2. COMPENSATION.

1. Commission. As full and sufficient consideration for the Referral, Salon Interactive agrees to pay Referrer the commission determined solely by the Distributor based on the price actually paid by a Client using the Code and in accordance with the Terms of Use (“Commission”). Purchase prices are set by the Distributor, in its sole discretion. No other amounts shall be due from Salon Interactive to Referrer hereunder. Referrer understands and agrees that a Commission is due and payable only if the appropriate Code is used by the Client and only if payment is actually received from the Client. Commission is based on the sales price of the Product(s) actually paid and is net of any taxes imposed, shipping or other fees charged, discounts or promotions applied or refunds provided. Notwithstanding anything herein to the contrary, Salon Interactive shall not owe Referrer any amount with respect to any sale that does not utilize the Code or if the business relationship between Distributor and Referrer is not in effect at the time the order is placed, or with respect to any aspect of the SI Platform, such as advertisements.
2. Payment Terms, Salon Interactive shall track purchases on a weekly basis beginning on the Effective Date (“Tracking Week”) and within seven (7) days after the end of each Tracking Week, Salon Interactive shall pay Referrer the appropriate Commission, as indicated by reasonably sufficient supporting information. Salon Interactive reserves the right to offset any payments due by the amount of any refunds or other adjustments. Referrer expressly authorizes Salon Interactive’s service provider, Dwolla, Inc. to originate credit transfers to its financial institution account. Referrer authorizes Salon Interactive to collect and share with Dwolla its personal information including full name, email address and financial information, and Referrer is responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.
3. TERM AND TERMINATION. This Agreement will commence on the Effective Date and continue until terminated by either party, upon thirty (30) days prior written notice to the other party (the “Term”). Because a Code is only valid for as long as Referrer and the applicable Distributor have a valid business relationship, in the event such relationship terminates or expires for any reason, Salon Interactive may suggest an alternative Distributor. Termination or expiration of this Agreement for any reason shall not affect
   
   either party’s obligations that may have accrued prior to such termination or expiration, including Salon Interactive’s obligation to pay Commissions accrued during the Term. The following Sections shall survive the expiration or termination of this Agreement for any reason, in accordance with their terms: Sections 2, 3, 4, 5, 6 and 7.
4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA AND/OR LOST SAVINGS, EVEN IF SUCH PARTY WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL SALON INTERACTIVE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER TO
   
   REFERRER, ANY DISTRIBUTOR OR ANY CLIENT FOR ALL DAMAGES, COSTS AND EXPENSES,EXCEED $100.
   
   Without limiting any of the foregoing, Referrer understands and agrees that Salon Interactive shall not be liable for any breach of this Agreement or for any claim of damages by Referrer, any Client or any third party caused by any failure of any communication devices and/or systems of any party’s (including without limitation, Referrer’s, Distributor’s, Client’s or any third party’s) ability to use or inability to use any of the foregoing for any reason, including without limitation, the disruption of communicationfacilities, sabotage by third parties or unavailability of energy sources.
   
   SALON INTERACTIVE DOES NOT MANUFACTURE, DISTRIBUTE OR SELL ANY PRODUCT AND IS NOT A PARTICIPANT IN THE TRANSACTION BETWEEN REFERRER AND CLIENT OR DISTRIBUTOR. THEREFORE, IF A DISPUTE ARISES BETWEEN REFERRER, CLIENT AND/OR DISTRIBUTOR, REFERRER HEREBY RELEASES SALON INTERACTIVE, ITS AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
   
5. NO WARRANTIES. The SI Platform and Salon Interactive’s services hereunder are provided on an “as is” basis. Except as expressly provided otherwise herein, Salon Interactive makes no warranties whatsoever to Referrer hereunder. Without limiting the foregoing, Salon Interactive expressly disclaims any warranty or representation, express or implied, regarding any warranty of merchantability, non-infringement, fitness for a particular
   
   purpose, non-interference, loss or corruption of data, the accuracy or quality of data, the performance or suitability of any Product, and/or Referrer’s, Client’s, Distributor’s or third party’s use, inability to use or results of any use of the SI Platform and/or any Product, and/or the acts or omissions of Referrer or any Client, Distributor or other third party.
   
   Referrer understands and agrees that Salon Interactive does not warrant that the SI Platform or any Product will meet any party’s requirements, be error-free, available at all times, available without interruption or that all errors or defects will be corrected or capable of correction. Salon Interactive does not warrant or guarantee the safety or efficacy of any Product, or that any Product’s packaging or related SI Platform content are accurate or complete or in compliance with any law, rule or regulation. Referrer shall not indicate to any Client or other third party that Salon Interactive or any Distributor will provide any of the foregoing representations or warranties. Referrer acknowledges and agrees that Salon Interactive has not made and does not makes any representation, warranty or guarantee regarding the level, volume or amount, actual or likely: (a) of transactions commenced or consummated by any user, including any Client; or (c) of any amount of Commissions or potential Commissions payable hereunder.
   
6. PROPRIETARY RIGHTS.
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   1. License; Ownership. During the Term, subject to the terms and conditions of this Agreement, Salon Interactive grants Referrer a limited, non-exclusive, non-transferable license to use and access the SI Platform, solely for the purpose contemplated herein and solely as described in this Agreement. Referrer hereby grants Salon Interactive a license to use and display Referrer’s name, trademark, logo or similar identifier on the SI Platform and otherwise for the purposes of this Agreement. Referrer understands and agrees that the SI Platform may interface with Referrer’s support/technology providers or otherwise transmit information between the SI Platform and Referrer’s support/technology providers. The parties’ obligations and rights with respect to Referrer’s support/technology providers are as described in a separate agreement between the parties and this Agreement shall not affect those rights and obligations, except to the extent expressly provided in this sentence. This Agreement does not grant Referrer any rights in or to the SI Platform or in any use thereof, except as expressly provided otherwise herein. Any use of the SI Platform by Referrer shall be governed by the Terms of Use as between Referrer and Salon Interactive. All right, title and interest in and to the SI Platform, Code, Salon Interactive’s copyrights, trademarks, trade secrets, and any derivative works created from any of the foregoing, and all intellectual property rights related to any of the foregoing (collectively, “Salon Interactive Materials”) shall inure to the sole and exclusive benefit of Salon Interactive. Salon Interactive Materials includes all User Information; for the purposes of this Agreement, “User Information” means any and all information generated and/or aggregated by the SI Platform with respect to users and customers including, without limitation, Clients. Referrer shall acquire no interest whatsoever in the User Information, but Salon Interactive may share with Referrer any such User Information in accordance with Salon Interactive’s privacy and other policies. All rights in and to the Salon Interactive Materials not expressly granted to Referrer herein are hereby reserved to Salon Interactive.
   
   2. Confidentiality. Each party agrees to keep any confidential and proprietary information of the other party (“Confidential Information”) in the strictest confidence, using the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care, and shall not disclose the other party’s Confidential Information to any third party, except as expressly provided otherwise herein. Confidential Information does not include information that: (i) is or becomes publicly known or available without breach of this Agreement; (ii) is received by the recipient from a third party without breach of any obligation of confidentiality; (iii) was previously known by recipient as shown by its written records; or (iv) is required to be disclosed pursuant to a court order or other governmental authority, but then only to the extent so required and only after notifying the disclosing party of such requirement and reasonably cooperating (at discloser’s expense) with discloser’s attempt to contest or limit such disclosure. Confidential Information of Salon Interactive’s includes the SI Platform and other Salon Interactive Materials and, as between Salon Interactive and Referrer, information provided by Client via the SI Platform. Each party shall retain exclusive ownership of its Confidential Information.
   
   3. The provisions of this Section 6 shall survive any termination or expiration of this Agreement.
   
7. MISCELLANEOUS.
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   1. Disputes; Equitable Relief. If a dispute, controversy or claim arises out of or relates to this Agreement, the parties shall first endeavor to resolve such dispute through good faith negotiations prior to initiating any litigation. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the parties shall be entitled to seek equitable relief in any court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such equitable relief.
   
   2.Governing Law; Venue. This Agreement will be governed by the laws of the State of Illinois without regard to its conflicts of law provisions. The parties hereby consent to venue and jurisdiction exclusively in the state and federal courts located in the State of Illinois.
   
   3.Independent Contractors. The parties agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture between the parties and neither party is the other’s partner, employee, agent, or representative. Neither party, nor any of its employees or agents, shall have any authority whatsoever to bind the other party by contract or otherwise.
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   4.No Third Party Beneficiaries. Notwithstanding anything herein to the contrary, this Agreement shall benefit and bind only Referrer and Salon Interactive, and their successors or permitted assigns. There are no third party beneficiaries of this Agreement or any portion thereof including, without limitation, Distributors or Clients.
   
   5.Electronic Signatures; Counterparts. The parties agree that signatures exchanged by facsimile or computer imaging shall be binding as originals. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute but one and the same instrument.
   
   6.Assignment. Referrer may not assign this Agreement, either in whole or in part, without Salon Interactive’s prior written consent, which shall not be unreasonably withheld or delayed.
   
   7.Notices. Any notice required by this Agreement shall be provided in writing to support@saloninteractive.com (“Salon Interactive”) , or such other addresses as may be given from time to time under the terms of this notice provision. Any notice to “Referrer”required by this Agreement shall be in writing using the email address on record for their Salon Interactive account.
   
   8.Publicity. Referrer hereby consents to being referenced or included by name and/or logo, as further described in Section 6(a) on the SI Platform and in other marketing materials and efforts of Salon Interactive for the purposes contemplated herein.
   
   9.Force Majeure. Neither party shall be responsible for any delay or failure in performance caused by flood, riot, insurrection, fire, earthquake, strike, communication line failure, power line failure, explosion, acts of terrorism, act of God, or any other force or cause beyond its reasonable control.
   
   10.Cooperation. The parties agree to reasonably cooperate with each other and to execute and delivery any necessary documents, in order to consummate the transactions described herein.
   
   11.No Hire. During the Term and for one (1) year thereafter, Referrer agrees that it shall not hire an employee or consultant of Salon Interactive, without Salon Interactive’s prior written consent.
   
   12.Section Headings. The division of this Agreement into Sections, and the insertion of captions and headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
   
   13.Severability; Waiver. Failure of either party to enforce a right under this Agreement shall not act as a waiver of any rights or a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.
   
   14.Entire Agreement. This Agreement consists of: (i) all of the pages of this instrument; and(ii) all of the pages of the exhibits and other attachments, if any; and (iii) the Terms of Use and Privacy Policy set forth on the SI Platform, as applicable. This Agreement sets forth the entire, final and exclusive agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. The Terms of Use and other similar provisions of this Agreement may be updated or revised by Salon Interactive as posted on the SI Platform; except as provided in the foregoing, this Agreement may be amended only upon mutual written agreement of the parties.