Affiliate Brand Ambassador Policy

This Ambassador/Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in Soothe & Glow Co. Affiliate Program (the “Program”). “We,” “us,” or “our” means SootheandGlow.co (and Soothe & Glow Co., Advanced Creative Media & Omni Enterprise. “You” or “your” means the applicant.  You may also be referenced herein as “Influencer.”  A “site” means a website or application. “Your site” means any site(s), any software application(s), and any Mobile Application (as defined hereinafter) that you link to us and our products. “Advertising Fees” means amounts earned for a successful and verified sale of certain of our Products by a customer using your referral link, all pursuant to the terms and conditions of this Operating Agreement. 

BY CHECKING THE BOX AND AGREEING TO THE TERMS AND CONDITIONS OF SOOTHEANDGLOW.CO, YOU ALSO AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON OR FOR SOOTHEANDGLOW.CO, YOU (A) AGREE TO BE BOUND BY THIS OPERATING 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 OPERATING 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 OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING 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 OPERATING AGREEMENT. 

SECTION 1 - DESCRIPTION OF THE PROGRAM 

The purpose of the Program is to permit you to advertise Soothe & Glow Co.’s products on your site and to earn Advertising Fees for Qualifying Purchases (defined in Section 8 below) made by your end users. A “Product” is any item sold. To facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, other linking tools, and other information in connection with the Program and our Products (“Content”). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than Soothe & Glow Co.  

SECTION 2 - ENROLLMENT APPLICATION 

To begin the enrollment process, you must submit a complete and accurate Shopify Collabs application. You must identify your site and social media accounts in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including but not limited to if we determine that your site is unsuitable for our goals. Unsuitable sites include those that: 

(a) promote or contain sexually explicit materials; 

(b) promote violence or contain violent materials; 

(c) promote or contain libelous or defamatory materials; 

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

(e) promote or undertake illegal activities; and/or 

(f) otherwise violate intellectual property rights. 

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion. 

You will ensure that the information in your Program Application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. 

SECTION 3 - LINKS TO YOUR SITE 

After you have been notified that you have been accepted into the Program, you must display Special Links on your site. “Special Links” are links to the Soothe & Glow Co. website that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Checklist & Affiliate Guidelines requirements provided to you during onboarding. Special Links permit accurate tracking, reporting, and accrual of Advertising Fees. 

You may earn Advertising Fees only as described in Section 8 below and only with respect to activity on sootheandglow.co occurring directly through Special Links. We will have no obligation to pay you Advertising Fees if you fail to properly format the links on your site to sootheandglow.co as Special Links, to the extent that such failure may result in any reduction of Advertising Fee amounts that would otherwise be paid to you under this Operating Agreement.

SECTION 4 - PROGRAM CONTENT REQUIREMENTS & BRAND GUIDELINES 

By participating in the Program, you agree that you will comply with the Affiliate Program Checklist and Guidelines requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”). 

Social Media Posts: Influencer agrees to publish social media posts and content (the “Posts”) on Influencer’s social media accounts, including, without limitation, Instagram, TikTok, Twitter, Facebook, Snapchat, Pinterest, and YouTube, which will strictly conform to the specifications, instructions, and briefing materials (collectively, the “Campaign Materials”) provided by Advanced Creative Media, Omni Enterprise or Soothe & Glow Co. Influencer shall keep all in-feed content for a minimum of six (6) months from the date of Post, after which Influencer may choose to re-negotiate the Post’s visibility by contacting their campaign representative 

Post Requirements: All Posts must:  

(a)  contain Soothe & Glow Co.’s brand handle (@sootheandglowco);  

(b)  contain the hashtags: #ad, #sponsored, and all Campaign specific hashtags provided by the campaign representative;  

(c) verbally mention and/or visually display the brand and product within the video and match it to contain shoppable referral links that Soothe & Glow Co. requires; 

(d) comply with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials;  

(e)  comply with the rules of the applicable social media platforms;  

(f)  clearly and conspicuously disclose Influencer’s “material connection” with Soothe & Glow Co., making it clear that Influencer is a collaborating and/or paid affiliate;  

(g)  make only factual statements about Soothe & Glow Co. and its featured products, 

(h)  be original and created solely by Influencer and based on Influencer’s own opinions, beliefs, and experiences;  

(i) not include any unauthorized intellectual property of any third party (including, without limitation, third party music, photographs, artwork, trademarks, logos, or slogans); and  

(j) not include any person, or personally identifiable information about anyone, other than Influencer (unless Influencer receives Soothe & Glow Co.’s prior written approval and the person signs a release provided by Soothe & Glow Co.).  

(k) use Soothe & Glow Co. products  

(l)  follow our affiliate guidelines: 

Monitoring Posts: Influencer understands that Soothe & Glow Co. will be monitoring Influencer Posts for compliance with this Operating Agreement. Soothe & Glow Co. has the right to address noncompliant Posts by taking any of the following actions alone or in combination: (a) require Influencer to modify the Post so that it is in compliance; (b) modify the Post itself or through one of Soothe & Glow Co.’s agencies; (c) withhold payment of the Fee (as defined below); or (d) terminate this Operating Agreement. 

Representations and Warranties: Influencer represents and warrants that the Posts: (a) are Influencer’s sole and original creation; (b) have not been, and prior to Soothe & Glow Co.’s approval of them will not be, published or otherwise made publicly available, in whole or in part; (c) are not libelous or otherwise defamatory; and (d) do not, and Soothe & Glow Co.’s use of them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy. 

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any Advertising Fees payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any Advertising Fees; (c) terminate this Operating Agreement; or (d) undertake all of the above actions. In addition, you hereby consent to us: 

  • sending you emails relating to the Program from time to time; 

  • monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on sootheandglow.co) in accordance with the Privacy Policy; and 

  • monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation. 

SECTION 5 – USAGE & OWNERSHIP (GRANT OF RIGHTS) 

Organic usage: During the term of this Operating Agreement, we shall be granted a non-exclusive, perpetual, royalty-free license from the date Influencer posts the applicable channel content and deliverables, to repost channel content on our social media accounts (Instagram, TikTok, Twitter, Facebook, Snapchat, Pinterest, and YouTube, etc.) and “boost” such content through/by bolstering views through paid social advertising. Notwithstanding anything in this Operating Agreement to the contrary, we shall not be required at any time to remove or delete from our social media accounts the posts/stories reposted by us.  

(b) Full usage: During the term of this Operating Agreement, we shall be granted  a non-exclusive, perpetual, royalty-free license from the date Influencer posts the applicable channel content and deliverables to use, sub-license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display the content in any of our social, email, website, and/or marketing materials or means of dissemination. Notwithstanding anything in this Operating Agreement to the contrary, we shall not be required at any time to remove or delete from our social media accounts the posts/stories reposted by us.  

Ownership; Grant of Rights:  

  • (a) Influencer will own and retain all right, title, and interest in and to the Posts, subject to the license granted to Soothe & Glow Co. in this Section. Soothe & Glow Co. will own and retain all right, title, and interest in and to all derivative works of the posts made by Soothe & Glow Co., or by any third party for Soothe & Glow Co.’s benefit subject to Influencer rights in the underlying Posts.  

  • (b) Influencer hereby grants to Soothe & Glow Co. and Soothe & Glow Co.’s affiliates, and each of Dolce Glow’s respective direct and indirect licensees, successors, and assigns, a perpetual, irrevocable, freely transferable, sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights in the Posts and all renewals and extensions thereof, in all formats and media, whether now known and existing or later discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Influencer agrees that this license gives Soothe & Glow Co. the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part during the term.  

Use of Influencer Name, Likeness, and Information. Influencer hereby grant to Soothe & Glow Co. and Soothe & Glow Co.’s affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Influencer’s name, image, likeness, and biographical, professional, and other identifying information (including information Influencer provides to Soothe & Glow Co. and any other information about Influencer that is publicly available) (collectively, “Likeness”) in connection with the Campaign, the Posts, and any derivative works made from the Posts, including, without limitation, to advertise and promote the same or any product or service that features or includes the Posts or a derivative work of a Post, in whole or in part. Influencer waives the right to inspect or approve any use of the Likeness as contemplated in this Operating Agreement. 

SECTION 6 - RESPONSIBILITY FOR YOUR SITE 

You will be solely responsible for your site and social media accounts, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for: 

  • the technical operation of your site and all related equipment; 

  • displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site); 

  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links); 

  • using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); 

  • using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise wrongful in any manner whatsoever; 

  • disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and 

  • any use that you make of the Content, whether or not permitted under this Operating Agreement. 

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 6; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees’ negligence or willful misconduct. 

SECTION 7 - ORDER PROCESSING 

We will process Product orders placed by customers who follow Special Links from your site to sootheandglow.co. We reserve the right to reject orders that do not comply with any requirements on sootheandglow.co, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 8 below) for reporting and Advertising Fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases. 

SECTION 8 - ADVERTISING FEES 

We will pay you Advertising Fees on Qualifying Purchases in accordance with this Section 8, Shopify Collabs, and TikTok Affiliate Center fee schedules. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent Advertising Fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a 'Qualifying Purchase' occurs when (a) a customer clicks through a Special Link on your site to sootheandglow.co, and (b) during a single Session, such customer adds a Product to his or her digital shopping cart and places the order for that Product no later than 90 days following the customer’s initial click-through, and (c) the Product is shipped to, and paid for by, the customer.  

A 'Session' begins when a customer clicks through a Special Link on your site to the Partner Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to sootheandglow.co that is not your Special Link. 

Qualifying Purchases include all products on sootheandglow.co that are in stock for sale, excluding certain special cases, explained below. Additionally, Qualifying Purchases exclude, and we will not pay Advertising Fees on any of, the following: 

  • any Product that, after expiration of the applicable Session, is added to a customer’s digital shopping cart by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;  

  • any Product purchase that is not correctly tracked or reported because the links from your site to the Partner Site are not properly formatted; 

  • any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity); 

  • any Product purchased for resale or commercial use of any kind; 

  • any Product purchased after termination of this Operating Agreement; 

  • any Product order where a cancellation, return, or refund has been initiated;  

  • any Product purchased by a customer who is referred to the Partner Site through any of the following: 

  • a Prohibited Paid Search Placement (as defined below); o r 

  • a link to the Partner Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise. 

  • any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, points, donation to charity or other organization, or other benefit) for using Special Links. 

  • any Qualifying Purchase, which takes place in the United States, made through a mobile device or tablet wherein “Pay-Per-Click” advertising is strictly prohibited. 

  • any Qualifying purchase wherein the affiliate has posted links or their coupon code on “coupon website” are strictly prohibited. For the definition of a coupon website, see below. 

  • Posting coupon offers on your site with “reveal the coupon code” or similar phrase that stimulates visitor to click to reveal a coupon code and go to the Partner Site is prohibited. 

'Coupon Website' 

Whether you are classified as a Coupon Affiliate shall be determined by us in our sole discretion. Factors that may lead to classification as “Coupon Affiliate” include, but are not limited 

  • the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory; 

  • the presence of certain words (or variations or misspellings thereof) in the website’s URL or prominently featured in the website's content, such as “coupons,” “deals” or “savings”; 

  • a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human- generated content. 

'Prohibited Paid Search Placement' means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. 'Proprietary Term' means keywords, search terms, or other identifiers that include the word “Soothe and Glow,” or any other trademark of Soothe & Glow Co. or its affiliates, or variations or misspellings of any of those words (e.g., “Soothe & Glow”). 'Redirecting Link' means a link that sends users indirectly to the sootheandglow.co via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. 'Search Engine' means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks. 

SECTION 9 - ADVERTISING FEE PAYMENT 

We will pay you Advertising Fees on a monthly basis for Qualifying Purchases shipped in each month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month, but we may accrue and withhold Advertising Fees until the total amount due to you is at least $100.00 (USD) in case of returns. This is decided on a case per case basis, depending on the risk of the individual Influencer.  

The Advertising Fees payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that sootheandglow.co can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to: 

  • timely issuance of GST compliant invoices; 

  • making the invoices available to sootheandglow.co; 

  • depositing applicable taxes on a periodic basis; and 

  • correctly reporting them to the government under tax laws. 

If at any time credit of taxes is denied or payment of taxes is sought from Soothe & Glow Co. Site, Shopify Collabs or TikTok Affiliate Payments, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify Soothe & Glow Co., Shopify and TikTok against any denied credits or taxes recovered as well as any interest and penalties imposed on Soothe & Glow Co., Shopify and TikTok. If required by applicable United States tax law, we may deduct or withhold taxes, levies or any similar amounts from the Advertising Fees payable to you. If you are a United States resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. If you are not a United States resident or have not provided us your EIN (Federal Tax Number), the rate of tax withholding applicable to you will vary. Further, if you are a non-resident The United States, you agree to provide necessary documentation, as may be required, for sootheandglow.co, Shopify or TikTok to satisfy any reporting or any obligations with respect to the Advertising Fee payable to you. If we deduct or withhold taxes from Advertising Fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such a small or reduced tax rate as the applicable withholding tax rate on Advertising Fees payable to you. You hereby agree that you will not pursue any claim against Soothe & Glow Co. or any of its affiliates and hereby will waive all such claims you may now or in the future have, in respect of any taxes sootheandglow.co, Shopify or TikTok deposits with a relevant taxing authority pursuant to this Operating Agreement.   

SECTION 10 - POLICIES & PRICING 

Customers who buy products through this Program are customers of Soothe & Glow Co. with respect to all activities they undertake in connection with Soothe & Glow Co. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on sootheandglow.co will apply to those customers, and the same may be changed at any time. 

SECTION 11 - IDENTIFYING YOURSELF AS AN AFFILIATE 

You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Soothe & Glow Co. Affiliate Program, an affiliate advertising program designed to provide a means for affiliates to earn commission by advertising and linking Soothe & Glow Co.’s products to social media” 

SECTION 12 - CONFIDENTIALITY 

All non-public, confidential, or proprietary information of Soothe & Glow Co., including, but not limited to, the terms and provisions of this Operating Agreement, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not identified as “confidential,” is confidential and may be used by Influencer solely for the use of performing under this Operating Agreement and may not be disclosed or copied unless authorized by Soothe & Glow Co. in writing. Upon Soothe & Glow Co.’s request, Influencer will promptly return all documents and other materials received from Soothe & Glow Co. Soothe & Glow Co. will be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Influencer at the time of disclosure, as proven by documentary evidence; or (c) rightfully obtained by Influencer on a non-confidential basis from a third party. Soothe & Glow Co. retains its entire rights, title, and interest, including all intellectual property rights, in and to all of its confidential information. Any disclosure of confidential information by Soothe & Glow Co. will not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to Influencer. 

SECTION 13 - COMPLIANCE WITH LAWS  

In connection with your participation in the Program you will comply with all applicable laws of Secaucus, New Jersey including but not limited to ordinances, rules, regulations, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. 

SECTION 14 - TERM & TERMINATION  

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and promptly remove from your site and delete or otherwise destroy all links sootheandglow.co, remove all tagged Products, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid Advertising Fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 12, 14, 17, 18, 19, 20, 21, and 25 will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination. 

SECTION 15 – MODIFICATIONS   

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the sootheandglow.co or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. 

SECTION 16 - RELATIONSHIP OF PARTIES 

You and Soothe & Glow Co. are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this Section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself. Soothe & Glow Co. is not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Influencer’s behalf. Influencer is solely responsible for all such taxes and contributions, including penalties and interest. 

Successors and Assigns: Influencer may not assign any of its rights or delegate any of its obligations under this Operating Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. This Operating Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing in this Operating Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Operating Agreement. This Operating Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and permitted assigns.  

Termination: This Operating Agreement may be terminated by: (a) Soothe & Glow Co. immediately at any time for any reason; or (b) Influencer upon 30 days’ prior written notice for any reason. 

SECTION 17 - LIMITATION OF LIABILITY 

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE PARTNER SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE GOAFFPRO SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. 

SECTION 18 - DISCLAIMERS 

THE PROGRAM, THE SHOPIFY SITE, TIKTOK, SOOTHEANDGLOW.CO, ANY PRODUCTS AND SERVICES OFFERED ON SOOTHEANDGLOW.CO, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, SHOPOFY.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE GOAFFPRO SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. 

SECTION 19 - GOVERNING LAW, JURISDICTION & DISPUTES 

This Operating Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New Jersey. Any legal suit, action, or proceeding arising out of or related to this Operating Agreement or the matters contemplated under this Operating Agreement shall be instituted exclusively in the federal or state courts located in New Jersey, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. 

Notwithstanding anything to the contrary in this Operating Agreement, we may seek emergency, temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages. 

If any term or provision of this Operating Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Operating Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. 

SECTION 20 - NON-DISPARAGEMENT 

Influencer agrees and covenants that Influencer will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning us, any of our products or practices, any of our managers, members, owners, officers, agents, representatives, or affiliates, or any existing and prospective customers, suppliers, investors and other associated third parties; provided, however, that Influencer may confer in confidence with Influencer’s legal counsel and make truthful statements as required by law, or by governmental, regulatory or self-regulatory investigations or as truthful testimony in connection with any litigation involving the parties. In addition, Influencer agrees to refrain from taking any actions (or inactions) that could reasonably lead to the disrepute, disparagement, harming of good will, damages, liability, or other negative repercussions with respect to us, our business, and/or our agents and owners.  For purposes of this Section, the term “disparage” includes, without limitation, comments or statements to the press, through social media, to our employees, or to any individual or entity with whom we have a business relationship (including, without limitation, any vendor, supplier, customer, distributor, or online platform), or any public statement, that in each case is intended to, or can be reasonably expected to, damage or otherwise cause disrepute to any of the above referenced parties, including our reputation or good will. 

SECTION 21 - LEGAL REPRESENTATION; NO DURESS 

The parties have each had the opportunity to be represented by their own independent legal counsel in connection with this Operating Agreement. The parties hereby acknowledge that they have had the opportunity to have this Operating Agreement fully explained to them by their own independent legal counsel and are fully aware of its contents and legal effect.  The parties further agree and guarantee that this Operating Agreement is entered into by them of their own volition, and that they are entering into this agreement free of any duress, coercion, or undue influence of any source whatsoever. 

SECTION 22 - ATTORNEY FEES 

If any party brings any action against any other party for enforcement of the terms of this Operating Agreement, for damages relating thereto, or for any other relief, including declaratory, eviction-related, or otherwise, pertaining to this Operating Agreement, then the losing party shall pay to the prevailing party all reasonable attorneys’ and experts’ fees and costs incurred in taking such action, bringing such suit, and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of reasonable attorneys’ and experts’ fees and costs incurred in enforcing such a judgment. For the purposes of this Section, attorneys’ and experts’ fees and costs shall include, without limitation, fees and costs incurred in the following: (a) post-judgment motions; (b) contempt proceedings; (c) garnishment, levy, and debtor and third-party examinations; (d) discovery; (e) bankruptcy litigation; and (f) appeals. 

SECTION 23 - DISPUTE RESOLUTION 

Any dispute, claim or controversy arising out of or relating to this Operating Agreement shall be resolved in accordance with the dispute resolution procedures set forth below:  

23.1     Negotiation; Notice and Response.  The Parties will attempt, in good faith, to resolve through negotiation any such dispute, claim, or controversy arising from or relating to this Operating Agreement or breach of this Operating Agreement.  Either Party may initiate negotiations by providing written notice to the other Party, setting forth the subject of the dispute and the relief requested.  Within thirty (30) calendar days after receipt of said notice (or such other period as may be agreed to by the Parties), the receiving Party shall submit to the other Party a written response.  The notice and response shall include (a) the general statement of the Party’s position and (b) one or more recommended solutions to the dispute.  If the dispute is not resolved by this exchange of correspondence, then a representative of each Party, with full settlement authority, will meet at a mutually agreeable time and place (with online digital meetings being acceptable) within thirty (30) calendar days of the receipt of the response in order to exchange relevant information and attempt to resolve the dispute.  All such communications, correspondence, proposals and recommendations are confidential and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use.  

23.2     Mediation.  If the dispute is not resolved through the negotiations set forth in Section 25.1 above, the Parties agree that the dispute shall be submitted to the American Arbitration Association (“AAA”), or its successor, for mediation in accordance with the then-current AAA mediation procedures pertaining to the type of dispute at issue.  The mediation shall occur through the AAA in Secaucus, New Jersey, unless the Parties mutually agree to a different venue and/or governing body.  The Parties will cooperate with the AAA and with one another in selecting a single mediator from the AAA’s panel of neutrals and in scheduling the mediation proceedings.  The Parties agree that they will participate in the mediation in good faith, and that they will share equally in the cost of utilizing the AAA and the mediator.  All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by either of the Parties, their agents, employees, experts and attorneys, and by the mediator or any AAA employees, are confidential and inadmissible for any purpose, including impeachment, in any lawsuit or other proceeding involving the parties; provided, however, that evidence which is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable merely as a result of its use in mediation.  

23.3     Binding Arbitration.  If the dispute is not resolved through the procedures set forth above, the Parties agree that the dispute shall be submitted to the AAA, or its successor, for arbitration before a sole arbitrator in accordance with the then-current AAA arbitration procedures pertaining to the type of dispute at issue.  Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof.  If the AAA declines to arbitrate any dispute, then such dispute shall be arbitrated by another alternative dispute resolution service agreed upon by the Parties or by an alternative dispute resolution service or arbitrator selected by the appropriate court upon a Motion to Compel Arbitration.  The place of arbitration shall be Secaucus, New Jersey.  The prevailing Party in any arbitration shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and expenses, and other costs and expenses incurred in connection with the arbitration unless the arbitrator, for good cause, determines otherwise. Costs and fees of the arbitrator (including the cost of the record of transcripts of the arbitration) shall be borne by the non-prevailing Party, unless the arbitrator for good cause determines otherwise. 

The arbitrator is not authorized to (i) award punitive damages, (ii) hear or determine any pre-hearing motions, or (iii) expand the Parties’ rights to discovery beyond the rights provided by the AAA rules.  The award of the arbitrator shall be grounded in law and accompanied by a reasoned opinion.  Nothing in this Section shall be deemed as preventing either Party from seeking relief from the courts as necessary to protect either Party’s name, proprietary information, or for any other appropriate provisional, injunctive, or emergency remedy.  Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.   

The arbitration award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (the “Appellate Rules”).  The arbitration award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an underlying award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office.  Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.  The award of the appeal tribunal shall be final and binding, and judgment may be entered by a court having jurisdiction thereof. 

Any information relating to us or our affiliates provided by us in connection with the Operating Agreement that is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain Soothe & Glow Co.’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. 

SECTION 24 - DIGITAL SIGNATURES 

Digital Signatures via the Soothe & Glow Co. Site or otherwise, as well as scanned and e-mailed images or facsimile transmissions of this Operating Agreement and other agreements amongst us shall have the same force and effect as original signatures and as an electronic record executed and adopted by a party with the intent to sign the electronic record. 

SECTION 25 - CONTACT INFORMATION 

All questions or concerns pertaining to your affiliate application, the program, advertising fees, affiliate portal, etc, should be sent to us at sootheandglow@gmail.com