No Slippy Hair Clippy® Affiliate Program Agreement

1. Overview
   This Affiliate Program Agreement contains the terms and conditions that apply to your participation as a member of the affiliate program (the "Affiliate Program") for www.HairClippy.com (the "Merchant Website"), also referred as "we", "us", "our", or "Merchant". This Affiliate Program is administered through ShareASale.com, Inc. ("ShareASale"), operators of the "ShareASale Network". In this Agreement you are sometimes referred to as "you", "your" or "Affiliate". By submitting your Affiliate Application and participating in the Program you are confirming that you have read this Agreement and you agree to be bound by each and every term and condition.
   
   
2. Affiliate Obligations
   2.1 To begin the enrollment process, you must submit a complete Affiliate Application via our Site through the Network. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program. We reserve the right to approve or reject ANY affiliate program application in our sole and absolute discretion. You will have no legal recourse against HairClippy.com for the rejection of the application. Rejection to the application can include, but are not limited to:
   
   

   a. Non-English language site b. Site that promotes violence c. Site that promotes unlawful discrimination based on race, sex, age, religion, nationality, disability or sexual orientation d. Site that promotes illegal activities e. Site that incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law f. Site that incorporates the words "No Slippy Hair Clippy” or variations or misspellings thereof in the domain names of your Site g. Site that is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion h. Site that contains software downloads that potentially enable diversions of commission from other affiliates in our program i. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are HairClippy.com or any other affiliated business


2.2 Upon acceptance into the Program, we will make available to you links that, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your Site as you like. All such links that you will use in the Program will be provided to you from the Network. If you choose to display graphic images we provide, you will display in your Site only those graphic we provided in the form and appearance provided, without alteration. Only valid links generated by the Network will be tracked for purposes of determining referral fees that you may be eligible to receive on sales of products generated through your Site.

2.3 HairClippy.com 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 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.

2.5 You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:



a. The technical operation of your site and all related equipment b. The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials) c. Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) d. Ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.



3. HairClippy.com 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 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 HairClippy.com Affiliate Program.
   3.2. HairClippy.com reserves the right to terminate this Agreement and your participation in the HairClippy.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the HairClippy.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, HairClippy.com 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 party 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. In addition, this Agreement will terminate immediately upon any breach of the Agreement by you.
   
   
5. Modification
   We may modify any of the provisions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Network, and, if applicable, on the HairClippy.com Website or otherwise communicating such change to you. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures or Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE NETWORK WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
   
   
6. Order Processing
   We will process Product orders placed by customers solicited by you. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. Among other things, we will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter HairClippy.com via your affiliate link. We will track sales made to customers who purchase products through a link from your Site to our Site that you will generate using the Network's technology. Reports summarizing this sales activity will be available to you through the Network. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Network and may vary from time to time in our and the Network's reasonable discretion.
   
   
7. Payment
   All affiliate payments will be made in U.S. dollars. If a sale is canceled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. Company reserves the right to deduct in subsequent months, any commission paid for a product or service that is subsequently returned or refunded, or for any reason where the previous monthly commission was overpaid or later subject to reduction.
   
   HairClippy.com uses ShareASale.com affiliate Network to handle all tracking and payment. Kindly review the Network’s payment terms and conditions.
   
   
8. Promotion Restrictions
   8.1 You are free to promote your own web sites, but naturally any promotion that mentions HairClippy.com 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 HairClippy.com. 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 HairClippy.com 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 HairClippy.com 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 HairClippy.com. 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 HairClippy.com 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 Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as HairClippy.com, Hair Clippy, Hair Clippy No Slippy, www. HairClippy, www.HairClippy.com, and/or any misspellings or similar alterations of these, including registered trademarks owned by No Slippy Hair Clippy (included in Exhibit A attached) – 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 HairClippy.com’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.
   
   Using direct-to-merchant PPC when bidding on products is allowed but we reserve the right to grant this privilege to select professional PPC affiliates. Please contact us regarding this.
   
   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 HairClippy’s site (i.e., no page from our site or any HairClippy.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, Bing, Yahoo, Overture, AltaVista and similar search or directory engines); (c) set commission tracking cookies through loading of HairClippy site in IFrames, hidden links and automatic pop ups that open HairClippy’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.
   
   
9. Grant of Licenses
   9.1 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 HairClippy.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of HairClippy.com and the good will associated therewith will inure to the sole benefit of HairClippy.com.
   
   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 negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in the Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to another.
   
   
10. Disclaimer
    We do not make, and expressly disclaim, all express or implied warranties or representations with respect to this Agreement, the Network, and any products promoted through the Network (including warranties of fitness, merchantability, non-infringement, accuracy, completeness, or any implied warranties arising out of the course of performance, dealing, or trade usage). In addition, we do not make, and expressly disclaim, any warranties and representations 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. Access to our site is provided "As Is, Where Is" and "As Available." We disclaim all liability for all matters relating to the development, operation, maintenance and content on your site. Furthermore, each party agrees and represents that this Agreement does not in any way constitute approval, endorsement, or acceptance, in any way, of the content of the other party's webpages or Sites. EACH PARTY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE CONTENT OF THE OTHER PARTY’S SITES, INCLUDING CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT, CONTENT ACCURACY, DEFAMATION, AND OTHER UNLAWFUL CONTENT. Each party reserves the right to place a disclaimer on its Site or in promotional materials to reflect the disclaimers set forth herein.
    
    
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. Limitation of Liability
    We will not be liable (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) for indirect, special, exemplary, consequential or incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement, the Program or the Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement. You recognize and acknowledge that this limitation of damages is fair and reasonable, in light of the fact that we are providing the Program to you at no charge to you.
    
    
13. Indemnification
    You hereby agree to indemnify and hold harmless HairClippy.com, 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 which is marked "Confidential," 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 We, you and ShareASale are independent contractors, and nothing in this Agreement or in any ShareASale Affiliate Program documents is intended to or will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. 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 Agreement.
    
    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 California without regard to the conflicts of laws and principles thereof.
    
    15.4 This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
    
    15.5 Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control.
    
    15.6 The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
    
    15.7. Our failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.