TIEGE HANLEY, INC

AFFILIATE PROGRAM AGREEMENT

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY PARTICIPATING IN THE TIEGE HANLEY, INC AFFILIATE PROGRAM (THE “PROGRAM”), YOU ACCEPT AND AGREE TO ABIDE BY THESE TERMS. YOU AGREE THAT THE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT ACCEPT THESE TERMS YOU CANNOT PARTICIPATE IN THE PROGRAM. WHEN USED IN THIS AGREEMENT, THE WORDS “YOU” AND “YOUR” MEAN THE PERSON THAT IS PARTICIPATING IN THE PROGRAM AND THE WORDS “WE,” “OUR,” “US” AND “TIEGE HANLEY” MEAN TIEGE HANLEY INC, THE SPONSOR OF THE PROGRAM.

1.     Your Application.

1.1.  You are required to submit an application to participate in the Program. Your submission of an application creates no contractual or other obligation on our behalf. Any such obligation will only be created by our acceptance of your application, which will be solely within our discretion. WE RESERVE THE RIGHT TO REJECT ANY APPLICATION. You will be solely responsible for the accuracy and truthfulness of the information you provide in your application. We will be entitled to rely on any and all such information.

1.2.  You will be required to create a unique password (“Password”). You may not make your Password available to others, and agree to accept sole responsibility and liability for maintaining the confidentiality of your Password, for restricting access to your Password and for all activities under your Password.

1.3.  In order to participate in the Program, you will be required to represent either that (i) you are eighteen (18) years of age or older or (ii) if you are under eighteen (18) years of age, the parent or guardian named in your registration has consented to your participation in the Program and agreed to be responsible for your participation in the Program.

1.4.  If the person signing this Agreement or the application is not the content creator, such signatory represents, warrants and agrees that (i) he/she/it has the authority to sign this Agreement and the application on behalf of the content creator and to bind the content creator, (ii) references to “you” or “your” herein will mean the signatory and the content creator and (iii) the content creator will be bound by all terms of this to the same extent as if he/she/it had signed.

1.5.  We will, and you expressly authorize us to, use the information you provide in your application to: (a) manage your participation in the Program including, without limitation, processing payments and communicating with you about the status of your referrals and payments and (b) communicate with you about other products or programs we offer or other topics we think you might find of interest.

1.6.  We will provide all notices to you by e-mail to the e-mail address you specify in your application. It will be your responsibility to notify us if your e-mail address changes. We will provide all notices to you by e-mail from [email protected].

2.     The Program

2.1.   You will, in good faith and at your own expense, market, advertise, and promote the Tiege Hanley’s products and services (“Products and Services”) on your website, blog and/or other social media platforms (e.g., Facebook, Instagram, Twitter, YouTube) specified in your application (your “Platform”). You agree to observe all directions and instructions given to you by Tiege Hanley in relation to the marketing, advertisement, and promotion of the Products and Services, including our sales, marketing, and merchandising policies as they may be communicated to you by Tiege Hanley. You will link from your Platform to our website at www.tiege.com through a prominent Tiege Hanley” link, banner or logo, using the custom URL or correct UTM parameters provided by Tiege Hanley (the “Link”).  To the extent you publish video or photo content on your Platform which refer to Tiege Hanley’s trademarks, service marks, logos, slogans, trade names, all applications, registrations, and renewals in connection therewith, and all goodwill associated therewith, Tiege Hanley’s website and social media pages, and all copyrights, trademarks, and other intellectual property and proprietary rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe (collectively, “Company Intellectual Property”), or the Products and Services (the “Content”), you may be eligible to earn certain Commission Payments and Content Usage Payments, as each term is defined in this Agreement.   

2.2.  You represent, warrant and agree that all Content (excluding Company Intellectual Property) (a) is or will be original with you and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any person, (b) is or will comply with applicable laws and regulations, including laws and regulations governing advertising and consumer protection, and (c) it is your responsibility to make appropriate disclosures, to be familiar with the Endorsement Guides, available at https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencer, and to comply with laws against deceptive ads.

2.3.  Your Content and any Platform on which you publish Content or the Link, or the Tiege Hanley banner or logo, may not: contains sexually explicit materials; promotes drug use, violence, discrimination or illegal activities; discusses religious or political subjects, infringes the copyright, trademark, trade secret or other intellectual property rights of others; violates the privacy or publicity or other personal rights of others; is fraudulent, deceptive, defamatory, obscene, threatening, harassing, abusive or hateful; or violates applicable laws, in each case as determined by Tiege Hanley, in our sole discretion.

2.4.  If you are accepted for participation in the Program, we hereby grant you a non-exclusive, non-transferable, limited worldwide license to publicly perform and display the Company Intellectual Property on your Platform solely for the purpose of marketing, advertising, and promoting our Products and Services. The Company Intellectual Property is the sole property of Tiege Hanley and is protected by trademark and copyright law. All rights reserved.

2.5.  You agree, upon our request at any time in our sole discretion, to remove Content or any portion of Content from any Platform on which you have published.

2.6.  You may not offer any discounts or coupons or make any representations with respect to our Products and Services without obtaining our prior written approval for each such discount. Coupon codes may not be shared with or posted on with any coupon or discount site without obtaining our prior written approval for each such discount. In each case, such approval will be at Tiege Hanley’s sole discretion.

2.7.  You or we may terminate your participation in the Program and this Agreement, at any time, for any reason or no reason, by e-mail notice. After termination, you will remain entitled to payment for any Commissions earned prior to such termination. If we request, you will immediately disable any and all links to our sites and web domains and discontinue any use of the Company Intellectual Property.

2.8.  Use of Pay-Per-Click (“PPC”) campaigns that send people directly to your Link are NOT allowed.  Only PPC campaigns that direct traffic to your own website or content is allowable.  Under no circumstances can you use PPC to drive traffic to any of the Company Marks or other intellectual property, for example, but not limited to: Tiege.com, Tiege, Tiege Hanley, www.Tiege.com, Uncomplicated, Uncomplicated Skin care for Men, Look and Feel Amazing, www.TiegeHanley.com, variations or misspellings of our trade name or domain keywords.   In the event to Tiege Hanley becomes aware of any unethical behavior, tactics or violations to this provision or any use restrictions set forth in this Agreement, your participation in the Program will immediately be terminated.

2.9.  To the extent you earn a Content Usage Payment, you agree to use your best efforts to keep the Content publicly available in perpetuity on your Platform to unless Platform removes video without your consent or control. In the case where a Platform removes any Content, you will be required to notify Tiege Hanley, along with proof of such removal from the applicable platform.

3.     Ownership of Content; Grant of Rights. 

3.1.  As between you and Tiege Hanley: (i) the Content and all copyrights, trademarks, and other intellectual property and proprietary rights, and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe (together, the “Content Intellectual Property Rights”) therein are and will remain your sole and exclusive property, subject to the express rights granted to Tiege Hanley in this Agreement; and (ii) the Company Intellectual Property is and will remain the sole and exclusive property of Tiege Hanley, subject to the express rights granted herein to you.

3.2.  Grant of Rights. 

3.2.1.     Subject to Section

3.2.3, you hereby grant to Tiege Hanley and our affiliates, a sole, irrevocable, fully paid-up and royalty-free right and license to use the, Content, including the Content Intellectual Property Rights, in an unpaid capacity with proper tagging and credit in connection with  (i) our resharing of the Content on your social media account using native platform functionality (including, but not limited to, resharing Instagram Stories or Reels that you posted to Tiege Hanley’s Instagram Stories, retweeting a tweet on Twitter/X, sharing a post, video or photo using Facebook’s native share function, posting a video to Tiege Hanley’s YouTube Community tab); (ii) an accepted collaboration requests via native platform functionality, including, but not limited to, collaboration requests on Instagram and Facebook; and (iii) Tiege Hanley’s using the "stitch" and "duet" functionality, or similar functionality, on TikTok, Instagram, Facebook, and/or other similar platforms, to share your content, but with our own additional video commentary, (collectively, “Unpaid Usage”).

3.2.2.     Subject to Section 3.2.3, you hereby grant to Tiege Hanley and our affiliates, a sole, irrevocable, fully paid-up and royalty-free right and license to use the , Content, including the Content Intellectual Property Rights, in exchange for the payments set forth in Section 5.3 (“Content Usage Payments”), if such Content is uploaded and used by Tiege Hanley on (i) Tiege Hanley's accounts on Instagram, TikTok, Facebook, YouTube, and/or other similar sites or (ii) Tiege.com or Tiege Hanley's listings on ecommerce marketplaces (i.e., Amazon, eBay, Walmart, etc.) or (iii) in other marketing capacities outside of those granted in “Unpaid Usage” in 3.2.1 (collectively, “Paid Usage”).

3.2.3.     For purposes of clarity and without limiting the foregoing, you agree that the foregoing licenses gives us the right, in connection with our Unpaid Usage and Paid Usage: (i) to modify, edit, combine with other materials, translate, and include in collective works the Content (“Derivative Works”); and (ii) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content, including any Derivative Works, in whole or in part, provided that any Content or Derivate Works posted in accordance with this Agreement will not be required to be removed.

3.2.4.     You hereby grant to Tiege Hanley and our affiliates, the right to use your name, image, likeness, and biographical, professional, and other identifying information (collectively, “Likeness”) the in connection with the marketing, promotion and sales of our Products and Services, Content, and any Derivative Works we make from the Content as permitted by this Agreement You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.

4.     Confidentiality. For purposes of this Agreement, “Confidential Information” means any information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning Tiege Hanley or its business and operations, specifically the payment terms under this Agreement, all instructions and guidelines provided by Tiege Hanley and anything provided by Tiege Hanley marked confidential.  You agree to maintain all Confidential Information in confidence.  Confidential Information supplied is not to be reproduced or disseminated in any form except as required to accomplish the intent of this Agreement.

5.     Payments.

5.1.  We will pay you the commission specified for the Program in which you participate, as specified in the description of the Program, per section 2 (the “Commissions”). Commissions will be a percentage of the purchase price (not including taxes or shipping) for the first Product or Service purchased by a Tiege Hanley customer referred by us through your Link, provided the purchase is within fourteen (14) days of the applicable customer accessing such Link. Commission will only be earned once the Product or Services delivered to the customer and unconditional funds have been received by Tiege Hanley. We may change the Commission at any time in our sole discretion by e-mail notice, provided that any change will only apply to Commissions earned after the effective date of the change.

5.2.  In the event of a cancellation, return or refund related to sales from which you earned or were paid a Commission, you agree to return any such amounts and acknowledge and agree that any such amounts may be subject to offset or claw-back in your next payment.

5.3.  You will earn a $50 Content Usage Payment on the first date Tiege Hanely uses your Content in connection with any Paid Usage event. For the avoidance of doubt, you will only be able to earn one Content Usage Payment per piece of Content.

5.4.  All payments will be made in United States dollars to the account specified in your application.

6.     Disclaimer and Limitations

6.1.  YOUR PARTICIPATION IN THE PROGRAM IS AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR PARTICIPATION IN THE PROGRAM.

6.2.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3.  THE TOTAL LIABILITY OF TIEGE HANLEY AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS (EACH A “RELEASED PARTY”) FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM WILL NOT EXCEED ONE DOLLAR ($1.00).

7.     Indemnity and Release

7.1.  As a material inducement to agree to your participation in the Program, you (i) release each Released Party from any and all claims, demands, damages, costs and expenses of any kind whatsoever relating in any way to the Program and (ii) indemnify, defend and hold each Released Party harmless from and against any and all demands, damages, liability, claims, actions, demands and costs incurred by such Released Party in connection with any claim arising out of any breach by you of this Agreement, including, reasonable attorneys’ fees and costs.

7.2.  If you have a dispute involving the Program with a third party, you release each Released Party from all claims, demands, damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7.3.  If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

8.     Independent Contractor. In providing services to Tiege Hanley, you will act as an independent contractor, and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship.

9.     Assignment. This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

10.  Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of Illinois without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Content in the federal or state courts in each case located in Chicago, Illinois.

11.  Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. This Agreement contains the entire agreement between you and Tiege Hanley and supersedes any oral or written statements made by or to you in connection with the Content. This Agreement may not be modified except by a written agreement that is signed by an authorized representative of Tiege Hanley.

12.  Counterparts; E-Sign. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.