With a high converting site, you’ll be increasing your revenue while offering a valuable resource for you and your customers. Treehut's affiliates are considered an extension of the team, working together to provide exceptional products that they will love! Treehut Affiliate Terms & Conditions: We disallow any and all brand bidding (Trademarks, company name, domain names – and any misspellings) Please read our affiliate terms and conditions carefully before you apply to join our program or begin marketing our program. FOREWORD Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration from you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. Please bear with us as we take you through this legal formality. If you have any questions, please don’t hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results, please email us at [email protected]. You can also reach us via Telephone at: (415) 799-8832 9am-12 noon California time, Monday to Friday. SUMMARY 1. Do not apply if your website promotes sexually explicit materials, violence, discrimination, and/or illegal activities. 2. We do not generally work with distributors of downloadable software, toolbars, browser helper objects, shopping assistance applications, etc. without prior approval. Please contact us and we will approve your app on a case-by-case basis. 3. You must comply with FTC’s Endorsement Guidelines. 4. Fraud will be policed and penalized. 5. Spamming is prohibited. 6. Paid search campaigns containing our branded/trademarked terms and derivatives of our branded/trademarked terms ARE NOT PERMITTED. 7. Cybersquatting and typosquatting are prohibited. PUBLISHER AGREEMENT This Affiliate Agreement (this "Agreement") is made between you ("You" or "affiliate" or "partner" or "publisher") and us ("We" or "Us" or "Treehut" or "Treehut.co" or "merchant"). Neither Refersion nor any of its corporate affiliates are parties to this Agreement. BACKGROUND Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the refersion Network. TERMS AND CONDITIONS In consideration of the promises set forth below, each party agrees as follows: 1. OFFERS AND ENGAGEMENTS. 1.1. From time to time, We may post on the refersion Network offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 1.2. If You accept one of our Offers, we will have entered into an "Engagement." Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to You displaying a Qualifying Link on one of Your websites, Advertiser may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad. 2. YOUR RESPONSIBILITIES. 2.1. You hereby agree to comply with all applicable laws. 2.2 You hereby agree that the position, prominence and nature of links on the Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion. 2.2. You agree not to make any representations, warranties or other statements concerning Us, Our site, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement. 2.3. You are responsible for notifying Us and refersion of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification. 3. COMMISSIONS. 3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. 3.2. A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the refersion Newtork that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated. 3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledges that all agreements relating to sales to Customers shall be between Us and the Customer. 3.4. All determinations of Qualifying Links and whether a commission is payable will be made by refersion and will be final and binding on both You and Us. Prices for the products will be set solely by Us in Our discretion. 3.5 We WILL commission on the sale (customer purchase) of Gift Cards and Gift Certificates; 3.6 We WILL NOT commission on the use or redemption of Gift Cards or Gift Certificates, regardless of customer origin. If the payment method includes a Gift Card or Gift Certificate, commission will be paid on the "discounted sub-total" reduced by any redemption of Gift Card(s). 3.7 Pretty Perks Rewards. Pretty Perks Reward redemption is treated as a coupon or discount, and the transaction total is reduced (discounted) by the redemption of reward(s). Commission is calculated on the "discounted sub-total" after all discounts, and/or coupons, and/or rewards. 3.8 Returns. We offer our customers a 30-day money back guarantee. If a customer returns a product for a refund, or if credit card charges are reversed due to a dispute or credit card fraud, your account will be debited for any commission earned on that transaction (or portion thereof). 3.9 Last minute clicks. If an incoming qualifying link occurs within 2 minutes of final checkout, and there is already an active qualifying link (cookie) working for the same customer session, the "last click" commission value will be set to 10% of full commission, and the first qualifying link will receive 90% of full commission. 4. OWNERSHIP AND LICENSES. 4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. 4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the refersion Network, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request. 5. TERMINATION. 5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the refersion Network. Termination of an Engagement shall not terminate this Agreement or any other Engagement. 5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and the refersion Network. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 6. REPRESENTATIONS. 6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. CROSS-INDEMNIFICATION. 7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 8. refersion REQUIRED PROVISIONS. 8.1. Each party jointly and severally agrees to indemnify, defend, and hold harmless refersion and its publishers, officers, directors, employees and agents (collectively, "refersion") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. 8.2. The parties agree that refersion may rely on any data, notice, instruction or request furnished to refersion by either party which is reasonably believed by refersion to be genuine and to have been sent or presented by a person reasonably believed by refersion to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve refersion, refersion may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of refersion's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. 8.3. The parties acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. The parties acknowledge that refersion has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or either party's computer. refersion shall not be responsible for provision of any communications facilities or the costs associated with such communications. 8.4. The parties agree that refersion is an intended third party beneficiary of this Agreement. 9. LIMITATION OF LIABILITY. 9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 9.2. The parties agree that the refersion Network and refersion and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 10. AGREEMENT MODIFICATION We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or new agreement on our site. Notice of any change to this Agreement delivered by e-mail, to your address on our records, and the posting of a new agreement on the refersion Network is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, the Commission schedule, payment procedures and Affiliate Program rules. All such modifications shall take effect three (3) business days after we serve notice as provided above, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change. 11. TECHNOLOGY / SOCIAL MEDIA / E-MAIL In accordance with the refersion Terms and Conditions, You agree that You shall not: 11.1 Place or use any Link of Treehut.co except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions; Inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of the Treehut.co web site, by any method or using any hidden frames, java pop ups, Web bot, robot, automatic redirecting of users, autospawning of browsers, or any other technique or means of generating automated click-throughs, requiring visitors to click on Treehut.co's Link before entering any area of Your Site(s), by placing or including Promotions or links on pages of Your Site that automatically reload or go to another page without interaction from the user (for example, Treehut.co pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all Web users (for example, pop-up windows and hidden frames); Affiliates using any of the aforementioned techniques or methods to establish a click, and/or place a cookie on a users computer will be terminated without notice and forfeit all outstanding and future commissions. 11.2. Partner understands that the use of unsolicited commercial e-mail ("spam") by affiliates is absolutely prohibited. Your participation in the Treehut affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with Mommy Makeup. The following rules represent best practices, which are permitted under this agreement: (a) If an "opt-In" system exists for your line of business and target market, you must use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list.); (b) Partner may not use Merchant Name in the originating or return e-mail address line, header of any e-mail transmission. With prior approval, we may permit use of our Name in the subject line, on a case-by-case basis. Violation of this rule will result in the suspension or termination of your affiliate relationship with Treehut.co including the forfeiture of any commissions from the date of the offending e-mailing. 11.3. SOCIAL MEDIA: (a) Direct Facebook, Twitter and other Social media linking is allowed with prior approval. (b) Non-direct Facebook, Twitter and other social media linking is not allowed unless the referring page/site provides some type of value to the customer. 11.4. Affiliate MAY NOT promote, use, or advertise any coupon code(s) that may be available to the public. Unauthorized coupon codes shall include, but not be limited to those coupon codes unrelated to the Program that are distributed through our store, consumer email newsletters, social media, or direct mail promotions. The ONLY valid coupon codes will be exclusive to your affiliate program provided to you through the refersion Network. Affiliate(s) violating this policy will forfeit all outstanding and future commissions. 11.5. Affiliate may not register a domain name with the words "Treehut" or any derivative thereof. 11.6. Marketing and/or selling Treehut products through the use of online auctions, such as Ebay, is prohibited. 11.7 You may not: (a) employ, use or place any web browser add-ons, toolbars or pop-ups on your website without prior consent. (b) engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP’s address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to our site). Affiliate(s) violating this policy will immediately forfeit all outstanding and future commissions. (c) without the prior written approval of Treehut, use any Trademark, or any Licensed Material in an advertisement in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that Treehut.co or any related entity was the creator or sponsor of such advertisement. (d) employ, use, or receive any direct or indirect benefit from, any “cookie stuffing” methods (e.g., use of “cookie stuffing”, "cookie dropping", "forced clicks", "cookie sprinkling" to cause refersion’s tracking systems to conclude that a user has clicked through a Qualifying Link—and to pay commissions accordingly—even if the user has not actually clicked through any such link). Affiliate(s) violating this policy will immediately forfeit all outstanding and future commissions and we will void all transactions, from program inception. 12. TRADEMARKS and BRANDING These requirements apply to your use of Treehut.co and other trademarks and service marks belonging to Treehut (the “Trademarks”) in content that has been approved by us. 12.1. You may use the Trademarks only for purposes expressly authorized by us. 12.2. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks. 12.3. You may not display the Trademarks in any manner that implies endorsement of your website or business by Treehut.co outside of your involvement in the Program. 12.4. You may not use the Trademarks to disparage Treehut.co, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks. 12.5. You may place the Treehut name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites. 12.6. You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our benefit. 12.7. YOU MAY NOT USE THE TRADEMARKED NAMES, Treehut, Treehut.co, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN ANY MANNER INCLUDING KEYWORD BIDDING ON SEARCH ENGINES; YOU MAY NOT USE Treehut, Treehut.co, OR ANY VARIATION OR MISSPELLINGS THEREOF, IN METATAGS OR TO DIRECT TRAFFIC TO ANY WEBSITE OTHER THAN OUR SITE; YOU MAY NOT USE Treehut, Treehut.co, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN HIDDEN TEXT OR SOURCE CODE ; YOU MAY NOT USE Treehut, Treehut.co, OR ANY VARIATIONS OR MISPELLINGS THEREOF, IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR (URL). 12.8. You may not bid on any keyword or keywords string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks or any variation or misspelling of one of our Trademarks. Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone. 12.9. You may not employ any “fat finger” domains or typosquatters redirecting web traffic to your website. A typosquatter for “fat finger” domain is any domain that amounts to misspellings of any registered or unregistered Trademarks. 12.10. We may, in our sole discretion, terminate you or withhold payment of your Referral Fees for the days that we determine that you were bidding in violation of the keyword bidding requirements above. We reserve the right in our sole discretion to modify these requirements at any time. 13. GENERAL. 13.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 13.2. Affiliate may not claim to be Treehut, or Treehut.co, and must clearly state the nature of the Affiliate relationship. 13.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department. 13.4. By accepting any Offer through the refersion Network, You agree that you will be deemed to have executed, and will be bound by, this Agreement. 13.5. Confidentiality. Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and © otherwise as required by applicable law, rule, regulation or legal process, upon written notification to Treehut. 13.6. Testimonials and Endorsements. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials on Treehut’s products, as well as relationships, between other types of content websites (forums, blogs, microblogs, and other Social Media channels) and Treehut must be clearly disclosed in a separate policy on the affiliate sites. 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.” The FTC deems the relationship in an endorser-sponsor light and believes that the end user has the right to understand that one exists We share the undergirding idea of this approach and strongly encourage our affiliates to adhere to the FTC’s rules. We also reserve the right to terminate our relationship with any non-compliant affiliates. 13.7. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.