Tori Belle Cosmetics Affiliate Agreement

This Affiliate Agreement (“Agreement”) is between Tori Belle Cosmetics LLC, a Washington Limited Liability Company with its principal place of business at 14241 NE Woodinville Duvall Rd, Suite 486, Woodinville, Washington USA (“Tori Belle Cosmetics”), and the individual or business entity identified below (“Affiliate”); the Agreement is in force and made effective as of the date signed below by Affiliate or its duly authorized representative. The Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the Tori Belle Cosmetics Affiliate Program, operated by Tori Belle Cosmetics and its contractors. This Agreement is NOT the same Affiliate agreement that governs Affiliates that are part of the Multi-Level Marketing sales channel. 

Defined Terms

As used in this Agreement, the following terms have the meanings indicated:

• “We” refers to Tori Belle Cosmetics LLC.
• ”You” refers to the Affiliate.
• "Two Level” means that you may recruit other team members and earn commissions or bonuses from them under this agreement.
• “Site” refers to the Tori Belle Cosmetics website, located at the URL www.toribellecosmetics.com or such other site that Tori Belle Cosmetics LLC may designate.
• “Affiliate Site” refers to the website owned, operated, or controlled by the Affiliate, disclosed below.
• “End-user” means an actual or potential consumer, customer, or another natural person.
• The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
• "Intellectual Property Rights" means technology, templates, designs, Sites, domains, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright, moral rights, database rights, and other intellectual property and proprietary rights, whether or not registered, therein and thereto.
• "Link" means any software, software code, programming, or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button”, "text-mention”, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked site.
• “Network" means the online affiliate marketing network operated by Tori Belle Cosmetics LLC.
• “Prohibited Activity” means any of the following activities: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortuous, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) illegal gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities;(g) offering of any MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights or otherwise infringing the Intellectual Property Rights of any third party (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) fraudulent activities or impersonation of any person, including any Tori Belle Cosmetics LLC (or Related Parties of Tori Belle Cosmetics LLC) representative, or misrepresentation of affiliation with any person.
• "Qualifying Link" means any type or format of the link that is provided or authorized by Tori Belle Cosmetics LLC to be displayed, distributed, or placed on or by a Site pursuant to an Engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Tori Belle Cosmetics LLC or a Network Advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Qualifying Link” shall also refer to any equivalent link, mechanism, or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.
• "Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.
• "Tracked activity" means any type of pre-agreed or predefined activity or result that is sought by an Advertiser in relation to a Qualifying Link. The kinds of tracked activities that an Advertiser may seek to complete through such arrangements may include, by way of example, the serving of an image, impressions, click-throughs, the sale of products or services, the downloading of software, files, or other items, the completion of an application, registration or other forms, the opening of an account, membership enrollment, the printing of a coupon (for offline redemption) or any other kind of action, transaction or activity that can be tracked and reported upon.
• "Web" or "internet" or "online" means the global computer network currently referred to as the internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless, or otherwise connected device, platform, or technology is used to access it. 

Joining The Affiliate Program 

At the time of application to the Affiliate Program, the following requirements must be met:

• A presence on one or more major Social Media platforms
• A high level of engagement on your accounts over the past three (3) months (1%-3% engagement rate based on likes, shares, comments, etc) 

OR 

The aforementioned requirement does not apply to Legacy Tori Belle Independent Affiliates (i.e. affiliates who were active sellers in the Tori Belle multi-level direct sales network prior to October 1, 2023). 
 

Payment Schedule Eligible Payments 

Payments will be calculated and sent out to Affiliates according to the following schedule:

• For sales completed on the 1st to 14th of the month, base sales commission payments will occur on the 20th of the month.
• For sales completed on the 15th through the last day of the month, base sales commission payments will occur on the 5th of the following month.
• All bonus payments will be paid on the 10th of the following month. 

If the payment day falls on a weekend or US Federal Holiday, payments will be delayed until the following business day. 

Revocation of Affiliate 

Your Affiliate application and status in the program may be suspended or terminated for any reason including, but not limited to, the following:

• Inappropriate websites and/or advertisements (including non-family-oriented content, false claims, misleading or erroneous hyperlinks).
• Use of unapproved graphics and/or text
• Lack of an active website or social media account
• Spamming (mass email, mass newsgroup posting, etc...)
• Advertising on sites containing/promoting illegal activities
• Violation of intellectual property rights
• False and/or incomplete personal/contact information and/or requested tax information
• Non-use 

New affiliates' websites will be reviewed within the first few days after sign-up. Existing affiliates' website may be reviewed at any time. 

Affiliate accounts that have been suspended or terminated for any of the above reasons forfeit any and all eligible payments. 

Affiliate 

Disputes between the Company and Affiliate(s) and/or Customer(s), shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) or binding arbitration. THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. 

The following shall apply to all proceedings under this Dispute resolution provision:

• Any claim a party has against the other must be brought within one year from the date on which the first act or omission supporting or giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing this one-year limitation of action provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
• At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this policy except as may be specified otherwise in this Dispute resolution provision.
• All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
• Informal negotiations and mediation shall occur in Woodinville, WA unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such.
• Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
• Unless otherwise agreed upon by the Parties, if arbitration is filed all arbitration proceedings shall be filed and held in Washington. 

Louisiana Residents 

The Dispute Resolution and Arbitration Policy shall apply to Louisiana residents with the exception that Louisiana residents may bring arbitration against Tori Belle in his/her home forum and pursuant to Louisiana law. 

Class Action Waiver and Arbitration Agreement 

While we certainly hope that we never have a dispute with our beloved affiliates and customers, if the unfortunate circumstance arises that we have a dispute that arises from or relates to any our products, our practices, or your privacy rights, you agree that we will first seek to resolve the dispute informally. You must notify us of the dispute within 30 days from which you first learn of the dispute by sending an email stating all facts that you claim support your claim as well as a statement of what you consider a satisfactory resolution to the dispute. Send your notice to o ur support department listed in your back office. If we do not successfully resolve the dispute informally within 60 days from the date on which you submit the notice of dispute, you agree that subject to the exceptions listed below, all disputes (including questions whether a dispute is subject to arbitration) will be resolved through confidential binding arbitration according to the Company's Arbitration & Dispute Resolution Policy. You also agree to waive all rights to pursue class action lawsuits, class-wide arbitrations,and any other proceeding in which someone acts in a representative capacity against the Company. You further waive all rights to combine proceedings with the claim(s) of any other individual or entity. All arbitration will be held in Washington and administered by JAMS Endispute according to its Streamlined Rules of Arbitration, available at [ https://www.jamsadr.com/rules-streamlined-arbitration/.](https://www.jamsadr.com/rules-streamlined-arbitration/.](https://www.jamsadr.com/rules-streamlined...) Arbitration shall be governed by the Federal Arbitration Act and the law of the State of Washington

. 

Disputes not covered by this Class Action Waiver and Arbitration Agreement:

• Any action you bring if you have properly opted out of arbitration. You may opt-out by sending an opt-out notice via email to the company's support email. You must submit your opt-out notice within five days from the date of your enrollment.
• If your claim is within the jurisdictional limits of the small claims court in which you reside, you may pursue an action in your local small claims court.
• If you are a Company Affiliate and you combine a claim that is covered by this Class Action Waiver and Arbitration Agreement with a claim to which Tori Belle’s arbitration and dispute resolution policy applies, the disputes will be combined and resolved according to Tori Belle’s Arbitration and Dispute Resolution Policy contained in Tori Belle’s Policies and Procedures that are applicable to Tori Belle Affiliates. 

In the event any party hereto incurs legal expenses to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such legal expenses, including, without limitation, attorney's fees, costs, and disbursements, in addition to any other relief to which such party will be entitled. 

This Agreement shall be governed by, construed, and enforced according to the laws of the State of Washington without regard to the principles of conflicts of laws.