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This Brand Partnership Agreement (“Agreement”) is between L’OREAL PHILIPPINES INC. with its principal place of business at 23F ROBINSONS EQUITABLE TOWER, ADB AVENUE CORNER POVEDA DRIVE, ORTIGAS CENTER, PASIG CITY 1605 (“MAYBELLINE”), and the individual or business entity identified below (“Brand Partner”)

The Agreement is in force and made effective as of the date signed below by Brand Partner or its duly authorized representative. 

The Agreement contains the complete terms and conditions that apply to Brand Partner’s participation in the MAYBELLINE Brand Partner Program, operated by MAYBELLINE and its contractors. 

1.     Defined Terms

As used in this Agreement, the following terms have the meanings indicated:

“We” refers to MAYBELLINE.

“You” refers to the Brand Partner.

“Brand Assets” refers to the links, images, content provided from Maybelline regarding Maybelline products in the Maybelline Brand Partners Facebook Group or images available in Maybelline’s public Facebook group.

“Brand Partner Email” refers to the Brand Partner’s personal electronic mail account, as provided by the Brand Partner in the registration form contemplated under this Agreement.

“Brand Partner Program” refers to the program entered into and agreed upon by and between MAYBELLINE and its contractors, and more particularly described in Clause 2 hereof.

“Brand Partner Site” refers to the website owned, operated, or controlled by the Brand Partner, disclosed below, which may include social media sites/pages (i.e, Facebook, Instagram, and/or Twitter).

“End user” means an actual or potential consumer, customer or other natural person.

The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

“Intellectual Property Rights" means technology, templates, designs, sites, domains, methodologies, processes, names, strategies, marks, logos, content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright, moral rights, database rights and other intellectual property and proprietary rights, whether or not registered, therein and thereto.

"Link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two websites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button,"
text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain content, products, services or other offerings from the linked Site.

“Maybelline Site” refers to the MAYBELLINE website, located at the URL maybellineshop.ph, or such other site that MAYBELLINE may designate.

“Maybelline Brand Partners Facebook Group” refers to the official group to be setup by MAYBELLINE in Facebook, which shall be operated and maintained by MAYBELLINE, where each Brand Partner should become a member.

“Network" means the online affiliate marketing network operated by MAYBELLINE.

“Parties” means both Maybelline and Brand Partner.

“Prohibited Activity” means any of the following activities: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) illegal gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) offering of any MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights or otherwise infringing the Intellectual Property Rights of any third party (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) fraudulent activities or impersonation of any person, including any MAYBELLINE (or Related Parties of MAYBELLINE) representative, or misrepresentation of affiliation with any person.

"Qualifying Link" means any type or format of link that is provided or authorized by MAYBELLINE to be displayed, distributed or placed on or by a Site pursuant to an engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such MAYBELLINE or a Network advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Qualifying Link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.

"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.

"Tracked activity" means any type of pre-agreed or predefined activity or result that is sought by an Advertiser in relation to a Qualifying Link. The kinds of tracked activities that an Advertiser may seek to complete through such arrangements may include, by way of example, the serving of an image, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, the printing of a coupon (for offline redemption) or any other kind of action, transaction or activity that can be tracked and reported upon.

"Web" or "internet" or "online" means the global computer network currently referred to as the internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.

2.     Brand Partner Program

By joining the Brand Partner Program, Brand Partner shall:

-        Earn commission in accordance with the terms and conditions hereof, from sales generated through your unique link;

-        Be allowed to use Brand Assets to promote Maybelline products and Maybelline Site;

-        Gain access to the Network;

In consideration for such perks and benefits, you must perform the following:

-        Join the Maybelline Brand Partners Facebook Group;

-        Share, post, promote and advertise Maybelline Site through your Brand Partner Site and share your unique link;

Notwithstanding the terms and conditions stated in this schedule, the Brand Partner cannot create his/her own official Maybelline reseller pages in Facebook or other social media sites without the prior written consent given by MAYBELLINE.

 

3.     Joining the Brand Partner Program

By filling out the registration form for the Brand Partner Program, you may become a Brand Partner and are bound by the terms of this Agreement and any subsequent amendments to the Agreement. Moreover, by submitting the registration form, you confirm having read and understood our Privacy Policy and consent to its terms. To be, and continue to be, a Brand Partner, you must provide MAYBELLINE with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information. We have the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by MAYBELLINE to be misleading, inaccurate, or untruthful, we may restrict, deny, or terminate your account and/ or your access and use of the Network; we may also withhold payment of any commissions and/ or other fees that may be or become due or payable to you, and may assess charges against such amounts for MAYBELLINE’s activities in connection with the investigation and/ or verification of such information and/ or otherwise in accordance with this Agreement.

IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY, YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY MAYBELLINE TO NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY USE THE NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS FOR YOUR BUSINESS AND FOR NO OTHER PURPOSE. YOU FURTHER AGREE THAT WHEN USING THE NETWORK, YOU ARE ENGAGED IN BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER. FOR THE PURPOSES OF THIS SECTION, “BUSINESS TRANSACTIONS” IS DEFINED AS LEGALLY ADVERTISING THE MAYBELLINE COSMETICS WEBSITE TO RECEIVE A COMMISSION ON MAYBELLINE PRODUCTS PURCHASED BY YOUR REFERRED INDIVIDUALS.

4.      Independent Contractor

 

It is expressly understood and agreed that the Brand Partner shall be acting at all times as an independent contractor and shall not act as an agent or employee of MAYBELLINE.

 

MAYBELLINE merely exercises control over the desired results.  It does not have control over the means and methods on how the contracted work shall be achieved, conducted or performed by the Brand Partner.

 

Nothing in this AGREEMENT shall be construed as establishing or implying any partnership, joint venture or employer-employee relationship between the Brand Partner and MAYBELLINE.

 

5.     Payment Schedule

aEligible Payments:

All Brand Partner payments due for orders generated as a result of Brand Partner links or coupon code use will be held for thirty (30) days after the order has been confirmed and paid. Orders are typically shipped to consumers within one (1) to seven (7) days after an order is placed. This delay is necessary to give MAYBELLINE ample time to compensate for returns, exchanges or canceled orders. Payments will be calculated and sent out to Brand Partner during the last week of any given month for orders paid and completed during the previous month, in accordance with the terms and conditions of this Agreement.

In order for a Brand Partner to be eligible for the commission, the following conditions should be met:

                 End user who accesses the program website via Qualifying Link where the link is the last link to the program website;

                 End user is not a computer-generated user such as a robot, spider, computer script or other automated, artificial, or fraudulent method to appear like an individual, real live person;

                 End user is not using pre-populated fields;

                 Individual person completes all of the information required and/or submits all relevant supporting docs for such action within the time period allowed by Maybelline; and

                 End user is not determined to be fraudulent, incomplete, unqualified, or duplicate.

b. Brand Partner Payment:

Commission is computed at 10% of total net product sales (i.e. computation shall not include shipping fees, payment gateway fees and other transaction and handling fees outside the product cost).

Notwithstanding the provision in Clause 5(a), we reserve the right to offset and/or withhold any commission or payment to a Brand Partner in case of any overpayment or unqualified payments of commissions made by Maybelline to such Brand Partner.

The payments contemplated hereunder shall not be construed as any form of salaries and/or wages in order to establish an employment relationship between MAYBELLINE and the Brand Partner. Further, aside from the payments contemplated herein, the Brand Partner shall not be entitled to any other payments/benefits. The Brand Partner is not and shall not be entitled to the privileges and benefits granted to MAYBELLINE’s employees.

6.     Brand Partner Site

The Brand Partner shall only use the Brand Assets in promoting Maybelline products and Maybelline Site.

 

The Brand Partner shall ensure that the aesthetic nature of the Brand Partner Site is compatible with the image of Maybelline.

 

Spaces dedicated to other products or services sold on the Brand Partner Site must not be perceived by End users as devaluing the prestige of Maybelline.

 

Moreover, the Brand Partner Sites should, at all times, contain materials and contents which are in line with the ethical principles of Maybelline.

 

7.     Brand Partner Tracking

a. Links: When a web surfer clicks through your Brand Partner link, a cookie is set in their browser that contains your Brand Partner username. Also, their IP address is tracked in the database along with your Brand Partner name. When this person decides to buy a product, the
script will look for this cookie and/or try to match their IP address to identify the Brand Partner who will be awarded the commission. Visitors sent through your Brand Partner link may make a purchase later in time and the commission will still be awarded if made within 7 days and if the cookie is present in their browser and/or using the same IP address as the one logged in the database.

8.     Term of the Agreement

This Agreement, and the terms and conditions herein, will begin upon your successful signup and engagement with the Brand Partner program and will end when your Brand Partner account is terminated pursuant to Clause 9 of these Terms and Conditions or for any other reason as may be determined by MAYBELLINE. The terms of this agreement may be modified by us at any time. If any modification to the terms is unacceptable to you, your choice is to terminate your Brand Partner account pursuant to Clause 9 of these Terms and Conditions. Your continuing participation in the program will constitute your acceptance of any change.

9.     Termination of the Agreement and/or Revocation of the Brand Partner Status

Your Brand Partner application and ongoing Brand Partner status in the program, as may be applicable, may be suspended or terminated for any reason, including the following:

1. Inappropriate websites and/or advertisements (including non-family-oriented content, false claims, misleading or erroneous hyperlinks).
2. Use of unapproved graphics and/or text
3. Website inactivity for a continuous period of one (1) year.
4. Spamming (mass email, Mass newsgroup posting, etc...)
5. Advertising on sites containing/promoting illegal activities
6. Violation of intellectual property rights
7. False and/or incomplete personal/contact information and/or requested tax information

8. Fraudulent transactions or falsification of records

9. Other cases of fraud, serious misconduct, or negligence exhibited by a Brand Partner

10. Any violation of the terms and conditions of this Agreement

11. Failure to perform the services under this Agreement

New Brand Partners Site websites will be reviewed within the first few days after sign up. Existing Brand Partners Site will be reviewed monthly.

For purposes of the terminating this Agreement and/or suspending or revoking a Brand Partner’s status, the service of an email notification to the Brand Partner via his/her Brand Partner Email at least seven (7) days prior to the effective date of termination/suspension/revocation shall be sufficient.

 

We may also terminate this Agreement for any reason whatsoever provided the Brand Partner is given an email notification via his/her Brand Partner Email at least seven (7) days prior to the effective date of termination. 

 

In case of mere suspension of the Brand Partner status, said suspension shall only be lifted upon email notification from MAYBELLINE to the concerned Brand Partner.

 

In the event of the termination of this Agreement, this Agreement shall at once cease and become null and void from and after the effective date of termination, and the Brand Partner shall only be entitled to commissions earned until the effective date of termination.

 

However, Brand Partner accounts forfeit any and all eligible payments earned through fraudulent transactions or falsification of records. Upon termination of Brand Partner account, the Brand Partner shall delete Brand Assets on record and refrain from using all Brand Assets in all Brand Partner Sites.

In case the Brand Partner intends to terminate this Agreement, the Brand Partner is required to submit a seven (7) day email notification to MAYBELLINE at brandpartners@maybellineshop.ph prior to the effectivity of such termination. Non-compliance of the Brand Partner with the notification requirements set forth herein shall subject him/her to payment of damages which MAYBELLINE may suffer by reason thereof.

10.  Liability

We will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Brand Partner tracking failures, loss of database files, and any results of "intent of harm" to the program or our website. We do not make any expressed or implied warranties with respect to the Brand Partner program and or products sold at this site. We make no claim that the operation of the Brand Partner program and our website will be error-free and we will not be liable for any interruptions or errors.

Without limiting the foregoing, MAYBELLINE aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to Brand Partner under this agreement. MAYBELLINE will own all right, title and interest in and to all information that is created or collected in the operation of the MAYBELLINE Web Site and reserves the right to amend or terminate this Agreement at any time, with or without notice to Brand Partner.

11.  Underage, Parental Consent Needed

If the Brand Partner is a natural person s/he must be at least 18 years of age. If the Brand Partner has not reached the age of 18 a parent/ guardian must give his consent to the registration to the MAYBELLINE Brand Partner Tracking Program and the registration of a Brand Partner below the age of 18 without parental consent will be ineffective.

12.  Indemnification

You shall indemnify and hold MAYBELLINE harmless from any and all legal actions, damages or liabilities incurred from the day-to-day operations of Brand Partner. Under no circumstances will MAYBELLINE be liable whether in tort, contract or otherwise for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for any loss of revenue, profits, business interruption, loss of business information or data, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising from or relating to any provision of this Agreement or the program.

You agree to defend, indemnify and hold harmless MAYBELLINE and Related Parties of MAYBELLINE and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on (a) any breach of any representation, warranty, or covenant made by you in this Agreement, (b) you engaging in any Prohibited Activity (c) any breach by you of any Engagement, (d) any violation by you of any law, regulation or rule, (d) your inappropriate use of any other Network, (e) your negligence or willful misconduct, and/ or (f) any actual or alleged infringement by you of any Intellectual Property Rights or other rights of any person.

13.  Data Privacy

Brand Partner agrees to abide with all the requirements prescribed by applicable privacy laws and regulations as well as the requirements and protocols of MAYBELLINE in connection with the handling, use, and processing of personal information, as set out in the Data Privacy Addendum.

14.  Confidentiality

The Brand Partner shall keep in strict confidence all documents, information and materials provided by Maybelline relating to the Agreement which are of a confidential nature and have been disclosed to the Brand Partner by Maybelline, its employees, agents, consultants or subcontractors, and any other confidential information concerning Maybelline's business or its products which the Brand Partner may obtain. The Brand Partner shall restrict disclosure of such confidential material to the Brand Partner's team and to such of its other employees, agents, consultants or subcontractors directly involved in the discharge of the Brand Partner's obligations to Maybelline, and shall ensure that the Brand Partner's Team and all other employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Brand Partner. Provided, that, prior to any disclosure of confidential information pursuant to any law or as may be required by any competent court, governmental or regulatory authority or securities exchange, the Brand Partner shall, to the extent permitted under the applicable law:

a.     notify Maybelline of any actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated, and

b.     cooperate with Maybelline’s reasonable, lawful efforts to resist, limit or delay disclosure, at Maybelline’s sole expense.

 

15.  Anti-Corruption and Bribery

The Brand Partner agrees that in the course of its duties it shall not:

a.     offer, promise or give, directly or indirectly, any advantage, whether in cash or otherwise (including any facilitation payment), to any public official, any employee or member of a public international organization, any member of a political party, any candidate for a public office or political mandate, or anyone in the private sector, so that this person does, or refrains from doing, something within, or in breach of, his/her duties, or that person abuses his/her influence, whether actual or contingent, to obtain a favorable decision from a public authority or other administration;

b.     participate, directly or indirectly, in any money-laundering activity;

c.     breach any laws prohibiting corruption and influence peddling in the public and private sectors and/or any laws prohibiting money laundering.

 

The Brand Partner acknowledges that all fees, indemnities, financial incentives and other sums paid by Maybelline are given only as a compensation for its services hereunder, and must not be applied towards any of the abovementioned prohibited conducts.

The Brand Partner represents that:

a.     it is fully aware of all laws and regulations relating to the prevention of corruption and money laundering, including the OECD convention on combating bribery of foreign public officials in international business transactions, the UK Bribery Act, and the US Foreign Corrupt Practices Act;

b.     it is not participating, has never participated and will never participate in the corruption of any public official, any employee or member of a public international organisation, any member of a political party, any candidate for a public office or political mandate, or anyone in the private sector, or in any money-laundering activity.

 

The Brand Partner further represents that he/she:

a.     has never been convicted of corruption, influence peddling, money-laundering or any other financial crime;

b.     Is not bidding for a public office or political mandate;

c.     Is not working in any capacity for a public authority, a public international organisation or a political party.

 

The Brand Partner shall immediately notify Maybelline in writing, if:

a.     It suspects that corruption, influence peddling or money laundering has or may have occurred in relation to the performance of this Agreement;

b.     He/she is convicted of corruption, influence peddling, money-laundering or any other financial crime; or

c.     He/she shall be bidding for a public office or political mandate, or starts working in any capacity for a public authority, a public international organisation or a political party.

 

At any time during the term of this Agreement, Maybelline may audit Brand Partner’s books and records relating to this Agreement and its performance. Such audit may be conducted by Maybelline itself or by a third party appointed for this purpose. To facilitate the audit, Brand Partner agrees:

a.     to provide as soon as possible all information in its possession or within its control that Maybelline (or any third party appointed by it) may reasonably request for the purposes of its audit;

b.     to procure that his/her agents and/or employees will respond promptly to any question that Maybelline (or any third party appointed by it) may reasonably request for the purposes of its audit;

c.     to maintain adequate books and records that reflect, in a fair and accurate way, all the financial flows and assets used in the course of this Agreement;

d.     to maintain an internal control system that is sufficient to ensure the proper authorisation, recording and reporting of all transactions and to provide reasonable assurances that any violation of the anti-bribery or money-laundering laws of the applicable jurisdictions will be prevented and detected.

 

Maybelline may suspend or terminate this Agreement, at any moment and with immediate effect, in case of breach of any of the above undertakings or if Maybelline has reasonable grounds and competent proof to believe that Brand Partner is involved in any corruption, influence peddling, or money-laundering activity.

16.  Ethical Compliance

This Agreement recalls certain fundamental ethical rules with which the Parties undertake to comply with. In particular, even where it is not prohibited by the law, the Parties shall refrain from obtaining benefits from third parties by promising or providing compensation that is not consistent with an honest and legitimate business relationship.

Furthermore, and subject to any stricter law, the Parties shall comply with the fundamental ILO Conventions on the abolition of forced labor, on the elimination of child labor, on equality and on freedom of association. They will not employ children under 16 years of age, except in the event of apprenticeship compliant with the applicable law. The Brand Partner will have to obtain Maybelline consent prior to resort to apprenticeship of children under 16 years of age for the execution of the orders.

The Brand Partner expressly acknowledges that it complies with the tax obligations relating to its business and shall not use undeclared work. It undertakes to provide Maybelline with any document that is required to be provided to clients in accordance with applicable laws.

The Brand Partner acknowledges that in the event of breach of the provisions contained in this section, Maybelline may cancel pending orders and cease all business relations with the Brand Partner.

17.  Intellectual Property Rights

The trademarks and all other Intellectual Property Rights borne under or as a consequence of the execution of this Agreement are and remain the sole property of Maybelline or Maybelline’s licensors and the Brand Partner shall not claim any right of property therein, or register or cause to be registered in any part of the world, trademarks or trade names similar to or being a colourable imitation of the trademark, or trade name of Maybelline or Maybelline’s licensors

 

The Brand Partner shall not have any intellectual property right on any of Maybelline Products, as well as links, images, contents and other advertising materials provided by Maybelline.

 

The Brand Partner shall promptly advise Maybelline of any infringements or threatened infringements of the trademarks or other intellectual property which may come to its knowledge. MAYBELLINE or its licensors shall have the sole right to decide whether or not to bring or settle any action with the infringer. Such action shall be at Maybelline’s expense or at its licensor's expense. The benefits of such actions shall go exclusively to Maybelline or its licensors.

 

Brand Partner shall adhere to Maybelline’s then-current trademark usage policies and programs (on whatever media) as may be communicated by Maybelline from time to time.

 

If the Brand Partner should acquire any right to any of the trademarks of Maybelline, it agrees, during or after the termination of the Agreement to immediately transfer such right to Maybelline or to a third party designated by Maybelline. Such transfer should not give rise to any compensation payable by Maybelline. Nevertheless, Maybelline shall prepare all necessary forms for the administrative transfer process and the administrative fees shall be borne by Maybelline.

18.  Venue in Case of Dispute

The Parties agree that the Courts of Pasig City shall have exclusive jurisdiction to settle any claim, dispute, and matter of difference which may arise out of or in relation to this Agreement or the legal relationships established by this Agreement.

19.  Governing Law

This Agreement shall be government by the laws of the Republic of the Philippines.

 

By completing the Brand Partner Program sign-up form you acknowledge that you have (1) Read the terms and conditions above for the MAYBELLINE Brand Partner Program, (2) Understand the terms and Conditions, and (3) Agree with terms and conditions.