Brand Advocate Agreement

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TRECEUTICALS® BY BELLA TRES, 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 that apply to you becoming an Brand Advocate with TreCeuticals® by Bella Tres, LLC Brand Advocate Program.

The purpose of this Agreement is to allow HTML linking between your web site and the TreCeuticals.com web site.

Please note that throughout this Agreement, "we," "us," and "our" refer to TreCeuticals® by Bella Tres, LLC, and "you," "your," and "yours" refer to the Brand Advocate.

2. Brand Advocate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at TreCeuticals.com hosted on the Refersion server.

The fact that you sign up to the Brand Advocate Program does not imply that you will be automatically approved.

At TreCeuticals® by Bella Tres, LLC we consider each application to make sure that we are a great fit for each other.

We may reject your application at our sole discretion.

We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials.

2.1.2. Promotes violence.

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

2.1.4. 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.

2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name.

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

2.1.8. Contains software downloads that potentially enable diversions of commission from other Brand Advocates in our Program.

2.1.9. As a member of our Brand Advocate Program, you will have access to the Brand Advocate Account Dashboard.

Here you will be able to review our Program’s details, access approved creative resources as well as browse and obtain tracking codes for our coupons and deals.

In order for us to accurately keep track of all guest visits from your site to our’s,, you must use the HTML code that we provide for each banner, text link, or other Brand Advocate link we provide to you.

2.2. We reserve the right, at any time, to review your placements and approve the use of your links and require that you change the placement or it’s use to comply with the guidelines provided to you.

2.3. The maintenance and the updating of your site will be your responsibility.

We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel could enhance your performance.

2.4. It is entirely 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 is in writing, text form, 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.

3. TreCeuticals® by Bella Tres, LLC Rights and Obligations

3.1. We have the right to 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 further notify 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 participation in our Brand Advocate Program.

3.2. We reserve the right to terminate this Agreement and your participation in the TreCeuticals® by Bella Tres, LLC Brand Advocate Program immediately and without notice to you should you commit fraud in your use of our Brand Advocate Program or should you abuse this program in any way.

If such fraud or abuse is detected, Bella Tres, LLC, TreCeuticals® by Bella Tres, LLC or any other Brand Advocates shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Brand Advocate application and will continue unless terminated hereunder.

4. Termination

Either party may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Once notice is served, this Agreement will be severed immediately.

Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

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.

Modifications may include, but are not limited to, changes in the payment procedures and our Brand Advocate Program rules.

If any modification is unacceptable to you, your only option is to end this Agreement.

Your continued participation in our Brand Advocate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

We use a third party to handle all of the tracking and payment. The third party is the Refersion Brand Advocate network. Kindly review the network’s payment terms and conditions.

7. Access to Brand Advocate Account

You will create a password so that you may enter Refersion’s secure Brand Advocate account interface.

From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions TreCeuticals® by Bella Tres, LLC could be perceived by the public or the press as a joint effort.

You should know that certain forms of advertising are always prohibited by TreCeuticals® by Bella Tres, LLC.

For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name, resulting in immediate termination of this Brand Advocate agreement. 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 TreCeuticals® by Bella Tres, LLC as long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.

Also, you may post to news groups to promote TreCeuticals® by Bella Tres, LLC as long as the news group specifically welcomes commercial messages.

At all times, you must clearly represent yourself and your web sites as independent from TreCeuticals® by Bella Tres, LLC.

If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Brand Advocate Program.

8.2. Brand Advocates that exclusively bid on keywords in pay-per-click campaigns such as TreCeuticals.com, merchant, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to our’s, will be considered trademark violators, and will be banned from our Brand Advocate Program.

We will do everything possible to contact the Brand Advocate prior to the ban.

We reserve the right to terminate any trademark violator from our Brand Advocate Program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Brand Advocates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in our products).

8.4. Brand Advocate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our site (i.e., no page from our site or any TreCeuticals® by Bella Tres, LLC content or branding is visible on the end-user’s screen).

As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Brand Advocate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Bing, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of TreCeuticals® by Bella Tres, LLC site in IFrames, hidden links and automatic pop ups that open TreCeuticals® by Bella Tres, LLC ® site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Brand Advocate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML 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 TreCeuticals® by Bella Tres, LLC Brand Advocate Program.

You agree that all uses of the Licensed Materials will be on behalf of TreCeuticals® by Bella Tres, LLC and the good will associated therewith will inure to the sole benefit of TreCeuticals® by Bella Tres, LLC.

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 of 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

BELLA TRES, LLC AND TRECEUTICALS® BY BELLA TRES, LLC MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PRODUCTS AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN.

ANY IMPLIED WARRANTIES OF TRECEUTICALS® BY BELLA TRES, LLC ABILITY 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;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

TRECEUTICALS® BY BELLA TRES, LLC 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 TRECEUTICALS® BY BELLA TRES, LLC / BELLA TRES LLC 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 TRECEUTICALS® BY BELLA TRES, LLC, its subsidiaries and Brand Advocates, 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 Brand Advocate 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 TRECEUTICALS® BY BELLA TRES, LLC.

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

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