CROWN AFFILIATE TERMS AND CONDITIONS

GENERAL

This is the Crown Laboratories, Inc. (“Crown”) Terms and Conditions for its Crown Marketing Affiliate Agreement (“Agreement”), which governs the terms and conditions of participation in Crown Marketing Affiliate Programs including (but not limited to) Crown’s Blue Lizard® Sunscreen Refer-A-Friend” Program. This is a binding legal agreement between you and Crown.

a. General Correspondence with Crown.

Crown can be reached by email at info@crownlaboratories.com

Crown can be reached by phone at 800.334.4286

Crown can be reached by fax at 423.926.0165



Crown can be reached by US mail at:

Crown Laboratories, Inc.

P.O. Box 1425

Johnson City, TN 37605



b. Affiliate Correspondence with Crown.

Email at: promotions@bluelizard.net

By phone: 336-701-2583 during business hours of Monday - Friday, 8am -5pm EST





DEFINED TERMS

The term “company” (or “Company”) refers to Crown. Crown is the maker of all Blue Lizard® Australian Sunscreen products. Additionally, its websites may refer to, or offer, other products, which Crown also manufactures and/or commercializes. Throughout its websites, and this Agreement, the terms “we,” “us” and “our” also refers to Crown.

The term “company products” (or “Company Products”) is defined as any product for which Crown is deemed the maker, which includes (but is not limited to) all Blue Lizard® Australian Sunscreen products.

The term “Crown services” (or “Crown Services” or “CROWN SERVICES”) is defined as all information, content, materials, products (including software) and other services included on or otherwise made available to you by Crown, including this Program, or any services provided by a Crown designated third party service provider, including (but not limited to) these example third party service providers (subject to change at Crown’s discretion); Shopify, Refersion (“Refersion”), Amazon Web Services, Google Analytics, Facebook, and Twitter; each of these third party services providers publishes proprietary and specific Terms of Service and Legal/Privacy policies the content of which Crown is not responsible for.

The term “business entity” (or “Business entity”) is defined as a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or other entity recognized by law as a legal entity separate from its owners, including non-profits.

The term “publisher” (or “Publisher”) is defined as a citizen of the United States who is at least 18 years of age, business entity that operates online services which communicate information digitally, including (but not be limited to) texting services, email, websites, and all forms social media.

The term “affiliate” (or “Affiliate”) is defined as a citizen of the United States who is at least 18 years of age, publisher or business entity located within the United States, which Crown approves to engage in the Crown Marketing Affiliate Program, to market the Company’s products in order to gain a reward for subsequent validated sales. Throughout this Agreement, the terms “you” and “your” refer to the “affiliate” (or “Affiliate”).

The term “program” (or “Program”) is defined as any Crown Marketing Affiliate Program that Crown offers to Affiliates as part of Crown Services.

The term “active relationship” (or “Active relationship”) is defined as a business relationship, bound by the terms of an active and effective Agreement, between the Company and an Affiliate, where the Company and the Affiliate abide by the terms and conditions of their Agreement.

The term “Party” is defined as the Affiliate or the Company (collectively referred to as the “Parties”).

The term “tracked link” (or “Tracked link”) is defined as a URL that contains a unique code that identifies a specific Affiliate. Each Affiliate will receive tools and information on how to generate tracked links.

The term “Validated Sale” (or “Validated sale”) is defined as a customer who visits the company’s website via a tracked link, the customer orders Crown Product, the customer payment was successfully settled and the goods were not returned in full for a full refund within 30 days. The Company only sells its products in the United States. Therefore, any sales for customers who reside outside of the United States are not applicable for this program, and are not considered by Crown as a Validated Sale.

The term “Commission” (or “Commission”) is defined as a percentage of a sale rewarded to an active affiliate for each Validated Sale attributable to said Affiliate

The term “Bounty” (or “Bounty”) is defined as a specific dollar amount rewarded to an active affiliate for each Validated Sale attributable to said Affiliate

The term “Compensation” (or “Compensation”) is defined as a reward for Affiliate services (as defined in the AGREEMENT TERMS). Compensation may include (but is not limited to) rewards in the form of a commission, a bounty, or a combination of rewards. Compensation is specified in “Exhibit B – Compensation Schedule,” which is an accompanying part of this Agreement, which governs the terms and type of compensation the company agrees to provide an affiliate for a validated sale.

The term “paid search” (or “Paid search”) is defined as advertising within the sponsored listings of a search engine or a partner site where by a person endeavoring into this form of advertising is paying either each time the ad is clicked (often referred to as “pay-per-click”, “pay per click”, “ppc”, “PPC”, or referred to as “cost-per-click”, “cost per click”, “cpc”, or “CPC” ) or when the ad is displayed (often referred to as “cost-per-impression”, “cost per impression”, “cpm” or “CPM”). Third-party services like (but not limited to) Google AdWords, Google AdSense, and/or advertising on Bing provide such “cpm”, “cpc” or “ppc” advertising. Affiliates using any “cpm”, “cpc” or “ppc” advertising services, or agencies, like (but not limited to) Jumpfly.com, wordstream.com, blastam.com, or verticalmeasures.com to create and/or manage online advertising campaigns are considered for the purpose of this Agreement as engaging in “paid search.”




PRIVACY

Please review our Crown Privacy policy, which also governs your use of Crown Services, to understand our practices.





ELECTRONIC COMMUNICATIONS

When you use any Crown service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices from its websites or through the other means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.




COPYRIGHT

All content included in, or made available through, any Crown service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Crown or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Crown service is the exclusive property of Crown and protected by U.S. and international copyright laws.





TRADEMARKS

Crown owns, among others, U.S. Trademark Registration Nos. 2501179 and 4752837 for BLUE LIZARD and U.S. Trademark Registration No. 4752834 for BLUE LIZARD design mark. In addition, graphics, logos, page headers, button icons, scripts, and service names included, in or made available through, any Crown service are trademarks or trade dress of Crown in the U.S. and other countries. Crown’s trademarks and trade dress may not be used in connection with any product or service that is not Crown's, in any manner that is likely to cause confusion to anyone who encounters such a misuse, or in any manner that disparages or discredits Crown. All other trademarks not owned by Crown that appear on any Crown Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Crown. All of your use of any Crown trademark will inure to the sole benefit of Crown.




SITE POLICIES, MODIFICATION, AND SEVERABILITY

Please review our other policies, including (but not limited to) our Privacy policy, posted on Crown sites. These policies also govern your use of Crown Services. We reserve the right to make changes to our site, policies, Service Terms, and this Agreement at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.




OUR ADDRESS

Crown Laboratories, Inc.

P.O. Box 1425

Johnson City, TN 37605

http://crownlaboratories.com

http://www.bluelizard.net





AGREEMENT TERMS

Whereas Company desires to engage Affiliates to market the products of Company, and Affiliate desires to engage in such services to raise funds for Affiliate’s purposes, Party desire to define the terms and conditions applicable to Affiliate’s performance of such services. Company and Affiliate agree as follows:



1. Length of Agreement. The Parties agree this Agreement will take effect when the Company notifies Affiliate of their acceptance into the program and the Agreement remains in effect until otherwise terminated by either Party who may do so at will and at any time.



2. Enrollment. By executing this Agreement, the Parties acknowledge and agree to the following:

A. Affiliate desires to enroll in the Crown Marketing Affiliate Program to market the Company’s products on behalf of Company.

B. Affiliate understands and agrees that this Agreement has no force until approved and accepted by the Company.



C. Affiliate understands and agrees that Company may reject Affiliate’s enrollment for any or no reason and that Company is not obligated in any fashion to provide a reason for rejecting Affiliate.



D. Affiliate understands that Affiliate’s relationship with Company, should Company accept Affiliate, is non-exclusive in nature and that Company may engage other such Affiliates at Company’s sole, absolute discretion.



E. Affiliate must submit a complete and accurate Program application. Company shall review Affiliate’s application and shall provide notice to Affiliate of Company’s decision to accept or reject Affiliate’s application. Company may reject Affiliate’s application for any reason including if Company determines that Affiliate’s organization or site is unsuitable. Unsuitable organizations or sites include those that:

(i) promote or contain sexually explicit materials;

(ii) promote violence or contain violent materials;

(iii) promote or contain libelous or defamatory materials;

(iv) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(v) promote or undertake illegal activities;

(vi) are directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder;

(vii) include any trademark of Crown including but not limited to Crown trademarks for Blue Lizard® Australian Sunscreen, or a variant or misspelling of a trademark of Crown, Crown Products, or Crown Services, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or otherwise violate intellectual property rights. All Affiliate use of Crown’s trademarks, tradenames, and trade dress shall insure to the sole, exclusive benefit of Crown.



F. Affiliate will ensure that the information in Affiliate’s application for enrollment in the Program, and information otherwise associated with Affiliate’s account, including Affiliate’s contact information and disclosure of Affiliate’s online presence (including any websites, email addresses, and social media accounts), is at all times complete, accurate, and up-to-date. Company may send communications relating to the Program or this Agreement to the email address then-currently associated with Affiliate’s account, and Affiliate will be deemed to have received all communications sent to said email address.



G. In addition, if at any time following enrollment in the Program Affiliate becomes a resident of a state listed below, you will become ineligible to participate in the Program, and this Agreement will automatically terminate, on the date you establish residency in that state. States ineligible for enrollment:

o Alaska

o Arkansas

o Colorado

o Delaware

o Idaho

o Indiana

o Iowa

o Kansas

o Kentucky

o Maine

o Minnesota

o Mississippi

o Montana

o Nebraska

o Nevada

o New Hampshire

o New Mexico

o North Dakota

o Oklahoma

o Oregon

o Rhode Island

o South Carolina

o South Dakota

o Utah

o Vermont

o Washington

o West Virginia

o Wyoming



3. Responsibilities of Affiliate. Affiliate shall satisfy the following responsibilities at all times during the term of this Agreement:

A. Affiliate shall use best efforts to provide services, in a manner consistent with the standards generally observed by a professional in the industry to which such services performed can be classified, in accordance with the terms and conditions set forth in this agreement.

B. Affiliate shall exhibit and conduct behavior in a manner consistent with the high image, reputation and credibility of Company and Company Products, and shall engage in no activities that reflect adversely on Company or its Products.

C. Affiliate shall not represent to any other party that Affiliate is a sales representative of Company or that Affiliate has any authority to bind the Company in any fashion. While Affiliate may make simple endorsements of Company Products, Affiliate shall not make any factual assertions or other representations regarding Company Products.

D. Affiliate shall strictly follow the guidelines as provided by the Company as to the marketing of Company Products. Company will provide basic promotional materials to Affiliate at no cost to Affiliate. Affiliate shall use materials provided, and Affiliate may not modify these materials in any fashion without express, written consent from Company. Affiliate shall at all times honor the trade names, trademarks, and copyrights that exist in these materials.

E. If Affiliate has a website, Affiliate may link to Company’s website via Internet link methods or by email. To provide such a link, Affiliate shall follow all instructions provided about the Affiliate Program to properly receive credit for referrals originating from Affiliate’s website or email. Affiliate may endorse Company Products on Affiliate’s website or in an email. Affiliate may add or remove Internet links at any time, without prior notice to Company, subject to the other provisions of this Agreement. Affiliate shall be solely responsible for the development, operation and maintenance of Affiliate’s website and for all materials that appear on such website, including the installation of Company Internet links. Affiliate agrees not to advertise Company Products on websites that promote sexually explicit material, violence, pirated materials, or sites that otherwise promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities. Affiliate may only include a Company Internet link in email that has been “opted-in” by the end recipient; Affiliate shall not send Company Internet links through any form of bulk mail or in a manner that violates the CAN-SPAM Act of 2003).

F. Affiliate will comply with all applicable federal, state, local laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over Affiliate, including those that govern marketing email, including but not limited to the CAN-SPAM Act of 2003, in performance of Affiliate’s duties under this Agreement and in connection with Affiliate’s participation in the Program.

G. Affiliate understands and acknowledges the Company requires placing a tracking cookie on visitors to their website. This cookie is required to track eligible Publisher activity. This cookie does not contain any personally identifiable information on the person(s) visiting the website.



4. Scope and Limitations of Affiliate's Authority. The Parties agree as follows with regards to the scope and limitations of Affiliate’s authority under this Agreement:

A. Affiliate may market Company Products within their business and acceptable social media platforms designated on Exhibit A (“Territory"). Affiliate shall not market Company Products in any other business or social media platforms, without prior consent of Company. Company may, from time to time and at its sole discretion, change the scope of the Territory. In any such instance, Company shall issue a new Exhibit A to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Exhibit A. Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Affiliates business, any Company customers in the Affiliates business, or any Company customer lists. Affiliate further acknowledges and agrees that any goodwill accruing in the Business during the term of this Agreement with respect to Company or Company Products shall be considered the property of Company rather than Affiliate.

B. Affiliate has no authority to solicit or accept orders on behalf of Company. Affiliate shall have no right or authority to obligate Company to sell Products to any party.

C. Affiliate shall have no authority to discuss or modify any prices, credit terms, sales programs or other terms or conditions related to the sale of Company Products; authorize any customer to return Products to Company for credit; or obligate or bind Company in any other manner. Affiliate shall have no authority to receive payments or otherwise make collections from any party on Company’s behalf.

D. Without prior, express, written approval from Company, Affiliates shall not use paid search or branded/trademarked terms belonging to Company. Company may, at any time, check for such practices and may immediately remove from the Program any Affiliate if Company believes said Affiliate has engaged in such practices without express, written approval of Company.

E. Affiliate shall not engage in any unfair trade practices with respect to Company or Company Products and shall not make false or misleading representations with respect to Company or Company Products. Affiliate shall refrain from communicating any information with respect to guarantees or warranties regarding Company Products, except such as are expressly authorized by Company or are set forth in Company's literature or other promotional materials.



5. Compensation. The Parties agree as follows with regards to the Compensation paid to Affiliate under this Agreement:

A. The sole and exclusive Compensation to be paid by Company to Affiliate in consideration for all services rendered by Affiliate as a Crown Marketing Affiliate for the Company shall be Compensation Schedule as identified in “Exhibit B – Compensation Schedule,” which explains amounts and payment dates. Company may, from time to time and at its sole discretion, modify the amount paid, in whole or in part. In any such instance, Company shall notify Affiliate within thirty (30) days of such change.

B. Affiliate shall receive no compensation under any circumstances with respect to i) any unaccepted orders, ii) any orders received by Company after termination of this Agreement, and iii) any orders shipped after termination of this Agreement. For purposes of clarity, Affiliate shall be entitled to no compensation, commission, or other payments whatsoever except as specifically provided by this Agreement.

C. Company shall furnish Affiliate with statements reflecting the status of Affiliate's Compensation account specified in “Exhibit B – Compensation Schedule” of this Agreement when asked to do so. If Affiliate has objections with respect to any such statement, whether regarding its accuracy, completeness or any other matter, Affiliate shall make such objection(s) known to Company in writing within five (5) days after the date of such statement. IF AFFILIATE DOES NOT PROVIDE SUCH OBJECTION WITHIN THE THIRTY (30) DAY PERIOD, SUCH OBJECTIONS SHALL BE DEEMED WAIVED AND ABANDONED.

D. Company shall not intentionally remove or disable tracking or product feed code from its online store for Affiliates with active accounts.

E. Notwithstanding anything contained in this agreement, any Compensation due to Affiliate as of the termination date of this Agreement, or thereafter, may be withheld by Company and shall become due, if at all, only after a final reconciliation is performed by Company within sixty (60) days of termination. Company shall conduct such reconciliation within sixty (60) days after the termination date of this Agreement ("Reconciliation Date"). In lieu of withholding the entire amount of such Compensation, Company may, at its option, withhold only that portion as Company deems necessary for its financial protection. Company shall debit Affiliate's Compensation account on the Reconciliation Date for the Compensation allocable to any outstanding invoices applicable to customers received through Affiliate, which Company believes are not collectable or in jeopardy of non-payment. If the debits allocable to such invoices, together with any other debits not previously offset against Compensation do not exceed the amount of any remaining Compensation otherwise payable to Affiliate, the difference between the remaining Compensation and the outstanding debits then shall be considered earned and due, and thereupon shall be paid by Company to Affiliate. If all outstanding debits exceed the remaining Compensation, no additional Compensation shall be considered earned and due, and Affiliate shall be required to pay Company the difference between such outstanding debits and the remaining Compensation, upon receipt of Company's statement. After the Reconciliation Date, no additional Compensation shall become earned and due to Affiliate, and Company shall not be entitled to issue any additional debits against Affiliate's Compensation account.

F. Compensation will be made as per Exhibit B (“Compensation Schedule”) except in cases where Publishers have failed to provide or maintain valid payment information as part of the Affiliate account profile.

G. Affiliates who fail to provide or maintain valid payment information with Company accept that they will not receive payments and that payments are likely to be delayed after eventually supplying payment information. The company has the right to defer payment to the next payment date scheduled for the program if the information is incomplete or incorrect.

H. Affiliates who no longer wish to participate in the program are required to notify in writing or by e-mail at promotions@bluelizard.net with a subject line of “Cancellation” and include their Affiliate information.



6. Ownership of Work Product, Employees, Warranty and Indemnification. The Parties agree that all intellectual property rights in any ideas, modifications to Company materials or Company products, and other deliverables that result from the services performed by Affiliate pursuant to this Agreement (“Work Product”) are considered to be a “work for hire” and therefore ownership of any such rights shall be exclusively vested in and/or automatically assigned to Company. Affiliate agrees to promptly execute any documents necessary for Company to perfect its rights in such Work Product. Additionally, Affiliate warrants that the Work Product shall be original, that Affiliate has the right to assign ownership of any/all intellectual property rights in such Work Product to Company, and that Affiliate will perform all services in a good, professional, and workmanlike manner, in accordance with industry standards. Affiliate agrees that it will ensure that its employees performing work under this Agreement comply with this Agreement, including, but not limited to, having such employees sign documents assigning intellectual property rights to Company to the extent Affiliate is required such rights to Company. Affiliate hereby agrees to indemnify Company for any liability that Company may incur as a result of Affiliate’s breach of a warranty listed in this section. The terms of this Section shall survive the termination and/or expiration of this Agreement. Affiliate’s obligations pursuant to this section shall survive the termination/expiration of this Agreement.



7. Taxes. Affiliate shall be responsible for payment of all employment and income taxes relating to Affiliate’s services under this Agreement and the compensation provided by Company to Affiliate under this Agreement. In the event Company is required by law to make any such payment of employment and income taxes on behalf of Affiliate, Affiliate shall repay such amounts to Company including any interest and penalties assessed to Company.



8. Limitation of Liability and Exclusion of Certain Remedies. Affiliate understands that Company provides the programs offered under this Agreement on an “as-is” basis and makes no warranty with regards to these programs and their effect on Affiliate’s income and business. Under no circumstance, regardless of the basis of the claim, shall the total liability of Company to Affiliate exceed the total amount of completed sales from Affiliate within the last calendar month. In no event shall Company be liable to Affiliate for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against Company or by any third party through any party to this Agreement. The terms and provisions of this section shall survive the termination and/or expiration of this Agreement.



9. Confidentiality. During the period in which Affiliate is providing services for Company and indefinitely thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of Company, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement and/or a Services Schedule(s) attached hereto) or any third party, any Confidential Information of Company. As used herein, “Confidential Information” shall mean any information relating to business or affairs of Company, including but not limited to, the Company, Company Products, Work Product, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by Company in connection with its business. If Affiliate is an entity, it will make sure that the Confidential Information is disclosed only to those of its employees whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature and obligations of Affiliate with respect to the Confidential Information and who are subject to a general written agreement committing such employees to conduct that would not violate Affiliate’s obligations listed in this Section with respect to such Confidential Information if such conduct was committed by Affiliate. Affiliate’s obligations pursuant to this section shall survive the termination of this Agreement.



10. Non-Competition. Competitor, for purposes of this Section, shall mean any direct competitor of Company operating in a similar manner and venue. During the term of this Agreement, Affiliate agrees not to provide nor assist anyone and/or any entity(ies) in providing, the same and/or substantially similar services to a competitor of Company. For a period of 2 years after the termination of this Agreement, Affiliate understands and agrees that Affiliate shall not induce any customers of Company, whether directly or indirectly through use of third parties such as employers and agents, to leave Company’s business. Any such act by Affiliate shall subject Affiliate and any such third parties to civil and possible civil liability.



11. Suspension. Notwithstanding anything to the contrary in this Agreement or any Exhibits, Company may suspend this Agreement and related Exhibits without any obligation for any services that have not been rendered by Affiliate as of the date of notice of suspension, upon twenty-four (24) hours’ notice via e-mail, facsimile or hand delivery. Upon such notice of suspension, Affiliate orders will not be considered for compensation; any affiliate order while the Affiliate is suspended will not be considered a validated sale. Company additionally reserves the right to permanently suspend or cancel the account of any affiliate using dishonest means to claim commission for themselves. Affiliates who are suspended because of tracking or product feed issues who wish to resume the service will be liable to pay a further integration fee.



12. Termination. Affiliate accepts that the Company can cancel the active relationship between themselves and the affiliate at any time. No commission will be payable on any validated sales unless there is an active relationship at the time of the sale. Notwithstanding anything to the contrary in this Agreement or any Exhibits, Company may terminate this Agreement and related Exhibits without any obligation for any services that have not been rendered by Affiliate as of the date of notice of termination, upon fifteen (15) days’ notice via e-mail, facsimile or hand delivery. Upon such notice of termination, Affiliate shall immediately cease working and return to Company all Work Product, Company promotional materials, and any Confidential Information in Affiliate’s possession (“Termination Obligations”) and certify to Company, in writing, that it has performed its Termination Obligations. Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement and any/all Services Schedules.



13. Non-Solicitation. During the term for this Agreement and for a period of two (2) years after termination of this Agreement, Affiliate shall not hire, solicit, or induce or assist any third party in soliciting or inducing any employee, contractor, or other affiliates of Company to leave his or her employ or cease providing services to Company, as applicable.



14. No Other Relationship or Interest. The Parties agree that this Agreement does not create any other relationship or legal interest between the Parties, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.



15. Arbitration. In the event the Parties cannot amicably resolve a dispute or damage claim arising from, related to, or resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Johnson City, Tennessee, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties. If the Parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Tennessee shall apply to the arbitration proceedings. The Parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.



16. Disputes and Governing Law. The laws of the State of Tennessee in the United States without regard to any conflict of law principles govern this Agreement. No action, arising out of the transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued.



17. Limitations on Assignment. Affiliate may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Company. Company may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.



18. Information We Collect And How We Use It. Company collects certain information from and about its users three ways: directly from our Web Server logs, the user, and with Cookies

a. Web Server Logs

When a person visits our Website, we may track information to administer the site and analyze its usage. Examples of information we may track include (but not limited to):

· IP address.

· The kind of browser or computer you use.

· Number of links you click within the site.

· State or country from which you accessed the site.

· Date and time of your visit.

· Name of your Internet service provider.

· Web page you linked to our site from.

· Pages you viewed on the site.

We also use third-party services, including (but not limited to) Google Analytics, Refersion (“Refersion”) services, Shopify ecommerce services and social media service providers (like Facebook and Twitter), to collect and analyze such information.

b. Use of Cookies

We may use cookies to personalize or enhance the user experience. A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer.

Cookies are uniquely assigned to you and individuals you provide a tracked link, and can only be read by a Web Server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. For example, if you personalize a web page, or navigate within a site, a cookie helps the site to recall your specific information on subsequent visits. Cookies are an integral part of a tracked link, and are required in order to obtain the information required for a validated sale.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies. If you reject cookies by changing your browser settings then be aware that this may disable some of the functionality on our Website. If your web browser is not accepting cookies, we cannot guarantee that your tracked link will yield validated sales for any such affiliate orders.

c. Personal Information Provided By Users

Visitors to our websites can register to receive personalized services and communications. When visitors register, we will request some personal information such as (but not limited to) name, email, and other relevant information.

Affiliates and visitors may also be asked to disclose personal information to Company so that we can provide assistance and information as a service to you. For example, such data may be warranted in order to provide online technical support and troubleshooting.

If you submit information such as (but not limited to) your email address in order to access content, enter competitions, etc., we reserve the right to add you onto our general marketing mailing list.

You can opt out of our emails any time with a single click and we will never sell your information to 3rd parties.

We will not disclose personally identifiable information we collect from you to third parties without your permission except to the extent necessary including (but not limited to):

· To fulfill your service requests for services

· To protect ourselves from liability

· To respond to legal process or comply with law

· In connection with a merger, acquisition, or liquidation of the company

We will never share your email address or other contact information with other companies, except to enable fulfillment of specific requests you have made.

We prohibit Web beacons from being used to collect or access your personal information.



19. Accessing Affiliate Account Information. We will provide you with the means to ensure that personally identifiable information in your web account file is correct and current. Affiliates that maintain active relationships may review this information online from the account profile page of the affiliate software (website) or by contacting us via our contact form.



20. General. This Agreement, including all Exhibit(s), constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written, of the Parties and any current or subsequent purchase order(s) provided by Affiliate. No alteration or modification of this Agreement or any Exhibits shall be valid unless made in writing and signed by an authorized Affiliate of each Party. The waiver by either Party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorized Affiliate of the Parties hereto. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either party to the other in writing. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and rightful assignees.



Affiliate acknowledges their application to become an Affiliate of Company by checking the box or clicking the “Apply” button. Again, Affiliate understands and agrees that this Agreement has no force and effect until Affiliate is notified by Company of Affiliate’s acceptance and that Affiliate’s signature below is strictly to signify that Affiliate agrees with the provisions of this Agreement and desires to become so bound. FURTHER, BY CHECKING THE BOX OR CLICKING THE "APPLY" BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION ON CROWN SITE, OR BY EMAIL, OR MAIL, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING THE AFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.



Exhibit A - Territory Schedule

This Exhibit is subject to the Crown Marketing Affiliate Agreement between Company and Affiliate, dated as per terms of an active and effective Agreement, and is incorporated by reference to it.

Affiliate is authorized to only market Company Products from their physical place of business

- OR -

Affiliate is authorized to only market Company Products from their applicable digital platforms, which are currently limited to website, email, Facebook, and Twitter by using a sponsored link provided by Company.



Exhibit B – Compensation Schedule

This Exhibit is subject to the Crown Marketing Affiliate Agreement between Company and Affiliate, dated as per terms of an active and effective Agreement, and is incorporated by reference to it.



Tracked Link Sales.

o In the event that Affiliate markets to customers for Company via a tracked link, Affiliate will receive a tracked link from Company. This tracked link is used to identify the sale of Company Products with the Affiliate by use of an Internet Link. If Affiliate fails to provide the tracked link or incorrectly configures the tracked link on Affiliate’s digital platforms, Affiliate will not be entitled to compensation resulting from improperly identified sales.

o In order for Affiliate to be associated with the sale, the consumer must follow the Internet Link as provided by Associate and complete an order on the Company website within the same web-browsing session. If the consumer exits the Company website without first completing an order and then later returns to do so, Affiliate will not be entitled to compensation for such sales.

o Upon entering the Company website, all visitors are subject to the company’s established Privacy Policy and Terms of Use. Not limited to but notwithstanding, the visitor will have a cookie placed on their computer (a small text file) to track any purchases made by the visitor. In order for Affiliate to be associated with the sale, the visitor must purchase from the Company website within thirty (30) days of entering the site. Only visitors who accept cookies can be tracked for referral fees. Affiliate understands that no compensation can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" from their computer during the 30-day period.

o Any compensation requiring financial payment will be made in US dollars.

o When paying commissions, the company does not accept any transaction and currency conversion fees.

o Company makes payments in defined payment periods (approximately 90 days in length). Specifically, the payment periods are as follows:

o Payment Period 1: All compensation due to Affiliate for orders which became qualified sales between December 1 and the last day in February.

o Payment Period 2: All compensation due to Affiliate for orders which became qualified sales between March 1 and the last day in May.

o Payment Period 3: All compensation due to Affiliate for orders which became qualified sales between June 1 and the last day in August.

o Payment Period 4: All compensation due to Affiliate for orders which became qualified sales between September 1 and the last day in November.

o Affiliates may access their account online and review the history of validated sales and compensation.

o The Affiliate is entitled only to compensation on an initial order. Affiliate is not entitled to compensation for any other sales, including but not limited to, renewals, after-sale referrals, etc.

o Affiliate will not receive any compensation for a given order until the order becomes a validated sale. Company pays all validated sales as per the payment schedule.

o There is a minimum threshold for compensation in any given payment period of 50 USD. Any compensation that falls below this threshold will be held over and added into subsequent months.

o If the order is canceled or returned before the 30-day validation period, Company will not consider the order a validated sale. Company will not include an order on the Affiliate’s Compensation Statement until it is a validated sale.

o Affiliate will not be entitled to compensation if they do not maintain active affiliate status during the payment period.

o Compensation is not payable to an affiliate for sales generated for Company Products from stores other than the company’s store; compensation is only rewarded for affiliate’s validated sales.

o If the affiliate leaves the program, any such held over commissions will no longer be payable.

o Company does not accept liability for any unpaid commissions including when they leave the program.

o Company normally processes Compensation Statements at the beginning of each calendar month and will normally release any payments due by the 15th of each calendar month following the end of a payment period. However, Company may change the processing date of Compensation Statements as well as payment release dates at Company’s sole discretion and without notice to Affiliate.

o Affiliate will usually receive payment on a sale within one hundred twenty (120) days of contract issuance. For example, if Affiliate is credited with the sale of a contract, which is issued on 2/1/2017; the 30-day validation period finishes on 3/3/17. The Affiliate’s compensation statement is then generated on 4/1/17. The Affiliate has elected to be paid by check, and the check is mailed on 4/15/17. The Reseller then receives his/her check on 4/30/17.

o It is Affiliate’s sole responsibility to keep Company updated on any information
pertaining to Affiliate’s receipt of compensation (i.e. EFT info, mailing address, etc.).

o The sole compensation for sales made through the Affiliate program is defined below:

o Blue Lizard® Australian Sunscreen “Refer-A-Friend” Program compensates active affiliates by a bounty of $2 for each qualified sale.



End of Agreement

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Last Updated on: April 1, 2016
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