This Agreement (“Agreement”) contains the complete terms and conditions that govern your participation in The Philip Stein Club (the “Program”). “Philip Stein”, “we,” “us,” or “our” means Philip Stein Holdings, Inc. and its related entities.  “Affiliate”, “you”, or “your” means the individual joining the Program and the entity, if any, on whose behalf he or she is acting.  Affiliate and Philip Stein are individually referred to as a “Party” or collectively, as the “Parties”. 

BY SINGING UP FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE THAT YOU: (A) 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 THESE TERMS AND CONDITIONS AND (B) HAVE READ AND AGREE TO THESE TERMS AND CONDITIONS.  

1. Enrollment and Participation.  You must be at least eighteen (18) years of age or at least the age of majority in your state of residence to participate in the Program. At this time, participation in the Program is limited only to persons residing in the United States.  You must enroll and participate in the program solely through the ShoutOut Platform via the URL https://www.shoutout.global/login?id=bor any link(s) subsequently provided by Philip Stein.  You must provide us with complete, accurate and up-to-date information. We are not responsible for any communications that are not received by you.  By participating in our Program, you authorize Philip Stein to provide e-mail updates and other related notices, regardless of any other email opt-out you may have previously provided to us.
2. Program Management.  The terms and conditions of this Agreement, the Network Code of Conduct attached as Exhibit A (“Code of Conduct”), the Program compensation terms attached as Exhibit B, both incorporated by reference into this Agreement (collectively referred to herein as “Agreement”), govern the affiliate marketing services to be provided by Affiliate to Philip Stein.  PHILIP STEIN MAY MODIFY ANY TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT IN OUR SOLE DISCRETION AND AT ANY TIME. Any material changes to this Agreement will be posted  at https://philipstein.com/pages/the-philip-stein-club-terms-and-conditions or sent to you to the email address then currently associated with your account.  IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION OF THE AGREEMENT WILL CONSITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
3. No Sub-License.  Participation in the Program and the terms and conditions herein may not be subcontracted, sublicensed, brokered out or "re-brokered" by Affiliate to third parties, including to other affiliates or networks. 
4. Using Links and Approved Content.  The Program requires that you post and disseminate any and all content about us only via Philip Stein approved pages within the ShoutOut platform. Philip Stein will make available via ShoutOut various advertising elements, including without limitation, graphics, images, text, information, discounts and other content ("Approved Content") about Philip Stein's products. ("Products").  The  Approved Content may contain the product and brand logos of Philip Stein and its affiliated companies, ad copy identifying the Products or offers available on Philip Stein’s websites and e-commerce platforms and approved “subject” lines for emails that you may send. Approved Content may not be changed or modified in any way without the prior written approval of Philip Stein. The Approved Content will be tagged with unique identifying links so that each transaction that brings an end user to the Philip Stein Websites, as defined in the next sentence, through the Approved Content is linked back to Affiliate ("Link(s)").  The “Philip Stein Websites” are those Philip Stein designated websites or interactive applications licensed, owned and/or operated by Philip Stein on its own behalf or on behalf of its affiliated companies. The "Network Platforms" are those social media platform or email accounts owned and/or operated by Affiliate.  Affiliate is responsible for its own Network Platforms, including development, operation and maintenance and all materials that appear on or within it. 
5. Affiliate Content.  

1. Affiliate Content.  Affiliate will produce (solely via the ShoutOut Platform) content to use in conjunction with the Approved Content (“Affiliate Content”). Affiliate understands and agrees that Philip Stein has the right to review, request edits to, and disapprove the Affiliate Content. Affiliate will comply with any edit requests we make. Philip Stein’s failure to request any edits or grant any disapproval does not relieve Affiliate of any of its obligations hereunder. If we believe in our sole discretion that Affiliate Content, at any point does not conform with the Code of Conduct or Applicable Laws, we may request edits or take-down, or we may terminate this Agreement upon written notice to you without paying any compensation from posts linked to such non-conforming Affiliate Content.  Affiliate agrees that it will abide by the Code of Conduct in Exhibit A hereto.  Affiliate expressly acknowledges that a violation of the Code of Conduct or any other term or condition may result in immediate termination of this Agreement, the forfeiting of any amounts payable by Philip Stein hereunder, and the return of any payments previously paid by Philip Stein. 
2. Required Disclosures.  Affiliate will comply with (a) all Philip Stein instructions or guidelines concerning disclosures in connection with the promotion of Philip Stein and its Products, and (b) all FTC Guides, Applicable Laws and Guidelines requiring the disclosure of influencer relationships with advertisers or brands.  In addition, Affiliate will follow FTC Guides if Influencer posts any video or social content related to but not required by this Agreement.  This paragraph is not intended to limit Affiliate’s other obligations or liability herein.  “Applicable Laws” means all applicable domestic, foreign, international, federal, state, provincial, territorial, and local laws, rules, regulations, ordinances, and regulatory and self-regulatory guidelines, including but not limited to: those governing intellectual property, privacy, consumer protection, and marketing communications; the FTC Guides; and all applicable export and re-export control laws and regulations (including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the U.S. Department of State).  “FTC Guides” means the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Disclosures 101 publication, as well as DotCom Disclosure Guides and any other relevant FTC guidance issued during the Term of this Agreement. 

6. Intellectual Property
1. Philip Stein grants Affiliate a non-exclusive, royalty-free, non-transferable, revocable right to access to use the Approved Content and Links for solely in accordance with the terms herein and for the sole purpose of performing the services contemplated herein.  Philip Stein reserves all rights in the Approved Content and all other intellectual property or other rights of any kind.  
2. Except as permitted herein, you shall not and are not authorized to: (i) use the PHILIP STEIN trademark, name or any of our other intellectual property, including without limitation, the Links, and the Approved Content (collectively, the “Philip Stein IP”) (or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) without Philip Stein’s express prior written permission; (ii) use the Philip Stein IP in a domain or website name, in any bids for keywords or google ads (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, google ads (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise; (iii) act in any way that causes or creates or could cause or create any "initial interest confusion" over the use of the Philip Stein IP on the internet or in any search engine advertising. Your use of the Philip Stein IP in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of Philip Stein’s intellectual property rights, and may subject you to claims for damages (including potential treble damages for knowing or willful infringement), and the obligation to pay Philip Stein’s legal fees and costs in connection with any action or proceeding in which Philip Stein seeks to enforce its rights with regard to any of Philip Stein’s intellectual property rights.
3. Affiliate grants to Philip Stein a non-exclusive, royalty-free, non-transferable, perpetual license to utilize your name, title, trademarks, logos and all Affiliate Content in any advertisement or other materials used to promote Philip Steins, the Goods and the Program, provided that Philip Stein’s use of such materials is not required and is at its sole discretion. 
7. Order Processing.  Philip Stein will handle all orders for Products offered for sale on the Philip Stein Websites for those end users who follow the Links to the Philip Stein Websites.  Philip Stein reserves the right to reject orders that do not comply with its requirements, which Philip Stein may periodically establish and modify from time to time.  For purposes of clarification, Philip Stein will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, cancellations, refunds and related customer service.  Philip Stein makes no representations regarding the level of service offered by Philip Stein. 
8. Qualifying Transactions. 
1. Subject to the terms and conditions of this Agreement, Philip Stein will pay to Affiliate payments (“Affiliate Payments”) based on the percentage rate set forth in Exhibit B (“Affiliate Rate”) on qualifying  transactions (“Qualifying Transaction(s)”).  At a minimum, for a transaction to qualify as a Qualifying Transaction (i) each customer must follow a Link directly from the Approved Content disseminated solely via the ShoutOut platform to the Philip Stein Websites; (ii) the customer must consummate the sale on the Philip Stein Websites from the Link; (iii) the customer must provide all information required by the Philip Stein Websites and remit payment in full (without refund or other termination or cancellation of payment; (iv) the sale must be for an end user consumer and must not be for the purposes of resale; and (v) the Approved Content must (a) conform to the terms of this Agreement (b) must not mislead the end user; (c) not be obtained by any fraudulent methods such as robots, iframes, hidden frames; (d) not be from multiple leads from the same individual, entity, IP address, mobile device; (e) not provide any incentives or deceptive practices for clicks or other actions; (f) not be used with any method that forces clicks or actions or performs, redirects or interferes with natural search results; or (g) not otherwise be in violation of this Agreement (“collectively, “Fraud”).  Philip Stein reserves the exclusive right, in its sole and absolute discretion, to determine if and when any such Fraud exists or may exist, and to reject the traffic emanating from such Fraud. Philip Stein may withhold any Affiliate Payments due hereunder in order to investigate Fraud.  All charges derived from Fraud may be billed back to Affiliate and Affiliate will promptly remit such amounts to Philip Stein if requested by Philip Stein, or at its option, Philip Stein may set-off any amounts due from Affiliate to Philip Stein against any Affiliate Payments due under this Agreement.  We may assess charges against such payments for Affiliate or Affiliate activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.  Any transaction that does not originate from a Link sent via the ShoutOut Platform and is not trackable via that Link shall not be deemed a Qualifying Transaction.
2. Philip Stein will track and report validated Qualifying Transactions in order to determine proper Affiliate Payments; however, payments will be based solely upon the reporting and tracking of Philip Stein or its designated reporting service, including without limitation ShoutOut.
3. The Affiliate Rate is subject to change at any time or from time to time, in Philip Stein’s sole and absolute discretion.  Philip Stein may correct, and will not be bound by, any typographical or clerical errors. 
9. Affiliate Payment.  Within sixty (60) days after the end of each calendar month Philip Stein will send Affiliate a credit via PayPal for the payment of Affiliate Payments that the Affiliate has earned during the applicable month less any Taxes (as defined herein), provided: (i) Affiliate has not breached any of the terms of this Agreement; (ii) the total payment for the month equals or exceeds one hundred dollars (US$100.00); (iii) Affiliate has previously provided us with a valid PayPal account; and (iv) Affiliate has provided us with Affiliate’s valid taxpayer identification number.  Except for the Affiliate Payment for Qualifying Transactions, in no event will Philip Stein be responsible for making any other payments to Affiliate in connection with this Agreement.
10. Affiliate Discounts.  Affiliates in good standing will receive discounts on their own purchases of Goods, as set forth in Exhibit B.  
11. Taxes.  Each Party will be solely responsible for all tax obligations due to all taxing authorities, including, without limitation, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder.  Affiliate understands and agrees that Philip Stein will not be responsible for withholding any Taxes from any payments due to Affiliate. Notwithstanding any provisions contained herein, Affiliate agrees to indemnify and reimburse Philip Stein from any claim whatsoever for assessment of Taxes by any United States federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with any tax obligations.  We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident or U.S. corporation, or if your business is otherwise taxable in the United States.  If we request tax information from you and you do not provide it to use, we may (in addition to any of our other rights or remedies available to us) withhold your Affiliate Payment until you provide us with the necessary information.
12. Customers and Pricing.  Customers who sign up for Products through Philip Stein will be deemed to be customers of Philip Stein.  Accordingly, all Philip Stein rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. Philip Stein may change its policies and operating procedures at any time, including without limitation the prices to be charged for Products sold. 
13. Term.  The term of this Agreement will begin upon the Effective Date and will continue for one (1) year.  The Agreement will automatically renew for successive one (1) year periods, unless terminated by you or us in accordance with the terms hereof (“Term”). 
14. Termination.  
1. Either party may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination. Termination under this subsection will not relieve either Party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
2. Philip Stein may terminate this Agreement for cause at any time without notice if Affiliate violates any of the terms and conditions herein.  Upon such termination, Philip Stein shall not be liable for any liabilities to Affiliate incurred as a result of the breach.
3. In the event of any termination, Affiliate will immediately deactivate their Links, stop using the Approved Content and promptly remove and delete or otherwise destroy from the Network Platforms all of the Approved Content, links to the Philip Stein Website, Philip Stein Marks (as defined in the Code of Conduct) and any other Philip Stein intellectual property or other materials furnished by or on behalf of us in connection with the Program.  In the event of any termination, Philip Stein shall have the sole and exclusive right to preclude Affiliate’s access to and use of the ShoutOut Platform.
15. Security; Audits. Affiliate represents and warrants that it has put in place, and will maintain, sufficient physical and electronic security measures consistent with the highest industry standards and applicable law to prevent unauthorized access to the Links, Approved Content, any personally identifiable information, Philip Stein confidential information or any other aspect of the Program.  In the event that any unauthorized access is suspected, Affiliate will immediately notify Philip Stein in writing and cooperate with Philip Stein in all requested remedial measures.  If Philip Stein has a reasonable basis to suspect that the Affiliate has violated the terms of this section, during the Term and for a period of one (1) year thereafter, Philip Stein or its representatives may, upon reasonable prior written notice, inspect and audit Affiliate's records, systems and facilities to confirm compliance with the terms and conditions of this Agreement.
16. Customer Data.  All data generated through the performance of this Agreement will belong exclusively to Philip Stein, including but not limited to sales information and customer information (“Collected Data”).  
17. Relationship of the Parties.  Philip Stein and Affiliate are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties.  Except as expressly set forth herein, Affiliate will not have authority to make or accept any offers or representations on Philip Stein’s behalf.  
18. Disclaimers.  THE PROGRAM, THE PHILIP STEIN WEBSITES, APPROVED CONTENT, THE SHOUTOUT PLATOFRM AND ANY OTHER ELEMENT OF THE PROGRAM ARE PROVIDED “AS IS”.  PHILIP STEIN MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ANY SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).  IN ADDITION, PHILIP STEIN MAKES NO REPRESENTATION THAT THE OPERATION OF THE PROGRAM, INCLUDING WITHOUT LIMITATION THE PHILIP STEIN WEBSITES AND THE SHOUTOUT PLATFORM, WILL BE UNINTERRUPTED OR ERROR-FREE, AND PHILIP STEIN WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. PHILIP STEIN DISCLAIMS ANY RESPONSIBILITY FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION, DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, NETWORK WEBSITES, ANY DATA, OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR ANY OTHER PERSON OR ENTITY THROUGH THE PROGRAM, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. ADDITIONALLY, PHILIP STEIN MAKES NO WARRANTIES, REPRESENTATIONS, PROMISES, OR GUARANTEES, AS TO THE SUCCESS OF THIS PROGRAM OR THE AMOUNTS THAT AFFILIATE WILL EARN AS PART OF THE PROGRAM.
19. Representations and Warranties.  
1. Each Party represents and warrants to the other Party that: (i) it will perform its obligations hereunder in a timely, workmanlike and professional manner and with due care; (ii) it has sufficient expertise and experience to perform its obligations hereunder; (iii) it has the full right, power and authority to enter into this Agreement, grant the rights and licenses herein and to perform the acts required of it hereunder; (iv) the execution of this Agreement and the performance of its obligations hereunder, do not and will not violate any agreement to which it is a Party or by which it is bound; (v) it will at all times be in compliance with all applicable laws, rules and regulations in connection with this Agreement; (vi) in the performance of its obligations hereunder, it will not violate the intellectual property or personal rights of any party, or (vii) violate the terms and conditions of any agreement to which it is subject.
2. Affiliate further represents and warrants that its acceptance of the terms and conditions of this agreement and participation in the Program (i) does not violate any laws, rules, representations, court orders, or third party agreements, including without limitation all Applicable Laws that prohibit deceptive and misleading advertising and marketing, email marketing Applicable Laws including the CAN-SPAM Act 15 USC Section 7701, the FTC Endorsement and Testimonial Guides, and all guides used by the FTC; (ii) all Affiliate Content is original, and Affiliate Content and the use of Affiliate Content (including derivative works) in accordance with the license(s) granted under this Agreement will not infringe or violate any third-party rights; (iii) Affiliate Content does not contain material that is inappropriate, discriminatory, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous; (iv) Affiliate will not use any Approved Content or Philip Stein content in an unauthorized manner or in a manner that infringes or violates any third-party rights or Applicable Law; (v) Affiliate’s performance and activities in connection with this Agreement (including the creation of any Affiliate Content) will not subject Philip Stein or any of its affiliates to liability for violation of any Applicable Law or third-party rights; (vi) all of Affiliate’s statements, posts, feedback, and testimonials in connection with the Products reflect Affiliate’s honest opinions, findings, beliefs and experiences, including regarding our Products; (vii) Affiliate Content does not contain information known by Affiliate to be false, inaccurate or misleading; (viii) Affiliate Content does not contain material or information for which Affiliate  has been compensated or granted any consideration by any third party; (ix) Affiliate’s referrals are unique, valid, and in compliance with Qualified Referral criteria; (x) Affiliate is at least eighteen (18) years of age or at least the age of majority in his/her state of residence. In no event will our approval of any Affiliate Content relieve Affiliate of its responsibilities under this Section.
20. Confidential Information. In connection with this Agreement, each Party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other Party (“Confidential Information”).  Confidential Information means any data or information, oral or written, that relates to a Party, or any of its business activities, including but not limited to, its technology, developments, inventions, processes, trade secrets, know how, plans, products, customers, financial information, forecasts, and projections.  Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving Party; (iii) is rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving Party's possession free of any confidentiality obligations with respect thereto; (v) can be demonstrated was independently developed by a Party without use of any Confidential Information of the other Party; or (vi) is approved for release or disclosure by the disclosing Party without restriction.  Each Party will maintain the Confidential Information of the other Party in strict confidence and will not disclose, publish or copy any part of such Confidential Information except as authorized and as necessary in connection with this Agreement.  Each Party will use the Confidential Information of the other Party solely for the purpose of performing obligations under this Agreement and only disclose the Confidential Information on a need-to-know basis, provided that, such Party will be liable for the acts of any third party including, without limitation, Affiliates who obtain the Confidential Information from such Party.  Each Party will take all necessary precautions in handling the Confidential Information of the other Party and limit disclosures on a strict need-to-know basis.  However, a Party may disclose Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such Party gives reasonable prior notice to the other Party to contest such order or requirement and reasonable cooperates in connection with such disclosures or opposing such disclosures. Each Party will promptly notify the other Party in the event any unauthorized access to Confidential Information is suspected.  Upon the termination or expiration of the Agreement, each Party will return to the other Party, or certify the destruction of, all Confidential Information of the other Party, provided that, neither Party will be obligated to purge information archived pursuant to their normal document retention procedures if the provisions of this section otherwise continue to be observed.
21. Limitations of Liability.  TO THE GREATEST EXTENT PERMITTED BY LAW, AND EXCLUDING ANY INDEMNIFICATION OBLIGATIONS HEREUNDER IN NO EVENT WILL PHILIP STEIN BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE PHILIP STEIN WEBSITES OR AFFILIATE’S USE OF THE SHOUTOUT PLATFORM OR AFFILIATE’S DISSEMINATION OF MATERIALS FROM THE SHOUTOUT PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PHILIP STEIN HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FURTHERMORE,IN NO EVENT WILL PHILIP STEIN BE LIABLE TO AFFILIATE, OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND IN EXCESS OF THE AFFILIATE PAYMENTS PAID IN THE LAST THREE (3) MONTHS PRECEDING THE CLAIM.
22. Indemnification.  Each Party agrees to indemnify and hold the other Party harmless from and against any and all claims, losses, costs, demands, damages or judgments (including legal costs and attorneys’ fees) arising out of, from, or relating to (a) any breach by the indemnifying Party of its responsibilities, representations or warranties under this Agreement or (b) any third-party claim based on content created by the other Party; provided, however, that the non-indemnifying Party shall (a) promptly notify the indemnifying Party in writing of an indemnifiable claim, (b) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at the indemnifying Party’s expense, and (c) fully cooperate with the indemnifying Party, at the indemnifying Party’s expense, in defending or settling such claim.  The indemnifying Party may not settle any such claim without obtaining the prior consent of the non-indemnifying Party, unless any such settlement provides for full exculpation of the non-indemnifying Party.  Each Party reserves the right to participate, at its own expense, in the defense of any matter otherwise subject to indemnification by the other Party.  Notwithstanding the above, neither Party shall be obligated to indemnify the non-indemnifying Party to the extent liability results from the gross negligence or knowing and willful misconduct of the non-indemnifying Party.
23. Arbitration.  Any claim arising from or relating to this Agreement shall be submitted on an individual, not class action or representative basis, to binding arbitration to be conducted in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association then in effect.  Arbitration shall be conducted in Broward County, Florida by a single arbitrator.  The decision of the arbitrator shall be binding and final and may be entered as a judgment in any state or federal court having jurisdiction thereof.  It is expressly agreed that each party will bear its own attorneys’ fees and costs related to any such arbitration.  Any Party may apply to a court of competent jurisdiction for temporary injunctive or other equitable relief in aid of arbitration.
24. Data Privacy and Protection.  Affiliate shall comply with all applicable data protections laws regarding the transmission, storage and use of personal information, including without limitation the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 and the California Consumer Privacy Act.
25. ShoutOut Terms and Conditions.  Affiliate also agrees to be bound by and not violate any applicable terms set forth by the ShoutOut Platform.  Affiliate also agrees not to interfere with any services provided by or via the ShoutOut Platform or the Philip Stein Websites.
26. Miscellaneous.  This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without regard to conflicts-of-law principles or where the parties are located at the time of dispute. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement will continue in effect and the invalid portion of any provision will be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the Parties. The failure of either Party to partially or fully exercise any rights or the waiver of either Party of any breach, will not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.  The remedies under this Agreement will be cumulative and not alternative and the election of one remedy for a breach will not preclude pursuit of other remedies unless expressly provided otherwise in this Agreement. Affiliate may not assign this Agreement to any other entity, whether by operation of law or otherwise, or subcontract any obligations herein without the prior written consent of Philip Stein.  Philip Stein may assign this Agreement and this Agreement will inure to the benefit of Philip Stein’s permitted successors and assigns.  This Agreement sets forth the entire agreement between the Parties on this subject matter contained herein and supersedes all prior negotiations, understandings and agreements between the Parties concerning this subject matter.  Except as expressly permitted herein, no amendment or modification of this Agreement shall be effective unless in writing signed by the Parties. Neither Party hereto will be deemed to be the drafter of this Agreement and, if this Agreement is construed in any court or arbitration proceeding, said court or arbitrator will not construe this Agreement or any provision hereof against either Party as the drafter hereof.  Except as otherwise expressly set forth herein, each Party will bear its own costs and expenses in connection with this Agreement.  Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

 

EXHIBIT A – Network Code of Conduct

In addition to the foregoing terms and conditions, Affiliate agrees to comply with the following Code of Conduct at all times.  Failure to comply with this Code of Conduct may result in nonpayment or termination.

1. All content disseminated by Affiliate in connection with the Program (“Philip Stein ads”) must be truthful, accurate and complete and may not be false, deceptive or misleading.
2. Only Approved Content may be used for claims that can be made with respect to the Products. 
3. Affiliate must comply with all guidelines set forth by the Federal Trade Commission, including without limitation with respect to reviews about Products, compensation received by Affiliate and the relationship between Philip Stein and Affiliate.  ALL DISCLOSURES PURSUANT TO THE FTC GUIDES SHOULD APPEAR IN THE AFFILIATE CONTENT CLEARLY AND CONSPICUOUSLY AND IN CLOSE PROXIMITY TO ANY STATEMENTS AFFILIATE MAKES ABOUT PHILIP STEIN OR ITS PRODUCTS.  Please visit this helpful guidance about the FTC Guides as defined in this Agreement:

• “Disclosures 101”

https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf 

• DotCom Disclosures: How to Make Effective Disclosures in Digital Advertising

https://www.ftc.gov/system/files/documents/plain- language/bus41-dot-com-disclosures-information-about-online-advertising.pdf

4. Affiliate shall not send any Philip Stein ad via any bulk emails or spam, expect Affilaite may send bulk emails to existing client bases who have consented to receive such emails.
5. No claims may be made regarding Philip Stein Products other than claims that have been set forth in writing by Philip Stein or found in the Approved Content.  Further, Network may not misrepresent or modify any claims that are made or provided by Philip Stein.  Network may not modify or obscure any disclosures or disclaimers placed on the Approved Content by Philip Stein.
6. Affiliate may not display any Philip Stein ad next to, or one-click away, from content that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as websites that; depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities.
7. Affiliate will not take any action that (or fail to take any action, where such failure to act) might adversely affect, bring into disrepute or public scandal, or cast or portray in a negative, derogatory, detrimental, or disparaging light any of the following: Philip Stein, its Affiliates, or any of their respective images, brands, reputations, products, or services; provided, however, that Affiliate will not be obligated to provide a positive review of the Products, and Affiliate may give its honest opinion about the Products  without violating this paragraph. Affiliate’s conduct will conform to the highest professional, moral and ethical standards
8. Approved Content may not be used in connection with any content that infringes upon the intellectual property or personal rights of any third party, including but not limited to, unauthorized photos, names, endorsements or content.
9. Do not use our competitors’ names, logos and products in any Philip Stein ads.  Do not use brand names or trademarks you do not have permission to use.
10. Approved Content or Philip Stein ads may not be used in connection with any downloadable applications, toolbars or spyware or malware of any kind.
11. Affiliate may not circumvent any tracking or security measures or attempt to automate or falsify activity through the Links.  Affiliate may not modify the Links in any way.
12. Affiliate may not imply any endorsement of Affiliate by Philip Stein or misrepresent the relationship between Affiliate and Philip Stein.
13. Affiliate must observe and comply with the terms, conditions, guidelines and policies of all third-party services they use, including but not limited to, social media and email services.
14. Affiliate may not syndicate or broker out the placement of Philip Stein ads to any third party without Philip Stein’s prior written approval.  Affiliate may not place Philip Stein ads on any third-party advertising platform, including without limitation third party coupon sites, other than as allowed through the ShoutOut Portal.
15. Affiliate shall not take any action that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
16. Affiliate shall not intentionally market any Philip Stein product to persons 13 years or age or younger.

 

 EXHIBIT B – Affiliate Commissions and Discounts

 

Once you are signed up and the system assigns you a unique promo code, share your promo code of 15% discount to your customers and receive a 10% commission on those purchases.

Level 1: Reach $1,000 Purchase Volume with all of your customers combined at any given time and receive 15% commission on your own purchases as well as your customers.

Level 2: Reach $2,000 Purchase Volume with all of your customers combined at any given time and receive 20% commission on your own purchases as well as your customers.

Downline Explanation –

Use your signup link to refer other customers to become a member of the Philip Stein Club. Below is how downline commissions work:  

• Receive 10% commission on all directly referred members and their customers (1^st tier)

AND

• Receive 5% commission on all indirectly referred members and their customers (2^nd tier)

 

If an order is canceled or returned within 60 days, the commissions will be revered for sales relating to the order. 

All products that are already on promotion and discounted on the Philip Stein website are exempt for commissions.