Pearl Holistic Affiliate Policy

Online and Offline Sale: 20% USD

Payout Details:

20% of order sale amount (shipping and tax are not included)

Schedule:

Actions are locked 1 month(s) after end of the month they are tracked

Payout Scheduling:

Approved transactions are paid when they lock on end of each month. Your commission will be applied to your funds. Once you reach your payment threshold and the customer distribution requirement, you will be issued a check or a direct deposit from Pearl Holistic.

Referral Window:

Allow referrals from clicks within 90 day(s)

General Terms for This Contract:

Currency

Financial transactions covered by this insertion order will be processed in the USD currency.

Media Partner Tracking Pixel

Advertiser does NOT allow media partner to fire their tracking pixel when the consumer action is completed.

Affiliate and Influencer Terms and Conditions

At Pearl Holistic, we value our affiliates and look forward to working with you. This following agreement is designed to protect you, the affiliate, as well as the Pearl Holistic brand. Please note, all parties promoting Pearl Holistic on Instagram-only (otherwise referred to as Influencers), will be legal members of the affiliate program. Please review and do not hesitate to reach out with any questions.

Humlik A–Pearl Holistic Affiliate Manager – humlik@pearlholistic.com

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Pearl Holistic LLC. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1.Overview. This Agreement contains the complete terms and conditions for becoming an affiliate in Pearl Holistic’s Affiliate Program. The purpose of this Agreement is to allow linking between your website, Instagram and other promotional channels and Pearl Holistic.

2. Affiliate Rights & Obligations.

2.1. As a member of Pearl Holistic’sAffiliate Program, you will have access to Affiliate Portal. Here you will be able to review our Program’s detail, manage your campaigns and payouts and previously publishedcreative and newsletters, download code (that provides for links to web pages within the Pearl Holistic web site) and banner creatives. In order for us to accurately keep track of all guest visits from your site to ours, you must use the tracking code that we provide for each banner, text link, or other affiliate link we provide you with unless otherwise directly agreed upon.

Instagram Influencers and select affiliates will receive a custom coupon code to track sales following the acceptance of this document.

2.2. Pearl Holistic reserves the right, at any time, to review your placement and approve the use of your links and creatives and require that you change the placement or use to comply with the guidelines provided to you.

2.3. The maintenance and the updating of your site and Instagram will be your responsibility. This including complying with the Federal Trade Commission (FTC) and Food and Drug Administration (FDA. We provide you applicable updates and monitor our affiliates.

2.4. It is your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be text, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

2.5 As a Pearl Holistic affiliate, you are expected to follow both FTC, FDA and GDPR regulations. Failure to be compliant will result in termination from the affiliate program.

3.Pearl Holistic’s Rights and Obligations.

3.1. We reserve the right to remove you from the program if we determine that your site selected for promotion or linked to is not fitting to our brand, including but not exclusive to:

3.1.1. Promotes sexually explicit materials

3.1.2. Promotes violence

3.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

3.1.4. Promotes illegal activities 2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

3.1.5. Includes “Pearl Holistic” or variations or misspellings thereof in its domain name

3.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

3.1.7. Contains software that has the ability to divert of commission from other affiliates in our program or cannibalize existing sales.

3.1.8. Misleads the consumer with a website property that closely resembles our website nor design your website in a manner which leads customers to believe you are Pearl Holistic.

3.2. We have the right and do 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 relationship in the Pearl Holistic Affiliate Program.

3.3. Pearl Holistic reserves the right to terminate this Agreement and your participation in the Pearl Holistic  Affiliate Program immediately and without notice to you should you commit fraud in defiance of our Affiliate Program, represent Pear Holistic in a way that is not fitting for the brand or should you abuse this program in any way. If such fraud or abuse is detected, Pearl Holistic shall not be liable to you for any commissions for such fraudulent sales. Commissions will be reversed immediately.

3.4. This Agreement takes effect with the acceptance of your Affiliate application, and will continue unless removed from the program

4.Termination. Either you or we may end this Agreement AT ANY TIME, with or without cause.

4.1 Instagram influencers agree to perform at minimum, the following services for the Company, each time free product is received:

4.1.1. Share at least 3 Instagram stories, highlighting each product at least once tagging @pearlholistic and linking to the product or website.

4.1.2. Share at least 2 Instagram posts, highlighting each product at least once tagging @pearlholistic and linking to the product or website.

4.2. Termination may result at discretion of Pearl Holistic if these services are not provided.

5.Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email via Impact Radius. Modifications may include, but are not limited to, changes in the payment procedures and Pearl Holistic’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Pearl Holistic’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment.Pearl Holistic uses a third-party tool, to handle all the tracking and payment. See the network’s payment terms and conditions.

7. Access to Affiliate Account Interface. You will create a password through Pearl Holistic affiliate account interface. From [Pearl Holistic site, you will be able to receive your reports on activity and commissions.

8. Promotion Restrictions.

8.1. Certain forms of advertising are always prohibited by Pearl Holistic. 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 pearlholistic.com so long as the recipient is already a subscribed through the CAN-SPAM laws, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Pearl Holistic so long as the news group allows promotional messages. At all times, you must clearly represent yourself and your web sites as independent from Pearl Holistic and pearlholistic.com. Spamming is reason for immediate termination.

8.2. Affiliates that bid in their Pay-Per-Click campaigns on any trademarked related keywords such as pearlholistic.com, Pearl Holistic, www.pearlholistic.com , Pearl Holistic coupons, product names  and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from the 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, on the first occurrence of such PPC bidding behavior.

8.3 Duplication of Pearl Holistic or other affiliates content is strictly prohibited.

9. Grant of Licenses.

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate 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 Pearl Holistic’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Pearl Holistic and the good will associated therewith will inure to the sole benefit of Pearl Holistic.

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 a negative light. Each party reserves all its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer. PEARL HOLISTIC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PEARL HOLISTIC’S SERVICE AND WEB SITE OR THE PRODUCTS PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PEARL HOLISTIC’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION 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.

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;

12. Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PEARL HOLISTIC, AND PEARLHOLISTIC.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification.  You hereby agree to indemnify and hold harmless Pearl Holistic, 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. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Pearl Holistic. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

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 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 Colorado without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Payout Details:

20% of order sale amount (shipping and tax are not included)

Schedule:

Actions are locked 1 month(s) after end of the month they are tracked

Payout Scheduling:

Approved transactions are paid when they lock on end of each month. Your commission will be applied to your funds. Once you reach your payment threshold and the customer distribution requirement, you will be issued a check or a direct deposit from Pearl Holistic.

Referral Window:

Allow referrals from clicks within 90 day(s)

General Terms for This Contract:

Currency

Financial transactions covered by this insertion order will be processed in the USD currency.

Media Partner Tracking Pixel

Advertiser does NOT allow media partner to fire their tracking pixel when the consumer action is completed.

Affiliate and Influencer Terms and Conditions

At Pearl Holistic, we value our affiliates and look forward to working with you. This following agreement is designed to protect you, the affiliate, as well as the Pearl Holistic brand. Please note, all parties promoting Pearl Holistic on Instagram-only (otherwise referred to as Influencers), will be legal members of the affiliate program. Please review and do not hesitate to reach out with any questions.

Humlik A–Pearl Holistic Affiliate Manager – humlik@pearlholistic.com

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Pearl Holistic LLC. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1.Overview. This Agreement contains the complete terms and conditions for becoming an affiliate in Pearl Holistic’s Affiliate Program. The purpose of this Agreement is to allow linking between your website, Instagram and other promotional channels and Pearl Holistic.

2. Affiliate Rights & Obligations.

2.1. As a member of Pearl Holistic’sAffiliate Program, you will have access to Affiliate Portal. Here you will be able to review our Program’s detail, manage your campaigns and payouts and previously publishedcreative and newsletters, download code (that provides for links to web pages within the Pearl Holistic web site) and banner creatives. In order for us to accurately keep track of all guest visits from your site to ours, you must use the tracking code that we provide for each banner, text link, or other affiliate link we provide you with unless otherwise directly agreed upon.

Instagram Influencers and select affiliates will receive a custom coupon code to track sales following the acceptance of this document.

2.2. Pearl Holistic reserves the right, at any time, to review your placement and approve the use of your links and creatives and require that you change the placement or use to comply with the guidelines provided to you.

2.3. The maintenance and the updating of your site and Instagram will be your responsibility. This including complying with the Federal Trade Commission (FTC) and Food and Drug Administration (FDA. We provide you applicable updates and monitor our affiliates.

2.4. It is your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be text, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

2.5 As a Pearl Holistic affiliate, you are expected to follow both FTC, FDA and GDPR regulations. Failure to be compliant will result in termination from the affiliate program.

3.Pearl Holistic’s Rights and Obligations.

3.1. We reserve the right to remove you from the program if we determine that your site selected for promotion or linked to is not fitting to our brand, including but not exclusive to:

3.1.1. Promotes sexually explicit materials

3.1.2. Promotes violence

3.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

3.1.4. Promotes illegal activities 2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

3.1.5. Includes “Pearl Holistic” or variations or misspellings thereof in its domain name

3.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

3.1.7. Contains software that has the ability to divert of commission from other affiliates in our program or cannibalize existing sales.

3.1.8. Misleads the consumer with a website property that closely resembles our website nor design your website in a manner which leads customers to believe you are Pearl Holistic.

3.2. We have the right and do 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 relationship in the Pearl Holistic Affiliate Program.

3.3. Pearl Holistic reserves the right to terminate this Agreement and your participation in the Pearl Holistic  Affiliate Program immediately and without notice to you should you commit fraud in defiance of our Affiliate Program, represent Pear Holistic in a way that is not fitting for the brand or should you abuse this program in any way. If such fraud or abuse is detected, Pearl Holistic shall not be liable to you for any commissions for such fraudulent sales. Commissions will be reversed immediately.

3.4. This Agreement takes effect with the acceptance of your Affiliate application, and will continue unless removed from the program

4.Termination. Either you or we may end this Agreement AT ANY TIME, with or without cause.

4.1 Instagram influencers agree to perform at minimum, the following services for the Company, each time free product is received:

4.1.1. Share at least 3 Instagram stories, highlighting each product at least once tagging @pearlholisticand linking to the product or website.

4.1.2. Share at least 2 Instagram posts, highlighting each product at least once tagging @pearlholistic and linking to the product or website.

4.2. Termination may result at discretion of Pearl Holistic if these services are not provided.

5.Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email via Impact Radius. Modifications may include, but are not limited to, changes in the payment procedures and Pearl Holistic’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Pearl Holistic’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment.Pearl Holistic uses a third-party tool, to handle all the tracking and payment. See the network’s payment terms and conditions.

7. Access to Affiliate Account Interface. You will create a password through Pearl Holistic affiliate account interface. From [Pearl Holistic site, you will be able to receive your reports on activity and commissions.

8. Promotion Restrictions.

8.1. Certain forms of advertising are always prohibited by Pearl Holistic. 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 pearlholistic.com so long as the recipient is already a subscribed through the CAN-SPAM laws, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Pearl Holistic so long as the news group allows promotional messages. At all times, you must clearly represent yourself and your web sites as independent from Pearl Holistic and pearlholistic.com. Spamming is reason for immediate termination.

8.2. Affiliates that bid in their Pay-Per-Click campaigns on any trademarked related keywords such as pearlholistic.com, Pearl Holistic, www.pearlholistic.com , Pearl Holistic coupons, product names  and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from the 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, on the first occurrence of such PPC bidding behavior.

8.3 Duplication of Pearl Holistic or other affiliates content is strictly prohibited.

9. Grant of Licenses.

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate 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 Pearl Holistic’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Pearl Holistic and the good will associated therewith will inure to the sole benefit of Pearl Holistic.

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 a negative light. Each party reserves all its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer. PEARL HOLISTIC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PEARL HOLISTIC’S SERVICE AND WEB SITE OR THE PRODUCTS PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PEARL HOLISTIC’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION 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.

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;

12. Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL PEARL HOLISTIC, AND PEARLHOLISTIC.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification.  You hereby agree to indemnify and hold harmless Pearl Holistic, 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. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Pearl Holistic. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

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 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 Colorado without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.