Dressing Your Truth® Membership Program Agreement
THIS AGREEMENT (the “Agreement”) is made as of the moment of completion of signup for the LIVE YOUR TRUTH, LLC Dressing Your Truth Membership Program by and between, LIVE YOUR TRUTH, LLC (the “Company”), and the person signing up for the program (the “Dressing Your Truth Member,” and collectively, the “Parties”).
The Dressing Your Truth Membership Program also goes under other names such as Dressing Your Truth, Energy Profiling, Beauty Profiling, and Carol Tuttle. These names and entities comprise, LIVE YOUR TRUTH, LLC (the “Company”).
WHEREAS Dressing Your Truth Member wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Dressing Your Truth Member’s website, or to promote Company’s website and material through Home Party programs, or otherwise blog about Company’s programs, materials and products;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. Company shall make available to Dressing Your Truth Member certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Dressing Your Truth Member website (the “Promotional Materials”). Dressing Your Truth Member shall display the Promotional Materials on Dressing Your Truth Member’s website prominently and as Dressing Your Truth Member sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Dressing Your Truth Member shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
2. Use of Promotional Materials. The Dressing Your Truth Member’s use and display of the Promotional Materials on the Dressing Your Truth Member’s site shall conform to the following terms, conditions and specifications:
A. Dressing Your Truth Member may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
B. Dressing Your Truth Member will always use the full name of the products being promoted and use the ® mark on Dressing Your Truth® and Energy Profiling®. (i.e. Dressing Your Truth – Not – DYT, Energy Profiling – Not – EP, Beauty Profiling – Not – BP, Dressing Your Truth – Discover Your Beauty Profile – Not – Dressing Your Truth, It’s Just My Nature! – Not – IJMN).
C. Dressing Your Truth Member will always indicate on their website that Dressing Your Truth® and Energy Profiling® are registered trademarks of Carol Tuttle Enterprises, LLC.
D. Dressing Your Truth Member may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
E. The Promotional Materials will be used to link only to Company’s website, or to a specific page and address as specified by Company.
F. Dressing Your Truth Member will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Dressing Your Truth Member wishes to alter or otherwise modify the Promotional Materials, Dressing Your Truth Member must obtain prior written consent from Company for such alteration of modification.
3. License. Company hereby grants to Dressing Your Truth Member a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Dressing Your Truth Member any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Dressing Your Truth Member. Dressing Your Truth Member shall provide services for Company as an independent contractor. Dressing Your Truth Member shall have no authority to bind Company into any agreement, nor shall Dressing Your Truth Member be considered to be an agent of Company in any respect.
6. Share Rewards
A. In exchange for Dressing Your Truth Member’s display of the Promotional Materials, and for Dressing Your Truth Member’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Dressing Your Truth Member a commission (the “Commission”) in the amount as stated by the company. The company has sole rights to change product pricing and commission percentage, or program structure at anytime without notice to Dressing Your Truth Members.
B. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Dressing Your Truth Member. Dressing Your Truth Member shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Dressing Your Truth Member in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
C. (if applicable) For the purposes of this Agreement, a “Bona Fide Click-Through” shall be defined as any successful attempt by a visitor of Dressing Your Truth Member’s website to click on the link within the Promotional Materials on Dressing Your Truth Member’s website and to visit Company’s website. Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs. Dressing Your Truth Member shall not attempt to: (i) artificially attempt to generate click-throughs to Company’s website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Dressing Your Truth Member’s employees, agents, customers, or other persons to click the link to the Company’s website for any purpose other than the promotion of the services and/or products offered through Company’s website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Company’s website.
D. Company shall pay all Rewards accrued and payable to Dressing Your Truth Member as either a Store credit in the Dressing Your Truth Online Store or Cash sent via Paypal depending on the current program. Store Credit Rewards will become available after 31 days of purchase. Cash Rewards via PayPal will be available after 60 days of purchase and after Dressing Your Truth Member’s payout has exceeded $100 in cash value.
E. In the event that Dressing Your Truth Member materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Dressing Your Truth Member shall be forfeited, and Company shall not be obligated to pay such Commissions to Dressing Your Truth Member. The Dressing Your Truth Member may also be forfeited their rights to gain access to the Dressing Your Truth Membership site.
7. Dressing Your Truth Member’s Representations and Warranties. Dressing Your Truth Member represents and warrants the following:
A. Dressing Your Truth Member has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
B. Dressing Your Truth Member’s website does not contain any materials that are:
a. Sexually explicit, obscene, or pornographic;
b. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
c. Graphically violent, including any violent video game images; or
d. Solicitous of any unlawful behavior
C. Dressing Your Truth Member has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Dressing Your Truth Member’s website. Nothing on Dressing Your Truth Member’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Dressing Your Truth Member have any reason to believe that any person or entity will bring or threaten such a claim in the future.
D. Dressing Your Truth Member will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
E. Dressing Your Truth Member will not make any claim to ownership of the Dressing Your Truth Materials, or of the copyright, trademark, or other intellectual property therein.
F. Dressing Your Truth Member will not publish or otherwise distribute any advertising materials for Dressing Your Truth Member’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Dressing Your Truth Member will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Dressing Your Truth Member will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
G. Dressing Your Truth Member will not represent themselves as licensed experts unless they have a written license agreement from Dressing Your Truth, LLC. As such, Dressing Your Truth Member’s will not:
a. provide services where they are advising others on their Energy/Beauty Type.
b. collect money from others in any way with whom you are sharing Energy/Beauty Profiling and Dressing Your Truth information.
c. Advertise, promote or suggest oneself as a representative of Dressing Your Truth, Energy Profiling or Beauty Profiling in any setting, Salon, Seminar, Radio, Web site, etc.
d. teach concepts, classes, trainings, taking others shopping or profiling faces, or otherwise share copyrighted material.
H. Dressing Your Truth Member will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s websites.
8. Indemnification. Dressing Your Truth Member shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Dressing Your Truth Member’s warranties set forth in Section 7 above. Dressing Your Truth Member shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Dressing Your Truth Member of the Promotional Materials.
9. Confidentiality. Any information that Dressing Your Truth Member is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Dressing Your Truth Member may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Dressing Your Truth Member obtains prior written consent for such disclosure from Company.
A. This Agreement shall take effect on date of signup and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
B. Either Party shall have the right to terminate this Agreement at any time and for any cause and without notice.
11. Taxes. Company shall not be responsible for any taxes owed by Dressing Your Truth Member arising out of Dressing Your Truth Member’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Dressing Your Truth Member.
12. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
13. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Texas, without regard to conflicts of law principles.
14. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
15. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
16. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
Live Your Truth, LLC 4161 N Thanksgiving Way. Suite 206. Lehi, UT 84043
17. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement between Company and Dressing Your Truth Member, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
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