The following are the terms and conditions of participating in the Jouer Cosmetics Affiliate Program (the “Affiliate Program”). Please read this Affiliate Agreement (“Agreement”) carefully before registering and using the Affiliate Program. By signing up for the Affiliate Program, you indicate your acceptance of this Agreement and that you have read, understand, acknowledge and agree to be bound by its terms and conditions. 

AFFILIATE AGREEMENT 

Overview 

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the jouercosmetics.com web site. Please note that throughout this Agreement, “Jouer Cosmetics,” "we," "us," and "our" refer to Jouer Cosmetics, and “Affiliate,” "you," "your," and "yours" refer to the Affiliate.  

Affiliate Obligations 

The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 

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 third party’s copyrighted material or other intellectual property in violation of the law or any third party rights. 

An affiliate who receives commissions is not required to repay those draws if the commission does not become finally due and payable to the affiliate. 

Affiliate  

Affiliate further agrees and warrants that it will comply with all local, state and federal laws (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding the sending of e-mails. 

Affiliate Tracking 

a. You will be sent an “Affiliate Link” which allows us to identify commissions originating from you. To receive commissions, you must use the provided Affiliate Link. You are solely responsible for insuring that your Affiliate Link is setup properly to qualify for commissions.  

b. Links: When a web surfer clicks through your Affiliate link, a cookie is set in their browser that contains your Affiliate username. Also, their IP address is tracked in the database along with your Affiliate name. When this person decides to buy a product, the script will look for this cookie and/or try to match their IP address to identify the Affiliate who will be awarded the commission. Visitors sent through your Affiliate link may make a purchase within 30 days and the commission will still be awarded if the cookie is present in their browser and/or the using the same IP address as the one logged in the database.  

c. Coupon Code: When a consumer uses a certain coupon code that has been generated for the Affiliate by Jouer Cosmetics that code usage is tracked and added to the Affiliate sales so as to include promoted sales brought in from other locations that are not able to embed traditional tracking links. If it occurs that a coupon code is used and a link cookie is present, the AFFILIATE link governs earning the commission. 

Jouer Cosmetics Rights and Obligations 

 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 of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further 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. 

Jouer Cosmetics reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse the Affiliate Program in any way. If such fraud or abuse is detected, Jouer Cosmetics shall not be liable to you for any commissions for such fraudulent sales. 

This Agreement will begin upon our acceptance of your Affiliate application and submission of W9 and will continue unless terminated hereunder. 

Termination 

Either you or we may end this Agreement AT ANY TIME, with or without cause. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. In the event of termination of this Agreement, Jouer Cosmetics shall have no further obligations to you.  

Modification 

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes. 

Payment 

Jouer Cosmetics uses a third party to handle all of the tracking and payment in connection with the Affiliate Program. The third party is the refersion.com affiliate network. Kindly review the network’s payment terms and conditions. 

Eligible Payments 

Affiliate monies due for orders generated as a result of Affiliate links or coupon code use will be held for 30 days after the shipping date of an order. This delay is necessary to allow Jouer Cosmetics ample time to compensate for returns, exchanges or canceled orders. Payments will be calculated and sent out to Affiliate on approximately the 15th of the month for the previous month according to the terms and conditions of this Agreement, provided that we reserve the right to modify the payment schedule so long as Jouer Cosmetics provides public notice of any modifications to the affiliates. 

Affiliate Payment 

Payments to Affiliate will be rendered through PayPal and affiliate must provide an active PayPal account email upon registration into the Jouer Cosmetics Affiliate Program.   

Access to Affiliate Account Interface 

You will create a password so that you may enter refersion'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. 

Promotion Restrictions 

You are free to promote your own web sites, but naturally any promotion that mentions Jouer Cosmetics 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 Jouer Cosmetics. For example, advertising commonly referred to 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 (UCE), 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 Jouer Cosmetics so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Jouer Cosmetics so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Jouer Cosmetics. 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 Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. 

Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Jouer Cosmetics, jouercosmetics.com, wwww.jouercosmetics.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Affiliate Program. 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. 

Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Jouer Cosmetics products). 

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 JouerCosmetics.com.com site (i.e., no page from our site or any jouercosmetics.com’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 jouercosmetics.com site in IFrames, hidden links and automatic pop ups that open jouercosmetics.com’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 with any other banners, other than those that are on web sites 100% owned by the owner of the application. 

Grant of Licenses 

We grant to you 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) 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 the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of jouercosmetics.com and the good will associated therewith will inure to the sole benefit of refersion.com.  

You agree not to use the Licensed Materials, or any other intellectual property belonging to Jouer Cosmetics, in any manner that is distasteful, defamatory, disparaging, misleading, obscene or that otherwise misrepresents or portrays Jouer Cosmetics in a negative light. Other than the limited license granted in this Agreement, we retain all right, title, and interest to  our intellectual property rights and no right, title, or interest is transferred to you hereunder. The license granted to you hereunder is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business.  

You further agree that you will not register any trademark that is substantially similar to one owned by Jouer Cosmetics, and will not register or maintain any internet domain names containing trademarked terms owned by Jouer Cosmetics or its parents or affiliate companies (or domain names confusingly similar thereto). 

Disclaimer 

JOUER COSMETICS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING JOUER COSMETICS SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF JOUERCOSMETICS.COM 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. 

Representations and Warranties 

You represent and warrant that: 

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; 

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; 

You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 

By completing the Affiliate Program sign-up form you acknowledge that you have (1) Read the terms and conditions above for the Affiliate Program, (2) Understand the terms and Conditions, and (3) Agree with terms and conditions. 

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 OUR 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 OR PAYABLE TO YOU UNDER THIS AGREEMENT. 

You understand that Affiliate Program tracking can never be 100% accurate and we are not responsible for inaccuracies that might occur beyond our control. Tracking of affiliate commissions depend on several factors which are out of our control. It is our goal to make affiliate tracking as accurate as possible, however, we cannot guarantee 100% tracking for situations beyond our control.  

Underage, Parental Consent Needed 

If the Affiliate is a natural person s/he must be at least 18 years of age. If the Affiliate has not reached the age of 18 a parent/ guardian must give his consent to the registration to the Affiliate Program and the registration of an Affiliate below the age of 18 without parental consent will be ineffective. 

Indemnification 

You hereby agree to indemnify, defend and hold harmless Jouer Cosmetics, 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,  (iii) any claim related to your site, including, without limitation, content therein not attributable to us, and/or (iv) your gross negligence and/or willful misconduct in your engagement under the Affiliate Program. 

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. 

Miscellaneous 

You agree that the relationship between Jouer Cosmetics and you is that of independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you, Jouer Cosmetics and refersion.com. You shall conduct your business at your own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of Jouer Cosmetics. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section. You will be responsible for your own local, state or country taxes.  

Jouer Cosmetics may assign this Agreement in its sole discretion. You may not assign your rights or obligations under this Agreement to any party. 

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. 

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 

This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 

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. 

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.