Affiliate Registration

Terms and Conditions PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FALLIEN COSMECEUTICALS, LTD DBA. FALLENE, LTD., UNDER THE BRAND TIZO. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 1.      Overview This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Fallene, Ltd.’s (TIZO’s) Affiliate Program. Please note that through this Agreement, “we,” “us,” “our,” and TIZO refer to Fallene, Ltd., and “you,” “your,” and “yours” refers to the affiliate. This Affiliate Program is for United States Residents only. We do not ship to locations outside of the United States, and affiliates must be based in the United States to be applicable. 2.      Affiliate Obligations 2.1 To begin the enrollment process, you will complete and submit the online application at the Affiliatly server. We will manually review and approve or deny your application. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including, but not limited to, if it: Promotes sexually explicit materials. Promotes violence. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Promotes illegal activities. Incorporates materials which infringe or assist other to infringe on any copyright, trademark, or other intellectual property rights or to violate the law. Includes “TIZO” or variations or misspellings thereof in its domain name. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion. Contains software downloads that potentially enable diversions of commission from other affiliates in our program. You may not create or design your website or any other website that you operate, explicitly or implied, in a manner which leads customers to believe you are Fallene, Ltd. or any other affiliated business. 2.2 As a member of Fallene, Ltd.’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously published affiliate newsletters, download HTML code that provides for links to web pages within TIZO’s website as well as banner creatives, browse and get tracking codes for coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you. 2.3 Fallene, Ltd. reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you. 2.4 The maintenance and the updating of your site will be your responsibility. We may monitor your site as we see necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 2.5 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible, and you will be solely responsible, if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights. 2.6 Affiliate must follow FTC guidelines on affiliate disclosures, including putting the disclosure in a prominent area near the affiliate link. The disclosure cannot be hidden in small text or an unobvious place on the website. Affiliate must abide by State and  Federal laws, including the CAN-SPAM Act. 3.      Fallene, Ltd.’s Rights and Obligations 3.1 We have the right to monitor your site at any time to determine if you are following the Terms and Conditions of this Agreement. We may notify you to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program. 3.2 Fallene, Ltd. reserves the right to terminate this Agreement and your participation in the Fallene, Ltd. Affiliate Program immediately and without notice should you commit fraud in your use of the Fallene, Ltd. Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Fallene, Ltd. shall not be liable to you for any commissions for such fraudulent sales. 3.3 This Agreement will begin upon our acceptance of your Affiliate Application and will continue unless terminated hereunder. 4.      Termination Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. If you choose to terminate this Agreement, it will be effective immediately. Any commission that you have already accrued will be paid out at the next payout point. Any commission that comes through from already existing cookie lives will be lost. In addition, the Agreement will terminate immediately upon any breach of this Agreement by you. In such a case, any unpaid commission will not be paid out. 5.      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 be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Fallene, Ltd.’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Fallene, Ltd.’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes. 6.      Payment and Commission Plan Fallene, Ltd. uses a third party to handle payment. That third party is PayPal. Please review the network’s payment terms and conditions. Affiliate will be paid 8% commission on every sale, minus shipping and taxes. Commissions will be paid once a month. There is a minimum affiliate payout of $50.00. Your monthly commission will carry over to the following month until you reach a minimum payout of $50.00. You cannot refer yourself, and you will not receive commission on your own purchases. There is a commission locking period of 30 days to account for refunds, chargebacks, or fraudulent payments. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out. The Cookie Life Period is 30 days from the date of the End User’s first arrival on TIZO’s website through the Affiliate’s reference link. You will receive commission during the period of 30 days so long as the transaction has been successfully completed, as stated above. Repeat purchases within the Cookie Life Period will earn you commission. Repeat purchases past the 30 day Cookie life will not earn you commission. 7.      Access to Affiliate Account Interface You will create a password so that you may enter Affiliatly’s secure affiliate account interface. From their site, you will be able to receive your reports that will describe our calculation of the commissions due to you. 8.      Promotion Restrictions 8.1 You are free to promote your own websites, but naturally any promotion that mentions TIZO could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Fallene, Ltd. For example, advertising commonly known as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote TIZO so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote TIZO so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from TIZO. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the TIZO Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. 8.2 Pay-Per-Click bidding is NOT allowed without prior written permission. If permitted, you must work with the TIZO team on permitted keywords so as to avoid direct competition between yourself and the brand. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as TIZO, www.tizo.com, www.tizoskin.com, TIZO Skin, TIZO Skincare, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from TIZO’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior. 8.3 Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited TIZO’s website (i.e., no page from our site or any TIZO’s content or branding is visible on the end-user’s screen). As used herein, a “Parasiteware™” and “Parasitic Marketing” shall mean an application that: (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links, and automatic pop ups that open TIZO’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces, or blocks the visibility of Affiliate banners, other than those that are on websites 100% owned by the owner of the application, with any other banner. 9.      Grant of Licenses 9.1 We grant you a non-exclusive, non-transferable, revocable right to (a) access our site through HTML link solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material, collectively the “Licensed Materials”, that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of TIZO and the good will associated therewith will inure to the sole benefit of TIZO. 9.2 Each party agrees not to use the other’s proprietary materials in any manner that is 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 rights, titles, and interests to its respective rights and no right, title, or interest is transferable to the other. 10.  Disclaimer FALLENE, LTD. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FALLENE, LTD.’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FALLENE, LTD.’S ABILITY, 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 WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 11.  Representations and Warranties You represent and warrant that: 11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; 11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 12.  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, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FALLENE, LTD.’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. 13.  Indemnification You hereby agree to indemnify and hold harmless Fallene, Ltd., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against 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 as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. 14.  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 will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. 15.  Miscellaneous 15.1. 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 Fallene, Ltd. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party. 15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Pennsylvania without regard to the conflicts of laws and principles thereof. 15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 15.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written. 15.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect. 16.  Governing Law, Jurisdiction, and Attorney Fees 16.1 This agreement shall be governed and construed in accordance with the laws of the United States and the Commonwealth of Pennsylvania. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees. 17.  Electronic Signatures Effective 17.1 The Agreement is an electronic contract that sets out the legally binding terms of your participation in the TIZO affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Affiliatly and/or TIZO application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.