THIS AFFILIATE AGREEMENT is accepted by the Affiliate and entered into effect on the Date the Affiliate agrees to become an Affiliate for ItzMade4Me by acknowledging that he/she has read and accepted the agreement which is verified and acknowledged by checking the box on the Simple Affiliate platform that reads “I agree to the Affiliate Agreement”.
(A) ItzMade4Me, Inc. is a company that sells Moisturizers(ItzShea, MangShea, SalShea, Vanilla Young and Vanilla Nut Free), Soaps(ItzShea and MangShea(different scents), Lip Moisturizers (different scents and flavors) (the Company Products) under the ItzMade4Me, Inc.;
(B) ItzMade4Me, Inc. desires that Affiliate act as the Company’s representative in connection with the promotion and sale of ItzMade4Me, Inc. Products and Brands under the terms and conditions of this Agreement; and
(C) The Affiliate has the ability to act as ItzMade4Me, Inc’s representative in connection with the promotion and sale of ItzMade4Me, Inc. Products and Brand.
It is agreed as follows:
1.1 In this Agreement, unless the context otherwise requires the following expressions shall have the following meanings:
Affiliate refers to a representative appointed by Company to assist in facilitating the promotion of the Brand as described in this Agreement.
Brand means ItzMade4Me, Inc., which is the registered trademark of the Company.
Business Day means a day on which banks are open for the transaction of business (excluding Saturday and Sunday).
Confidential Information means all confidential information relating to a Party’s products, services, or business, including but not limited to business plans, product proposals, product development plans, prototypes, marketing plans, financial information, technical information, trade secrets, inventions, improvements, developments, works of authorship, know-how, ideas, data, schematics, designs, drawings, specifications, techniques, programs, systems, processes, and computer software (including all computer code), regardless of whether it is eligible for patent, copyright, trademark, trade secret, or other legal protection. This Agreement and its terms constitute Confidential Information.
Customer refers to Men, Women, Young Adults, Teens, and children of all ages and ethnic groups or any existing or prospective end user of the Company Products.
Effective Date is the date set forth above.
Force Majeure means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock‑out or other form of industrial action).
Intellectual Property means any patent, copyright, registered design, trademark or other industrial or intellectual property right subsisting in the Territory in respect of the Company, ItzMade4Me Products, and applications for any of the foregoing;
Program refer to promoting ItzMade4Me, Inc. , the brand and it’s products, to potential customers in return for compensation related to individual performance.
Work means the results and proceeds of the services provided hereunder, including without limitation all ideas, themes, materials, and designs developed, created and/or provided by Affiliates.
2. Appointment as Affiliate
2.1 ItzMade4Me, Inc., appoints Affiliates as its non-exclusive Affiliate for the Term of this Agreement.
2.2 Affiliate accepts the appointment to be ItzMade4Me, Inc.’s Affiliate for the Term of this Agreement.
2.3 Affiliate is an independent contractor under this Agreement and will not have the right to assume or create any obligation of any kind, either express or implied, on Company’s behalf, except as expressly authorized under this Agreement. Nothing in this Agreement will be deemed to establish or otherwise create a relationship of employer and employee between ItzMade4Me, Inc. and the Affiliate. Nothing in this Agreement will be deemed to establish or otherwise create a partnership, joint venture, or establishment of any kind between ItzMade4Me, Inc. and Affiliate.
2.4 Affiliates shall be solely responsible for (i) all investments made and expenses incurred in connection with the establishment or operation of its business, including without limitation for the performance of this Agreement, and (ii) all agreements concluded with its employees, representatives, and customers. Affiliate’s employees shall at all times remain employees of the Affiliate, and Affiliate shall be solely responsible for their compensation, benefits, and taxes.
3. Affiliate's Duties
3.1 Affiliate will perform certain services in connection with ItzMade4Me, Inc. and is currently contemplated to engage with the Company’s social channels, including but not limited to Twitter, Facebook, Instagram, YouTube, Google, Google+, Pinterest, SnapChat, Tik Tok, Public/ Private Lectures, Seminars, Events and Personal Appearances, etc.
3.2 Affiliate agrees to engage in the best and commercially reasonable efforts to provide the services to ItzMade4Me, Inc. in accordance with the terms of this Agreement. Affiliate further agree to provide the services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used during in-person events, promotional social media and various marketing campaigns of equivalent value and for similar products or services.
3.3 The Services provided by the Affiliate shall conform with the instructions and specifications of the Company, ItzMade4Me, Inc. as detailed in Exhibit B and Exhibit C and abide by the terms and conditions of the applicable platforms.
3.4 Affiliate further grants to Company the irrevocable right and permission to use film, videotape, photograph, recordings or any other medium known and unknown produced by Affiliate for ItzMade4Me products or using the ItzMade4Me products to be reproduced, republished, redistributed, redisplayed, rebroadcast, exhibited, and/or altered in any other way by the Company, without restrictions, in perpetuity and royalty free.
3.5 Affiliate must achieve and maintain, at its own expense, a level of knowledge and competency with respect to the ItzMade4Me, Inc. products sufficient to enable Affiliates to perform its obligations under this Agreement, including without limitation the ability to independently use, share and conduct demonstrations of the Company Products within one month from the Effective Date.
3.6 Affiliate agrees to create original content that is honest and factual. The approval from ItzMade4Me, Inc. may be required prior to the Affiliate uploading or publishing the content. The approved content shall be shared by the Affiliate to their agreed upon social media accounts.
3.7 ItzMade4Me, Inc. may request the Affiliate to incorporate hashtags, links, titles, or other relevant information of the media and content being uploaded or published. The Content must be in compliance with the terms and conditions of the social media.
4. Miscellaneous Affiliates Obligations
4.1 Sharing. As the Affiliate, the Affiliate is required to share the many benefits of ItzMade4Me, Inc. Products. The Affiliate is strictly prohibited from making any claim not approved by the Company, ItzMade4Me, Inc. The Affiliate may not prescribe, recommend, communicate or advise using ItzMade4Me, Inc. Products for use other than those advised by the Company. The Affiliate may not make any claim of any kind without the express written permission of ItzMade4Me, Inc. The Affiliate may not make any health claims about ItzMade4Me, Inc. Products. The Affiliate is encouraged to highlight the many benefits of ItzMade4Me, Inc. Products, and provide an honest opinion of ItzMade4Me, Inc. Products, their use and the Affiliate’s personal experience with them.
4.2 Similar Agreements. Affiliates must inform Company of any existing representation, agency, marketing, or similar agreements between Affiliate and any other entity or person relating to products similar to the ItzMade4Me, Inc.’s Products, and must promptly inform Company of any such future agreements. If any such agreement conflicts with this Agreement or otherwise negatively affects Company’s interests, Company shall have the right to immediately terminate this Agreement by giving written notice to Affiliates.
4.3 Legal. Affiliate must notify ItzMade4Me, Inc. in writing of any claim, legal action or unauthorized use relating to the Company Products or that may affect ItzMade4Me, Inc.’s interests. Affiliate must comply with all applicable laws and regulations, and must notify ItzMade4Me, Inc. of any applicable legal requirements within five (5) days of learning about such legal action or requirements.
4.4 Ethical Conduct. Affiliate must conform to and maintain the highest ethical business standards and must always act in a manner that reflects favorably upon ItzMade4Me, Inc. and does not dilute or harm ItzMade4Me, Inc.’s name or reputation. If the Affiliate recommends, tells or advise using any ItzMade4Me, Inc.’s Products or Brand to any Customers under any false claims, the Affiliate will be held solely liable for that Customer as the Company will not be held liable under this Agreement.
4.5 Posts. Affiliate should share with the Company, ItzMade4Me, Inc. any posts the Affiliate has made referencing the Brand and ItzMade4Me, Inc. Products. The Company has the right to require the Affiliate to remove any posts or reference online or in public, made by Affiliate at any time.
4.6 Time is of the Essence. Affiliate hereby understands and acknowledges that time is of the essence with respect to the Affiliate’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required.
4.7 Material Disclosures. Affiliate agrees that when publishing content, such as posts, statuses, or anything of the like, that they must visibly disclose their “material connection” with ItzMade4Me, Inc., this includes the fact that the Affiliate was provided with consideration and was provided with experiences or is being paid for a certain service. The disclosure should be clear and conspicuous made within close proximity to any statements the Affiliate makes about the Company or its Brand or Products. Such disclosures are required irrespective of any space or character limitations of a medium, where the disclosure can be made via Hashtags. For example, on Twitter, #sponsored. Affiliate understands and agrees that they are to make only honest and factual statements and representations about the Company or the Company’s products of which the Affiliate knows with confidence that the statements are truthful and can be verified.
5.1 Affiliate must not engage in the following activities without ItzMade4Me, Inc. prior written consent: Contracting with a company selling similar hair or skin products; talking negatively or in a derogatory way about the Company;
5.1.2 Incur any liability on behalf of ItzMade4Me, Inc., or in any way pledge ItzMade4Me, Inc.’s credit or accept any order or make any contract binding for or on behalf of ItzMade4Me, Inc.;
5.1.2 Make any promise or representation, or give any warranty or guarantee, on behalf of Itzmade4Me, Inc., or in relation to the Company Products;
5.1.3 Offer ItzMade4Me, Inc. Products for sale at prices or under terms and conditions different from the official prices and terms and conditions of the Company without written consent;
5.1.4 Receive funds on behalf of ItzMade4Me, Inc. without consent (but if any funds are received by Affiliate, Affiliate shall hold such funds in trust for ItzMade4Me, Inc. and send them to ItzMade4Me, Inc. within three (3) days of receipt);
5.1.5 Use ItzMade4Me, Inc. in any domain name.
5.2 ItzMade4Me, Inc. reserves the right not to accept any site, organization or individuals into the Affiliate’s Program based on a background check of social, personal and site content.
5.3 Affiliate can be disqualified at the sole discretion of the Company, ItzMade4Me Inc. at any time.
5.4 Affiliate may be disqualified from the Brand Affiliate’s Program if such sites or social sites are:
- X-rated and promote sexually explicit materials
- Promoting violence and discord
- Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promoting illegal or questionable activities
- Violating intellectual property rights
5.5 ItzMade4Me, Inc. in no way participates in mass unsolicited e-mailing (i.e. spamming), and all Affiliates are expected to adhere to this policy. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the Affiliate Program, with no due compensation.
5.6 The Affiliate must not create, publish, distribute, or permit any written material (e.g., press releases, marketing material (Physical or Electronic) that makes reference to ItzMade4Me, Inc. or the Brand without first submitting such material to ItzMade4Me, Inc. and receiving prior written consent, which may be withheld, delayed or conditioned in ItzMade4Me, Inc.’s sole discretion.
6. Company's Obligations
6.1 ItzMade4Me, Inc. will process sales and/or orders or inquiries from Affiliate’s Link for the Company Products upon receipt and in a reasonable commercial manner.
6.2 In this Affiliate Relationship, you will use your referral hyperlink to refer your followers to ItzMade4Me.com. You will be paid on a commission basis. You will earn commission on every sale made to a customer who clicked your referral link within the previous month.
You will be paid on the tenth of each calendar month for the total amount of commission earned during the preceding calendar month (for example, you will be paid on February 10 commission for all applicable sales made between January 1st – 31st).
This is not an employment relationship and we reserve the right to cease, cancel or otherwise change the terms of this Affiliate Relationship at any time, at our sole and absolute discretion. You will be notified of any and all changes, and such changes shall take effect upon issuance of said notice. The terms of this Affiliate Relationship terminates and supersedes all prior understandings or agreements on the subject matter hereof.
6.3 ItzMade4Me, Inc. will provide Affiliate, at no charge, with promotional and sales material relating to the ItzMade4Me, Inc.’s Products as Company, in its sole discretion, and as deems necessary for Affiliate to perform its obligations under this Agreement.
6.4 Company will provide Affiliate with training as Company, in its sole discretion, or as deemed necessary for Affiliate to perform its obligations under this Agreement.
6.5 Company will provide Affiliate, at no charge, with enough copies of the Company Products that Company deems necessary, in its sole discretion, for Affiliate to use or conduct demonstrations of the Company Products. Any unused product is and shall remain the property of Company and shall be destroyed or returned to Company, at Company’s discretion, immediately on request or termination of this Agreement.
6.6 ItzMade4Me, Inc. will periodically send updated price lists and terms and conditions of ItzMade4Me, Inc. Products. ItzMade4Me, Inc. may change prices and terms and conditions of sale of ItzMade4Me, Inc. Products at any time but will provide Affiliate with reasonable notice of any such changes.
7.1 In consideration of the obligations undertaken by the Affiliate hereunder, the Company shall pay the Affiliate commission equal to 10 percent(10%) of the Sales Amount actually paid by the customers to the Company via the Affiliate’s link in relation to ItzMade4Me, Inc. Products during the continuance of this Agreement.
7.2 A claim to commission shall exist only after receipt by ItzMade4Me, Inc. of the customer's payment and only in proportion to the amount received for ItzMade4Me products only, not to include the shipping amount or tax amount received during the order. If advances have been paid on transactions previously concluded but not yet executed and the anticipated payment is not yet received from the customer, these advances shall be offset in the next settlement of commission accounts. Any refund from Affiliate’s orders will be offset in the next settlement of Commission accounts.
7.4 ItzMade4Me, Inc. shall within 30 days after the end of each month, send to the Affiliate a remittance in United States Dollar in respect of that commission via PayPal.
7.5 Affiliate is responsible for paying their taxes. ItzMade4Me, Inc. will not be liable for Affiliate’s tax obligation or reporting.
7.6 All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.
7.7 Affiliate is evaluated monthly to gauge productivity, success rate and program participation. Results of the monthly evaluation can lead to immediate termination of the Affiliate’s agreement and relationship if the Company, ItzMade4Me, Inc. does not feel that the participation is at an expected level and/or there have been any violations of this agreement.
8. Term and Termination
8.1 Term. The initial term of this Agreement is from the Effective Date through to 31 December 2025, unless earlier termination as allowed under this Agreement. This Agreement may be extended or renewed by written agreement of the Parties. The initial term and any extensions or renewals are collectively referred to herein as the Term.
8.2 Termination for Cause. ITZMADE4ME, INC. may terminate this Agreement upon the occurrence of and in accordance with the following:
8.2.1 ITZMADE4ME, INC. may terminate this Agreement upon written notice to the AFFILIATE upon the occurrence of any of the following events: (i) a receiver or manager or administrator is appointed for ITZMADE4ME, INC. or its property; (ii) ITZMADE4ME, INC. makes a general assignment for the benefit of its creditors; (iii) ITZMADE4ME, INC. commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) ITZMADE4ME, INC. is liquidated or dissolved.
8.2.2 ITZMADE4ME, INC. may terminate this Agreement upon written notice to the other Party if the other Party (i) violates any covenant, agreement, representation, or warranty contained herein in any material respect, or (ii) defaults or fails to perform any of its obligations or agreements hereunder in any material respect, which violation, default, or failure is not cured within thirty (30) days after notice thereof from the non-defaulting party.
8.3 Termination without Cause. ITZMADE4ME, INC. reserve the right to cease, terminate, cancel or otherwise change the terms of this Affiliate Relationship at any time, at our sole and absolute discretion. You will be notified of any and all changes, and such changes shall take effect upon issuance of said notice.
8.4 Affiliate Duties on Termination. Upon expiration or termination of this Agreement, Affiliate must comply with the following:
8.4.1 Affiliate will ensure that there is a minimum of disruption to Customers;
8.4.2 Affiliate will cease acting as Itzmade4Me, Inc.’s Affiliate, and will cease any marketing or promotional activities for the Company Products;
8.4.3 Affiliate will cease all use of any property, documents, materials, and information provided under, created for, or otherwise related to this Agreement, including ItzMade4Me, Inc. Products, advertising and promotional materials, Company’s Confidential Information, and Company’s Trademarks and other Intellectual Property;
8.4.4 Affiliate will return or destroy, at ItzMade4Me, Inc.’s option, all property, documents, materials, and information provided under, created for, or otherwise related to this Agreement, including the Company Products, advertising and promotional materials, Company’s Confidential Information, and Company’s Trademarks and other Intellectual Property, and will promptly certify that all such property, documents, materials, and information have been returned or destroyed; and
8.4.5 Affiliate will turn over to ItzMade4Me, Inc. all documents, materials, and information relating to this Agreement and/or the Company Products, including but not limited to the books, records, and other information and a list of the names, addresses, and telephone numbers of all of Affiliate’s prospective Customers for the Company Products.
8.5 Company’s Duties on Termination. Upon expiration or termination of this Agreement, Company must comply with the following:
8.5.1 ItzMade4Me, Inc. will use its commercially reasonable efforts to complete any unfulfilled sales orders received prior to expiration or termination; and
8.5.2 ItzMade4Me, Inc. will pay Affiliate compensation in accordance with this Agreement on sales for which orders were received prior to expiration or termination, provided that the Company Products are sold within thirty (30) days from the date of expiration or termination.
9. Warranties and Representations
9.1 Of Company. ItzMade4Me, Inc. represents and warrants to Affiliate as follows: (i) Company owns or possesses the necessary rights, title, and licenses necessary to perform its obligations hereunder; (ii) Company has the right to enter into this Agreement and to perform its obligations hereunder; and (iii) Company will perform all of its obligations in a professional, workmanlike manner.
9.2 Of Affiliate. Affiliate represents and warrants to ItzMade4Me, Inc. as follows: (i) Affiliate owns or possesses the necessary rights, title, and licenses necessary to perform its obligations hereunder; (ii) Affiliate has the right to enter into this Agreement and to perform its obligations hereunder; (iii) Affiliate agrees to make only such representations as to quality, capacity, performance, and related matters with respect to ItzMade4Me, Inc. Products as are periodically specified in writing by Company; (iv) the use of the Work and/or Affiliate’s Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (v) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) Affiliate will perform the services in a timely, professional and workmanlike manner.
10.1 By Affiliate. Affiliate shall defend, indemnify, and hold harmless ItzMade4Me, Inc. Company and its officers, directors, employees, shareholders, agents, successor, and assigns from and against any and all loss, damage, settlement, costs, or expense (including legal expenses on a solicitor client basis) incurred [even if such claims are groundless, fraudulent or false], resulting from, or arising out of, are based on or connected with (i) any breach or alleged breach of any representation, warranty, covenant or agreement made by Affiliate herein, including claims for unsolicited email (spamming) or other violations of rights of privacy or activities of the Affiliate’s site or business, (ii) misuse, unauthorized modification or unauthorized use of the ItzMade4Me, Inc. Products or materials provided by us, (iii) any actual or alleged infringement by the Affiliate of any intellectual property rights or other rights of any person or entity, (iv) any claim relating to Affiliate’s performance and/or breach of this Agreement; or (v) any claim relating to negligence, misrepresentation, error, or omission by Affiliate or its representatives, whether incurred on their own or jointly with Affiliate and whether at common law, in equity or pursuant to statute or otherwise.
10.2 Defense. In ItzMade4Me, Inc.’s sole discretion, the Company may assume the exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate. The Company may participate in the defense of all claims as to which the Company does not assume defense and control, and the Affiliate will not settle any such claim without the Company's prior written consent.
11. Confidentiality, Non-Compete and Non-Solicitation
11.1 Confidential Information. Affiliate will use the ItzMade4Me, Inc. Confidential Information to fulfill its obligations under this Agreement. The Affiliates will promptly notify ItzMade4Me, Inc. of any unauthorized use or disclosure of ItzMade4Me, Inc.’s Confidential Information, will assist ItzMade4Me, Inc. in every reasonable way to retrieve any Confidential Information that was improperly used or disclosed, and will use its best efforts to mitigate the harm caused by the improper use or disclosure.
11.2 Ownership. This Agreement does not transfer any ownership rights to any of ItzMade4Me, Inc.’s Confidential Information. Except for what is expressly allowed under this Agreement, no license or other right is granted hereunder to Affiliate, directly or by implication, estoppel or otherwise, with respect to any of Company’s Confidential Information.
11.3 Non-Solicitation. During the Term of this Agreement, and for a period of 12 months after termination for any reason. Affiliate will not, either directly or indirectly, solicit or communicate with ItzMade4Me, Inc.’s employees, agents, actual or potential customers, or suppliers for the purpose of influencing their employment or business relationship with Company.
11.4 Representatives. Affiliate will cause its employees, agents, and representatives to comply with the provisions of this section and will be liable for any violations thereof by its employees, agents, or representatives.
12. Intellectual Property
12.1 The Affiliate acknowledges that any copyrights relating to Work provided by the Affiliate hereby constitutes a “work made for hire” as that term is defined in the Copyright law and is owned by ItzMade4Me, Inc., for all purposes worldwide in perpetuity. To the extent that any Work is deemed not to be a work made for hire, and without limiting the foregoing, Brand Affiliate hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to ItzMade4Me, Inc. For the sake of clarity, and without in anyway limiting the foregoing, ItzMade4Me, Inc. may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in social media), worldwide, in perpetuity, royalty-free and without restriction of any kind.
12.2 Affiliate acknowledges the ownership and validity of ItzMade4Me, Inc.’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Affiliate. Affiliate shall acquire no ownership or other right of any kind and shall not register, sell, copy, license, transfer, or use any of ItzMade4Me, Inc.’s trade names, trademarks, service marks, trade secrets, know-how, patents, copyrights, software, or other intellectual property of any kind, except as expressly set forth in this Agreement.
12.3 Affiliate shall keep, and shall require its officers, directors, employees, and other representatives to keep, confidential all of ItzMade4Me, Inc.’s trade secrets, know-how, software, and other confidential intellectual property.
12.3 In no event shall Affiliate: (i) modify or prepare derivative works from the ItzMade4Me, Inc. Products; (ii) reverse engineer, disassemble or decompile the Company Products; (iii) remove, obscure, or alter any notice of patent, copyright, trade secret, trademark, or other proprietary right present on ItzMade4Me, Inc. Products; or (iv) sub-license, sell, lend, rent, lease, or otherwise transfer all or any portion of ItzMade4Me, Inc. Products to any third party. Affiliate shall promptly notify ItzMade4Me, Inc. of any unauthorized use of the Company Products or other software that comes to Affiliate’s attention.
12.4 ItzMade4Me, Inc. Products and other intellectual property contain valuable copyright, trade secret, trademark and other proprietary rights of Company. Except for the limited rights granted herein, ItzMade4Me, Inc. reserves all rights in and to the Company Products and other software. No title to or ownership of any software or proprietary rights related to the software is transferred to Affiliate hereunder. ItzMade4Me, Inc. copyrighted material of any kind shall not be copied by Affiliate without ItzMade4Me, Inc. written permission.
12.5 ItzMade4Me, Inc. will own the full and complete copyright to the uploaded media. However, both Parties are permitted to share the content subject to this Agreement within their own channels.
13. Grant of Right to Use Trademarks
13.1 Grant by Company. ItzMade4Me, Inc. grants to Affiliate a limited, non- transferable right to use the names and trademarks listed in Exhibits (Licensed Materials) for the limited purpose of referring to and marketing itself as an Affiliate and the use, sharing and demonstration of ItzMade4Me, Inc. Products, and otherwise performing this Agreement, during the Term of this Agreement. Any use of the Trademarks by Affiliates requires pre-approval by ItzMade4Me, Inc. and will be at Affiliate’s sole cost and expense. Affiliate’s license to use the Licensed Materials is also subject to the following guidelines:
- Affiliate may use the Licensed Materials only for purposes expressly authorized by us in this Agreement or otherwise in writing.
- Affiliate may not alter, modify, or change the Licensed Materials in any way; for example, the proportion, color, or font of any trademark.
- Affiliate may not display the Licensed Materials in any manner that implies our sponsorship or endorsement of Affiliate’s products, services or site outside of the involvement in the Program.
13.2 Ownership. All Trademarks, whether registered or not, and all other proprietary rights in ItzMade4Me, Inc. Products, are and will remain ItzMade4Me, Inc.’s property. Upon Company’s request. Affiliate will immediately cease using any or all of the Trademarks. Affiliate agrees not to take any action inconsistent with ItzMade4Me, Inc.’s ownership of the Trademarks, and specifically will not (i) contest or aid others in contesting the validity of the Trademarks, or (ii) apply for, or aid or cause others to apply for, any registration of the Trademarks or any names, logos, marks, or related characteristics that resemble the Trademarks.
13.3 Limitation of Rights. Affiliate shall use the Trademarks only in connection with the marketing and/or sale of ItzMade4Me, Inc. Products in the Territory and as approved by ItzMade4Me, Inc. in writing and in its sole discretion. Affiliate will not obtain or attempt to obtain, directly or indirectly, any right, title, or interest in or to any trademarks, trade names, or any other proprietary rights owned or used by Company, including the Trademarks. Affiliate will not use any of the Trademarks, or any names, logos, marks, or related characteristics that resemble the Trademarks, as part of any corporate or business name or Internet domain name without ItzMade4Me, Inc.’s prior written consent.
13.4 Advertising/Promotional Material. Affiliate will not make any specific use of any Licensed Materials for purposes other than generating the sale of ItzMade4Me, Inc. Products to Affiliate’s network, without first submitting a sample of such use to us and obtaining ItzMade4Me, Inc. prior written consent, which the Company may withhold in our sole and absolute discretion. ItzMade4Me, Inc. may supply Affiliate with sales literature, brochures, catalogues, specifications, instructions, procedures, and other material relating to ItzMade4Me, Inc. Products. Except for materials supplied to Affiliate by ItzMade4Me, Inc., no other advertising or promotional materials (in whatever medium), or any other material used in connection with ItzMade4Me, Inc. Products, may be published or otherwise distributed by Affiliate without ItzMade4Me, Inc.’s prior written approval. At a minimum, all such material must be commercially acceptable, comply with all legal requirements, and conform to any advertising guidelines and/or trademark usage guidelines established by Company. Regardless, ItzMade4Me, Inc. may approve, disapprove, or modify any such material at any time in its sole discretion. Once ItzMade4Me, Inc. has approved an item, Affiliate must not make any change to the item without ItzMade4Me, Inc.’s prior written approval. If ItzMade4Me, Inc. disapproves of any such material, ItzMade4Me, Inc. will so advise Affiliate and Affiliate must immediately cease use, production, and/or distribution of the objectionable material. In any event, ItzMade4Me, Inc. shall not be responsible for any statement or representation made in regard to ItzMade4Me, Inc. or ItzMade4Me, Inc. Products in any material developed or distributed by Affiliate (other than material supplied by Company).
13.5 Trademark Use on Websites. Affiliate is permitted to use the Trademarks on its website in accordance with this Agreement, and shall place a link to ItzMade4Me, Inc.’s website in a prominent location on Affiliate’s website.
14. Limitations of Remedies
14.1 In no event shall ItzMade4Me, Inc. be liable to Affiliate or its Agents for any incidental, indirect, special, or consequential damages, including lost revenues or lost profits, however arising and under any cause of action or theory of liability in connection with or arising out of this agreement or Affiliate’s or any third party’s use of any of ItzMade4Me, Inc. products or services.
14.2 The Company 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 Affiliate’s Program, or even if ItzMade4Me, Inc. 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 compensation paid or payable to Affiliate under this Agreement. Affiliate recognizes and acknowledge that this limitation of damages is fair and reasonable.
15.1 Any notice to be given by one party to the other party under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be served by sending it by email to the address set out in clause
15.2, or delivering it by hand, or sending it by pre‑paid recorded delivery, special delivery or registered post, to the address set out in clause
15.3 and in each case marked for the attention of the relevant party (or as otherwise notified from time to time in accordance with the provisions of this clause 15). Any notice so served by hand, e-mail, fax or post shall be deemed to have been duly given:
- in the case of delivery by hand, when delivered;
- in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt;
- in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the first Business Day following the date of receipt
provided that in each case where delivery by hand or by fax occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country and state of the addressee.
References to time in this clause are to local time in the country and state of the addressee.
15.2 The addresses of the parties for the purpose of clause 15.1 are as follows:
Address: PO Box 2260
United States of America
For the attention of: Michelle Singleton-Stone
15.3 A party may notify the other party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this clause 15, provided that, such notice shall only be effective on:
(a) the date specified in the notice as the date on which the change is to take place; or
(b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.
15.4 All notices under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.
15.5 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the party to be served at its principal place of business as specified in this Agreement, or to such other address as may from time to time be notified in writing by the party concerned.
16. Miscellaneous Provisions
16.1 Force Majeure. If the performance of any part of or obligation under this Agreement is prevented, restricted, interfered with, or delayed by reason of any cause beyond the reasonable control of the Party liable to perform, including but not limited to acts of God, acts or regulations of any governmental or supranational authority, war or national emergency, accident, fire, riot, strikes and lock-outs, the Party so affected will, on giving written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference, or delay; provided that the affected Party will use its reasonable best efforts to avoid or remove such causes of nonperformance and will continue performance promptly whenever such causes are removed. When such circumstances arise, the Parties will discuss what, if any, modification of the terms of this Agreement may be required in order to arrive at an equitable solution.
16.2 ItzMade4Me, Inc. shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of the Company.
16.3 Subject as provided in clause
16.4, this Agreement is personal to the Affiliate, which may not without the written consent of ItzMade4Me, Inc., assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub‑contract or otherwise delegate any of its obligations hereunder.
16.4 The Affiliate shall not without the prior written consent of ItzMade4Me, Inc. employ sub‑agents; if with such consent it does so, every act or omission of the sub‑agent shall for the purposes of this Agreement be deemed to be the act or omission of the Affiliate.
16.5 ItzMade4Me, Inc. and Affiliate expressly agree and understand that the above-listed Affiliate(s) is a contractor hired by ItzMade4Me, Inc. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
16.6 This Agreement sets out the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all previous agreements, arrangements and understandings between the parties with respect to the subject of this Agreement, which shall cease to have any further force or effect. It is agreed that:
(a) neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this Agreement, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law;
(b) a party may claim in contract for breach of Warranty under this Agreement but shall have no claim or remedy under this Agreement in respect of misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement) or untrue statement made by the other party;
(c) this clause shall not exclude any liability for fraudulent misrepresentation.
16.7 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
16.8 By posting a Change Notice or a new agreement on this site, ItzMade4Me, Inc. may modify any of the terms and conditions within this Agreement at any time and at its sole discretion. These modifications may include, but not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. If any of the modifications are unacceptable to Affiliate, Affiliate only recourse is to terminate this Agreement. If Affiliate continue participation in the program following the posting of a Change Notice or New Agreement, it will be considered as acceptance of the change.
16.9 The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements, with other parties, except with those with similar products, unless otherwise stipulated in writing and agreed to by the Parties.
16.10 Affiliate, at his/her own expense, shall furnish his/her own equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the Parties.
17. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
18. Governing law
This document is governed by and are to be construed in accordance with the laws of New York applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New York (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
As witness this Agreement has been signed by the duly authorized representatives of the parties the day and year above written or when accepting electronically.
for and on behalf of ITZMADE4ME, INC.
_Michelle Singleton-Stone, President__
Moisturizers(ItzShea, MangShea, SalShea, Vanilla Young and Vanilla Nut-Free) and ItzShea and MangShea Soaps and ItzMade4Me Lip Moisturizers
10% of Sale
Services, Campaign(s), and Promotional Mix
Affiliate agrees to provide the following marketing services:
Services and Content Requirements:
Marketing, post on all social media platforms, raise awareness of products, promote the products, participate in tradeshows, events, pop-up shops, meetings, host events, provide product samples, word of mouth advertising, create buzz about the product, increase sales of products, respond to customers, engage customers, provide feedback to company and customers, refer the products to potential customers, provide good customer service and be courteous and professional.
ItzMade4Me, Inc.’s Mission/Values
ItzMade4Me, Inc. is located in Middletown, New York and is a small minority women-owned business that specializes in the care of hair and skin. We pride ourselves in making moisturizers made with natural butters that can be used by men, women and children. ItzMade4Me, Inc. takes great delight in creating 2-N-1 Moisturizers that can be used in hair, on skin and on lips thereby serving multiple essential needs at one time.
Our company’s mission is to provide high quality hair, skin and lip moisturizers for people of all ages that are free of gluten, animal products and animal by-products. We aim to help make your hair and skin healthy.
ItzMade4Me, Inc. products are Vegan certified!
ItzMade4Me, Inc. Moisturizers, Soaps, Lip Moisturizers, Commercials, Minimercials, Videos, Interviews, Posts, Social Media
ItzMade4Me, Inc. On-going Events, Shows, Tradeshows, Pop-up Shops, Interviews, Commercials, Videos, Spokesman, Meetings, Virtual Meetings, Social Media Post and Events, Live Posts and Events, and Board Meetings.
Maintain a professional image and relationship; Market the brand and products: face-to-face, word of mouth, referrals, by developing strategic marketing strategies; Post on all social media platforms; Build strong relationships; Connect with the customers; Produce on-going growth results; Timely response to customers via emails, mail, messages, phone, Provide feedback; Complete reviews; Maintain a Win-Win mindset; and improve sales growth of ItzMade4Me, Inc. Products.