Updated and effective: May 10, 2026

Terms and Conditions

This Agreement contains the Terms and Conditions (the “Agreement”) that apply to your participation in the Counter Beauty Inc. (“Counter Beauty” or the “Company”) Brand Partner Program (the “Program”) and the establishment of links from your website(s) or other digital location(s), such as your social media page(s) (also referred to as “your Site”) to Counter.com. 

This Agreement is made and entered into by Counter Beauty and you, the applicant. As used in this Agreement, "you" and "your" mean the applicant. Counter Beauty and you are collectively referred to below as the “Parties” and may each be referred to as a “Party.”   

By submitting your application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and continue to comply with, this Agreement throughout the full duration of your participation in the Program.

Introduction

1.     Enrollment & Approval. To participate in the Program, you must reside in Canada and complete and submit an application through the Company’s website. The Program is not open to residents of other countries or jurisdictions (other than the U.S.). The Company reserves the right, in its sole discretion, to approve, reject, or revoke any application for any reason or no reason. Submission of an application does not guarantee acceptance into the Program.

Upon acceptance by the Company, this Agreement, including all documents incorporated by reference, constitutes the entire agreement (the “Agreement”) between you and the Company and supersedes all prior communications, understandings, or agreements between them.  The effective date of this Agreement is the date the Company accepts your application.  If accepted, you will receive an email acknowledging your acceptance into the Program. 

Under the terms of this Agreement:

a.          You are authorized to promote Company products and facilitate customer referrals to the Company’s website in accordance with this Agreement; and

 

b.          You have the opportunity to earn commissions, bonuses, or other incentives in accordance with the Commission Structure outlined in Appendix 1 and the Referral Bonus Program outlined in Appendix 2.

2.     Independent Contractor Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and the Company. You are an independent contractor and are not an employee, consultant, legal representative, or franchisee of Counter Beauty. You are not authorized to make any representations, warranties, or commitments on behalf of the Company. You are solely responsible for your own expenses, taxes, permits, licenses, and compliance with applicable laws.

Responsibilities

3.     Sales via Social Media or Other Online Platforms. It is your responsibility to follow each social media site or other online platform’s terms of use. If the social media site or other online platform does not allow its site or platform to be used for commercial activity, you must abide by the site or platform’s terms of use and all other rules of the site or platform.   

Setting up an online storefront or using another platform to accept orders and/or complete payment for Counter Beauty products is not permitted whatsoever. This restriction applies to any and all third-party online commerce platforms currently known or unknown, including but not limited to Amazon, eBay, and Poshmark.

4.     Soliciting Sales on Others’ Social Media & Online Sites. You are expected to use your own websites, social media pages, or profiles to build your customer base. You may not solicit sales through any online presence owned, operated, or maintained by the Company or by any other individual participating in the Program. This includes comment sections, forums, or other interactive features.   

5.     Keywords and Domains. You may not use, purchase, or otherwise incorporate any Company marks or any derivatives, misspellings, or variations of such marks, or anything confusingly similar thereto in any domain name, social media handles, email address, or in an effort to direct online traffic to your online presence. Such efforts may include, but are not limited to, paid advertising (e.g., DoubleClick, Adtech, Criteo, etc.), paid search placement, meta-tagging, domain name registration, redirects, pay-per-click services, and/or Search Engine Optimization (SEO) strategies.   

 

6.     Earnings Claims. You may refer to the Program, Commission Structure, and Referral Bonus Program using only information published by the Company. All descriptions must be accurate, factual, and consistent with the Company’s published materials. You may not suggest or imply that specific earnings are typical, guaranteed, or easily achieved.  All claims about the Program must be truthful and not misleading. No other earnings-related statements may be made.

 

7.     Product Claims. You may only use product descriptions or product-related claims that appear in official Company publications or on its website. All statements must be truthful, accurate, and consistent with how the Company markets its products. You may not represent or imply that any government agency or body has approved or endorsed the products.

 

8.     Media Inquiries. If you receive a media inquiry, please direct it to G2Gmedia@beautycounter.com.

 

9.     Reputation & Conduct. You agree not to commit any act or engage in any conduct that, in the sole discretion of the Company, brings the Company into public disrepute, contempt, scandal, or ridicule, or that insults or offends the general community to which the Company’s advertising materials or products are directed, or that might tend to harm the Company or any of the Company’s products or services including, without limitation, disparaging the Company’s products or services, or the Company’s competitors. You represent that you and anyone affiliated with you are not, and have not been, a party in a lawsuit that alleged misconduct by the Company, its affiliates or their respective officers, directors, shareholders, agents, employees, and representatives.  The Company reserves the right to terminate or revoke this Agreement if it finds you have violated this section.

 

10.   Sole Responsibility for Your Site. You are solely responsible for the development, content, and maintenance of your Site, social media profiles, advertising channels, or other platforms you use to participate in the Program. This includes ensuring all promotional materials are current, compliant, and consistent with Company guidelines.

During the term of this Agreement, you must:

a.          Ensure that all links, product descriptions, and promotional content reflect the most up-to-date information provided by the Company.

 

b.          Ensure that all materials used in connection with the Program and the Company’s products are accurate, appropriate, and do not infringe upon the rights of any third party, including but not limited to copyrights, trademarks, privacy rights, or other proprietary rights.

 

c.          Refrain from posting or distributing any content that is unlawful, untruthful, defamatory, misleading, or otherwise inconsistent with the terms of this Agreement.

d.          Comply with all applicable: (i) federal, provincial, territorial, and municipal laws and regulations, including those relating to privacy, data collection, and advertising disclosures; and (ii) governmental and industry self-regulatory codes, standards, guidelines, and policies. This includes clearly displaying a privacy policy and any other required notices and disclosures (including, without limitation, affiliate marketing and “material connection” disclosure statements) on websites and marketing platforms you own.

Program Operations and Commission Terms

11.   Policies and Pricing. Customers purchasing Counter Beauty products through the Program will be deemed Counter Beauty customers. All rules, policies, terms and conditions, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. The Company may change its policies and procedures, including pricing, at any time, at its sole discretion.

12.   Order Processing. The Company processes product orders placed by Clients (as defined below) who follow your Qualifying Link (as defined below) to the Company’s website. It reserves the right to reject orders that do not comply with any and all requirements that the Company, in its sole discretion, may establish from time to time. The Company handles all aspects of order processing, including payments, cancellations, and customer service. It will track sales made to Clients who purchase products using your Qualifying Link and use commercially reasonable efforts to ensure that you have 24-hour online access to view tracking and performance data (other than during maintenance times or in the event of an unforeseeable occurrence).

·       Qualifying Link. A unique link provided by the Company that you may use to refer Clients to the Company’s official website. To receive credit for a sale, your link must be the last link the Client used to access the Company’s website during a Session (as defined below) in which a purchase occurs.

·       Client. A customer who is not also a participant in the Program.

·       Session. The period beginning when a Client first accesses the Company’s website via a Qualifying Link and ending when either (a) the Client returns to the Company’s site via another participant’s Qualifying Link or (b) the 30-day cookie from the original Qualifying Link expires.

13.   Payment Setup. To receive commissions or other compensation under this Agreement, you must maintain a current and active payment profile with the Company, including valid bank account details. You are solely responsible for ensuring that this information is accurate and kept up to date. The Company is not liable for delayed or missed payments due to incomplete or incorrect information. 

14.   Commission Eligibility. You may earn commissions on the Net Sales Amount (as defined below) of Qualifying Purchases (as defined below) when orders are placed through a Qualifying Link. Commission rates and related incentives are outlined in the Company’s Commission Structure, which is incorporated by reference into this Agreement. Additional earnings opportunities, including but not limited to Referral Bonuses (as described in the Referral Bonus Program), may be made available to participants in the Program at the Company’s discretion. All such earnings are subject to the terms of the applicable incentive program and are incorporated into this Agreement by reference.

·       Net Sales Amount. The revenue received by the Company from Qualifying Purchases, less amounts for product credits, discounts, coupons, returns, and transaction-based costs and expenses, including not limited to sales tax, shipping and handling fees, other services, and credit card fraud or other bad debt.

·       Qualifying Purchase. The purchase of one or more products by a Client who is not a participant in the Program and who follows your Qualifying Link and completes a purchase during a Session.

15.   Determination of Earnings and Payment Responsibility. All determinations regarding whether a transaction qualifies as a Qualifying Purchase, and whether a commission, bonus, or other incentive is payable, will be made by the Company in its reasonable judgment and will be final and binding on both you and the Company. 

You are solely responsible and liable for any and all taxes, contributions, penalties, currency conversion costs, or other amounts arising from commissions, bonuses, or other payments received through the Program.

16.   Payment Conditions and Eligibility. The creation or maintenance of an account does not guarantee any commissions, bonuses, or other payments. All earnings under the Program are subject to verification and acceptance by the Company. You must be a current Brand Partner in compliance with this Agreement as of the applicable payment date to receive any amounts due.

 

The Company may, at its sole discretion, extend payment deadlines in the event of extenuating circumstances and will use best efforts to inform you as soon as practicable of such extensions.

17.   Qualifying Links Not for Personal Use or Resale. You may not purchase products during Sessions initiated through Qualifying Links for personal use or resale of any kind. Qualifying Links are intended solely for Client use; therefore, purchases made by individuals participating in the Program on behalf of Clients will not be considered Qualifying Purchases and, as a result, will not generate any commissions. The Company expressly prohibits placing orders for any reason other than bona fide Client demand.

 

18.   Reversals, Fraud Prevention, and Misuse of the Program. All commissions, bonuses, and other payments under the Program are subject to verification and may be reversed or withheld in the event of order cancellations, errors, duplicate tracking, returns, disputed charges, fraudulent activity, or any violation of this Agreement. If the Company suspects such activity, it may request clarification or additional information related to specific orders, clicks, or account behavior. You agree to cooperate fully and respond promptly and honestly.

You may not engage in any activity that deceives, misleads, or manipulates the tracking, attribution, or distribution of earnings under the Program. Prohibited activities include, but are not limited to:

a.          Operating multiple accounts to artificially inflate commissions or bonuses.

b.          Misrepresenting the identity of a participant in the Program or Client.

c.          Using false, misleading, or incomplete contact information.

d.          Placing orders for purposes other than bona fide consumer demand.

e.          Engaging in technical manipulation tactics, including:

·       Cookie stuffing or triggering tracking without user action.

·       Search manipulation (e.g., keyword stuffing, deceptive redirects, or purchasing ads that direct traffic to the Company’s website while still attributing referral credit).

·       URL hijacking or redirect schemes to force a tracked session.

·       Domain spoofing or imitation of Company-owned properties.

·       Use of toolbars, browser extensions, or plugins to inject tracking without user intent.

·       Generating traffic through click fraud, bots, or other automated means.

·       Unauthorized scraping or spidering of Company websites.

Violations of this section may result in remedial actions as outlined in Section 37 of this Agreement.

Legal and Compliance

19.   Marketing and Disclosure Compliance. You must comply with all applicable governmental and industry self-regulatory codes, standards, guidelines, and policies (including, without limitation, the respective Federal Trade Commission, Competition Bureau, and Ad Standards codes, standards, guidelines, and policies). You must also clearly and conspicuously include a disclosure statement that discloses your relationship with Counter Beauty in every marketing or promotional activity that references the Company, its products, or includes a Referral or Qualifying Link.

a.          A disclosure statement must appear on every webpage, blog, email, or social media post that contains a Referral or Qualifying Link, and/or contains an endorsement, review, or other promotional content referencing the Company, the Program, or any of the Company’s products. This includes all instances in which it is not otherwise clear to a consumer that the content is part of an affiliate-compensated relationship.

b.          A disclosure statement must be placed as close as possible to promotional claims and must appear “above the fold” (i.e., visible without scrolling or otherwise requiring the consumer to take any action) such that it is unmissable. Pop-up disclosures or links to separate disclosure pages are not permitted.

c.          When sharing links on social media, you must use the platform’s built-in disclosure tools (e.g., Instagram’s “Paid Partnership” tag), but may not rely solely on those tools. You must also include a clear disclosure statement, such as “#CounterBeautyAffiliate” or “#CounterBeautyPartner,” directly adjacent to the Referral or Qualifying Link.

d.          If you receive a product from the Company at no cost, this must be clearly disclosed in the same manner as described above.

e.          You may not create, publish, distribute, or authorize any content (including emails) that appears to be sent by or on behalf of Counter Beauty. You must not represent yourself as an employee, agent, or official spokesperson of the Company. 

For more information, please refer to both the Federal Trade Commission’s Endorsement Guides at www.ftc.gov and the Ad Standards Influencer Marketing Steering Committee Disclosure Guidelines (notably, the section titled Affiliate Marketing) at https://adstandards.ca/resources/library/. 

20.   Electronic Messages and Anti-Spam Compliance. Canada has strict laws regulating the sending of commercial emails, text messages, and other commercial electronic messages that are sent to electronic addresses- the federal Canadian Anti-Spam Law (“CASL”). Sellers are required to be familiar with the requirements of CASL and may only promote their independent business in compliance with them and with the requirements of this section.

Commercial Electronic Messages

CASL is strict anti-spam legislation, and you are required to be familiar with and comply with all of its requirements in promoting your independent business. Commercial electronic messages sent by you require strict adherence to the applicable law, including CASL and all of the following policies. If the Company determines that you have violated CASL or these Terms and Conditions, then the Company may, at its discretion, terminate the Agreement. In addition to violating these Terms and Conditions, not complying with CASL can result in regulatory enforcement actions, which include severe financial penalties, potentially including a fine of up to $10,000,000 CAD. You will be held fully responsible for their awareness of and compliance with all laws and regulations applicable to commercial electronic messages, including CASL.

Except as provided in this section, you may not use or transmit unsolicited text messages, unsolicited email (including ‘one to one’ unsolicited email and ‘mass’ unsolicited email), direct messages through social media, or other commercial electronic messages sent to an ‘electronic address’ or engage in any other behaviour which constitutes a form of “spamming”.  The terms "commercial electronic message" and “email” mean the transmission via electronic messages or electronic mail, to an electronic address, of any material or information that “encourages participation in commercial activity”. This includes advertising or promoting the Company, its products, its compensation plan, any other aspect of the Company, or the Seller’s independent business. This includes sending such messages by either email or SMS/text, and also other electronic forms of communication such as direct messages through social media.

Consent

CASL requires the consent of the recipient before they are sent commercial electronic messages and has strict requirements for how you obtain consent before you send a commercial electronic message. These Terms and Conditions describe such messages as “commercial electronic messages”, you must understand that they include any commercial messages sent to an “electronic address” (this includes messages sent by email, SMS, text messages, and direct messages through social media). 

Prior to sending a commercial electronic message, you must use an express consent mechanism to obtain consent to send commercial electronic messages in compliance with CASL. Simply adding a person’s contact information to a list or claiming they have an existing relationship with you is not permitted.

The consent used by you must include all of the following:

• An individual must first ask to be added to your marketing list. Assumed consent, such as offering the individual the ability to opt out, rather than opt in, is not permitted.

• The mechanism through which you seek consent must require a positive action from the individual to indicate their consent. For example, the individual may be asked to tick an unticked box, or to supply their email address for the sole purpose of receiving commercial electronic messages from the Seller. ‘Implied’ forms of consent, such as pre-ticked boxes or boxes to ‘opt out’, are not permitted.

• You may not send email or other electronic messages in order to ask for consent to send further electronic messages.

• The language used to ask for consent must state all of the following:

a) That the person is agreeing to receive commercial electronic messages relating to the Company, its products, and the Company's opportunity;

b) That the person is agreeing to receive commercial electronic messages from you as an independent contractor;

c) Your name;

d) Your mailing address, or a mailing address you use as an independent contractor;

e) Either a telephone number with access to voicemail, an email, or a web address, you can be contacted at in respect of your independent business; and

f) A statement of consent can be withdrawn.

You must have a consent that meets the above requirements from each email address or other electronic address to which they send messages, and must retain proof of having obtained such consent. You may not use email addresses or other electronic addresses that were acquired from "partners", such as a list broker, online source, or other contact other than the Company. 

If you send commercial electronic messages, you must maintain a database that contains the following information about your recipient list and the messages you send:

i. The date and time on which the recipient provided consent to receive commercial messages,

ii. The language used to provide that consent,   

iii. The commercial electronic messages that you have sent, the dates on which they were sent, and the recipients of each message, and 

iv. Any unsubscribe requests that you received (including their date and the address that made the request), and the date on which you implemented the request (i.e., by removing the relevant address from their contact list).

Message Content

In addition to requiring consent as described above, CASL requires specific information to be included in all commercial electronic messages, regardless of whether they are sent by email, text message/SMS, or other electronic means.

All commercial electronic messages that you send in relation to your independent business must include:

1)              Your name,

2)              Your mailing address, or a mailing address you use as an independent contractor;

3)              Either a telephone number with access to voicemail, email, or a web address, you use as an independent contractor; and

4)              An ‘unsubscribe mechanism’. The unsubscribe mechanism must be available at the bottom (or top) of each commercial electronic message you send. The mechanism must indicate that the message recipient may reply to the message (for example, by reply email or text message) to ask not to receive further commercial electronic messages from you as an independent contractor. As an independent contractor, you must honor upon all unsubscribe requests that you receive within one business day. All unsubscribe requests must also be processed before any additional commercial electronic messages are sent out (i.e., you may not send any further commercial electronic messages to a recipient that has provided an unsubscribe request). You must also implement any unsubscribe requests that are provided to them by the Company.

It is prohibited to include any deceptive subject lines or message content and/or false header information in any commercial electronic messages you send. For example, it must be clear that the messages you send are meant to promote the Company, its products, and/or the Company opportunity (i.e., the fact that the message is an advertisement, and the nature of what it is promoting, must always be clear). 

Please note that the requirements of this Section (both in respect of consent, and in respect of message content) do not apply to a single reply message that you send in response to a question or inquiry you receive from the person you are replying to (such messages must still not be misleading in any manner). For example, if someone proactively sends you an email with a question, you may reply to their question by email without obtaining the consent described above. However, you may not then add that email address to a marketing list unless the above requirements are followed. 

21.   Use of Company Trademarks. The name “Counter Beauty” and other names, trademarks, logos, images, and/or copyrighted materials used by the Company and/or any related/affiliated entity are proprietary (the “Company Marks”).  The Company grants you a limited, nonexclusive, non-transferable license to use the Company Marks during the term of this Agreement, provided that such use complies with the provisions of this Agreement. In addition, any and all use of the Company Marks shall be consistent with the superior quality and image associated with the Company and its products and shall not in any way adversely affect the good name, reputation, or image of the Company and the Products. The Company reserves the right to revoke your limited license to use the Company Marks in its sole discretion.

22.   Confidential Information. You acknowledge that the Company may provide you with proprietary or non-public information and reports relating to your sales activity, other participants in the Program, products, or Clients (“Confidential Information”).  Confidential Information may include, but is not limited to, reports and compilations generated by the Company that are made available to you, sales information, product information, forecasts, projections, or other materials furnished or prepared by the Company for your use. You acknowledge that the Company is the sole owner of any and all Confidential Information provided to you pursuant to this Agreement. In this regard,  you shall: (i) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use, or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by the Company to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or indirectly make any use whatsoever of the Confidential Information, except for purposes of performing services under this Agreement. You and the Company each acknowledge that the restrictions in this paragraph are reasonable efforts of the Company to protect and maintain the Confidential Information. Your obligation regarding confidentiality shall survive for so long as the Company may, in its sole discretion, consider the Confidential Information to be confidential. You shall not directly or indirectly use Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company’s products or services.

 

23.   Privacy, Security of Customer Data and Confidential Information. Canada has strict privacy laws that you are required to understand and follow in all cases where you collect, use, disclose, or otherwise process Personal Information. “Personal Information” will include any information that may allow an individual to be identified, either on its own or when combined with other information. Personal Information includes both information about other participants of the program, information about customers, and information about prospective customers and/or participants of the program. As an independent consultant under this program, the Personal Information you process may include the operations of other participants of the program and customer data, the information of persons who are interested in joining the program, and information about purchasers or prospective purchasers of Company products. This section provides you with information about how you are required to protect both Personal Information and Confidential Information, and applies in addition to the obligations set out under section “Confidential Information”. 

 

You must treat all Personal Information they receive in the course of operating their independent business in accordance with the Company Privacy Policy, which is available at Counter.com. Further, by entering this Agreement, you understand and agree that your Personal Information may be processed in accordance with the Company's Privacy Policy.

 

You are required to be familiar with and to comply with the laws applicable to the protection and processing of Personal Information, and to the principles of privacy and confidentiality. You are required to safeguard the privacy of and maintain the confidentiality of Confidential Information and Personal Information, including customers’ and other program participants’ financial and account information and any other Personal Information they process in the course of operating their independent business in accordance with all applicable data protection laws and regulations, these Policies and Procedures, and in accordance with the Company Privacy Policy. 

You must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Personal Information, and to maintain its accuracy. Appropriate safeguards for electronic and paper records may include but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files or locking up physical files containing Confidential Information or Personal Information and (iv) shredding or irretrievably deleting Confidential Information and Personal Information once it is no longer needed for the purposes for which it was collected. Any payment, credit card or other sensitive payment information belonging to another program participant, customer, or other individual may not be retained longer than needed to process the payment the card owner has agreed to, and then it must be redacted or destroyed. When disposing of any paper or electronic record containing Confidential Information or Personal Information, you must take all reasonable steps to secure the information while it is being destroyed. This may include using secure destruction methods such as: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the information so as to make it unreadable, unreconstructible, and indecipherable through any means. Upon request, you must certify to the Company that all forms of the requested Confidential Information and Personal Information have been destroyed.

You must comply with all applicable privacy and data security laws, including security breach notification laws. In the event of an actual or suspected security breach affecting Confidential Information or Personal Information, where required by the applicable law, or if the Company determines it advisable, you shall promptly notify the affected customers and the Company in writing after becoming aware of such security breach and specify the extent to which Confidential Information or Personal Information was disclosed or compromised and shall promptly comply with all applicable security breach disclosure laws. You, at your expense, shall cooperate with the Company and affected customers and use your best efforts to mitigate any potential damage caused by a security breach, including by sending notice to the affected individuals, government or regulatory agencies, and consumer reporting agencies, if such notification is required by law.

As a participant in the program, you must limit the number of employees, subcontractors, or other persons who have access to the Personal Information that you hold to those needed to assist you in the operation of your independent business. Any person whom you allow to access Personal Information must be under a written obligation of confidentiality and security at least equivalent to that which applies under these Terms and Conditions.  

 

You must not share Personal Information, including, without limitation, financial information, about current or former customers, program participants, or any other individuals, with any third parties, except as permitted by these Terms and Conditions, or as required by applicable laws and regulations, or court orders.

 

As a participant in this program, you have the responsibility and are personally accountable for treating all Confidential Information and Personal Information confidentially and for using, storing, and handling it solely and exclusively for the limited purpose of operating your independent business in compliance with all data protection and privacy laws, regulations and standards, these Policies and Procedures, and the Company Privacy Policy. You are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Confidential Information or Personal Information to any person or entity for any purpose other than that for which it was provided to you, and in the case of Personal Information, to which the individual to whom the information pertains has consented. 

 

In the case of Confidential Information or any Personal Information you obtain from Company, you may use and disclose that information only in those manners that Company specifically identifies to you. All such information remains the property of the Company. You must cease processing it and must return it to Company or securely destroy it if Company asks, or if your Agreement expires or is terminated. You must inform the Company of any withdrawals of consent you receive in respect of any Personal Information provided to you by the Company. You must also notify the Company promptly in the event that they receive any request from any individual for access to that person’s Personal Information, or if you receive a complaint or inquiry from an individual or a regulator regarding privacy or Personal Information.     

 

Canadian privacy law requires the informed consent of the individual before their Personal Information is collected, used, or disclosed. For the consent to be informed, the individual must be provided with clear and understandable information about what of their Personal Information is collected, what that information is used for, and how that information may be shared. Put another way, consent must be obtained in a manner that allows the individual to understand the nature, purpose, and consequences of what they are agreeing to, and must use clear, easy-to-understand language. You must be open and transparent regarding your privacy practices.

 

As a participant in the program, you must obtain the clear, meaningful, and informed consent of each individual whose Personal Information you process. You must obtain such consent before you collect, use, or disclose their Personal Information. For any Personal Information that you provide to the Company, this must include the individual providing their consent to the Company's Privacy Policy located at Counter.com.

 

Canadian privacy law allows individuals to withdraw their consent to the processing of their Personal Information. If an individual withdraws their consent, you must cease collecting, using, or disclosing that individual’s Personal Information. You must also implement any withdrawals of consent that are provided to you by the Company. Individuals also have other rights in respect of their Personal Information, which you must understand and honour. These include the right to access their own Personal Information (but not that of other people), the right to correct it if it is incorrect, and in some jurisdictions and circumstances, rights of data portability or erasure. 

 

You must limit the collection, use, disclosure, and retention of Personal Information to that needed for the purposes they have disclosed to the individuals whom the information is about and to which those individuals have consented. Those purposes must be reasonable. Consent to collect or process Personal Information may not be a condition of service unless the processing of information being consented to is necessary to provide the service. For example, if goods are being delivered, the individual would be required to provide delivery information. However, an individual could not be required to agree to receive marketing material as a condition of purchasing a product. Personal Information collection must be handled with integrity, and its collection should cover only what you need to facilitate a sale or the enrollment of another participant.

 

You must ensure that the Personal Information you process is processed only in that jurisdiction in Canada in which the individual to whom the information pertains resides. However, you understand and agree that information provided to Company is processed where Company is located, and in accordance with the Company Privacy Policy. 

 

Company and/or its authorized representatives shall have the right, upon reasonable notice, to inspect and audit your security standards and procedures for the protection of Confidential Information and Personal Information and the level of adherence to and actual implementation of those standards and procedures as required under these Terms and Conditions. Upon the Company’s request, you will provide the Company with all information required to conduct a review of your security standards and procedures for the protection of Confidential Information and Personal Information and the level of adherence to and actual implementation of the standards and procedures required under these Terms and Conditions. 

 

These obligations survive the non-renewal, cancellation, or termination of this Agreement. You acknowledge and agree that you are personally accountable for the security and processing of Confidential Information and the Personal Information of customers, other participants in the program, prospects, and other individuals that is provided to or otherwise accessed or collected by them in association with their independent business.   

 

You acknowledge and agree that any breach of this provision shall cause irreparable damage to Company, entitling Company to immediate injunctive or similar relief to prevent further breach. You agree to indemnify the Company for damages incurred from any and all unauthorized disclosures or other breaches caused by you. All confidentiality obligations under this Section shall survive the termination of this Agreement. In the event Company prevails in any legal action to enforce its rights under this Section, Company shall be entitled to all costs and reasonable legal fees incurred in enforcing its rights under this Section. 

 

24.   Compliance and Monitoring. The Company may monitor your activities related to the Program at any time and for any reason to ensure compliance with this Agreement. You agree to promptly provide any information reasonably requested by the Company to determine your compliance with this Agreement. This may include, but is not limited to, access to records, communications, promotional materials, or other documentation necessary to confirm compliance.

 

The Company also reserves the right to audit your activities if non-compliance is suspected or as part of a routine review. Failure to cooperate with such requests, including, for example, failing to timely respond to inquiries with the necessary and requested information, providing false or misleading information, or being unable to verify traffic sources, may result in remedial actions as outlined in this Agreement.

Term and Termination

25.   Term. This Agreement shall remain in effect until terminated by either you or the Company. You may terminate this Agreement at any time upon written notice to the Company for any reason.

 

26.   Termination.

 

(a)       For Breach. Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate this Agreement immediately upon written notice to you in the event of any breach by you. This right is in addition to any other legal or equitable remedies available to the Company.

 

(b)      For Convenience by the Company. The Company may terminate this Agreement immediately, with or without cause, at any time upon written notice in the Company’s sole discretion.  Termination shall be effective on the date on which written notice is mailed, emailed, or delivered to an express courier to your last known address or email address or to your counsel, or when you receive actual notice of cancellation, whichever occurs first. The Company shall not be required to have any reason nor to prove any cause in order to cancel any Agreement with you. If and when any Agreement with you is cancelled under this policy, you shall have no claim against the Company, its affiliates or their respective officers, directors, agents, employees, servants and representatives, nor any right to claim or collect lost profits, lost opportunities or any other damages. The terms hereof are in satisfaction of any and all statutory and common law claims, including, without limitation, any right to reasonable notice of termination of the contractual relationship.

 

27.   Effect of Termination.  If this Agreement is terminated for any reason, you shall no longer be a brand partner, facilitate sales on behalf of the Company, hold yourself out to the public as a participant in the Program, use any Confidential Information, or otherwise use any of the Company Marks. In the event of termination, all your rights as a participant in the Program, if any, to any commissions shall terminate on the date of termination. The terms hereof are in satisfaction of any and all statutory and common law claims, including, without limitation, any right to reasonable notice of termination of the contractual relationship.

Miscellaneous

28.  Amendments. The Company may amend the terms of this Agreement at its sole discretion, and you agree to abide by all such amendments. You will be notified of any amendments via email. Amendments will become effective three (3) days after notice is provided, but will not apply retroactively to conduct occurring prior to the effective date.

Your continued participation in the Program, including remaining a current Brand Partner in compliance with this Agreement, or accepting any commissions, bonuses, or other payments, after the effective date of any amendment, will constitute acceptance of any amendment.

 

29.   Publicity and Content License. If you submit or create any content in connection with participation in the Program, including but not limited to your name, likeness, personal story, reviews, photographs, testimonials, images, videos, text, modifications of Company materials, or any other promotional content (collectively, “Participant Content”), you grant the Company and its affiliates a perpetual, royalty-free, worldwide, non-exclusive, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, sublicense, and create derivative works from such Participant Content in any media or format, for any lawful purpose and in its advertising and promotional materials.  You expressly waive all claims for compensation for such use. You waive any right to inspect or approve such materials prior to their publication by the Company. This license may be revoked at any time by providing written notice to the Company.

You represent and warrant that all your Content is either original to you or lawfully obtained, and that the Company’s use of such content will not infringe the rights of any third party. You agree to provide any reasonable assistance required to confirm or document these rights upon request.

30.   Limitation of Liability. You and the Company each waive any claims for consequential or exemplary damages for any claim or cause of action arising from or relating to the Agreement.

31.   Indemnity. You agree to indemnify and hold harmless the Company, its affiliates or their respective officers, directors, share holders, agents, employees and representatives from and against any damages, claims, or liabilities and expenses (including legal fees)  arising from or relating to (i) your operation of your account and any activities related to it or under this Agreement; (ii) any negligent, reckless or intentionally wrongful act by you or any person acting on your behalf; (iii) any breach by you of any term of this Agreement; and (iv) any third-party claim alleging that you have violated or infringed upon any rights of third-parties, including but not limited to rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

32.   Assignment. You may not assign any rights under the Agreement. Any attempt to transfer or assign the Agreement renders the Agreement voidable at the option of the Company and may result in termination in the Program.

33.  Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

34.  Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, and communications.

35.   Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

36.   Warranty, Disclaimer. To the maximum extent permitted by law, the Company disclaims all other warranties with respect to the Products, the program, and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy.

37.   Remedial Actions. The Company reserves the right to take remedial action as necessary to enforce the terms of this Agreement and ensure appropriate conduct by participants in the Program. Breach of this Agreement, or any illegal, fraudulent, deceptive, or otherwise improper conduct in connection with the Program, may result in one or more of the following actions, at the Company’s sole discretion:

a.          Issuance of a written warning;

b.          A requirement that you take immediate corrective measures;

c.          Reversal or withholding of commissions, bonuses, or other payments;

d.          Loss of eligibility to receive future payments under the Program;

e.          Termination of this Agreement; or

f.            Any other action deemed appropriate by the Company.

38.   Governing Law and Jurisdiction.  Except as provided herein, and to the fullest extent permitted under applicable law, jurisdiction and venue of any other matter or dispute not subject to arbitration shall reside exclusively in the Superior Court of the Province or Territory in which you reside to the exclusion of all other venues and forums and you hereby waive any and all objections to such venue, including personal jurisdiction and forum non-conveniens.

39.   Except as provided herein, and to the fullest extent permitted under applicable law, this Agreement is to be construed in accordance with and governed by the laws of the Province or Territory in which you reside, without regard to its choice of law or conflicts of law principles.

40.   None of the provisions of this Agreement shall operate to prevent access to any applicable statutory complaint or investigation process.

41.   Negotiation and Mediation. In the event of a dispute, claim, or controversy arising from or relating to this Agreement, the Parties agree to try to resolve such dispute informally. In this regard, the aggrieved Party shall send a “Notice of Dispute” to the other Party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved Party. The Parties agree to use reasonable, good-faith efforts to settle any dispute through consultation and good-faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the Parties. If the Parties are unable to agree on a mediator, the Parties agree that the ADR Chambers shall designate a mediator. Unless the Parties agree otherwise, including conducting the mediation telephonically or by videoconference, the mediation shall take place in the Province or Territory in which you reside or have your principle place of business within six (6) months following delivery of the Notice of Dispute. The Parties agree that the dispute resolution procedure set forth in this paragraph is a condition precedent that must be satisfied before initiating any arbitration against the other Party.

42.   AGREEMENT TO ARBITRATE.  YOU AND COMPANY MUTUALLY AGREE THAT ANY CLAIM OR DISPUTE BETWEEN THEM ARISING FROM OR RELATING TO THIS AGREEMENT, IN WHICH EITHER PARTY SEEKS MORE THAN $10,000,  AND WHICH CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION, SHALL BE SUBMITTED TO  BINDING INDIVIDUAL ARBITRATION BEFORE A SINGLE ARBITRATOR PURSUANT TO THE ARBITRATION RULES OF THE ADR CHAMBERS.  THE RULES AND PROCEDURES of THE ADR CHAMBERS are available at http://adrchambers.com/ca/arbitration/regular-arbitration/arbitration/rules/. Copies of the ADR Chambers Commercial Arbitration Rules and Mediation Procedures will be mailed to you upon your request to the Company. BY AGREEING TO ARBITRATE, THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.

a.          Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in the Province or Territory in which you reside or have your principle place of business, although either party may elect to participate in the arbitration by telephone or videoconference. Each Party shall be responsible for its own legal fees.  Responsibility for all other arbitration fees and costs, including filing fees, shall be apportioned in accordance with the Rules and Procedures of the ADR Chambers.

b.          Although this agreement to arbitrate is made and entered into between you and the Company, the Company’s affiliates, owners, members, managers, and employees (“Related Parties”) are intended third-party beneficiaries of the Agreement, including this agreement to arbitrate.

c.          This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity, or enforceability of this agreement to arbitrate shall be determined by the arbitrator.

d.          Either party may initiate an arbitration by providing a Notice to Arbitrate to the other:

·            The notice must provide a description of the dispute and the relief sought to be recovered.  A sample of a Notice to Arbitrate can be found at http://adrchambers.com/ca/arbitration/regular-arbitration/arbitration/rules/;

·            Three copies of the Notice to Arbitrate plus the appropriate filing fee must also be sent to ADR Chambers, 180 Duncan Mill Road, 4th Floor, Toronto, Ontario  M3B 1Z6;

·            A copy of the Notice to Arbitrate must be sent to the other party in accordance with the notice provisions hereof.

43.   Class Action Waiver. You waive your right to have any dispute or claim brought, heard, or arbitrated as a class or class action, and the Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class, representative or collective action. Notwithstanding any other provision in this Agreement, the Parties agree that any claim or contention that all or part of this class action waiver is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator. 

44.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES (INCLUDING THE RELATED PARTIES) AGREE THAT EACH PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM IN THAT PARTY’S INDIVIDUAL CAPACITY ONLY AND NOT AS A CLAIMANT, PLAINTIFF, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ADR CHAMBERS’ RULES, THE ARBITRATOR SHALL HAVE NO AUTHORITY TO HEAR THE PARTIES’ DISPUTES ON A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE BASIS AND, ACCORDINGLY, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES AND MAY NOT OTHERWISE PRESIDE OVER ANY PROCEEDING ON A NON-INDIVIDUAL BASIS EXCEPT WITH THE WRITTEN CONSENT OF ALL PARTIES TO AN ARBITRATION PROCEEDING.

45.   TO THE EXTENT THAT WAIVER OF THE RIGHT TO HAVE ANY CLAIM OR COUNTERCLAIM HEARD ON A REPRESENTATIVE BASIS IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT SUCH CLAIMS SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION. THE PARTIES FURTHER AGREE THAT IF SUCH A STAY IS LIFTED, UNLESS PROHIBITED BY APPLICABLE LAW, SUCH CLAIMS SHALL BE LITIGATED IN ACCORDANCE WITH THE GOVERNING LAW, JURISDICTION, AND VENUE PROVISIONS HEREIN.

46.   Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, or lost profits or revenues, arising out of, relating to, or in connection with any beach of the Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not the breaching party was  advised of the possibility of such damages, or (c) the legal or equitable theory (contract, tort, warranty or otherwise) upon which the claim is based. The parties further waive all claims to exemplary and punitive damages.

47.   Arbitration Procedures:  Notwithstanding the rules of ADR Chambers, the following will apply to all arbitration actions:

a.          The Parties agree that time is of the essence.

b.          The arbitration will be conducted in English (with appropriate translators as may be necessary).

c.          The Parties will be allotted equal time to present their respective cases, including cross-examinations.

d.          The decision of the arbitrator will be final and binding on the Parties and may, if necessary, be reduced to a judgment in a court of law. Any motion or action to confirm, vacate, modify, or otherwise enter judgment on the award shall comply with the provisions herein. Further, to the fullest extent allowed by law, any Party seeking to enforce an award of an arbitrator shall submit the award under seal to maintain protections of Confidential Information, and the Parties hereby agree and consent to the filing of such a submission, motion, or order under seal.

e.          The arbitrator will have no authority to award punitive damages, except where an applicable law or statute expressly require otherwise.

f.            The arbitrator’s award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.

g.          The arbitration shall be brought on an individual basis and not as part of a class or consolidated action.

h.          The parties specifically waive their rights to trial by jury or by any court except as expressly provided herein.

i.             The arbitrator shall have complete discretion over the discovery and production process except that the ADR Chambers may not administer any multiple claimant or class arbitration.  In this regard, the parties specifically agree that they may bring disputes against the other party only in an individual capacity and not as a class member in any purported class or representative proceeding, including without limitation, any class action or class arbitration.  The arbitrator shall not combine or consolidate more than one party’s claim without the written consent of all affected parties to an arbitration proceeding.  The ADR Chambers may not administer any multiple claimant or class arbitration as the parties specifically agree that the arbitration shall be limited to the resolution only of individual claims.

j.             The parties agree that the arbitrator is without authority to:

(i)          Award relief in excess of what this agreement provides;

(ii)       Award consequential or punitive damages or any other damages not measured by the prevailing party’s actual, direct damages; or

(iii)     Order consolidation or class arbitration, consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

k.          Each party shall have the right to be represented by a lawyer at the arbitration.

l.             The decision of the arbitrator shall be final and binding on the parties and such decision may, if necessary, be reduced to a judgment in a court to which the parties have consented to jurisdiction as set forth in the Agreement.  This Agreement shall survive the cancellation or termination of the Agreement.

m.       The arbitration will occur within 180 days from the date on which the arbitrator is appointed, and the final hearing will last no more than five business days.

n.          There will be one arbitrator selected from the roster of ADR Chambers arbitrators, using the ADR Chambers’ rules for arbitrator selection.

o.          The arbitrator shall institute discovery consistent with the goals of arbitration. Discovery and disclosure of information will be conducted under the rules provided by the ADR Chambers to achieve the usual goals of arbitration, including cost effective and efficient resolution of disputes between parties.

p.          For controversies and claims in which the amount in controversy is less than $10,000, so long as equitable relief is not also sought, a claim maybe brought before the Small Claims Court or the court of general jurisdiction in which you reside or have your principle place of business.

q.          Except as provided herein, the arbitrator shall have the exclusive power to determine and rule upon challenges to the arbitrator’s jurisdiction to preside over the dispute, including any objections with respect to the existence, scope, or validity of this Agreement and/or to the arbitrability of any dispute. The arbitrator shall not have the authority to determine whether the arbitration can proceed on behalf of or against a class.

48.   Protection of Confidential Information. The Parties understand and agree that Company has valuable trade secrets and confidential information. The Parties agree to take all necessary steps to protect from public disclosure such trade secrets and confidential information in any proceeding brought pursuant to this Agreement.

49.   With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.  Without limiting the generality of the foregoing, the Parties shall not disclose to third parties:

a.          The substance of, or basis for, the controversy, dispute or claim;

b.          The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;

c.          The pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding;

d.          The terms or amount of any arbitration award or;

e.          The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

50.   Temporary Injunctive and Enforcement Relief. Except as provided herein, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter has been submitted and determined as provided here, and then only for the enforcement of such arbitration award. Notwithstanding this Agreement, any Party may apply to a court of competent jurisdiction as necessary to enforce an arbitration award, or to seek a temporary restraining order or temporary or preliminary injunction to ensure that the relief sought in arbitration is not rendered ineffectual during the pendency of, or after the rendition of, a decision in any arbitration proceeding. In particular, and without limitation, you acknowledge that the restrictive covenants herein are reasonable and necessary to protect the legitimate interests of the Company. You further acknowledge that your breach of such provisions and covenants would cause the Company irreparable harm, the amount and extent of which would be very difficult to estimate or ascertain, and for which the Company may have no adequate remedy at law. Therefore, you agree that the Company shall be entitled to obtain preliminary injunctive relief, a temporary restraining order, specific performance, or such other equitable relief as may be required to prevent you from breaching or threatening to breach such provisions and covenants. Furthermore, notwithstanding anything to the contrary herein, to the extent a Party contests the jurisdiction of any court to preside over claims for a temporary restraining order or temporary or preliminary injunctive relief as described herein, the court in which such claim is made shall have exclusive jurisdiction to determine whether it has jurisdiction to preside and rule upon a Party’s request for the court to issue a temporary restraining order or temporary or preliminary injunction. The institution of any action shall not constitute a waiver of the right or obligation of any Party to submit any claim seeking relief other than that provided in this paragraph to arbitration.

51.   Time Period to Assert Claims. If you or the Company wish to bring an action against the other for any act, occurrence, or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under provincial or territorial law. Failure to bring such action within such time shall bar all claims for such act or omission. The Parties waive all claims that any other statute of limitations applies.

52.   Notices. All notices required or permitted to be given under this Agreement must be in writing. The Company may provide you notice by sending an e-mail to the address on file with the Company, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE EMAIL ADDRESS ON FILE WITH THE COMPANY IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE COMPANY SENDING AN EMAIL TO THAT ADDRESS.

Notice to the Company shall be provided by means of U.S. mail, postage prepaid, addressed to:

1739 Berkeley Street

Attn: Legal Department

Santa Monica, California 90404

Such notice to the Company shall be effective upon receipt by the Company.

53.   Survival.  The Parties agree that Sections 2, 21-23, 27-31, 33, 35-36, 38, 41-43, and 50-52 shall survive any termination or expiration of this Agreement.  

Appendix 1 – Commission Structure

Commissions are structured as follows:

a.         Retail Commission Structure

(i)          40% Commission on the first order placed by a new client.

(ii)       20% Commission on all subsequent orders from the same client.

b.         Monthly Sales Bonus

You are eligible for additional bonuses based on your total Net Sales Amount within a calendar month:

(i)          5% Bonus on total monthly sales of $500 or more.

(ii)       10% Bonus on total monthly sales of $1,500 or more.

Bonuses are calculated based on the total Net Sales Amount within the designated period and are applied in addition to the standard Retail Commission.

All payments will be made in the local currency of your country of residence, limited to U.S. Dollars (USD) for participants in the Program based in the United States and Canadian Dollars (CAD) for participants based in Canada.

All earnings displayed in the dashboard will appear in U.S. Dollars (USD), regardless of your payment currency.

Payments will be issued monthly by the 15th of the month. Payment may not be reflected until the next business day.

 

 

Appendix 2 – Referral Bonus Program

 

1.     Enrollment and Referral Process. You may refer third parties who have never previously registered as participants in the Program (each, a “Referred Participant”) by sharing a dedicated Referral Link provided by the Company (the “Referral Link”). To qualify for a referral bonus, the Referred Participant must use the Referral Link to complete enrollment and accept the Counter Beauty Seller Agreement.

The Referred Participant’s enrollment is subject to acceptance by Counter Beauty. A Referred Participant may only be referred once. If a Referred Participant has previously enrolled using a Referral Link provided by another participant in the Program, they are not eligible to be referred again by you.

a.          Activation Requirement. To trigger a Referral Bonus, the Referred Participant must activate their account by generating at least $250 in cumulative Net Sales Amount, as defined in the Agreement. Once the Activation Requirement is met, you become eligible for a one-time Referral Bonus.

b.          Referral Bonus Structure. The Company will compensate you as follows:

·       $100 Bonus: Earned when one (1) Referred Participant successfully activates.

·       $500 Bonus: Earned when a total of ten (10) Referred Participants successfully activate.

Referral Bonuses are one-time payments and are not contingent on any additional or future sales activity of the Referred Participant.

2.     Referral Bonus Payment Terms. Referral Bonuses will be paid per the Company's standard commission payment schedule and are subject to verification. Payments may be delayed or adjusted due to returns, cancellations, or other factors that affect eligibility. If the Activation Requirement is not met, no Referral Bonus will be awarded.

3.     General Conditions. You must be a current Brand Partner in compliance with this Agreement as of the applicable payment date to receive any amounts due.

a.          Referred Participants may not place orders on behalf of themselves or another individual participating in the Program, coordinate sales with other individuals participating in the Program to meet the Activation Requirement, or otherwise attempt to manipulate the Referral Bonus Program.

b.          Any attempt to manipulate the Referral Bonus Program, including but not limited to self-referrals, duplicate accounts, or fraudulent referrals, may result in remedial action, up to and including termination of your account and forfeiture of any earned but unpaid Referral Bonuses.

c.          The Company reserves the right to modify, suspend, or terminate the Referral Bonus Program at any time, at its sole discretion.

 

 

 

Updated and effective: July 1, 2026

Terms and Conditions

This Brand Partner Agreement (the “Agreement”) contains the Terms and Conditions that apply to your participation in the Counter Beauty Inc. ( the “Company”) Brand Partner Program (the “Program”) and the establishment of links from your website(s) or other digital location(s), such as your social media page(s) (also referred to as “your Site”) to Counter.com (“Company’s website”). 

This Agreement is made and entered into by the Company and you, the applicant. As used in this Agreement, "you" and "your" mean the applicant; if the Company accepts your application, you may also be referred to herein as “Brand Partner.” The Company and you are collectively referred to below as the “Parties” and may each be referred to as a “Party.”   

By submitting your application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and continue to comply with, this Agreement throughout the full duration of your participation in the Program. The effective date of this Agreement is the date the Company accepts your application. If accepted, you will receive an email acknowledging your acceptance into the Program.

Introduction

1.             Enrollment & Approval. To participate in the Program, you must reside in the Canada, be the greater of 18 years of age or the age of majority in your jurisdiction, be a member of Company’s Total Rewards loyalty program (“Total Rewards”), and complete and submit an application through the Company’s website. The Program is not open to residents of other countries or jurisdictions (other than the U.S.). The Company reserves the right, in its sole discretion, to approve, reject, or revoke any application for any reason or no reason. Submission of an application does not guarantee acceptance into the Program.

Upon acceptance by the Company, these Terms and Conditions, together with the Commission Structure outlined in Appendix 1 and the Referral Bonus Program outlined in Appendix 2, which are  incorporated by reference, constitute the entire agreement (the “Agreement”) between you and the Company and supersedes all prior communications, understandings, or agreements between them.  

Under the terms of this Agreement, upon acceptance of your application by the Company:

a.           You are authorized to promote Company products and facilitate customer referrals to the Company’s website in accordance with this Agreement; and

b.           You have the opportunity to earn commissions, bonuses, Total Rewards benefits, or other incentives in accordance with the Commission Structure outlined in Appendix 1 and the Total Rewards Brand Partner Benefits outlined in Appendix 2.

2.           Independent Contractor Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and the Company. You are an independent contractor and are not an employee, consultant, legal representative, or franchisee of the Company. You are not authorized to make any representations, warranties, or commitments on behalf of the Company. You are solely responsible for your own expenses, taxes, permits, licenses, and compliance with applicable laws.

Responsibilities

3.           Sales via Social Media or Other Online Platforms. It is your responsibility to follow each social media site or other online platform’s terms of use.   

Setting up an online storefront or using another platform to accept orders and/or complete payment for Company products is not permitted whatsoever. This restriction applies to any and all third-party online commerce platforms currently known or unknown, including but not limited to Amazon, eBay, and Poshmark.

4.           Soliciting Sales on Others’ Social Media & Online Sites. You may use your own websites (individually or collectively referred to as “your Site”), social media pages, or profiles to build your customer base. You may not solicit sales through any online presence owned, operated, or maintained by the Company or by any other individual participating in the Program. This includes comment sections, forums, or other interactive features.   

5.           Keywords and Domains. You may not use, purchase, or otherwise incorporate any Company marks or any derivatives, misspellings, or variations of such marks, or anything confusingly similar thereto in any domain name, social media handles, email address, or in an effort to direct online traffic to your online presence. Such efforts may include, but are not limited to, paid advertising (e.g. DoubleClick, Adtech, Criterio, etc.), paid search placement, meta-tagging, domain name registration, redirects, pay-per-click services, and/or Search Engine Optimization (SEO) strategies.   

6.           Earnings Claims. You may refer to the Program, Commission Structure, and Total Rewards Program using only information published by the Company. All descriptions must be accurate, factual, and consistent with the Company’s published materials. You may not suggest or imply that specific earnings are typical, guaranteed, or easily achieved. All claims about the Program must be truthful and not misleading.

7.           Product Claims. You may only use product descriptions or product-related claims that appear in official Company publications or on its website. All statements must be truthful, accurate, and consistent with how the Company markets its products. You may not suggest or claim that a Company product can diagnose, treat, cure, mitigate, or prevent disease or otherwise affect the structure or function of the body. You may not represent or imply that any government agency or body has approved or endorsed the products.

8.           Media Inquiries. If you receive a media inquiry relating to the Company, please direct it to G2Gmedia@counter.com.

9.           Reputation & Conduct. You agree not to commit any act or engage in any conduct that, in the sole discretion of the Company, brings the Company into public disrepute, contempt, scandal, or ridicule, or that insults or offends the general community to which the Company’s advertising materials or products are directed, or that might tend to harm the Company or any of the Company’s products, services, employees, other Brand Partners, or the Company’s third party suppliers.  You represent that you and anyone affiliated with you are not, and have not been, a party in a lawsuit that alleged misconduct or other wrongdoing by the Company, its affiliates, or their respective officers, directors, shareholders, agents, employees, and representatives.  The Company reserves the right to immediately terminate this Agreement if it finds you have violated this section.  

10.        Sole Responsibility for Your Site. You are solely responsible for the development, content, and maintenance of your Site, social media profiles, advertising channels, or other platforms you use to participate in the Program. This includes ensuring all promotional materials are current, compliant, and consistent with Company guidelines.

During the term of this Agreement, you must:

a.           Ensure that all links, product descriptions, and promotional content reflect the most up-to-date information provided by the Company.

b.           Ensure that all materials used in connection with the Program and the Company’s products are accurate, appropriate, and do not infringe upon the rights of any third party, including but not limited to copyrights, trademarks, privacy rights, or other proprietary rights.

c.            Refrain from posting or distributing any content that is unlawful, untruthful, defamatory, misleading, or otherwise inconsistent with the terms of this Agreement.

d.           Comply with all applicable: (i) federal, provincial, territorial, and municipal laws and regulations, including those relating to privacy, data collection, advertising disclosures, and (ii) governmental and industry self-regulatory codes, standards, guidelines, and policies. This includes clearly displaying a privacy policy and any other required notices and disclosures (including, without limitation, affiliate marketing and “material connection” disclosure statements) on websites and marketing platforms you own.

Program Operations and Commission Terms

 

11.          Policies and Pricing. Customers purchasing Company Products through the Program will be deemed the Company’s customers. All rules, policies, terms and conditions, and operating procedures concerning customer orders, customer service, and product sales of the Company will apply to those customers. The Company may change its rules, policies, terms and conditions, and procedures, at any time, at its sole discretion.

 

12.        Order Processing. The Company reserves the right to reject orders that do not comply with any and all requirements that the Company, in its sole discretion, may establish from time to time. A third-party processor handles financial transactions, including payment processing and payment returns. The Company tracks sales made to customers who place orders that are credited to a Brand Partner as set forth in this Agreement (each, a “Client”) and uses commercially reasonable efforts to ensure that you have 24-hour online access to view tracking and performance data (other than times during which this may not be possible, such as during maintenance times or in the event of an unforeseeable occurrence) for Client orders credited to you.

 

13.        Profile Maintenance. You are solely responsible for ensuring that any profile information provided, including bank account or other payment information, is accurate and kept up to date. The Company is not liable for delayed or missed payments due to incomplete or incorrect information. 

 

14.        Commission Eligibility. Subject to the terms of this Agreement and as set forth in Appendix 1, you can earn commissions when a Client successfully places a purchase that is attributed to you as follows: (a) through the Company’s website when a Client chooses you as their Brand Partner or through your unique link provided by the Company that you may use to refer Clients to the Company’s website (each a “Qualifying Link”); (b) during the ninety (90) day period following a Client's interaction with a Qualifying Link ("Cookie Window"), if applicable; or (c) if you enrolled as a Brand Partner on or before August 31, 2026, when a Client becomes tethered to you as a Brand Partner, if applicable (each, a “Qualifying Purchase”).

 

Commissions are paid on actual Net Sales Amount, defined as the revenue actually received by the Company from Qualifying Purchases, less amounts for product credits, discounts, coupons, returns, and transaction-based costs and expenses, including not limited to sales tax, shipping and handling fees, other services, and credit card fraud or other bad debt.

 

Commission rates, Tethering and other incentives are outlined in the Company’s Commission Plan Structure set forth in Appendix 1. Additional earnings opportunities and other benefits, including but not limited to those under the Total Rewards Program, may be made available to Brand Partners at the Company’s discretion. All such earnings are subject to the terms of the applicable incentive program and are incorporated into this Agreement by reference.

 

15.        Determination of Earnings and Payment Responsibility. All determinations regarding whether a transaction qualifies as a Qualifying Purchase, and whether a commission, bonus, or other incentive is payable, will be made by the Company in its reasonable judgment and will be final and binding on both you and the Company.  

You are solely responsible and liable for any and all taxes, contributions, penalties, currency conversion costs, or other amounts arising from commissions, bonuses, or other payments received through the Program.

16.        Payment Conditions and Eligibility. The creation or maintenance of an account does not guarantee any commissions, bonuses, or other payments. All earnings under the Program are subject to verification and acceptance by the Company. You must be a current Brand Partner in compliance with this Agreement as of the applicable payment date to receive any amounts due.

The Company may, at its sole discretion, extend payment deadlines in the event of extenuating circumstances and will use best efforts to inform you as soon as practicable of such extensions. The Company may change payment deadlines upon reasonable written notice to you.

 

17.        Qualifying Links Not for Personal Use or Resale. You may not purchase Company products during Sessions initiated through your own Qualifying Link for personal use or resale of any kind. Your Qualifying Link is intended solely for Client use. Therefore, if you make a purchase on behalf of a Client using your own Qualifying Link, it will not be considered a Qualifying Purchase and will not generate any commissions. The Company expressly prohibits placing orders for any reason other than bona fide Client demand.  

18.        Reversals, Fraud Prevention, and Misuse of the Program. All commissions, bonuses, and other payments under the Program are subject to verification and may be reversed or withheld in the event of order cancellations, errors, duplicate tracking, returns, disputed charges, fraudulent activity, or any violation of this Agreement. If the Company suspects such activity, it may request clarification or additional information related to specific orders, clicks, or account behavior. You agree to cooperate fully and respond promptly and honestly.

You may not engage in any activity that deceives, misleads, or manipulates the tracking, attribution, or distribution of earnings under the Program. Prohibited activities include, but are not limited to:

a.           Operating multiple accounts to artificially inflate commissions or bonuses.

b.           Misrepresenting the identity of a Brand Partner or Client.

c.            Using false, misleading, or incomplete contact information.

d.           Placing orders for purposes other than bona fide consumer demand.

e.            Engaging in technical manipulation tactics, including but not limited to:

·       Cookie stuffing or triggering tracking without user action.

·       Search manipulation (e.g., keyword stuffing, deceptive redirects, or purchasing ads that direct traffic to the Company’s website while still attributing referral credit).

·       URL hijacking or redirect schemes to force a tracked session.

·       Domain spoofing or imitation of Company-owned properties.

·       Use of toolbars, browser extensions, or plugins to inject tracking without user intent.

·       Generating traffic through click fraud, bots, or other automated means.

·       Unauthorized scraping or spidering of Company websites.

Violations of this section may result in remedial actions set forth in Section 37 of this Agreement.

Legal and Compliance

19.        Marketing and Disclosure Compliance. You must comply with all applicable governmental and industry self-regulatory codes, standards, guidelines, and policies, including, without limitation, the Competition Bureau, Ad Standards, and all applicable provincial and territorial consumer protection authorities’ codes, guidelines and policies. You must also clearly and conspicuously include a disclosure statement that discloses your relationship with the Company in every marketing or promotional activity that references the Company, its products, or includes a Referral or Qualifying Link.

a.           A disclosure statement must appear on every webpage, blog, email, or social media post that contains a Referral or Qualifying Link, and/or contains an endorsement, review, or other promotional content referencing the Company, the Program, or any of the Company’s products. This includes all instances in which it is not otherwise clear to a consumer that the content is part of an affiliate-compensated relationship.

b.           A disclosure statement must be placed as close as possible to promotional claims and must appear “above the fold” (i.e., visible without scrolling or otherwise requiring the consumer to take any action) such that it is unmissable. Pop-up disclosures or links to separate disclosure pages are not permitted.

c.            When sharing links on social media, you must use the platform’s built-in disclosure tools (e.g., Instagram’s “Paid Partnership” tag), but may not rely solely on those tools. You must also include a clear disclosure statement, such as “#CounterPaidAffiliate” or “#CounterPaidPartner,” directly adjacent to the Referral or Qualifying Link.

d.           If you receive a product from the Company at no cost, this must be clearly disclosed in the same manner as described above.

e.            You may not create, publish, distribute, or authorize any content (including emails) that appears to be sent by or on behalf of the Company. You must not represent yourself as an employee, agent, or official spokesperson of the Company. 

For more information, please refer to the Ad Standards Influencer Marketing Committee Disclosure Guidelines (notably, the section titled Affiliate Marketing) at Influencer Marketing – Ad Standards. 

20.      Email/Text Marketing. Canada has strict laws regulating the sending of commercial emails, text messages, and other commercial electronic messages that are sent to electronic addresses- the federal Canadian Anti-Spam Law (“CASL”). You are required to be familiar with the requirements of CASL and may only promote your participation in the Program in compliance with them and with the requirements of this section.

Commercial Electronic Messages

CASL is strict anti-spam legislation, and you are required to be familiar with and comply with all of its requirements in promoting your participation in the Program. Commercial electronic messages sent by you require strict adherence to the applicable law, including CASL and all of the following requirements. If the Company determines that you have violated CASL or any of the requirements of this section 21, then the Company may, at its discretion, terminate the Agreement. In addition to violating this Agreement, not complying with CASL can result in regulatory enforcement actions, which include severe financial penalties, potentially including a fine of up to $10,000,000 CAD. You will be held fully responsible for your awareness of and compliance with all laws and regulations applicable to commercial electronic messages, including CASL.

Except as provided in this section, you may not use or transmit unsolicited text messages, unsolicited email (including ‘one to one’ unsolicited email and ‘mass’ unsolicited email), direct messages through social media, or other commercial electronic messages sent to an ‘electronic address’ or engage in any other behaviour which constitutes a form of “spamming”.  The terms "commercial electronic message" and “email” mean the transmission via electronic messages or electronic mail, to an electronic address, of any material or information that “encourages participation in commercial activity”. This includes advertising or promoting the Company, its products, the Total Rewards program, the Program, its commission plan, any other aspect of the Company, or your participation in the Program. This includes sending such messages by either email or SMS/text, and also other electronic forms of communication such as direct messages through social media.

Consent

CASL requires the consent of the recipient before they are sent commercial electronic messages and has strict requirements for how you obtain consent before you send a commercial electronic message. This Agreement describes such messages as “commercial electronic messages”, however you must understand that they include any commercial messages sent to an “electronic address” (this includes messages sent by email, SMS, text messages, and direct messages through social media). 

Prior to sending a commercial electronic message, you must use an express consent mechanism to obtain consent to send commercial electronic messages in compliance with CASL. Simply adding a person’s contact information to a list or claiming they have an existing relationship with you is not permitted.

The consent used by you must include all of the following:

·       An individual must first ask to be added to your marketing list. Assumed consent, such as offering the individual the ability to opt out, rather than opt in, is not permitted.

·       The mechanism through which you seek consent must require a positive action from the individual to indicate their consent. For example, the individual may be asked to tick an unticked box, or to supply their email address for the sole purpose of receiving commercial electronic messages from you. ‘Implied’ forms of consent, such as pre-ticked boxes or boxes to ‘opt out’, are not permitted.

·       You may not send email or other electronic messages in order to ask for consent to send further electronic messages.

·       The language used to ask for consent must state all of the following:

a) That the person is agreeing to receive commercial electronic messages relating to the Company, its products, and the Company's opportunity;

b) That the person is agreeing to receive commercial electronic messages from you as an independent contractor;

c) Your name;

d) Your mailing address, or a mailing address you use as an independent contractor;

e) Either a telephone number with access to voicemail, an email, or a web address, you can be contacted at in respect of your participation in the Program; and

f) A statement of consent can be withdrawn.

You must have a consent that meets the above requirements from each email address or other electronic address to which you send messages, and must retain proof of having obtained such consent. You may not use email addresses or other electronic addresses that were acquired from "partners", such as a list broker, online source, or other contact other than the Company. 

If you send commercial electronic messages, you must maintain a database that contains the following information about your recipient list and the messages you send:

i. The date and time on which the recipient provided consent to receive commercial messages,

ii. The language used to provide that consent,   

iii. The commercial electronic messages that you have sent, the dates on which they were sent, and the recipients of each message, and 

iv. Any unsubscribe requests that you received (including their date and the address that made the request), and the date on which you implemented the request (i.e., by removing the relevant address from your contact list).

Message Content

In addition to requiring consent as described above, CASL requires specific information to be included in all commercial electronic messages, regardless of whether they are sent by email, text message/SMS, or other electronic means.

All commercial electronic messages that you send in relation to your participation in the Program must include:

1)            Your name,

2)          Your mailing address, or a mailing address you use for your participation in the Program;

3)          Either a telephone number with access to voicemail, email, or a web address, you use for your participation in the Program; and

4)          An ‘unsubscribe mechanism’. The unsubscribe mechanism must be available at the bottom (or top) of each commercial electronic message you send. The mechanism must indicate that the message recipient may reply to the message (for example, by reply email or text message) to ask not to receive further commercial electronic messages from you as an independent contractor. As an independent contractor, you must honor upon all unsubscribe requests that you receive within one business day. All unsubscribe requests must also be processed before any additional commercial electronic messages are sent out (i.e., you may not send any further commercial electronic messages to a recipient that has provided an unsubscribe request). You must also implement any unsubscribe requests that are provided to you by the Company.

It is prohibited to include any deceptive subject lines or message content and/or false header information in any commercial electronic messages you send. For example, it must be clear that the messages you send are meant to promote the Company, its products, and/or the Company opportunity (i.e., the fact that the message is an advertisement, and the nature of what it is promoting, must always be clear). 

Please note that the requirements of this Section (both in respect of consent, and in respect of message content) do not apply to a single reply message that you send in response to a question or inquiry you receive from the person you are replying to (such messages must still not be misleading in any manner). For example, if someone proactively sends you an email with a question, you may reply to their question by email without obtaining the consent described above. However, you may not then add that email address to a marketing list unless the above requirements are followed. 

21.        Use of Company Trademarks. The name “Counter” and other names, trademarks, logos, images, and/or copyrighted materials used by the Company and/or any related/affiliated entity are proprietary (the “Company Marks”).  The Company grants you a limited, nonexclusive, non-transferable license to use the Company Marks during the term of this Agreement, provided that such use complies with the provisions of this Agreement. In addition, any and all use of the Company Marks shall be consistent with the superior quality and image associated with the Company and its products and shall not in any way adversely affect the good name, reputation, or image of the Company and its Products. The Company reserves the right to revoke your limited license to use the Company Marks in its sole discretion.  All goodwill arising from your use of the Company Marks inures to the Company’s benefit.

22.      Confidential Information. You acknowledge that the Company may provide you with proprietary or non-public information and reports relating to your sales activity, other Brand Partners, products, or Clients (“Confidential Information”). Confidential Information may include, but is not limited to, reports and compilations generated by the Company that are made available to you, sales information, Product information, launch information, forecasts, projections, or other materials furnished or prepared by the Company for your use. You acknowledge that the Company is the sole owner of any and all Confidential Information provided to you pursuant to this Agreement. In this regard,  you shall: (i) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use, or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by the Company to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or indirectly make any use whatsoever of the Confidential Information, except for purposes of performing services under this Agreement. You and the Company each acknowledge that the restrictions in this paragraph are reasonable efforts of the Company to protect and maintain the Confidential Information. Your obligation regarding confidentiality shall survive for so long as the Company may, in its sole discretion, consider the Confidential Information to be confidential. You shall not directly or indirectly use Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company’s products or services.

23.      Privacy, Security of Customer Data and Confidential Information. You must comply with all applicable privacy and data security laws, including security breach notification laws, in all cases where you collect, use, disclose, or otherwise process Personal Information. “Personal Information” will include any information that may allow an individual to be identified, either on its own or when combined with other information (including automatically collected information like IP address). Personal Information includes both information about other Brand Partners, information about customers, and information about prospective customers and/or Brand Partners. As an independent consultant under this program, the Personal Information you process may include the operations of other Brand Partners and customer data, the information of persons who are interested in joining the program, and information about purchasers or prospective purchasers of Company products. This section provides you with information about how you are required to protect both Personal Information and Confidential Information, and applies in addition to the obligations set out under section “Confidential Information”. 

a.           You must treat all Personal Information received in the course of operating your participation in the Program in accordance with the Company’s Privacy Policy, which is available at Counter.com. Further, by entering this Agreement, you understand and agree that your Personal Information may be processed in accordance with the Company’s Privacy Policy.

b.           You are required to be familiar with and to comply with the laws applicable to the protection and processing of Personal Information, and to the principles of privacy and confidentiality. You are required to safeguard the privacy of and maintain the confidentiality of Confidential Information and Personal Information, including customers’ and other Brand Partners’ financial and account information and any other Personal Information they provide in the course of operating their participation in the Program in accordance with all applicable data protection laws and regulations, this Agreement, and the Company’s Privacy Policy. 

c.            You must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Personal Information, and to maintain its accuracy. Appropriate safeguards for electronic and paper records may include but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files or locking up physical files containing Confidential Information or Personal Information and (iv) shredding or irretrievably deleting Confidential Information and Personal Information once it is no longer needed for the purposes for which it was collected. Any payment, credit card, or other sensitive payment information belonging to another Brand Partner, customer, or other individual may not be retained longer than needed to process the payment the card owner has agreed to, and then it must be redacted or destroyed. When disposing of any paper or electronic record containing Confidential Information or Personal Information, you must take all reasonable steps to secure the information while it is being destroyed. This may include using secure destruction methods such as: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the information so as to make it unreadable, unreconstructible, and indecipherable through any means. Upon request, you must certify to the Company that all forms of the requested Confidential Information and Personal Information have been destroyed.

d.           In the event of an actual or suspected security breach affecting Confidential Information or Personal Information, where required by the applicable law, or if the Company determines it advisable, you shall promptly notify the affected customers and the Company in writing after becoming aware of such security breach and specify the extent to which Confidential Information or Personal Information was disclosed or compromised and shall promptly comply with all applicable security breach disclosure laws. You, at your expense, shall cooperate with the Company and affected customers and use your best efforts to mitigate any potential damage caused by a security breach, including by sending notice to the affected individuals, government or regulatory agencies, and consumer reporting agencies, if such notification is required by law.

e.            As a Brand Partner, you must limit the number of employees, subcontractors, or other persons who have access to the Personal Information that you hold to those needed to assist you in your participation in the Program. Any person whom you allow to access Personal Information must be under a written obligation of confidentiality and security at least equivalent to that which applies under these Terms and Conditions.  

f.             You must not share Personal Information, including, without limitation, financial information, about current or former customers, Brand Partners, or any other individuals, with any third parties, except as permitted by these Terms and Conditions, or as required by applicable laws and regulations, or court orders.

g.           As a Brand Partner, you have the responsibility and are personally accountable for treating all Confidential Information and Personal Information confidentially and for using, storing, and handling it solely and exclusively for the limited purpose of  your participation in the Program in compliance with all data protection and privacy laws, regulations and standards, these Policies and Procedures, and the Company Privacy Policy. You are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Confidential Information or Personal Information to any person or entity for any purpose other than that for which it was provided to you, and in the case of Personal Information, to which the individual to whom the information pertains has consented. 

h.           In the case of Confidential Information or any Personal Information you obtain from Company, you may use and disclose that information only in those manners that Company specifically identifies to you. All such information remains the property of the Company. You must cease processing it and must return it to Company or securely destroy it if Company asks, or if your Agreement expires or is terminated. You must inform the Company of any withdrawals of consent you receive in respect of any Personal Information provided to you by the Company. You must also notify the Company promptly in the event that they receive any request from any individual for access to that person’s Personal Information, or if you receive a complaint or inquiry from an individual or a regulator regarding privacy or Personal Information.   

i.              Canadian privacy law allows individuals to withdraw their consent to the processing of their Personal Information. If an individual withdraws their consent, you must cease collecting, using, or disclosing that individual’s Personal Information. You must also implement any withdrawals of consent that are provided to you by the Company. Individuals also have other rights in respect of their Personal Information, which you must understand and honour. These include the right to access their own Personal Information (but not that of other people), the right to correct it if it is incorrect, and in some jurisdictions and circumstances, rights of data portability or erasure. 

j.              As a Brand Partner, you must obtain the clear, meaningful, and informed consent of each individual whose Personal Information you process. You must obtain such consent before you collect, use, or disclose their Personal Information. For any Personal Information that you provide to the Company, this must include the individual providing their consent to the Company's Privacy Policy located at Counter.com.

k.            You must limit the collection, use, disclosure, and retention of Personal Information to that needed for the purposes you have disclosed to the individuals whom the information is about and to which those individuals have consented. Those purposes must be reasonable. Consent to collect or process Personal Information may not be a condition of service unless the processing of information being consented to is necessary to provide the service. For example, if goods are being delivered, the individual would be required to provide delivery information. However, an individual could not be required to agree to receive marketing material as a condition of purchasing a product. Personal Information collection must be handled with integrity, and its collection should cover only what you need to facilitate a sale or the enrollment of another participant.

l.              You must ensure that the Personal Information you process is processed only in that jurisdiction in which the individual to whom the information pertains resides. However, you understand and agree that information provided to Company is processed where Company is located, and in accordance with the Company’s Privacy Policy. 

m.         Company and/or its authorized representatives shall have the right, upon reasonable notice, to inspect and audit your security standards and procedures for the protection of Confidential Information and Personal Information and the level of adherence to and actual implementation of those standards and procedures as required under this Agreement. Upon the Company’s request, you will provide the Company with all information required to conduct a review of your security standards and procedures for the protection of Confidential Information and Personal Information and the level of adherence to and actual implementation of the standards and procedures required under these Terms and Conditions. 

n.           These obligations survive the non-renewal, cancellation, or termination of this Agreement. You acknowledge and agree that you are personally accountable for the security and processing of Confidential Information and the Personal Information of customers, other Brand Partners, prospects, and other individuals that is provided to or otherwise accessed or collected by them in association with their participation in the Program.   

o.           You acknowledge and agree that any breach of this provision shall cause irreparable damage to Company, entitling Company to immediate injunctive or similar relief to prevent further breach. You agree to indemnify the Company for damages incurred from any and all unauthorized disclosures or other breaches caused by you. All confidentiality obligations under this Section shall survive the termination of this Agreement. In the event Company prevails in any legal action to enforce its rights under this Section, Company shall be entitled to all costs and reasonable legal fees incurred in enforcing its rights under this Section.

24.      Compliance and Monitoring. The Company may monitor your activities related to the Program at any time and for any reason to ensure compliance with this Agreement. You agree to promptly provide any information reasonably requested for the Company to determine your compliance with this Agreement. This may include, but is not limited to, access to records, communications, promotional materials, or other documentation necessary to confirm compliance.

The Company also reserves the right to audit your activities if non-compliance is suspected or as part of a routine review. Failure to cooperate with such requests, including, for example, failing to timely respond to inquiries with the necessary and requested information, providing false or misleading information, or being unable to verify traffic sources, may result in remedial actions set forth in Section 37 of this Agreement.

Term and Termination

25.      Term. This Agreement shall remain in effect until terminated by either you or the Company. You may terminate this Agreement immediately at any time upon written notice to the Company for any reason, including by email to support@counter.com.

26.      Termination.

a.           For Breach. Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate this Agreement immediately upon written notice to you in the event of any breach by you. This right is in addition to any other legal or equitable remedies available to the Company.

b.           For Convenience by the Company. The Company may terminate this Agreement immediately, with or without cause, at any time upon written notice in the Company’s sole discretion. Termination shall be effective on the date on which the written notice is mailed, emailed, or delivered to an express courier to your last known address or email address, or to your counsel, or when you receive actual notice of cancellation, whichever occurs first. The Company shall not be required to have any reason nor to prove any cause in order to terminate the Agreement with you.

27.       Effect of Termination.  If this Agreement is terminated for any reason, you shall no longer be a Brand Partner, facilitate sales on behalf of the Company, hold yourself out to the public as a Brand Partner, use any Confidential Information, or otherwise use any of the Company Marks. In the event of termination, and subject to the Company’s additional rights and remedies as set forth in Section 19 of this Agreement (“Reversals, Fraud Prevention, and Misuse of the Program”), all your rights as a Brand Partner, if any, to any new commissions shall terminate on the date of termination. The terms hereof are in satisfaction of any and all statutory and common law claims, including, without limitation, any right to reasonable notice of termination of the contractual relationship.

Miscellaneous

28.     Amendments. The Company may amend the terms of this Agreement at its sole discretion and you agree to abide by all such amendments. You will be notified of any amendments via email. Amendments will become effective three (3) days after notice is provided.

Your continued participation in the Program, including remaining a current Brand Partner in compliance with this Agreement, or accepting any commissions, bonuses, or other payments, after the effective date of any amendment, will constitute acceptance of any amendment.

 

29.      Publicity and Content License. If you submit or create any content in connection with participation in the Program, including but not limited to your personal story, reviews, photographs, testimonials, images, videos, text, modifications of Company materials, or any other content (collectively, “Brand Partner Content”), you grant the Company and its affiliates a perpetual, royalty-free, worldwide, non-exclusive, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, sublicense, and create derivative works from such Brand Partner Content,  including without limitation your name, image, likeness, voice, or other indicia of persona (“Persona”) contained therein or associated therewith,  in any media or format, for any lawful purpose and in its advertising and promotional materials. You expressly release and forever discharge Company and its officers, directors, employees and agents from any and all claims, causes of action, expenses (including attorney’s fees) and demands arising out of or in connection with the usage of your Persona and Brand Partner Content permitted herein, including without limitation, any and all claims for false endorsement, misappropriation, misrepresentation, copyright infringement, defamation, libel, violation of your right to publicity, attribution, or invasion of privacy.  You  waive all claims for compensation for such use, regardless of the extent of such use. You waive any right to inspect or approve such materials prior to their publication by the Company. This license may be revoked at any time by providing written notice to the Company.  You agree that Company has no obligation to use your Personal or the Brand Partner Content.

You represent and warrant that all your Content is either original to you or lawfully obtained, and that the Company’s use of such content will not infringe or otherwise violate the rights of any third party. You agree to provide any reasonable assistance required to confirm or document these rights upon request.

30.      Limitation of Liability. You and the Company each waive any claims for consequential or exemplary damages for any claim or cause of action arising from or relating to the Agreement.

31.        Indemnity. You agree to indemnify and hold harmless the Company, its affiliates or their respective officers, directors, shareholders, agents, employees and representatives  from and against any damages, claims, or liabilities and expenses (including legal fees)  arising from or relating to (i) your operation of your account and any activities related to it or under this Agreement; (ii) any negligent, reckless or intentionally wrongful act by you or any person acting on your behalf; (iii) any breach by you of any term of this Agreement; and (iv) any third-party claim alleging that you or any Brand Partner Content have violated or infringed upon any rights of third-parties, including but not limited to rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

32.      Assignment. You may not assign any rights under the Agreement. Any attempt to transfer or assign the Agreement renders the Agreement voidable at the option of the Company and may result in the termination in the Program.

33.     Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

34.     Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, and communications.

35.      Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

36.      Warranty, Disclaimer. To the maximum extent permitted by law, the Company disclaims all other warranties with respect to the Products, the program, and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy.

37.       Remedial Actions. The Company reserves the right to take remedial action as necessary to enforce the terms of this Agreement and ensure appropriate conduct by Brand Partners. Breach of this Agreement, or any illegal, fraudulent, deceptive, or otherwise improper conduct in connection with the Program, may result in one or more of the following actions, at the Company’s sole discretion:

a.           Issuance of a written warning;

b.           A requirement that you take immediate corrective measures;

c.            Reversal or withholding of commissions, bonuses, or other payments;

d.           Loss of eligibility to receive future payments under the Program;

 

e.            Termination of this Agreement; or

 

f.             Any other action deemed appropriate by the Company.

 

38.      AGREEMENT TO ARBITRATE. 

a.           Governing Law and Venue.  This Agreement is governed by the laws of the Province or Territory in which you reside or have your principal place of business, and the federal laws of Canada applicable therein, without any reference to conflict of law provisions. To the extent the Parties are permitted to initiate litigation in a court, you agree that all claims and disputes arising out of or related to this Agreement will be litigated exclusively in the courts of the Province or Territory in which you reside or have your principal place of business.

 

b.           Applicability of Arbitration Agreement.  YOU AND THE COMPANY MUTUALLY AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS AGREEMENT, OR TO ANY ASPECT OF YOUR RELATIONSHIP WITH THE COMPANY, IN WHICH EITHER PARTY SEEKS MORE THAN $10,000, WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that (1) you may assert claims in small claims court or the court of general jurisdiction in the Province or Territory in which you reside or have your principal place of business if your claims qualify for such court, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

 

If you agree to arbitration with the Company, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against the Company and its subsidiaries and affiliated companies (including direct and indirect subsidiaries, sister and parent companies, and their predecessors and successors in interest), and their respective officers, directors, managers, members, owners, employees, agents, suppliers, vendors, content providers, licensors, licensees, and other representatives (each a "Counter Party" and, collectively, the "Counter Parties") alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against the Counter Parties in an individual arbitration proceeding (except for any Batch Arbitration, as described below). If successful on such claims, you could be awarded money or other relief by an arbitrator. You acknowledge that you have been advised that you may consult with a lawyer in deciding whether to accept this Agreement, including this Arbitration Agreement.

 

Process. To begin a claim, you must first send a letter describing your claim in detail (including your name and contact information, your legal claim, the specific facts giving rise to your claim, including the date(s) and amount(s) of any relevant transaction or interaction with us, and the relief sought) to Counter Beauty, Inc., 1739 Berkeley Street, Attn: Legal Department, Santa Monica, California 90404. You and the Company agree to attempt in good faith to negotiate an informal resolution of your claim. If a resolution is not reached within thirty (30) days, you may commence an arbitration action as set forth herein. The arbitration will be conducted by ADR Chambers pursuant to its Commercial Arbitration Rules and Mediation Procedures. The Rules and Procedures of the ADR Chambers are available at http://adrchambers.com/ca/arbitration/regular-arbitration/arbitration/rules/. Copies of the ADR Chambers Commercial Arbitration Rules and Mediation Procedures will be mailed to you upon your request to the Company. If ADR Chambers is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, videoconference, or in person in the Province or Territory in which you reside or have your principal place of business, or at another mutually agreed location.

 

c.            Fees.  Each Party shall be responsible for its own legal fees. Responsibility for all other arbitration fees and costs, including filing fees, shall be apportioned in accordance with the Rules and Procedures of ADR Chambers. If the arbitrator finds that you cannot afford to pay ADR Chambers' filing, administrative, hearing, and/or other fees, and you cannot obtain a waiver from ADR Chambers, the Company will pay them for you. If the arbitrator determines the claims are frivolous, you agree to pay the Company's legal fees and costs in the arbitration, to the extent permitted by applicable law. In addition, for claims totaling less than $10,000, the Company will reimburse you for any ADR Chambers filing, administrative, hearing, and/or other fees (but not including your legal fees) that you have paid, unless the arbitrator determines the claims are frivolous.

Authority of Arbitrator. The arbitrator, and not any federal, provincial, territorial, or local court or agency, will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. However, notwithstanding any other provision in this Agreement, the Parties agree that any claim or contention that all or part of the class action waiver set forth in Section 39(g) is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall not have the authority to determine whether the arbitration can proceed on behalf of or against a class. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties except as set forth in Section 39(g) (Batch Arbitration). The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement, except as limited herein. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have, except as limited herein. The award of the arbitrator is final and binding upon you and the Company. The arbitrator will have no authority to award punitive or exemplary damages, except where an applicable law or statute expressly requires otherwise. The arbitrator shall not have authority to: (i) award relief in excess of what this Agreement provides; (ii) award consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, or lost profits or revenues, arising out of, relating to, or in connection with any breach of this Agreement, regardless of whether such damages were foreseeable, whether or not the breaching party was advised of the possibility of such damages, or the legal or equitable theory (contract, tort, warranty, or otherwise) upon which the claim is based; or (iii) order consolidation or class arbitration, consolidate more than one person's claims (except as set forth in Section 30(g)), or otherwise preside over any form of a representative or class proceeding.

d.           Waiver of Jury Trial. You and the Company hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and the Company are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 39(b) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

e.            Waiver of Class or Consolidated Actions. Except with respect to Batch Arbitration (as defined below), all claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class basis. Only individual relief is available, and claims of more than one person cannot be arbitrated or consolidated with those of any other person. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES (INCLUDING THE COUNTER PARTIES) AGREE THAT EACH PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM IN THAT PARTY'S INDIVIDUAL CAPACITY ONLY AND NOT AS A CLAIMANT, PLAINTIFF, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ADR CHAMBERS' RULES, THE ARBITRATOR SHALL HAVE NO AUTHORITY TO HEAR THE PARTIES' DISPUTES ON A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE BASIS AND, ACCORDINGLY, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S DISPUTES (EXCEPT AS SET FORTH BELOW) AND MAY NOT OTHERWISE PRESIDE OVER ANY PROCEEDING ON A NON-INDIVIDUAL BASIS EXCEPT WITH THE WRITTEN CONSENT OF ALL PARTIES TO AN ARBITRATION PROCEEDING OR AS SET FORTH BELOW. ADR Chambers may not administer any multiple claimant or class arbitration except as set forth below.

 

You and the Company agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against the Company within an approximately thirty (30) day period (or otherwise in close proximity), regardless of the Province(s) or Territory(ies) in which such claims are filed, ADR Chambers will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that, in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration, he or she may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a "Batch Arbitration"). You and the Company agree (1) to work with ADR Chambers in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a "similar nature" if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

 

In the event that the class action waiver set forth in this Section 39(g) is deemed invalid or unenforceable, neither you nor the Company is entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 39(a) above. TO THE EXTENT THAT WAIVER OF THE RIGHT TO HAVE ANY CLAIM OR COUNTERCLAIM HEARD ON A REPRESENTATIVE BASIS IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT SUCH CLAIMS SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL DISPUTES IN ARBITRATION. THE PARTIES FURTHER AGREE THAT IF SUCH A STAY IS LIFTED, UNLESS PROHIBITED BY APPLICABLE LAW, SUCH CLAIMS SHALL BE LITIGATED IN ACCORDANCE WITH THE GOVERNING LAW AND VENUE PROVISIONS HEREIN.

 

f.             30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by contacting us at Counter Beauty, Inc. Arbitration Opt-Out, 1739 Berkeley Street, Attn: Legal Department, Santa Monica, California 90404, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Brand Partner Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. 

g.           Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

h.           Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.

i.              Modification. Notwithstanding any provision in these Program Terms to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to the Company.

39.      Notices. All notices required or permitted to be given under this Agreement must be in writing. The Company may provide you notice by sending an e-mail to the address on file with the Company, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE EMAIL ADDRESS ON FILE WITH THE COMPANY IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE COMPANY SENDING AN EMAIL TO THAT ADDRESS.

Notice to the Company shall be provided by means of U.S. mail, postage prepaid, addressed to:

1739 Berkeley Street

Attn: Legal Department

Santa Monica, California 90404

 

Such notice to the Company shall be effective upon receipt by the Company.

 

40.      Survival.  The Parties agree that Sections 22 (Confidentiality), 23 (Privacy/Security), 27 (Effect of Termination), 29 (Publicity/Content License), 30 (Limitation of Liability), 31 (Indemnity), 34 (Entire Agreement), 35 (Severability), 36 (Warranty and Disclaimer), 37 (Remedial Action), 38 (Arbitration), 39 (Notices), and 40 (Survival) shall survive any termination or expiration of this Agreement.  

Appendix 1 – Commission Structure

 

Subject to the terms of this Agreement, Brand Partners may earn commissions in accordance with the Commission Structure set forth below.

For Brand Partners who Enroll on or After August 31, 2026

For Brand Partners who enroll on or after August 31, 2026, a commission equal to 40% of the Net Sales Amount will be paid on the first Qualifying Purchase attributed to you for each Client Amount within the Cookie Window, and 20% of the Net Sales Amount will be paid on subsequent Qualifying Purchases made by that same Client and attributed to you within the Cookie Window, provided that (a) if the Client makes a Qualifying Purchase through another Brand Partner's Qualifying Link at  any time during the Cookie Window, attribution will transfer to that Brand Partner; and (b) no Commissions will be earned after the expiration of the applicable Cookie Window unless the Client again interacts with your Qualifying Link. 

Notwithstanding the foregoing, if a Client enrolls in a subscription while shopping through your Qualifying Link, you will receive a commission equal to 20% of the Net Sales Amount on Qualifying Purchases for each future shipment associated with that subscription. 

 

For Brand Partners who Enroll on or Before August 31, 2026

For Brand Partners who enroll on or after August 31, 2026, a commission equal to 40% of the Net Sales Amount will be paid on the first Qualifying Purchase attributed to you for each Client within the Tethering Term, and 20% of the Net Sales Amount will be paid on subsequent Qualifying Purchases made by that same Client and attributed to you within the Tethering Term. 

 

The Client who makes a Qualifying Purchase through your Qualifying Link will be tethered to you (“Tethered Client”) for a period of one (1) year (“Tethering Term”) beginning on the date of the Client’s first Qualifying Purchase, meaning that subsequent purchases made by the Tethered  Client during that one (1) year period will be attributed to you whether or not they use your Qualifying Link, provided the Client is not purchasing through a different Brand Partner’s Qualifying Link. 

At the expiration of the Tethering Term, the Company may choose, in its sole discretion, to provide the Tethered Client with an opportunity to confirm whether they wish to continue shopping with you as their Brand Partner. If the Tethered Client confirms that they wish to continue shopping with you as their Brand Partner, the Tethering Term will renew for an additional one (1) year period. If the Tethered Client does not confirm that they wish continue shopping with you as their Brand Partner, the Tethered Client will no longer be tethered to you following expiration of initial Tethering Term This process may repeat for subsequent one (1) year terms as determined by the Company. 

 

Notwithstanding the foregoing, if a Client enrolls in a subscription while shopping through your Qualifying Link, you will receive a commission equal to 20% of the Net Sales Amount on Qualifying Purchases for each future shipment associated with that subscription. 

 

For any Qualifying Purchase made by a Tethered Client through a different Brand Partner’s Qualifying Link, only that sale will be attributed to the other Brand Partner, and not to you.

Commission Payment Election and Changes.

Commissions earned under a Commission Plan will be paid as a monetary payment unless you elect to receive commissions in Product Credit (defined below). If you elect to receive commissions in Product Credit instead of a monetary payment, such commissions will be issued at 130% of the monetary value that would otherwise be payable.

Any change to your selected payment method must be submitted through the Company’s systems no later than the 30th day of the applicable calendar month to be effective for commissions earned in that month. Payment method changes submitted after the 30th day of a calendar month and on or before the 15th day of the following month will take effect for commissions earned in the next calendar month.

The Company may provide notice within its systems regarding the effective timing of payment method changes at the time such a selection is made.

Product Credit means a non-transferable, non-cash credit issued by the Company that may be applied solely toward the purchase of eligible products on the Company’s website, subject to any restrictions or exclusions communicated by the Company.

All commissions will be paid based on the local currency of your country of residence.

Unless otherwise expressly stated in your dashboard, all monetary earnings displayed will appear in U.S. Dollars (USD), regardless of your payment currency.

Payments will be issued monthly on the 15th of the month.

 

Appendix 2 – Total Rewards Brand Partner Benefits

 

1.             Membership Requirement.  Membership in Company’s Total Rewards program is a pre-requisite for becoming a Brand Partner.  The Benefits outlined in this Appendix 2 are subject to the Total Rewards Terms [INSERT LINK].  All capitalized terms used in this Appendix 2 have the same meanings assigned to them in the Total Rewards Terms unless otherwise defined in this Brand Partner Agreement.  If your Total Rewards membership is suspended, cancelled, or terminated for any reason, your participation in the Brand Partner Program also will be automatically deemed suspended, cancelled, or terminated, as applicable.

2.           Standing Tiers. Two additional Total Rewards Standing Tiers are open to Brand Partners: (1) Tier 4 (2000 Progress Credits required to reach this Tier) and (2) Tier 5 (4000 Progress Credits required to reach this Tier).

 

Additionally, certain benefits within existing Standing Tiers are available exclusively to Brand Partners. For example, the 15% personal purchase discount in Tiers 2 and 3 is available only to Brand Partners.

 

The chart below outlines the Benefits available to Brand Partners across Tiers 2 through 5. who reach these Tiers are eligible for the following additional Benefits:

Benefit	Tier 2	Tier 3	Tier 4	Tier 5
Birthday Gift[1]
Free Standard Shipping on Orders USD50/CAD50+[2]
Early Access to Select New Products
Early Access to Select Sales and Promotions
Progress Credit Earning Multiplier During Designated Events[3]
Discount on Loyalist Purchases[4]	15%	15%	20%	25%

 

3.           Total Rewards Referral Program: You agree that as a Brand Partner, you are not eligible to participate in the Total Rewards Referral Program. 

4.           Earning Progress Credits.  In addition to any other Progress Credits or Benefits you may be eligible to receive as a member of the Total Rewards Program, Loyalists who are Brand Partners in good standing at the time the Progress Credits are earned, will receive Progress Credits as set forth in the below chart.

 

Brand Partner Program Activity	Progress Credits Awarded
Join Counter’s Brand Partner Chat Channel	10
Completed First Sale	100
Complete 3+ Sales per Month	100 (per eligible month)
Brand Partner Referral[5]	200