1. INDEPENDENT CONTRACTOR STATUS:  Every Filly Flair Brand Ambassador is an independent contractor, not an employee of Filly Flair. Each Brand Ambassador is a self- employed independent businessperson who conducts business under an agreement with Filly Flair.

1.2 Enrollment: To become a FILLY FLAIR Brand Ambassador, one must electronically submit a properly completed Brand Ambassador Application & Agreement to FILLY FLAIR. FILLY FLAIR reserves the right to reject any new or renewal application. FILLY FLAIR Brand Ambassador must be 18 years of age or older and may not:

Be in jail or prison or otherwise confined to a correctional institution.

Be a current employee of Filly Flair or director of Filly Flair or its affiliated companies.

- Each Filly Flair Brand Ambassador is solely responsible for and must pay all federal, state, and local FICA, or taxes applicable to all fees, commissions, overrides, bonuses and other items of value he or she receives from Filly Flair.

- Each Filly Flair Brand Ambassador is solely responsible for his or her own activities, commitments and contracts, and all liabilities, obligations and expenses which the Filly Flair Brand Ambassador incurs.

- Each Filly Flair Brand Ambassador is solely responsible for complying with all laws applicable to his or her business.

1.3 TAX INFORMATION REQUIRE:D In order for FILLY FLAIR to comply with IRS regulations, it must have a valid Social Security number or Federal Tax ID number to provide the required 1099 reporting.

2. PAYMENT TERMS:

FILLY FLAIR will remit payment via ACH or check to FILLY FLAIR brand ambassadors for commission on qualified sales on the 15th of the month following the sales period.  For example, for the sales period from August 1-31, payment for net sales (gross sales less discounts, tax, shipping & returns) would be sent to each brand ambassador on September 15th.  Any additional adjustments would be noted and appear in the following pay period.

3. OPERATING AS A BRAND AMBASSADOR: 

Each Filly Flair Brand Ambassador agrees to utilize his or her best efforts to represent and sell Filly Flair products and present the Filly Flair opportunity with the highest degree of professionalism, integrity, ethics and accuracy. Filly Flair Brand Ambassadors shall safeguard and promote the good reputation of Filly Flair. Filly Flair Brand Ambassadors shall at all times conduct their Filly Flair business in a manner that reflects favorably on the Filly Flair products and the good name, the goodwill and reputation of Filly Flair. Filly Flair Brand Ambassadors shall not engage in deceptive, misleading, or unethical conduct or practices that are or might be detrimental to Filly Flair, the Filly Flair products, or the public, including, without limitation, disparagement of Filly Flair or Filly Flair products (as discussed in more detail below). Filly Flair Brand Ambassadors shall comply with all laws, rules, regulations and governmental requirements applicable to the operation of their Filly Flair business and performance under this Agreement, including the marketing, promotion and sale of Filly Flair products. Filly Flair Brand Ambassadors shall not participate in any activity which is illegal, or in any way may be deemed detrimental to the Filly Flair name, product, opportunity, business, corporate entity or the organization of Filly Flair.

Every Filly Flair Brand Ambassador is fully responsible for all of   his or her verbal and written statements made regarding Filly Flair’s products produced and distributed by Filly Flair. Every Filly Flair Brand Ambassador agrees to indemnify Filly Flair and Filly Flair’s directors, officers, employees and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorneys’ fees, court costs or lost business incurred by Filly Flair as a result of the Filly Flair Brand Ambassador’s unauthorized representations or actions regarding Filly Flair. This provision shall survive the termination or expiration of the Brand Ambassador Agreement.

3.1 SELLING PRODUCTS ONLINE

All Filly Flair Brand Ambassadors’ sales must be routed through the Filly Flair website using their agreed-upon Ambassador ID link.

4. CONFIDENTIALITY: Filly Flair Brand Ambassadors may be party to confidential, proprietary information of Filly Flair, and constitute a business trade secret belonging to Filly Flair.  They are provided to Filly Flair Brand Ambassadors by Filly Flair in strictest confidence and are made available to Filly Flair Brand Ambassadors for the sole purpose of supporting their business. 

5. NON-DISPARAGEMENT: Filly Flair welcomes constructive input regarding the Filly Flair program and Filly Flair products, but publicly communicated negative comments and remarks by Filly Flair Brand Ambassadors about Filly Flair, Filly Flair products, Filly Flair employees or other Filly Flair Brand Ambassadors serve no purpose other than to undermine the enthusiasm of our brand. Filly Flair Brand Ambassadors must not disparage Filly Flair, other Filly Flair Brand Ambassadors, Filly Flair’s products or services, Filly Flair’s employees or those of any other competing company. Disparagement of Filly Flair shall constitute a material breach of the Agreement and may result in termination.

6. WARRANTIES, LIMITED LIABIITY AND INDEMNITY

6.1 NO EXPRESS OR IMPLIED WARRANTIES EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, FILLY FLAIR DOES NOT MAKE ANYREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO FILLY FLAIR's PRODUCTS AND SERVICES, ITS WEBSITE, INFORMATION CONTAINED ON THE WEBSITE.

6.2 LIMITED LIABILITY

EXCEPT AS OTHERWISE STATED HEREIN, EACH FILLY FLAIR BRAND AMBASSADOR AGREES THAT FILLY FLAIR, ITS AFFILIATES, AGENTS, BRAND AMBASSADORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS WHETHER DIRECT OR INDIRECT, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE USE OR INABILITY TO USE THIS SERVICE, THE PURCHASE OR USE OF FILLY FLAIR GOODS, SERVICES OR INFORMATION, PARTICIPATION AS AN FILLY FLAIR BRAND AMBASSADOR, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSIONS OR DATA. EACH FILLY FLAIR BRAND AMBASSADOR HEREBY WAIVES ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT, OR OTHER GROUNDS, EVEN IF FILLY FLAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY.

6.3 INDEMNITY AND HOLD HARMLESS AGREEMENT

IN THE CONDUCT OF AN FILLY FLAIR BRAND AMBASSADOR BUSINESS, EACH FILLY FLAIR BRAND AMBASSADOR AGREES TO REFRAIN FROM ALL CONDUCT THAT MIGHT BE HARMFUL TO THE REPUTATION OF FILLY FLAIR OR ITS PRODUCTS, INCLUDING BUT NOT LIMITED TO, CONDUCT INCONSISTENT WITH THE PUBLIC INTEREST OR CONDUCT THAT IS DECEPTIVE, MISLEADING, UNETHICAL OR IMMORAL. EACH FILLY FLAIR BRAND AMBASSADOR AGREES TO HOLD HARMLESS AND INDEMNIFY FILLY FLAIR, ITS AFFILIATES, AGENTS, FILLY FLAIR BRAND AMBASSADORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ANY CLAIMS, DAMAGES OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF BUSINESS PRACTICES BY THE FILLY FLAIR BRAND AMBASSADOR, INCLUDING BREACH OF ANY OF FILLY FLAIR POLICIES & PROCEDURES OR OTHER AGREEMENTS. EACH FILLY FLAIR BRAND AMBASSADOR ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS FILLY FLAIR, ITS AFFILIATES, AGENTS, FILLY FLAIR BRAND AMBASSADORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY AND ALL LIABILITIES, CLAIMS, EXPENSES AND DAMAGES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR IN ANY WAY RELATED TO HIS OR HER USE OF THIS SERVICE, PURCHASE, SALE OR 

INFORMATION REGARDING FILLY FLAIR PRODUCTS, OR IN CONNECTION WITH HIS OR HER ACCOUNT OR ANY OTHER PERSON’S USE OR ACCESS TO THIS SERVICE BY OR THROUGH HIS OR HER ACCOUNT, WITH OR WITHOUT HIS OR HER PERMISSION, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF LIBEL, DEFAMATION, VIOLATION OF RIGHTS OF PRIVACY OR PUBLICITY, TRESPASS, AND INFRINGEMENT OF INTELLECTUAL OR OTHER PROPRIETARY RIGHTS.

7. NON-INTERFERENCE WITH FILLY FLAIR PRODUCT DEVELOPMENT AND MANUFACTURE

The development and manufacture of Filly Flair products is solely within Filly Flair’s authority. Filly Flair Brand Ambassadors shall not contact or communicate with manufacturers, suppliers and/or vendors of Filly Flair products relating to the development, manufacture, or sale. Filly Flair Brand Ambassadors are prohibited from procuring, or seeking to procure, directly or indirectly, any financial or personal gain from any manufacturer, supplier and/or vendor of Filly Flair products relating to the development, manufacture, or sale of Filly Flair products.

- Filly Flair Brand Ambassadors may not publish, post or distribute any material on their online presence in connection with Filly Flair that is defamatory, libelous, disparaging, threatening, offensive, harassing, abusive, obscene, pornographic, in violation of applicable law, or that inhibits others from enjoying the Filly Flair website or Filly Flair Brand Ambassador websites.

- Filly Flair Brand Ambassadors may not violate or infringe on the rights of others, including privacy, publicity and proprietary rights.

- Filly Flair Brand Ambassadors agree not to interfere or take action that results in interference with or disruption of Filly Flair or other Filly Flair Brand Ambassadors.

8. RESPONSIBILITY FOR POSTINGS

Under the Agreement, each Filly Flair Brand Ambassador agrees to indemnify Filly Flair against all damages arising out of his or her activities as a Filly Flair Brand Ambassador. Filly Flair may rely on this indemnity if a Filly Flair Brand Ambassador’s online activity damages Filly Flair or the Filly Flair opportunity. Filly Flair Brand Ambassadors are responsible for their own postings and all other online activity conducted by or on behalf of that Filly Flair Brand Ambassador’s business. If a Filly Flair Brand Ambassador posts, directly or indirectly, any comment to any such site that relates to Filly Flair, the Filly Flair Brand Ambassador is responsible for the posting.

9. TRUTHFULNESS IN POSTINGS

Filly Flair Brand Ambassadors must refrain from making any misleading or deceptive claims or statements about Filly Flair, the Filly Flair products or the Filly Flair opportunity in any online postings. It is the obligation of Filly Flair Brand Ambassadors to ensure their postings and other online marketing activities are truthful, not deceptive and not misleading to customers or potential Filly Flair Brand Ambassadors in any way.

10. RESPECTING PRIVACY

Filly Flair Brand Ambassadors must always respect the privacy of others in their postings and must not engage in gossip or advance rumors about any individual, company, or competitive products or services. In this regard, Filly Flair Brand Ambassadors may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.

11. INAPPROPRIATE CONTENT PROHIBITED

When Filly Flair Brand Ambassadors participate in social networking sites, they must comply with the terms of use of the site, particularly (but not limited to) in relation to avoiding inappropriate conversations, comments, images, video, audio or other applications, including but not limited to profane, violent, offensive, threatening, defamatory, libelous, harassing, discriminatory or vulgar content (all of which is termed “Inappropriate Content”). The determination of what is Inappropriate Content shall be determined by Filly Flair in its sole discretion, and offending Filly Flair Brand Ambassadors will be subject to deactivation. 

12. REMOVAL UPON TERMINATION OF FILLY FLAIR ID

If a Filly Flair Brand Ambassador’s Agreement is terminated for any reason, pursuant to the terms of the Agreement, he or she must immediately discontinue all uses of Filly Flair’s name, Filly Flair’s trademarks, trade names, service marks, other intellectual property, and all derivatives of such marks and intellectual property, in any format, including print, email, postings and all social media sites.

13. DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

All disputes and claims (the “Dispute” or “Disputes”) relating to Filly Flair, or its past or present related entities, officers, directors, employees, investors, distributors or vendors, its marketing and compensation plan, its products, its services, the rights and obligations of a Filly Flair Brand Ambassador and Filly Flair, or any other claims or causes of action arising out of the relationship between the parties or relating to the performance of either a Filly Flair Brand Ambassador or Filly Flair under the Agreement, or the purchase of products, shall be submitted to mediation and if that is not successful, to final and binding arbitration.

13.1 MEDIATION

If a Dispute arises, it is expected that the parties will attempt in good faith to resolve it in an amicable and mutually satisfactory manner. If such efforts are unsuccessful, and as a prerequisite to filing a claim in arbitration, either party shall first serve a notice requesting mediation (“Notice of Mediation”) on the other party. Notice of Mediation shall be personally delivered or sent by prepaid registered airmail or over- night courier, and shall be effective on receipt by the party to whom it is addressed. Notice to Filly Flair must be addressed and delivered to the General Counsel at Filly Flair’s primary corporate offices in the United States.