are permitted to use the active coupon codes that the LipstickSmoothie Affiliate Program exclusively provides them with. Unauthorized coupon codes, codes that are exclusive to other affiliates, codes provided in customer-oriented newsletters or other promotional codes from LipstickSmoothie’s non-affiliate program marketing efforts should not be promoted. The use of - or attempted use of - any coupon code received from any source other than directly from the LipstickSmoothie Affiliate Program will result in the loss of commissions and/or expulsion from the program.

3.6.2. Language used during promotion(s) must be simple, easy to understand, and include the following:

The offer, the coupon code, the expiration date, and approved text link only. Anyone who publishes the coupon code must avoid using “bait and switch” language, misrepresentations, or false advertising

when promoting offers (i.e: “Click here for more possible deals”). Invalid

coupon codes and banners must be removed by the publisher, or it should be made clear to the readers that the code has already expired.

3.6.3. Affiliates are responsible for removing any unauthorized, user-submitted codes.

3.6.4. Before distributing coupon codes on multiple sites, this needs to be disclosed and approved by the

LipstickSmoothie Affiliate Program. Please send any new websites and promotions distributing LipstickSmoothie coupon codes via email to [email protected] and wait for the approval before distributing.

3.6.5. Failure to keep to these guidelines will result in suspension and loss of commission(s). Upon being warned, affiliates must remove all violations. Repeated abuse of the guidelines will lead to the termination of your

affiliation. Furthermore, any pending commissions will not be paid if your account has been terminated due to coupon code misuse.

3.7. “Cookie-Stuffing” Policy

“Cookie-Stuffing”, forced clicks, etc. is not endorsed. “Cookie stuffing” is an unlawful strategy which generates sales for the affiliate. (IE: Use of cookie stuffing to cause tracking systems to determine that a user has clicked through a qualifying affiliate link – and to pay commissions accordingly- even if the user has not actually clicked through any such link). Affiliates found using, engaging in or receiving such a strategy will be immediately revoked and all commission(s) will be forfeited.

3.8. Adware & Toolbars

Affiliates are forbidden from transferring any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-Ons,” “Shopping Wallets” or “deceptive pop-ups” and/or “pop-unders” to customers from the time between the customer clicking on a qualifying link to the LipstickSmoothie website and then exiting the LipstickSmoothie site (ie. there will be no visible page(s) from the LipstickSmoothie site or any LipstickSmoothie content or branding on the end-user’s screen). The terms a. “Parasiteware™” and “Parasitic Marketing” mean an application that (a) through unintentional or direct intent causes the overwriting of affiliate and non-affiliate tracking cookies through any means other than a

customer-initiated click on a qualifying link on a web page or email; (b) uses an installed software to divert searches in order to redirect traffic, thereby causing pop ups & commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would usually have arrived at the same destination through the results given by the search (search engines including, but not limited to, Google, MSN, Yahoo and similar search or directory engines); (c) sets commission tracking cookies by loading LipstickSmoothie site in IFrames, hidden links and automatic pop ups that open LipstickSmoothie’s site; (d) targets text(s) on websites other than those 100% owned by the application holder, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any banners other than those that are on websites 100% owned by the application holder.

4.     Grant of Licenses

4.1. We grant you with a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this agreement and (ii) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide you with or authorize for such purposes, solely in connection with such links. You are only entitled to use the Licensed Materials if you are an active member of the LipstickSmoothie Affiliate Program. You agree that all practices of the Licensed Materials will be on behalf of LipstickSmoothie and the rapport associated therewith is for the sole benefit of LipstickSmoothie.

4.2. Each party agrees not to use proprietary materials from others in any way that could be interpreted as disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this agreement, each party retains all right(s), entitlement(s), and interest(s) to its respective rights and no right, entitlement, or interest can be transferred to anyone else.

4.3 Each affiliate from the LipstickSmoothie Affiliate Program grants LipstickSmoothie with the non-exclusive rights to use photos, descriptions, and artistic concepts associated with any content, images, and videos related to the use of LipstickSmoothie products.

5.     Disclaimer

LIPSTICKSMOOTHIE MAKES TO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROGRAM, LIPSTICKSMOOTHIE’S SERVICES, WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED HEREIN, ANY IMPLIED WARRANTIES OF LIPSTICKSMOOTHIE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WITH BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

6.     Representations and Warranties

You represent and warrant that:

6.1. This agreement has been suitably and accurately executed and delivered to you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

6.2. You have the complete right, power, and authority to enter into and be bound by the terms and conditions of this agreement. Furthermore, you have the full right to perform your obligations under this agreement without the approval or consent of any other party;

6.3. You have sufficient right(s), entitlement(s), and interest(s) in and to the rights granted to us in this agreement.

7.     Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LIPSTICKSMOOTHIE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

8.     Indemnification

You hereby agree to indemnify and compensate LipstickSmoothie and its subsidiaries and affiliates, their directors, officers, employees, agents, partners, members, and other owners, for any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar that such Losses (or actions in respect thereof) arise out of or are based on (i) any claim(s) that us using the affiliate trademarks infringes on any trademark(s), trade name(s), service mark(s), copyright(s), license(s), intellectual property/properties, or any other proprietary right(s) of any third party, (ii) any misrepresentation(s) of a representation or warranty or

breach(es) of an agreement made by you herein, or (iii) any claim(s) related to your site(s), including but not limited to content therein not attributable to us.

9.  Confidentiality

All confidential information including but not limited to any business, technical, financial, and customer information disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep this proprietary information of the other party in confidence and not use or disclose it without receiving written permission from the disclosing party first.

10.  Payments

You will receive commission for sending authorized sales via your affiliate links. Commissions are automatically calculated and based on the subtotal of the referred sale. In order to place an affiliate link, LipstickSmoothie needs to approve of you to becoming an affiliate. Payout rates can be changed at any time and viewed via your affiliate account on https://lipsticksmoothie.refersion.com/affiliate/. It is your responsibility to determine whether the payout for a link you have placed has been changed or discontinued. Payments are made upon request and when your account balance reaches the required minimum or more. Your account will not accrue interest.

11.  Affiliate Account Interface

You are required to create an account and password in order to enter the secure affiliate account interface.

From there, you will be able to view and receive reports regarding the commissions that you are due.

The affiliate program is hosted on a 3rd-party, cloud-based affiliate platform called “Refersion.” Affiliates recognize that LipstickSmoothie is not responsible for any bugs, downtime, miscalculations of commissions, or any other issues that may occur on the platform. Affiliates also acknowledge that LipstickSmoothie will do everything within its power to create a pleasant experience for its affiliates. 

Details of Refersion’s Privacy Policy can be found at https://lipsticksmoothie.refersion.com/privacy. Details of Refersion’s Terms and Conditions can be found at https://lipsticksmoothie.refersion.com/terms.

12.  Modification

We may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such an event, you will receive an email notification. Modifications may include, but are not limited to, changes in the payment procedures and LipstickSmoothie Affiliate Program rules. If you do not agree with any of the modifications, your only option is to end this agreement. Any continuation in participation in LipstickSmoothie’s Affiliate Program following the notification of any modifications or new agreements on our site will indicate your agreement to the changes.

13.  Revocation of Affiliation

Affiliation can be ended at any time, with or without cause, by giving the other party notice in written form i.e. a letter or email. In addition, this agreement will terminate immediately upon any breach of this agreement by you. If your affiliation with LipstickSmoothie is revoked for any reason, you will be unable to rejoin the program in the future.