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A ShineOn Brand

SELLER REFERRAL AGREEMENT

You (“Seller”) acknowledge that That’s No Moon, Inc. d/b/a ShineOn (“Company”) maintains a website www.shineon.com (the “Website”), which allows sellers to list and sell personalized gift products. Company is offering Seller a referral commission for engaging additional sellers on the Website (the “Referral Program”).

For sufficient consideration, the receipt of which is acknowledged, the parties agree to the following:

  1. Referrals

    Seller will receive a unique referral code (“Referral Code”). Seller may share his/her Referral Code with prospective sellers (“Referred Sellers”). Seller will be eligible to receive Referral Commissions (defined below) bona fide for sales made by Referred Sellers using Seller’s Referral Code.

  2. Referral Commissions

    The referral commission shall be a flat commission of Seventy-five cents ($0.75) per hero unit sold by a Referral Seller through Seller’s Referral Code on the Website (“Referral Commission”). Upsells, including without limitation gold, engraving, polishing cloth, and warranty) are not eligible for a Referral Commission. Referral Commissions will not be paid on sales made, directly or indirectly, to the Seller. Seller is not permitted to create Referred Seller accounts for any reason, including to participate in the Referral Program. In the event that Seller creates a Referred Seller account, such Seller shall be terminated and banned from Company’s platform, to be determined in Company’s sole discretion.

    The cumulative amount of Referral Commissions a Seller can earn shall be capped at One Million USD ($1,000,000.00) per year (the "Annual Cap"). The lifetime total amount of Referral Commissions that can be earned from a single referred seller is Twenty-Five Thousand USD ($25,000.00) (the "Referral Cap"). The total amount of pending Referral Commissions that can accumulate without a payout request, is Ten Thousand USD ($10,000.00) (the "Pending Cap"). No Referral Commissions in excess of any Cap will be owed or paid. Federal, state, and local taxes and expenses shall be the responsibility of Seller. Any improperly paid Referral Commissions, including without limitation Referral Commissions generated fraudulently, must be paid back by Seller to Company. Referral Commissions shall not accrue when the applicable goods are returned.

  3. Payment

    Referral Commissions are calculated by Company approximately once every 24 hours. Seller can request a payout through the Referrals tab on Company’s App or Platform when a minimum threshold of One Hundred Dollars ($100) unpaid commission earnings has been reached. Payments will be processed within five (5) business days thereafter, and paid to Seller’s selected payment method on file. Company is not responsible for any transaction fees.

  4. Referral Methods

    In marketing the Website and soliciting Referrals, without limiting any other obligations in this Agreement or at law, Seller shall not make promises or issue any warranty, either express or implied, pertaining to the services offered by Company, unless authorized in advance and in writing by the Company to do so. Seller is solely responsible for all expenses incurred in connection with this Agreement, and Company will not reimburse Seller for any costs or expenses.

  5. Intellectual Property

    Seller may use Company’s trademark SHINEON® for the sole purpose of promoting the Website. Any such use shall be in accordance with Company’s policies and guidelines. It is expressly understood that this Referral Agreement does not grant Seller any interest in the Company’s trademarks or any other intellectual property rights.

  6. Illegal Activities

    Seller shall not do any of the following in connection with its duties and obligations hereunder under any circumstances, and any breach of this provision shall be a material breach of this Agreement: (a) Seller shall not post any fraudulent listings on the Website, or induce others to do so; (b) Seller shall not infringe upon the intellectual property rights of any third parties in connection with its duties hereunder; (c) Seller shall not create accounts on behalf of Referred Sellers or potential Referred Sellers with or without permission from the Referred Sellers; (d) Seller shall not create accounts with false profiles; and (e) Seller shall not contact minors in connection with its duties hereunder. A minor shall be considered to include anyone under the age of eighteen (18). Seller shall at all times comply with all applicable laws, rules and regulations in acting as a Seller under this Agreement. Without limitation, Seller shall properly disclose his/her relationship with Company at all times, and shall adhere to the FTC’s Endorsement Guidelines.

  7. Non-Exclusivity/Confidentiality

    This Agreement does not grant exclusive rights to Seller to act as referrer on behalf of Company and Seller shall have no rights under any other agreements entered into by Company with other sellers. Seller agrees not to disclose any confidential information pertaining to the Company's services, Referrals, or Referral Commissions to any third party, including the terms of this Agreement (“Confidential Information”).

  8. Relationship of the Parties

    Seller is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Seller and the Company for any purpose. Seller has no authority (and shall not hold itself out as having any authority) to bind the Company, and Seller shall not make any agreement, representations, or warranties (either express or implied) on the Company’s behalf without the Company’s prior written consent. Without limiting the foregoing, Seller will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Seller’s behalf. Seller shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed by Seller in connection with the performance of Seller’s services hereunder shall be Seller’s employees and Seller shall be fully responsible for them.

  9. Termination

    1. Termination Without Cause: Either party may terminate this Agreement at any time by giving the other party ten (10) calendar days prior written notice. Upon termination by either party, all outstanding Referral Commissions due to Seller at that time shall be settled in full within thirty (30) days.
    2. Termination For Cause: This Agreement may be terminated immediately by Company upon written notice to Seller if Seller breaches this Agreement. Upon termination due to breach of this Agreement, Company shall not owe Seller any Referral Commissions as of the date the breach occurred (the “Breach Event”), and all Referral Commissions incurred as of and including that date of the Breach Event shall be considered to be forfeited by Seller, unless otherwise agree to in writing between the parties.
    3. Effect of Termination: Upon termination of this Agreement for any reason, Seller shall immediately cease using Company’s trademarks and other intellectual property and shall cease all activities on behalf of the Company. Seller shall also destroy all Confidential Information in Seller’s possession.
  10. Indemnification

    Seller shall, at its cost and expense, indemnify, defend and hold harmless Company, its affiliates, and its respective agents and representatives from and against all liabilities, losses, claims, costs, expenses (including reasonable attorneys’ fees) and damages to the extent arising out of or resulting from any (i) intentional misconduct or negligent act or omission of Seller, (ii) any breach of this Agreement by Seller, (iii) any violation of any local, state, or federal laws, rules, or regulations by Seller, together with any fine, penalty, litigation cost, or other assessment of any kind, and (iv) infringement of any patent, copyright, trademark, trade name, or other intellectual property or proprietary rights of any person or entity by Seller.

  11. Governing Law

    Except where prohibited by law, as a condition of participating in the Referral Program, Seller agrees that (1) any and all disputes and causes of action arising out of or connected with this Agreement and the Referral Program shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of JAMS and held at the JAMS regional office nearest Seller; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will Seller be permitted to obtain awards for, and Seller hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, and Seller further waives all rights to have damages multiplied or increased. Seller further agrees that any and all disputes, claims and causes of action arising out of or connected with this Agreement and the Referral Program shall be resolved individually, without resort to any form of class action. All issues and questions concerning the construction, validity, interpretation and enforceability of the provisions of this Agreement, or the rights and obligations of Seller and Company in connection with this Agreement and the Referral Program, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

  12. No Waiver/Assignment

    Any failure of a party to enforce at any time any of the provisions of this Agreement shall not be deemed or construed to be a waiver of such provisions or a waiver of any right of such party thereafter to enforce each and every such provision on any succeeding occasion or breach thereof. This Agreement shall not be assignable by Seller without the prior written consent of Company. Company shall be able to freely assign this Agreement without the prior written consent of Seller.

  13. Entire Agreement; Severability

    This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound. The provisions of this Agreement are separable, and if, upon judicial interpretation or construction, any provision is determined to be unenforceable or prohibited by law, such provision shall be ineffective to the extent of such unenforceability or prohibition, without invalidating the remaining provisions of this Agreement.