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NETBOXX BEAUTY GANG TERMS & CONDITIONS
Welcome to NETBOXX BEAUTY GANG! Thank you for deciding to become a gang member.
The following terms and conditions apply to anyone accessing or using our network, whether as a merchant (“we” or “merchant”) or as a member (“you” or “member”) who refers customers to use the merchant's product or service.
By joining, members accept to use the membership in the manner stated in these Terms and Conditions and are bound by them. You are not authorized to register as gang member or participate in our membership program in any way if you do not agree to these Terms and Conditions in their entirety.
1. Approve & Deny the Registration
In our sole and absolute discretion, we reserve the right to approve or deny ANY member Program Registration. For the denial of your Member Program Registration, you will have no legal recourse against us.
This membership Agreement is entered into by NETBOXX (the "Client"), and NETBOXX BEAUTY GANG MEMBERs (the "member/influencer")
Whereas, the member/Influencer and NETBOXX desire to establish the terms and conditions under which the member/Influencer will provide services to the Client, the parties agree as follows:
1. Scope of Work. The member/Influencer agrees to perform such consulting, advisory and related services specified on Exhibit A to this Agreement ("Description of Services").
2. Term. This Agreement shall commence from the moment the member/influencer orders their first set of products. This agreement shall continue until the scope of work defined in the Description of Services is completed (such period, as it may be extended or sooner terminated in accordance with the provisions of Section 4, being referred to as the ("Service Period").
3. Payment.
a. Service Cost. In consideration of the Service, the Client will pay the member/Influencer with products unless specified otherwise.
b. Expenses. The member/Influencer shall be responsible for all business expenses incurred by the member/Influencer in connection with, or related to, the performance of the services.
c. Invoices. NETBOXX shall pay to the Influencer amounts shown on each statement or invoice described in Section 3(a) and 3(b) within 15 days after receipt thereof.
d. Benefits. The member/Influencer shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Client.
4. Termination. This Agreement may be terminated prior to the end of the Service Period by either the member/Influencer or NETBOXX upon written notice to the other party; In the event of termination, the member/Influencer shall be entitled to payments for services performed that have not been previously paid and, subject to the limitations in Section 3.2, for expenses paid or incurred prior to the effective date of termination that have not been previously paid. Such payment shall constitute full settlement of any and all claims of the members/Influencer of every description against the NETBOXX. In the event that the NETBOXX’s payment to the member/Influencer exceeds the amount of services performed and (subject to the limitations in Section 3.2) for expenses paid or incurred prior to the effective date of termination, then the member/Influencer will immediately refund the excess amount to the NETBOXX. Such refund shall constitute full settlement of any and all claims of NETBOXX of every description against the member/Influencer.
5. Cooperation. The member/Influencer shall use member/Influencer's best efforts in the performance of members/Influencer's obligations under this Agreement. NETBOXX shall provide such access to its information and property as may be reasonably required in order to permit the member/Influencer to perform members/Influencer's obligations hereunder. The Influencer shall cooperate with the NETBOXX’s personnel, shall not interfere with the conduct of the Client’s business and shall observe all rules, regulations and security requirements of the NETBOXX concerning the safety of persons and property.
6. Proprietary Information and Inventions.
a. Proprietary Information.
1. The member/Influencer acknowledges that members/Influencer’s relationship with the NETBOXX is one of high trust and confidence and that in the course of members/Influencer's service to the NETBOXX, member/Influencer will have access to and contact with Proprietary Information. The member/Influencer will not disclose any Proprietary Information to any person or entity other than employees of the NETBOXX or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the NETBOXX, either during or after the Consultation Period, unless and until such Proprietary Information has become public knowledge without fault by the member/Influencer.
2. For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Client, concerning the Client’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Influencerin the course of members/Influencer's service as a member/influencer to the NETBOXX.
3. The member/Influencer’s obligations under this Section 6 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Influencer or others of the terms of this Section 6, (ii) is generally disclosed to third parties by the Client without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Client.
4. The member/Influencer agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the member/Influencer or others, which shall come into members/Influencer's custody or possession, shall be and are the exclusive property of the NETBOXX to be used by the member/Influencer only in the performance of members/Influencer's duties for the Client and shall not be copied or removed from the NETBOXX’s premises except in the pursuit of the business of NETBOXX. All such materials or copies thereof and all tangible property of NETBOXX in the custody or possession of the Influencer shall be delivered to NETBOXX, upon the earlier of (i) a request by NETBOXX or (ii) the termination of this Agreement. After such delivery, the member/Influencer shall not retain any such materials or copies thereof or any such tangible property.
5. The member/Influencer agrees that members/Influencer’s obligation not to disclose or to use information and materials of the types set forth in paragraphs (2) and (4) above, and members/Influencer's obligation to return materials and tangible property set forth in paragraph (4) above extends to such types of information, materials and tangible property of customers of NETBOXX or suppliers to NETBOXX or other third parties who may have disclosed or entrusted the same to NETBOXX or to the member/Influencer.
6. The member/Influencer acknowledges that NETBOXX from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on NETBOXX regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The member/Influencer agrees to be bound by all such obligations and restrictions that are known to member/Influencer and to take all action necessary to discharge the obligations of NETBOXX under such agreements.
b. Inventions.
1. All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Influencer, solely or jointly with others or under members/Influencer's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of NETBOXX or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of NETBOXX. The member/Influencer hereby assigns to NETBOXX all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of NETBOXX as members/Influencer's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by NETBOXX at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Influencer not during normal working hours, not on the NETBOXX’s premises and not using the NETBOXX’s tools, devices, equipment or Proprietary Information. The Imember/Influencer further acknowledges that each original work of authorship which is made by the member/Influencer (solely or jointly with others) within the scope of the Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act.
2. Upon the request of NETBOXX and at NETBOXX’s expense, the member/Influencer shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to NETBOXX and to assist NETBOXX in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The member/Influencer also hereby waives all claims to moral rights in any Inventions.
3. The member/Influencer shall promptly disclose to NETBOXX all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by NETBOXX) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of NETBOXX at all times.
4. Notwithstanding the foregoing in this Section 6(b), the ownership and use of the Inventions that are assigned to the Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in 6(c).
7. Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising under this contract or as a result of, relating to or in connection with the service and the parties’ performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of liability.
8. Indemnification. The member/Influencer shall be solely liable for, and shall indemnify, defend and hold harmless NETBOXX and its successors and assigns from any claims, suits, judgments or causes of action initiated by any third party against NETBOXX where such actions result from or arise out of the services performed by the member/Influencer or its Employees under this Agreement. The member/Influencer shall further be solely liable for, and shall indemnify, defend and hold harmless NETBOXX and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Influencer’s or its Employees’ failure to pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. The member/Influencer shall further indemnify, defend and hold harmless NETBOXX and its successors and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on its part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Client relating to or arising out of the activities of the member/Influencer or its Employees and the member/Influencer shall pay reasonable attorneys’ fees, costs and expenses incident thereto.
9. Independent Contractor Status. The parties shall be deemed independent contractors for all purposes hereunder. Accordingly:
a. The member/Influencer will use its own equipment, tools and materials to perform its obligations hereunder.
b. NETBOXX will not control how the Service is performed on a day-to-day basis and the Influencer will determine when, where and how the Service will be provided.
c. NETBOXX will not provide training to the Influencer.
d. The member/Influencer will be solely responsible for all state and federal income taxes in connection with this Agreement.
e. This Agreement does not constitute an employment, partnership, joint venture or agency between the parties hereto, nor shall either of the parties hold itself out as such contrary to the terms hereof by advertising or otherwise nor shall either of the parties become bound or become liable because of any representation, action or omission of the other.
10. General.
a. Survival. Sections 4 through 11 shall survive the expiration or termination of this Agreement.
b. Non-Solicitation. During the Service Period and for a period of [six (6) months] thereafter, the Influencer shall not, either alone or in association with others, (a) solicit, or permit any organization directly or indirectly controlled by the Influencer to solicit, any employee of the Client to leave the employment of the Client, or (b) solicit or permit any organization directly or indirectly controlled by the Influencer to solicit any person who is engaged by the Client.
c. Use of Subcontractors. The Influencer may use trusted contractors to complete components of the Influencer’s obligations hereunder, provided that the Influencer shall remain solely responsible for such contractors’ performance, that the Client shall have no obligation to such contractors and the use of such contractors shall not cause any increase in fees, costs or expenses that would otherwise be payable hereunder.
d. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between NETBOXX and the member/Influencer and supersedes any prior understandings, agreements or representations by the parties, whether written or oral, with respect to the subject matter hereof.
e. Assignment. Neither party may assign or transfer this Agreement in whole or in part, nor any of the rights hereunder, without prior written consent of the other party.
f. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13.
g. Amendments. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each party.
h. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Influencer and NETBOXX agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
i. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
2. Member Links & Coupon
Although a member link is generated automatically, you can also create one for a single product or collection. If customers clicks on someone else's members links and afterwards clicks on yours, it's yours that counts.
On the dashboard, members may or may not be assigned to one discount code, with specifics and usage clarified. You will not receive a double commission if a customer clicks on the affiliate link and then uses the coupon code. If you have not been assigned a branded coupon, you aren't authorized to advertise it.
Members may also promote the merchant's website on social media platforms such as Facebook and Instagram, as well as in print publications such as magazines and newspapers.
3. Commission & Payouts
If you refer a consumer to our website and they place an order, you will be paid a commission based on the Commission structure. The commission amount is determined by the order value and does not include any additional fees (tax, shipping cost, etc.).
You must set payment details in your affiliate account settings to get the commission.
Payments will be made only for transactions that have been completed successfully. The members Program is regulated by a fair usage policy, which allows the merchant to examine each and every conversion. Status of the commission is displayed in the Conversions tab and any paid commission will be listed on the Payouts tab. Transactions that result in chargebacks or refunds are not eligible for payment.
4. Marketing Resources
Through the Marketing Resources tab, we may share promotional media with you, such as a banner, logo, or a specific collection promotion. To distribute on gang members channels, you may either download the media or acquire the HTML embed code.
5. Network
If the Network tab is enabled, members can ask others to become their downline members. If a downline members successfully refers an order for the merchant store, the upline members will receive a network commission based on the merchant's settings.
Share the network link with other members to invite them to join the network, and each affiliate who clicks on the link and registers will become a downline member.
6. Cookie
We track customers who click on your link using cookies, thus, they must be using cookies so we can track them.
We cannot track an user who does not allow cookies or clears their cookies, so we cannot pay rewards on that person's activity.
Cookie duration is specified in the member signup form. When a customer clicks on the member's link or apply the coupon, the tracking day begins. During the cookie period, every purchase made by this client on the merchant's website will result in commissions to the affiliate (the customer will not be required to click on the affiliate link).
7. Exclusion from Membership Program
If a gang member wants to be dismissed our membership program, they can send an email to: dnelson@netboxxcosmetics.com.
We're delighted you've made it this far through this important information.
We wish you the best of luck. You can come back to these Membership Program terms and conditions at any time, and if you have any questions, send an email to dnelson@netboxxcosmetics.com for assistance.