Mystic Health and Beauty

Overview – Affiliate Agreement (please note the submission form is at the end of this agreement.)

Dear Prospective Affiliate.

Mystic Health & Beauty’s ongoing product quality competence, as well as its business and marketing competence, in the beauty product sector is important to its corporate growth and is a source of both career and placement opportunities and financial security for its independent contractors and employees. Mystic Health & Beauty’s special competencies and goodwill in the marketplace depend to a significant degree on, to the fullest extent possible, its acquisition, development, preservation, and use of better sales information and application of this information than competitors, relating to all aspects of Mystic Health & Beauty’s business including research, development, quality engineering, production, marketing, and management.

                 To obtain such competitive information and to use it successfully, Mystic Health & Beauty spends large sums on research and product development, on talent acquisition and training, on developing successful marketing methods, on developing followers and customer relationships, on developing thought leader content, and on improved service to customers. Mystic Health & Beauty independent contractors and employees of all occupations contribute to create a pool of information to enable Mystic Health & Beauty to conduct its business successfully and to maintain and create business opportunities for Mystic Health & Beauty and career and placement opportunities for its independent contractors and employees. However, these opportunities can be maintained and expanded only as long as this information is retained proprietary within Mystic Health & Beauty. Once generally known, this information gives no advantage to Mystic Health & Beauty, its independent contractors, employees or stakeholders.

                 In effect, all Mystic Health & Beauty independent contractors and employees have a common interest and also a common responsibility in seeing that no independent contractor, employee or other person accidentally or intentionally siphons off or distributes to non-Mystic Health & Beauty people or entities any part of this valuable pool of information.

                To help protect you, all other independent contractors and employees, and Mystic Health & Beauty against such a situation, this Affiliate Agreement has been prepared so that we can have a common understanding concerning our mutual responsibilities concerning information safeguards and to our relationship as a whole. Please read this agreement carefully before signing it so that you may understand its importance.

Please be aware that after you are approved, you are required to create a payment account. If you go to your Affiliate Dashboard area, you will find the area to create your payment account. This must be done within 90 days of being approved. You cannot be paid commissions without this setting. If, after 90 days your payment account has not been setup, you may forfeit your accumulated commissions to that date. You will not be reminded.

Sincerely,  Toni Smith, Founder of Mystic Health & Beauty

Affiliate Agreement

This Affiliate Agreement (the “Agreement”) made and entered into as of signature date (“Effective Date”), by and between Mystic Health & Beauty, LLC, a Delaware limited liability company (“Mystic Health & Beauty”), and signer  (“Affiliate”), doing business as an independent contractor. Both Affiliate and Mystic Health & Beauty are a “Party” to this Agreement.

                WHEREAS, Mystic Health & Beauty is engaged in the business of providing beauty products and services;

                WHEREAS, Mystic Health & Beauty desires for Affiliate to provide “Services” (hereinafter defined) as an independent contractor to Mystic Health & Beauty and/or to business relations of Mystic Health & Beauty;

                WHEREAS, in its business, Mystic Health & Beauty has developed and uses commercially valuable technical and nontechnical information, processes and procedures, in some instances including specialized products and training materials, all of which are subject to Mystic Health & Beauty’s proprietary rights and, as such, may be treated as trade secrets, copyrights, trademarks or patents, and thus  protectable materials;

                WHEREAS, Affiliate recognizes that such protectable materials must be carefully and continuously controlled and protected from unauthorized disclosure and/or use; and,

                WHEREAS, in order for Affiliate to provide Services for Mystic Health & Beauty, and as applicable, its business relations, it is necessary and desirable that Mystic Health & Beauty disclose to Affiliate “Confidential Information” (hereinafter defined) and that Affiliate be governed by mutually agreeable restrictions with respect to that Confidential Information and other assets and activities;

                NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, and of such engagement, any commissions and wages and benefits and specialized training provided to Affiliate, Affiliate’s appearances on behalf of Mystic Health & Beauty and connections to Mystic Health & Beauty business relations, and being given access to Confidential Information, Mystic Health & Beauty and Affiliate, intending to be legally bound, agree as follows:

Article I:  Scope and Term of Agreement and Independent Contractor Relationship

1.1               Scope of Agreement. The terms and conditions of this Agreement, together with the terms and provisions of Mystic Health & Beauty’s [Affiliate Quick Start Guide], and its [Return Policy] (as each may be amended by Mystic Health & Beauty from time to time), which are hereby incorporated herein by this reference, shall govern all contractual arrangements between Mystic Health & Beauty and Affiliate unless otherwise expressly provided in a separate written agreement between the Parties. In the event of a direct conflict among the terms of this Agreement, the [Affiliate Quick Start Guide], and the [Return Policy], the terms of this Agreement control, unless the Parties provide in writing their express intent to override the conflict.

1.2               Affiliate shall furnish, at its own expense, the equipment, supplies, and other materials used to perform services in connection with this Agreement. Affiliate may employ or engage its own employees or retain agents or subcontractors (hereinafter Affiliate’s employees, agents and subcontractors will be referred to collectively as “Agents”) to assist it in connection with its activities under this Agreement, subject to advance notice to and acceptance by Mystic Health & Beauty in its sole discretion. Affiliate acknowledges that it is solely responsible for any of the activities and claims of any of its Agents, including the payment of any compensation or the reimbursement of any expenses. Affiliate shall not grant any rights or authority to any of its Agents beyond those rights and authority granted to Affiliate by Mystic Health & Beauty in this Agreement. Affiliate agrees that Mystic Health & Beauty may direct Affiliate to reassign an Agent or to cease employing/contracting with an Agent if Mystic Health & Beauty, in its sole discretion, concludes that an Agent is causing harm to the business. Affiliate shall employ Agents on its behalf in provision of services only where Agents have assumed the same obligations and restrictions of this Agreement in writing as are binding and effective upon Affiliate at the time of an Agent’s performance.

1.3               Mystic Health & Beauty shall provide Affiliate and its Agents with access to its products, training materials and other Confidential Information to the extent necessary for the sale of Products and performance of Posts (collectively, the “Services”) in connection with this Agreement. Mystic Health & Beauty may, at any time, discontinue previously offered products or change product or training prices.

1.4               Product Sales. During the term of this Agreement, Affiliate shall use its best efforts to market, advertise, promote, and solicit the sale of Mystic Health & Beauty’s products, as may be amended by Mystic Health & Beauty in its sole discretion from time to time (the “Products”) to prospective and existing customers of Mystic Health & Beauty. Affiliate and its Agents shall conduct themselves in a professional manner and shall engage in no activities which reflect adversely on Mystic Health & Beauty or the Products. If Affiliate becomes aware of any actual or potential claim against Mystic Health & Beauty by any person or entity, Affiliate shall notify the Mystic Health & Beauty immediately. Affiliate shall forward to Mystic Health & Beauty (without deduction) any amounts received from any customers, with endorsements if necessary, to provide Mystic Health & Beauty with the full benefit of such amounts.

1.5               Costs and Expenses. Affiliate shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations hereunder.

1.6               General Cooperation. To the extent not otherwise required herein, Affiliate shall provide complete cooperation to Mystic Health & Beauty in order to assist Mystic Health & Beauty in maximizing Mystic Health & Beauty’s success.

1.7               Obtain Government Approvals. Affiliate shall at its own expense remain in good standing and maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations hereunder.

1.8               Commission Rate. Subject to Section 1.9 (Commission Payment Terms), Affiliate shall earn a commission (“Commission”) for completed sales of Commission Products generated using Affiliate’s, or its Sub-Affiliates;, Referral URL subject to the terms of this Agreement, in an amount equal to the percentage of the Net Sales Price of each such sale calculated at the commission rate specified in the chart below:

Affiliate

10%

Level 1 Sub-Affiliate

10%

Level 2 Sub-Affiliate

7%

Level 3 Sub-Affiliate

5%

Level 4 Sub-Affiliate

3%

 *Affiliates are not paid commissions for recruiting but may be eligible to receive Commissions on a Sub-Affiliate’s sales.

1.9               Commission Payment Terms.

(a)               Commissions are earned by Affiliate only at such times and only to the extent that Mystic Health & Beauty receives unconditional payment from a customer. If a customer pays Mystic Health & Beauty in increments or installments, then Affiliate shall earn pro rata Commissions corresponding to the incremental or installment payments of the Net Sales Price.

(b)               Mystic Health & Beauty shall pay Affiliate on the 1st of each month the Commission earned for the immediately preceding month.

(c)               Mystic Health & Beauty sells many beauty products, only some of which are eligible to generate Commissions. “Commission Products” means those Products that are identified as such in Schedule 1, as Mystic Health & Beauty may amend in its sole discretion from time to time.

(d)               Mystic Health & Beauty may, in its sole discretion: (i) discontinue the sale of the Commission Products without advance written Notice thereof; (ii) reduce or allocate its inventory of Commission Products; and (iii) effect changes to any of the Commission Products, packaging, labeling, or parts/accessories thereto. In addition, for purposes of clarification, Affiliate shall not be entitled to any Commission or other compensation: (x) corresponding to any amount of the purchase price that is not part of the Net Sales Price; (y) to the extent that Mystic Health & Beauty takes any action that reduces the Net Sales Price payable by any customer; or (z) that contravenes any Law.

(e)               Mystic Health & Beauty reserves the right, in its sole discretion, to: (i) accept, decline to accept, or negotiate directly with the customer any modification to any purchase order for Products received from any party whether or not solicited by Affiliate; and (ii)negotiate any terms and conditions of the purchase with a customer, including modifying Product features and quantities, and the purchase price, delivery, or payment terms.

(f)                Affiliate acknowledges that Mystic Health & Beauty’s exercise of discretion may result in no Commission earned, or a reduction, or delay in the payment of Commission earned, for Affiliate under this Agreement.

1.10           Disputes. Affiliate shall notify Mystic Health & Beauty in writing of any dispute regarding any Commission payment (along with a reasonably detailed description of the dispute) within 30 days from the date of such Commission payment. Affiliate will be deemed to have accepted and agreed with all Commission payment for which Mystic Health & Beauty does not receive timely notification of disputes. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Affiliate shall continue performing its obligations under this Agreement during any such dispute.

1.11           Social Media Post Requests . During the term of this Agreement, Mystic Health & Beauty may submit proposals (individually a “Post Request” and collectively “Post Requests”) (which may be by e-mail or other electronic format) to Affiliate requesting it to publish a certain number of social media posts, videos or live streams (collectively “Posts”) on specified social media platforms. A Post Request will stipulate the specifications and instructions for the Posts to be provided by Affiliate and the proposed compensation to be paid to Affiliate by Mystic Health & Beauty for the performance of such Services. Post Requests may be reoccurring from week-to-week. Affiliate shall be deemed to have accepted a Post Request only by a statement of acceptance or through Affiliate’s issuance of an acceptance in writing or by e-mail to Mystic Health & Beauty seventy-two (72) hours  prior to the date of such Post Request. All Posts must meet the following requirements:

(a)               Affiliate’s Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides”), for which Mystic Health & Beauty provides Affiliate a link in Exhibit B. Affiliate agrees to participate in any training Mystic Health & Beauty requires in its [Affiliate Quick Start Guide], which is designed to ensure compliance with the Endorsement Guides. Affiliate must clearly and conspicuously disclose its “material connection” with Mystic Health & Beauty, making it clear that Affiliate is a paid influencer and may have received free or discounted products. Affiliate must place the disclosure in plain sight in close proximity to any audio or visual communications that Affiliate makes about Mystic Health & Beauty and its products. Affiliate may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. Mystic Health & Beauty requires this disclosure regardless of any space limitations of the platform (like Twitter), where Affiliate can use hashtags for the disclosure (like #ad or #sponsored).

(b)               Affiliate’s Posts must only make factual statements about Mystic Health & Beauty and its products, which Affiliate knows for certain are true and can be proven or verified. In the [Affiliate Quick Start Guide] or Post Requests, Mystic Health & Beauty may provide Affiliate with a list of verified factual statements that Affiliate may use in its Posts.]

(c)               Although Affiliate’s Posts should be authentic and based on Affiliate’s own opinions, beliefs, and experiences, Affiliate’s Posts should rely on the Post Requests and the [Affiliate Quick Start Guide] to accurately use Mystic Health & Beauty’s trademarks and describe its products.

(d)               Affiliate’s Posts must be original and created solely by Affiliate.

(e)               Affiliate’s Posts may not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.

(f)                Affiliate’s Posts will not include any person, or personally identifiable information about anyone, other than Affiliate, unless Affiliate receives prior written approval from Mystic Health & Beauty and the persons at issue sign a release provided by Mystic Health & Beauty.

(g)               Affiliate’s Posts will comply with the rules of the applicable social media platforms.

(h)               Affiliate’s Posts will comply with Mystic Health & Beauty’s standards of conduct, provided in Exhibit B, and any other policies it provides Affiliate.

(i)                 Affiliate’s Posts will comply with all applicable laws, rules, and regulations.

1.12           Schedule; Approval. With respect to each Post, Affiliate will:

(a)               publish and/or submit each Post on a timely basis according to the schedule set out in the Post Request; and

(b)               submit all Posts, not including live streams, to Mystic Health & Beauty for its review and approval at least three (3) days prior to the scheduled publishing date. Mystic Health & Beauty will notify Affiliate within two (2) days of receiving each Post whether Mystic Health & Beauty accepts it or requires revisions.]. 

1.13           Negative Comments. Affiliate is encouraged not to converse with anyone who places a negative message, post or comment against Affiliate, other affiliates, or Mystic Health & Beauty. Responding to such negativity often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Mystic Health & Beauty. This could therefore damage the reputation and goodwill of Mystic Health & Beauty. Affiliate should report negative messages, posts or comments by sending a screen shot or similar evidence to Mystic Health & Beauty, according to Section 6.1 below (Notice).

1.14           Monitoring Posts. Affiliate understands that Mystic Health & Beauty will be monitoring Affiliate’s Posts for compliance with this Agreement. Mystic Health & Beauty has the right to address noncompliant Posts by any taking any of the following actions alone or in combination:

(a)               Requiring Affiliate to fix the Post.

(b)               Fixing the Post itself or through one of its agencies.

(c)               Withholding payment for that Post.

(d)               Terminating this Agreement under Section 5.1.

1.15           Payment for Posts. Unless otherwise provided in a Post Request, compensation for any Services provided by Affiliate or any of its Agents in connection with any Post Request that complies with the terms of this Agreement will be on an hourly or fixed fee basis in accordance with the Mystic Health & Beauty [Compensation Policy] and, as amended from time to time. Affiliate will provide Mystic Health & Beauty with an invoice detailing the Services provided and hours worked on the Post by Affiliate and/or its Agents to Mystic Health & Beauty on a monthly basis in accordance with the Mystic Health & Beauty Compensation Policy. Mystic Health & Beauty will pay Affiliate’s invoices on the first (1st) and fifteenth (15th) of every month through direct deposit. Affiliate shall keep appropriate records of the time it and any Agents spent performing Services in connection with any Post Request and shall provide such records to Mystic Health & Beauty at any time upon Mystic Health & Beauty’s request.

1.16           Term of Agreement. This Agreement shall be in effect from the Effective Date, and, subject to earlier termination as provided in this Agreement, will continue for an initial period of nine (9) months and automatically renew for additional terms of one (1) year each, or until either Party terminates or is terminated in accordance with Article 5 below.

1.17           Independent Contractor.

(a)               Affiliate acknowledges that the relationship of Affiliate to Mystic Health & Beauty shall be at all times that of an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Affiliate or any of its Agents and Mystic Health & Beauty for any purpose. Affiliate and its Agents do not have any authority, and shall not hold themselves out as having any authority, to bind Mystic Health & Beauty, and Affiliate shall not enter into any agreement or make any representation on Mystic Health & Beauty’s behalf without Mystic Health & Beauty’s prior written consent.

(b)               Mystic Health & Beauty will not provide, and Affiliate acknowledges that it will not be eligible to receive, any fringe benefits, including, but not limited to, health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Affiliate or its Agents. Affiliate acknowledges that it will receive an IRS Form 1099-MISC from Mystic Health & Beauty, and that Mystic Health & Beauty shall not withhold on behalf of Affiliate or its Agents any sums for income tax, employment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to amounts paid to Affiliate, all of which shall be the sole responsibility of Affiliate.

(c)               Affiliate acknowledges that it is solely responsible for complying with all applicable federal, state and local laws and regulations relating to business with Mystic Health & Beauty, including but not limited to licensing requirements and consumer protection laws.

(d)               Affiliate will, in addition to those stipulations set forth in Section 1.18 below, indemnify and hold Mystic Health & Beauty harmless from and against any and all loss or liability related to or arising from any income tax, employment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to amounts paid to Affiliate, if any. In the event the Internal Revenue Service, or any other governmental body, questions or challenges the independent contractor status of Affiliate, the parties mutually agree that both Affiliate and Mystic Health & Beauty shall have a right to participate in any discussion or negotiation occurring with the Internal Revenue Service, or other governmental body irrespective of by whom such discussions or negotiations are initiated. Affiliate shall provide its social security number or tax identification number to Mystic Health & Beauty for tax reporting purposes. Any Agent employed or retained by Affiliate in connection with the performance of any Services shall be Affiliate’s employees or contractors and Affiliate shall be fully responsible for them and indemnify Mystic Health & Beauty against any claims made by or on behalf of any such Agent.

(e)               Affiliate’s Agents, if any, who perform a Post Request or who provide any Services under this Agreement also shall be bound by and shall perform and comply with the obligations of Affiliate under this Agreement. Affiliate is liable to Mystic Health & Beauty for any Agent’s failure to comply with any of the provisions of this Agreement. Prior to permitting any of its Agents to perform any Services in connection with a Post Request or under this Agreement, Affiliate shall cause its Agents to execute and deliver to Mystic Health & Beauty an acknowledgment to be bound by the terms herein. Affiliate agrees to comply with all federal and state laws governing Affiliate’s relationship with its Agents, to include wage and hour laws, overtime laws, laws related to employment classifications, and employment discrimination.

1.18           Warranties and Representations. Affiliate hereby warrants and represents that:

(a)               Affiliate’s Skills. Affiliate shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and will do no act that would impair the name, reputation or goodwill of Mystic Health & Beauty.

(b)               Affiliate’s Posts. Affiliate’s Posts are Affiliate’s sole and original creation; have not been, and prior to Mystic Health & Beauty’s publication or endorsement of them will not be, published or otherwise made publicly available, in whole or in part; are not libelous or otherwise defamatory; and do not, and Mystic Health & Beauty’s use or 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.

(c)                Affiliate’s Statements. Affiliate shall make no deceptive, unsubstantiated or inaccurate statements, claims or representations, including but not limited to earnings ability or product-related claims.

(d)               Sales.     Affiliate shall not offer for resale Mystic Health & Beauty’s products unless first expressly authorized by Mystic Health & Beauty in writing. Affiliate understands that, except as otherwise provided in Mystic Health & Beauty’s written policies, the assigned Mystic Health & Beauty social media pages and permissions, listing Mystic Health & Beauty as an administrator of such pages, and is the only way Affiliate can promote Mystic Health & Beauty’s products online. Affiliate will not send unsolicited e-mails, direct messages, or mail (i.e., “spam”) to promote Mystic Health & Beauty’s products or the business opportunity.

(e)               Intellectual Property.   Affiliate shall not utilize Mystic Health & Beauty’s trademarks or copyright protected material in the promotion and sale of Mystic Health & Beauty’s products or the business opportunity online other than as permitted by Mystic Health & Beauty’s written policies. Unless first expressly authorized by Mystic Health & Beauty in writing, Affiliate will not use or register, and does not currently own, any domain names, social media pages or groups, social media pages or group names, keywords, hashtags or metatags that include, in whole or in part, any of Mystic Health & Beauty’s registered or unregistered trademarks including, without limitation, the name “Mystic Health & Beauty” or “Mystic Beauty Boutique”, and Affiliate hereby consents to transfer to Mystic Health & Beauty any such resources and grant Mystic Health & Beauty administrative access to such resources.

(f)                Work Product. Any and all work product of Affiliate or any of its Agents associated with their respective performance of a Post Request will not infringe any patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights of any third parties, and Affiliate has no reason to believe that any such infringement or claims thereof could be made by third parties.

(g)               Binding Agreement. Affiliate has the right and authority to enter into this Agreement to grant the rights granted herein, and to perform fully all of its obligations in this Agreement without any violation of any other contractual relationship between Affiliate and any third party. Further, Affiliate represents and warrants that Affiliate is under no existing, or prior terminated but at least partially effective non-disclosure or non-compete agreement that would interfere with Affiliate’s abilities to perform the role for which Affiliate is offered engagement.

(h)               Compliance with Laws. Affiliate shall perform the Services in compliance with all applicable federal, state, and local laws and regulations.

1.19           Indemnification.

(a)               Affiliate agrees to indemnify, defend and hold Mystic Health & Beauty harmless from any and all claims, actions, damages, liabilities, costs, judgments, penalties, fines, interest, and expenses of whatever kind, including reasonable attorneys’ fees and expenses (including claims of third parties) which may be asserted against Mystic Health & Beauty and its officers, directors, employees, and Agents arising out of or related to:

(i)                 those arising out of or related to bodily injury, death of any person or animal, or damage to real or tangible, personal property resulting from the acts, omissions or misrepresentations of Affiliate or any of its Agents;

(ii)               any negligence or misconduct of Affiliate or its Agents in the performance of any Services or in connection with any Post Request;

(iii)             those arising out of or related to any breach of any representation or warranty, or obligation under this Agreement by Affiliate or Agent;

(iv)             those arising out of or in connection with the actual or asserted failure of Affiliate or Affiliate’s Agents to comply with any laws, rules, regulations, and orders promulgated thereunder of any governmental authority, including but not limited to any claim(s) by Affiliate’s Agents arising out of the Affiliate/Agent relationship, to include but not limited to claims for unpaid wages or other compensation, claims of breach of contract, claims of wrongful termination, and employment discrimination;

(v)               those arising out of or related to limiting or altering Affiliate’s engagement with Mystic Health & Beauty, or any action seeking to enjoin, or to claim damages against Mystic Health & Beauty related to any prior non-disclosure or non-compete agreement; and,

(vi)             any other claim that, if true, would represent a breach by Affiliate or its Agent of any of their respective obligations under this Agreement. The indemnification rights provided under this Section 1.19 are in addition to all other rights or remedies that Mystic Health & Beauty may have at law, in equity or otherwise.

(b)               Mystic Health & Beauty may satisfy any indemnification obligation owed by Affiliate, in whole or in part, by way of deduction or offset from any payment due to Affiliate.

                (c)          The requirements and obligations of this Section 1.19 shall survive the termination of this Agreement.

1.20           Background/Credit Check. Affiliate authorizes Mystic Health & Beauty to investigate its and its Agents’ background, credit and qualifications. Affiliate understands that Mystic Health & Beauty may utilize an outside firm or firms to assist it in checking such information, and Affiliate agrees to execute all documentation required under applicable federal and state laws, that specifically permits such investigation by information services and outside entities of Mystic Health & Beauty’s choice.

1.21           Publicity. Affiliate hereby grants to Mystic Health & Beauty and its affiliates, and each of its respective direct and indirect successors, licensees, and assigns, the right to use Affiliate’s, and its Agents’, name, image, likeness, performance statistics, testimony statements and biographical, professional, and other identifying information (including information Affiliate provides to Mystic Health & Beauty and any other information about Affiliate that is publicly available) (collectively, “Likeness”) without payment, for an unlimited number of times in perpetuity in connection with Mystic Health & Beauty, the Posts, and any derivative works Mystic Health & Beauty makes from the Posts, including to advertise and promote the same or any product that features or includes the Posts or a derivative work of a Post, in whole or in part. Affiliate waives the right to inspect or approve any use of Affiliate’s Likeness as contemplated in this Agreement.

1.22           Non-Disparagement. Affiliate and its Agents will never, either during Affiliate’s engagement with Mystic Health & Beauty or thereafter, make, publish, or communicate to any person or entity or in any public forum, including on social media or employer recruiting site, any defamatory, or maliciously false, or disparaging remarks, comments, or statements concerning Mystic Health & Beauty or its businesses, or any of its employees, officers, or directors and its existing and prospective customers, suppliers, investors, and other associated third parties.

Article II:  Ownership of Work Product and Intellectual Property

2.1               General Ownership; Grant of Rights.

(a)               Affiliate acknowledges and agrees that Affiliate shall not acquire any ownership interest in any Intellectual Property owned by or licensed to Mystic Health & Beauty under this Agreement. Affiliate shall use Mystic Health & Beauty’s Intellectual Property solely for the purposes of performing its obligations under this Agreement.

(b)               Mystic Health & Beauty hereby grants Affiliate a non-exclusive, non-transferable, and non-sublicensable license to use Mystic Health & Beauty’s trademarks in the Territory during the term of this Agreement solely in connection with the marketing, promotion, advertising, and sale of the Products.

2.2               Post Ownership; Grant of Rights.

(a)               Mystic Health & Beauty is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights therein. Mystic Health & Beauty will own each Post as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Post does not qualify as, or otherwise fails to be, work made for hire, Affiliate hereby (i) assigns, transfers, and otherwise conveys to Mystic Health & Beauty, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights in them; and (ii) irrevocably waives any and all claims Affiliate may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to the Posts.

(b)               Mystic Health & Beauty hereby grants Affiliate a limited license to use the Posts solely for the goals of Mystic Health & Beauty and its affiliates defined within this Agreement, to be determined by the sole discretion of Mystic Health & Beauty.

2.3               Assignment; Future Support. If Affiliate makes an Invention, originates a Work of Authorship, or creates Intellectual Property and/or Confidential Information that is created, prepared, produced, authored, edited, modified, conceived, or reduced to practice by or on behalf of Affiliate solely or jointly with Mystic Health & Beauty (a) in the course of performing the Services or other work performed by or on behalf of  Affiliate in connection with the Services or this Agreement or (b) at any time during the Term based on, derived from, or otherwise using the Mystic Health & Beauty’s Confidential Information or company materials, it shall, without further payment, immediately become the property of Mystic Health & Beauty, and Affiliate hereby does assign all future rights in such Invention, Work of Authorship, or created Intellectual Property and/or Confidential Information; and, further, Affiliate will:

(a)               Communicate to Mystic Health & Beauty promptly and fully all Inventions made, all Works of Authorship originated and Intellectual Property and/or Confidential Information created;

(b)               Execute patent applications, copyright applications, trademark applications, assignments, and other documents relating to each Invention and Work of Authorship necessary or proper to vest ownership in Mystic Health & Beauty and to obtain, maintain and enforce Letters Patent and Certificates of Copyright Registration and Trademark Registration, as defined by federal registries and their international counterparts, and other proprietary rights to the Inventions and Works of Authorship throughout the universe;

(c)               Give affidavits and testimony as to facts within Affiliate’s knowledge in connection with any such Inventions and Works of Authorship in any administrative proceedings, arbitration, litigation or controversy relating thereto; and,

(d)               Assist Mystic Health & Beauty in any litigation related to any Intellectual Property that Affiliate and/or its Agent invents or co-invents in connection with a Post Request or under this Agreement even if such assistance is needed subsequent to Affiliate’s completion of a Post Request with Mystic Health & Beauty. Mystic Health & Beauty will pay reasonable compensation for Affiliate’s time at a rate to be agreed upon at that time; provided, however, that the rate will not be an amount that is greater than the rate most recently paid to Affiliate by Mystic Health & Beauty for the relevant Post Request.

Article III:  Non-Solicitation and Noncompetition Covenants

3.1               Non-Solicitation of Affiliates . During Affiliate’s engagement with Mystic Health & Beauty and, in the event of termination, for six months, to run consecutively, beginning on the last day of Affiliate’s engagement with Mystic Health & Beauty, Affiliate agrees and covenants not to disrupt or interfere with the business of Mystic Health & Beauty by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees or affiliates of Mystic Health & Beauty of whom Affiliate became aware by working for Mystic Health & Beauty, or otherwise inducing the termination of engagement of any employee or affiliate of Mystic Health & Beauty of whom Affiliate became aware by working for Mystic Health & Beauty. Affiliate also agrees and covenants not to use any of Mystic Health & Beauty’s trade secrets and Confidential Information to directly or indirectly solicit the employees or affiliates of Mystic Health & Beauty.

3.2               Non-Solicitation of Customers Using Mystic Health & Beauty’s Trade Secrets. Affiliate understands and acknowledges that because of Affiliate’s experience with and relationship to Mystic Health & Beauty, Affiliate has had access to and learned about much or all of Mystic Health & Beauty’s trade secrets and confidential or proprietary information, including Customer Information . Customer Information includes, but is not limited to, names, phone numbers, addresses, email addresses, order history, order preferences, pricing information, and other information identifying facts and circumstances specific to the customer and relevant to sales. During Affiliate’s engagement with Mystic Health & Beauty and, in the event of termination, for six months, to run consecutively, beginning on the last day of Affiliate’s engagement with Mystic Health & Beauty, Affiliate agrees and covenants not to use any of Mystic Health & Beauty’s trade secrets or confidential or proprietary information to directly or indirectly solicit the customers of Mystic Health & Beauty, or to interrupt, disturb, or interfere with the relationships of Mystic Health & Beauty with its customers.

3.3               Other Business Activities. Affiliate may be engaged or employed in any other business, trade, profession, or other activity while providing Services to Mystic Health & Beauty, in which case Affiliate agree to abide by the terms of Section 4 (Confidential Information) and Section 1.18 (Warranties and Representations).

3.4               Equitable Relief. The parties hereby acknowledge that violations of this Article III by Affiliate could cause irreparable harm and significant injury to Mystic Health & Beauty that may be difficult to ascertain. Accordingly, the parties agree that Mystic Health & Beauty will have the right to seek and to obtain immediate injunctive relief, without posting a bond, to enforce the provisions of this Article III, in addition to any other rights and remedies it may have.

Article IV:  Confidential Information

4.1               Nondisclosure and Non-use of Confidential Information. Except as required by Affiliate’s duties to Mystic Health & Beauty, Affiliate will never, either during Affiliate’s engagement with Mystic Health & Beauty or thereafter, use, divulge, disclose, communicate, publish, or disseminate in any manner any Confidential Information, and shall use Affiliate’s best efforts to prevent inadvertent disclosure of Confidential Information to any third party. Upon termination of Affiliate’s engagement with Mystic Health & Beauty, all things and documents containing Confidential Information including copies thereof in Affiliate’s possession, whether made by Affiliate or others, will be left with Mystic Health & Beauty. This provision shall continue to bind Affiliate during Affiliate’s engagement with Mystic Health & Beauty and after termination thereof only so long as such information remains Confidential Information, but not less than a period of one (1) year under any instance. Furthermore, Affiliate agrees that it will not at any time or in any manner, either directly or indirectly, use any Confidential Information for its own or any third party’s benefit without prior written approval of an authorized representative of Mystic Health & Beauty, as applicable in each case. A violation of this Article IV is a material violation of this Agreement.

Notwithstanding the above obligations, Affiliate understands that Affiliate will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Affiliate files a lawsuit for retaliation for reporting a suspected violation of law, Affiliate may disclose a trade secret to Affiliate’s attorney and use the trade secret information in the court proceeding, so long as Affiliate files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

4.2               Restricted Use of Confidential Information. Affiliate shall not use Confidential Information or circulate or disclose it within its own organization except to the extent necessary for:

(a)               Affiliate to provide Services pursuant to this Agreement;

(b)               negotiations and consultations with authorized representatives of Mystic Health & Beauty; or

(c)               any purpose Mystic Health & Beauty may hereafter authorize in writing.

4.3               Ownership of Confidential Information. All Confidential Information, and any derivatives thereof, whether created by Mystic Health & Beauty or Affiliate, remains the property of Mystic Health & Beauty, as applicable, and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, the term “Derivatives” shall mean and shall include, but is not limited to,: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adopted; (ii) for patentable or patented material, any improvement thereon; (iii) for trademarkable or trademarked material, any alteration or new mark derived from such existing trademarks; and (iv) for material which is protected by trade secret, any new material derived from such existing trade secret material.

4.4               Equitable Relief. Affiliate hereby acknowledges that unauthorized disclosure or use or threatened unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Mystic Health & Beauty that may be difficult to ascertain. Accordingly, Affiliate agrees that Mystic Health & Beauty will have the right to seek and to obtain immediate injunctive relief, without posting a bond, and to enforce Affiliate’s obligations under this Article IV in addition to any other rights and remedies it may have.

Article V:  Termination; Return of Documents

5.1               Termination for Cause. Mystic Health & Beauty may immediately terminate this Agreement at any time prior to the expiration of its stated term upon the occurrence of any of the following events, each of which is expressly declared to be “Cause” for termination of this Agreement:

(a)               the engaging by Affiliate or any of its Agents in misconduct injurious to Mystic Health & Beauty;

(b)               acts of dishonesty or fraud by Affiliate or any of its Agents;

(c)               violation by Affiliate or any of its Agents of any covenant, agreement or restriction contained herein or in any Post Request;

(d)               commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; 

(e)               inadequate performance by Affiliate or any of its Agents of any Services provided by Affiliate or any of its Agents, at the sole discretion of Mystic Health & Beauty;

(f)                failure to adhere to the schedule identified in any Post Request or being late or absent to scheduled meetings or scheduled postings;

(g)               commit any act or become involved in any situation or occurrence which brings Affiliate into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Mystic Health & Beauty or reduces the commercial value of its association with Affiliate;

(h)               information becomes public about Affiliate having, in the past, so conducted itself as in (e) or (f);

(i)                 Affiliate seeks protection under any bankruptcy law, or an assignment for the benefit of creditors is made by Affiliate, or a trustee or receiver is appointed for Affiliate or for all or a portion of Affiliate’s property; or

(j)                 Affiliate, if a business entity, at any time ceases to operate its business, sells substantially all of its assets, or any change in control of Affiliate occurs without the prior written consent of Mystic Health & Beauty to the transfer of this Agreement.

Any termination by Mystic Health & Beauty pursuant to this Section 5.1 shall be communicated by written Notice of termination to Affiliate.

5.2               Termination Without Cause. Mystic Health & Beauty or Affiliate may terminate this Agreement without Cause, as defined above, by providing at least 30 days’  written Notice of intent to terminate.

5.3               Upon termination or expiration of this Agreement for any reason whatsoever, the following shall take effect:

(a)               All rights granted to Affiliate by Mystic Health & Beauty under or pursuant to this Agreement shall immediately cease and Affiliate and its Agents shall immediately discontinue work in connection with any Services or Post Requests.

(b)               Mystic Health & Beauty shall not be liable or responsible to Affiliate or any of its Agents for any additional Services provided by Affiliate or its Agents.

(c)               Within fifteen (15) business days, Affiliate shall deliver to Mystic Health & Beauty all Confidential Information, Intellectual Property, and all other work product, records and materials, including, without limitation: demonstration systems and models, documents, drawings, sketches, designs, flow-charts, animation, audio or video recordings, and resulting computer files, database files, database templates, notes, notebooks, data, memorandum, and equipment of any nature that are in Affiliate’s possession or under Affiliate’s control (i.e., in Agent’s possession or control) and that are Mystic Health & Beauty’s property, or that relate to Mystic Health & Beauty’s business, any Post Request, or any Services provided by Affiliate or its Agents or under this Agreement.

(d)               Social media pages, groups and permissions created or used for Mystic Health & Beauty’s business purposes shall be assigned to Mystic Health & Beauty, and Mystic Health & Beauty shall be given administrative control, within three (3) business days.

(e)               Termination or expiration of this Agreement for any reason will not release Affiliate from any liabilities or obligations set forth in this Agreement which (i) Affiliate has expressly agreed in writing that will survive any such termination or (ii) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination.

Article VI:  Miscellaneous

6.1               Notices. Except as otherwise expressly provided herein; for the purposes of this Agreement, notices, consent, approvals, and all other communications provided for in the Agreement (collectively, “Notices”) shall be in writing and shall be deemed to have been duly given if delivered personally, mailed via registered or certified mail, postage prepaid, return receipt requested, in writing by electronic mail, or by a nationally recognized carrier with delivery tracking capabilities, such as UPS or FEDEX, and addressed to the party, as applicable, at the addresses listed below, or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt:

If to Mystic Health & Beauty:

Mystic Health & Beauty, LLC

11284 Greenbriar Way

Auburn, CA 95602         
E-mail: mysticbeauty1229@gmail.com

If to Affiliate:

Affiliate Name:

Mailing Address:

E-mail: _____________________________

6.2               Severability. If any paragraph, sentence, or any portion of a paragraph or sentence of this Agreement be judicially held to be invalid, unenforceable, or void, such holding shall not have the effect of invalidating or voiding the remainder of the sentence, paragraph or Agreement. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

6.3               Scope and Modification. If the duration of, the scope of, or any business activity covered by any provision of this Agreement is in excess of what a California court of competent jurisdiction under this Agreement determines to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that such court determines to be valid and enforceable, and Affiliate consents to the judicial modification of the scope and duration of the restrictions in this Agreement so as to make them valid, reasonable and enforceable.

6.4               Waiver of Contractual Right. Affiliate understands that should Mystic Health & Beauty waive any violation or breach of Affiliate’s obligations to it, it shall not be considered a waiver of any succeeding breach or of the obligation so breached.

6.5               Attorneys’ Fees and Set Off Rights. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties are entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. In addition, in the event of any breach of this Agreement by Affiliate or termination of this Agreement for any reason whatsoever, Mystic Health & Beauty, in addition to all other remedies, reserves the right to set off any counter-claims that it may have against Affiliate against any amounts due or payments to be made to Affiliate, in its sole discretion.

6.6               Governing Law and Venue. Affiliate understands that Mystic Health & Beauty conducts various business activities throughout the country and the world, and as a Mystic Health & Beauty independent contractor, Affiliate may be located and/or may support Mystic Health & Beauty activities outside the state of California. Therefore, regardless of where Affiliate may be employed or acting on behalf of Mystic Health & Beauty, this Agreement will be interpreted and construed in accordance with the laws of the State of California, which is the State where: Mystic Health & Beauty is headquartered as of the date that Affiliate signed this Agreement and, Mystic Health & Beauty executive functions are held and administered. Affiliate further agrees that this Agreement and any dispute arising out of or related to this Agreement shall be interpreted and adjudicated by the Federal and/or State courts of Placer County, California, and Affiliate hereby grants to such courts of Placer County exclusive jurisdiction over Affiliate’s person and potential or asserted claims or defenses in dispute. Affiliate also agrees that upon breach or threatened breach of this Agreement, Affiliate may be subjected to immediate injunctive action without the need for presentation or posting of bond.

6.7               Waiver of Jury Trial. THE PARTIES WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. MYSTIC HEALTH & BEAUTY AND AFFILIATE EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

6.8               Amendment; Modification; Waiver. This Agreement may not be amended except by the written agreement of the parties hereto. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Affiliate and Mystic Health & Beauty. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

6.9               Binding Agreement; Assignment. Affiliate shall not assign or otherwise transfer any rights, or delegate or subcontract any obligations or performance, under this Agreement without Mystic Health & Beauty’s prior written consent. Any assignment, delegation or transfer in violation of the foregoing shall be deemed null and void. Mystic Health & Beauty may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement at any time. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns.

6.10           Entire Contract. This Agreement, including any exhibits and documents incorporated herein by reference, constitutes the entire agreement between the parties and supersedes all other prior agreements, contracts and understandings, both written and oral, express or implied with respect to the subject matter of this Agreement.

6.11           Independent Counsel. Each party has the right and has had ample opportunity to seek the advice and counsel of their own attorney in connection with the negotiation and preparation of this Agreement. If either party should decide not to consult an attorney, the decision not to seek the advice and counsel of an attorney is a decision voluntarily made by such party and shall not affect the binding nature of this Agreement.

6.12           No Strict Construction. The parties agree that the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against either party.

6.13           Counterparts. This Agreement may be executed in two or more counterparts, and by separate signature pages, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. In the event that any signature to this Agreement or any amendment hereto is delivered by e-mail delivery or by other electronic transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page or other electronic signature were an original thereof.

6.14           Survival. The rights, duties, obligations, and liabilities of the parties under this Agreement which by their sense and purpose are intended to survive the termination of this Agreement shall not be discharged upon, but shall survive, the termination of this Agreement.

Article VII:  Definitions

7.1               Definitions. As used in this Agreement, the following terms have the meanings set forth below:

Affiliate” has the meaning set forth in the Preamble.

Agent(s)” has the meaning set forth in Section 1.2.

Agreement” has the meaning set forth in the Preamble.

Cause” has the meaning set forth in Section 5.1 (Termination for Cause).

Commission” has the meaning set forth in Section 1.8.

            “Commission Products” means those Products that are identified as such in Schedule 1, as Mystic Health & Beauty may amend in its sole discretion from time to time.

Confidential Information” means information possessed by Affiliate about Mystic Health & Beauty and its business activities not generally known which is used or is useful in the conduct of Mystic Health & Beauty’s business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes, without limitation the existence and terms of this Agreement,  trade secrets, know-how, technology and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, information about existing, new or envisioned Mystic Health & Beauty products and processes and their development and performance, or operations of Mystic Health & Beauty, its affiliates, or their suppliers or customers. Confidential Information also includes information received by Mystic Health & Beauty from others which Mystic Health & Beauty has an obligation to treat as confidential. All information which becomes known to the Affiliate as a result of the Affiliate’s engagement with Mystic Health & Beauty, which the Affiliate reasonably believes is Confidential Information or which Mystic Health & Beauty takes measures to protect, shall be regarded as Confidential Information. If any of the prior definition of Confidential Information is considered overly broad under California law, Affiliate agrees to nevertheless be bound and held accountable to the broadest possible restrictive definition by California courts.

Derivatives” has the meaning set forth in Section 4.3 (Ownership of Confidential Information).

Effective Date” has the meaning set forth in the Preamble.

Endorsement Guides” means the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials, for which Mystic Health & Beauty provides Affiliate a link in Exhibit B.

FTC” means the Federal Trade Commission.  

Intellectual Property” means all business and trade names, registered and unregistered trademarks, service marks, logos, trademark and service mark applications, patents, patent applications, registered and unregistered copyrights in both published works and unpublished works, mask work rights, software (including firmware and other software embedded in hardware devices), software code (including source code and executable or object code), subroutines, interfaces, APIs, algorithms, know-how, trade secrets, confidential or proprietary information, customer lists, technical information, data, process technology, plans, drawings, Inventions, discoveries, Internet websites and Internet domain names rights, social media pages or groups and social media pages or groups name rights, and other intellectual property rights recognized by the laws of any country arising from or related to the Services performed pursuant to a Post Request. If any of the prior definition of Intellectual Property is considered overly broad under California law, Affiliate agrees to nevertheless be bound and held accountable to the broadest possible restrictive definition by California courts.

Invention(s)” means any discovery, improvement or idea (whether or not described in writing or reduced to practice, and whether patentable or not) made solely by Affiliate or jointly with others, while an independent contractor or employee of Mystic Health & Beauty or during a period of one (1) year thereafter: (1) relating to any of Mystic Health & Beauty’s products, processes, manufacturing, engineering, research, equipment, applications or other activities or investigations; or (2) relating to ideas, work or investigations conceived or carried on by Affiliate in connection with or because of Affiliate’s engagement with Mystic Health & Beauty. If any of the prior definition of Invention is considered overly broad under California law, Affiliate agrees to nevertheless be bound and held accountable to the broadest possible restrictive definition by California courts.

Level(s)” mean the proximity of relationship from the Sub-Affiliate to the Affiliate. A person must fall within Levels 1 – 4 in order to be considered a Sub-Affiliate capable of generating Commissions for an Affiliate. Level 1 Sub-Affiliates are those persons Affiliate has directly recruited; Level 2 Sub-Affiliates are those persons an Affiliate’s Level 1 Sub-Affiliates have directly recruited; Level 3 Sub-Affiliates are those persons an Affiliate’s Level 2 Sub-Affiliates have directly recruited; and Level 4 Sub-Affiliates are those persons an Affiliate’s Level 3 Sub-Affiliates have directly recruited.

Likeness” has the meaning set forth in Section 1.21 (Publicity).

Mystic Health & Beauty” means Mystic Health & Beauty, LLC and all divisions, subsidiaries, and affiliates owned or controlled by Mystic Health & Beauty, LLC anywhere in the world.

Net Sales Price” means the net sales price (exclusive of sales tax and after applying any discounts, credits, rebates, or adjustments) of the Products, as reflected on the invoice applicable to such sale, exclusive of any other amounts (if any) set forth on such invoice. For purposes of clarification, Net Sales Price does not include: (a) the value of any items that may be furnished by Mystic Health & Beauty to a customer without cost to the customer (for example, samples, prototypes, or free products furnished as part of any advertising or promotions program); and (b) any reimbursement that may be received by Mystic Health & Beauty under the contract for taxes, customs, duties, and the like, as well as the cost of packing, crating, transportation, and insurance during such transportation if separately charged to the customer (including any small order handling charge requiring Mystic Health & Beauty to ship Products in less than its standard box-lot quantities).

Notice(s)” has the meaning set forth in Section 6.1 (Notices).

Party” has the meaning set forth in the Preamble.

Post(s)” has the meaning set forth in Section 1.11 (Social Media Post Requests).

Post Request(s)” has the meaning set forth in Section 1.11 (Social Media Post Requests).

Products” has the meaning set forth in Section 1.4 (Product Sales).

Services” has the meaning set forth in Section 1.3.

Sub-Affiliate” means any person engaged by Mystic Health & Beauty as an affiliate and falls within an eligible recruitment relationship Level to Affiliate. Each Sub-Affiliate may only indicate one Affiliate as its’ recruiter; for clarity, if a Sub-Affiliate is recruited by two or more affiliates, only a single affiliate, indicated at the time of engagement, will be eligible for Commissions generated by that Sub-Affiliate. Mystic Health & Beauty retains the right to deny or withhold engagement from any person interested in joining its affiliate program.

Work(s) of Authorship” means any literary, pictorial, sculptural, graphic, audio or visual work, whether published or unpublished, and whether copyrightable or not, in whatever form and in whatever media, originated solely by Affiliate or jointly with others while an independent contractor or employee of Mystic Health & Beauty or during a period of one year thereafter: (1) relating to any of Mystic Health & Beauty’s products, processes, manufacturing, engineering, research, equipment, applications or other activities or investigations; or (2) relating to ideas, work or investigations conceived or carried on by Affiliate in connection with or because of Affiliate’s engagement with Mystic Health & Beauty. If any of the prior definition of Work of Authorship is considered overly broad under California law, Affiliate agrees to nevertheless be bound and held accountable to the broadest possible restrictive definition by California courts.

7.2               Interpretation.

(a)               The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined and, where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(b)               Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms.

(c)               The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d)               The words “including,” “includes,” and “include,” and words of similar import, shall be deemed to be followed by the words “without limitation.”

(e)               The words “herein” and “herewith,” and words of similar import, shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the date first written above.

            MYSTIC HEALTH & BEAUTY, LLC Toni Smith, President

            Toni Smith_Toni Smith

             AFFILIATE

             Affiliate Signature is implied with form submission

Schedule 1

Commission Products

Mystic Health & Beauty’s current list of Commission Products eligible for Commission is as follows:

  • Cosmetics
  • Skincare

 The following Products are not eligible for Commissions:

  • Clothing
  • Wigs
  • Jewelry

EXHIBIT A

Post Request Examples 

 Date: [date/ starting [date], to reoccur from week-to-week]   

 Team Meeting: [date/ every [day] at [time] [time zone], to reoccur from week-to-week] [online meeting link]

 Social Media Platforms: [Instagram, SnapChat, Facebook,TikTok/ link to page]

 Required Hashtags: [#ad or #sponsored]

 Suggested Hashtags: [#mysticvibes, #mysticbeauty]

 Publication Date: [date/ every [day] at [time] [time zone], to reoccur from week-to-week]

 Submit for Review by: [date/ every [day] at [time] [time zone], to reoccur from week-to-week]

 Requested Posts:

 _[#]_ Videos ($[  ] per [30 minutes/hour]

                                Duration: [30 minutes/ 1 hour/ 1.5 hours]

                                Details: [subject matter of the posts, such as product, theme or particular goal]

 _[#]_ Live Stream ($[  ] per [30 minutes/hour]

                                Duration: [30 minutes/ 1 hour/ 1.5 hours]

                                Details: [subject matter of the posts, such as product, theme or particular goal]

 _[#]_ Photographs ($[  ] per photo]

                                Details: [subject matter of the posts, such as product, theme or particular goal]

 BONUS:

 Attend every weekly meeting and post [[#] videos, [#] live streams or [#] photos] in [month], and receive a bonus of $[  ]!

EXHIBIT B

STANDARDS OF CONDUCT

With respect to promotional messages, photos, or other communications made on social media platforms about Mystic Health & Beauty and its products, all Affiliates must adhere to the following standards:

  • You must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials, including making:
    • statements that reflect your honest beliefs, opinions, and experiences; and
    • clear and conspicuous disclosure about your connection to Mystic Health & Beauty in all of your posts.
  • To better understand your responsibilities under the Endorsement Guides, you must review:
  • You may not:
    • make deceptive or misleading claims about Mystic Health & Beauty’s products or its competitors’ products;
    • make any claims about Mystic Health & Beauty’s products or its competitors’ products that are not backed up by evidence;
    • disclose any of Mystic Health & Beauty’s Confidential Information;
    • disparage Mystic Health & Beauty or its brand or products;
    • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
    • offer for sale or solicit products on behalf of Mystic Health & Beauty;
    • make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
    • post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
    • use ethnic slurs, personal insults, obscenity, or other offensive language; and
    • make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Mystic Health & Beauty’s consumers or other individuals.
  • You must adhere to:
    • the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of Mystic Health & Beauty, understanding that any these platforms’ disclosure requirements about your connection to Mystic Health & Beauty do not necessarily satisfy FTC disclosure requirements; and
    • any additional guidelines provided by Mystic Health & Beauty.
  • You must not create fake followers or engagement on social media platforms, such as:
    • buying followers;
    • using bots to grow audience size by automating account creation, following, commenting, and liking; or
    • post fake sponsored content.

This document is intended to replace the previous “terms of service” offered by Mystic Health and Beauty.

 
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