Effective Date: July 9, 2019
StyleMates, Inc. (“StyleMates” or We”) makes the shopping referral program available through the Tivvit mobile and software applications (“Tivvit App”) under these terms and conditions (“Program Terms”). By registering to participate in the Program, you (a “Participant”) acknowledge and agree that these Program Terms create a legally binding agreement between you and StyleMates. You acknowledge that your participation in the Program is voluntary, you have read and understand these Program Terms, and you agree to be bound by all of its terms. PLEASE READ THESE PROGRAM TERMS CAREFULLY BEFORE ENROLLING IN THE PROGRAM OR USING THE TIVVIT APP, BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS (E.G., REQUIRING ARBITRATION, PROHIBITING CLASS RELIEF, AND LIMITING OUR LIABILITY).
We reserve the right to makes changes to these Program Terms at any time by updating this posting or providing notice to you as otherwise permitted under applicable law. Your continued participation in the Program following notice of changes to the Program Terms indicates your agreement to the changes and you agree to be bound by any such changes.
2. Eligibility. The Program is available for use only in the United States of America, and you should not enroll as a Participant if you are not a resident of the United States. To become a Participant, you must be at least 18 years old and provide the required information for StyleMates to create your Program account (“Program Account”). Each Participant is limited to one Program Account. Additionally, you must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. You agree to provide additional information We may reasonably request to verify your identity as a condition for participation in the Program.
You must establish and maintain an Active Program Account (as referenced below) to participate in the Program. Participation in the Program and the opportunity to receive Referral Commission (as defined below) is offered at the sole discretion of StyleMates and is subject to your compliance at all times with these Program Terms. StyleMates reserves the right to deny opening a Program Account or to cancel any Program Account in StyleMates’s discretion for any reason, including, without limitation, violation of these Program Terms.
3. Referral Commission Program. StyleMates receives compensation for qualifying purchases made by consumers through designated referral links from the Tivvit App to participating retailers, merchants, and other partners with which StyleMates has a relationship (“Participating Merchants”). We offer the ability for each Participant with an Active Program Account to receive commissions (“Referral Commissions”) based on qualifying purchases made at Participating Merchants through referral activity by that Participant. Only purchases made at a Participating Merchant through a dedicated referral link in a Participant post on the Tivvit App may be considered a qualifying purchase. Items that are returned to, exchanged or refunded by a Participating Merchant do not qualify. Referral Commission is calculated based on a percentage of compensation finally received by StyleMates from the Participating Merchant for the qualifying purchase (following reconciliation for returns, exchanges, refunds and other discrepancies). The applicable percentages are determined by StyleMates, in its sole discretion, and may vary depending on the Participating Merchant and be updated from time to time. The determination of whether a purchase made at a Participating Merchant qualifies for a Referral Commission and the manner in which Referral Commission for a qualifying purchase is allocated between Participants is at the sole discretion of StyleMates.
Accrual of Commissions. Referral Commissions are identified in a Participant’s Program Account as “pending” and “confirmed” commissions. Amounts designated as “pending” are estimates only and subject to adjustment by StyleMates. Amounts will not be designated as “confirmed” until compensation is finally received by StyleMates following reconciliation with the Participating Merchant. A Participant can view the Referral Commissions “pending” and “confirmed” to that Participant (per qualifying purchase and in total amount) through the Participant’s Program Account on the Tivvit App. StyleMates will initiate payment of Referral Commissions once the amount of “confirmed” commissions in that Participant’s Program Account reaches $50 (“Payment Threshold Amount”). Balances below $50 will remain in the Participant’s Program Account for payment to the Participant once the Payment Threshold Amount is obtained. For Program Account balances that remain below the Payment Threshold Amount for more than 12 months, StyleMates reserves the right to apply a monthly maintenance fee of $2 per month (“Maintenance Fee”) against that Program Account. StyleMates reserves the right to charge back to a Participant’s Program Account and deduct amounts previously paid or credited as a Referral Commission if (i) a Participating Merchant fails to pay or reverses a commission paid to StyleMates for a purchase or (ii) StyleMates determines that the Referral Commission amount was not properly credited to the Participant. In the event a Participant accrues a negative balance in the Participant’s Program Account continuing for more than 6 months due to charge backs and related off-sets, StyleMates reserves the right to require the Participant to pay the amounts due to StyleMates on that Participant Account.
Commission Payments. StyleMates provides Participants Referral Commission amounts in U.S. dollars via one of the following payment options, or such other method as StyleMates may make available from time to time.
• PayPal. To receive payment via PayPal, you must provide a valid PayPal account number, email address associated with the PayPal account or phone number associated with the Paypal account. If you elect to receive payment via PayPal, you must not use a PayPal account associated with another Program Account.
• Connected Bank Account through Stripe. To receive payment via a connected bank account, you must have a bank account and enroll in the Stripe service to connect your account with the Tivvit Platform. Stripe is processing payments to your connected bank account, and you agree to abide by Stripe’s terms and conditions for end-users (including, without limitation, Stripe Terms).
Certain fees and assessments may apply for transactions through Stripe. See the Stripe terms and conditions for more details.
Participants represent and warrant that all information in the Participant Program Account is complete, accurate and up-to-date and the Paypal or bank account connected via Stripe is valid and properly connected and activated. Payment to the designated Paypal or connected account through Stripe dismisses us from any liability of payment of the relevant Referral Commissions, and StyleMates is not responsible for payments delivered to an improper account through no fault of StyleMates. If We are notified in writing by any third party that the account is not valid or otherwise do not have valid payment account information for a Program Account, We reserve the right to refuse further payment to that account. Account Adjustments. In our sole discretion, we may deduct or offset Referral Commission amounts from your account based on adjustments made by a Participating Merchant (including for returns, cancellations or discrepancies in purchases). If a Participating Merchant fails to report a transaction to StyleMates or fails to make payment to StyleMates for any reason, StyleMates will not credit or apply the Referral Commission associated with that transaction to your Program Account. It is your responsibility to check your Program Account regularly to confirm Referral Commission has been properly credited and paid and that your Program Account balance is accurate. If you believe that Referral Commission has not been correctly credited to your account, you must contact StyleMates Customer Service within ninety (90) days after the transaction. In addition, StyleMates may make account adjustments for any Referral Commission that StyleMates, in its sole discretion, deems as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these Program Terms, or any applicable law or regulation. StyleMates decisions are final. Taxes. You may be taxed on your receipt of Referral Commission depending on the tax laws of federal, state, and local jurisdictions. Once Referral Commission amounts reach a total of $600 in any calendar year, you are required to complete a W-9 tax form (or such other form as required by StyleMates) before any further payments will be made to your Program Account. We reserve the right to suspend any further payments of Referral Commissions to your Program Account until all applicable tax forms are provided. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with any Participant referrals or promotional activities.
4. Account Maintenance
Updating Your Account. You agree to keep your Program Account information current, complete, and accurate by periodically updating the information. You must be logged into the Tivvit App to change your Program Account information and payment preferences. You will maintain the confidentiality of your Program Account information, including username and password by which you access the Program. Any use of your username and password will be deemed to be your use, and StyleMates is entitled to act on instructions received under your password. If there is a breach of security through your Program Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.
Account Activity. An Active Program Account means you must have engaged in one of the following activities within the past twelve (12) months: (i) updated or logged into your Program Account information or (ii) have accrued Referral Commission amounts. Except where prohibited by applicable law, if you have not engaged in one of the activities in subsections (i)-(ii) for more than twelve (12) consecutive months or your Program Account reaches a balance of $2 or less based on the application of Maintenance Fees, StyleMates reserves the right to close the Program Account permanently and disable your dedicated referral link, pay to you any amounts under the Program Account which have not been previously paid (less applicable payment transfer fees), and cease to maintain your Program Account records and Program access.
Fraudulent Activity. We reserve the right to investigate any purchase transactions, referral activity, or interaction with the Tivvit App that we believe, in our sole discretion, is abusing or has abused the Program. We reserve the right to rescind any Referral Commission amounts, bar further Referral Commissions, and/ or terminate any Participant Program Account that we believe, in our sole discretion, is abusing or has abused the Program. Multiple Accounts created under the Program on the same device with the same name, address, email address, or other identifying feature may be flagged as fraudulent referrals. Any failure to comply with these Program Terms, any fraud or abuse relating to the accrual or receipt of Referral Commissions, or any misrepresentation of any information furnished to StyleMates by you or anyone acting on your behalf may result in the termination of your Program Account and forfeiture of any accrued Referral Commissions. StyleMates decisions are final.
5. Program Obligations and Restrictions. Participants are not permitted to represent that they are acting on behalf of StyleMates or have the ability to undertake obligations or commitments on behalf of StyleMates. Participants are not permitted to reference, share, or promote any Participant posts or use Participant’s designated referral link outside of the Tivvit App. The following is a non-exhaustive list of activities that are not permitted and that will disqualify you from earning Referral Commissions through the Program: (i) posting your referral link in any post or location other than the Tivvit App; or (ii) misleading or attempting to mislead anyone in connection with the Referral Program, including, but not limited to, misrepresenting your relationship with us or posing as our representative in an official capacity.
6. Merchant Policies. All products are offered for sale by the Participating Merchant and not by StyleMates. A product purchased from any Participating Merchant is governed by and subject to the applicable Participating Merchant policies, including terms of sale, return, exchange and refund policies of that third party. You agree that We are not agents of any Participating Merchant and the Participating Merchants operate independently and are not under our control. We will not be liable for any compensation, reimbursement or damages of any kind arising in connection with purchase of such products and services. We are not responsible for changes to, or discontinuance of, any online store of a Participating Merchant or withdrawal by a Participating Merchant from the Program, or for any effect on accrual of Referral Commission caused by such changes, discontinuance, or withdrawal.
7. Receiving Communications. By signing up to be a Participant, you agree to receive communications and notices by electronic mail or via messaging in the Tivvit App. Our communications may be account and membership related (e.g., that we’ve added money to your account, required changes to your designated referral link, that activity under your Program Account is in violation of the Program Terms, etc.). We may communicate with you regarding the Program by electronic mail, messaging in the Tivvit App, or direct mail using information you provide to us. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change after the date you become a Participant. You may opt out of receiving certain communications in accordance with our Privacy Notice.
8. Indemnification. You agree to indemnify StyleMates, our Participating Merchants, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of these Program Terms or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.
9. Warranty Disclaimer. THE PROGRAM, TIVVIT APP AND ALL CONTENT IS SUBJECT TO CHANGE AND IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND STYLEMATES, AND ITS AFFILIATES, SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD–PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS AND THE LIKE (COLLECTIVELY, “ASSOCIATES”) TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL SUCH WARRANTIES. STYLEMATES MAKES NO REPRESENTATION THAT YOU WILL DERIVE ANY INCOME OR RECEIVE ANY REFERRAL COMMISSION FROM PARTICIPATION IN THE PROGRAM. Without limiting the foregoing, We neither warrant nor represent that your access to the Tivvit App will be uninterrupted or error free or that We will continue to provide the Program. We assume no responsibility or liability arising from any material or information that may be provided by any third party. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
10. Limitation of Liability. YOUR USE OF THE TIVVIT APP AND PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. IN NO EVENT WILL STYLEMATES OR ANY ASSOCIATES BE RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE TIVVIT APP, DOWNLOAD OF ANY CONTENT OR ACCESS TO ANY APPLICATIONS OR SITES. NEITHER STYLEMATES, NOR ANY OF ITS ASSOCIATES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE TIVVIT APP OR PROGRAM, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SYTLEMATES MAXIMUM AGGREGATE LIABILITY ARISING OUT OF YOUR PARTICIPATON IN THE PROGRAM WILL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF REFERRAL COMMISSION RECEIVED BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE EVENTS GIVING RISE TO THE CLAIM OR (II) FIFTY U.S. DOLLARS ($50). Please note that some jurisdictions may not allow the exclusion of certain damages, so some of the above exclusions may not apply to you. If you are dissatisfied with any portion of the Tivvit App, the Program, or with any of these Program Terms, your sole and exclusive remedy is to discontinue using the Tivvit App and participating in the Program.
11. Termination or Suspension. These Program Terms are effective when accepted by you and will remain in effect until you or we terminate your participation in the Program. We may terminate this Agreement and your use of or access to the Program at any time, for any reason or no reason. Any violation of these Program Terms or the rules and conditions of the Program may result in the termination of your Program Account and forfeiture of pending or prior Referral Commission. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of the Tivvit App. You agree that StyleMates will not be liable to you or to any third party for any modification, suspension, or termination of the Program or your access to any of the Tivvit App. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program. Upon any termination of the Program, your right to use and access the Program, and the Tivvit App, and to receive Referral Commission, will terminate. Termination will not prejudice either your or our remedies at law or in equity.
12. Governing Law; Binding Arbitration of All Disputes; No Class Relief. To the fullest extent permissible by law, with the exception of disputes pertaining to StyleMates’s intellectual property rights and certain statutory claims that, pursuant to applicable law, are not arbitrable, any dispute of any kind between you and StyleMates arising under these Program Terms shall be resolved through binding arbitration pursuant to the JAMS Streamlined Arbitration Rules and Procedures on an individual basis only and with no entitlement to class relief, unless otherwise prohibited by law. The arbitrator shall follow New York substantive law in adjudicating the dispute, except that this Section shall be construed as a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and We agree that We intend that this Section satisfies the “writing” requirement of the FAA. The hearing shall be conducted in the county that encompasses the billing address you have provided to StyleMates. For any claim in which you seek U.S. $10,000.00 or less, you shall have the choice as to whether the hearing is conducted in person, by telephone, or instead the arbitrator may decide the dispute without a hearing. For those claims that the arbitrator determines are not frivolous, StyleMates shall pay the costs and fees of JAMS and the arbitrator. StyleMates agrees that it will not seek reimbursement from you for its costs and fees incurred by it in the arbitration. AGREEMENT TO THESE TERMS CONSTITUTES AN AGREEMENT TO PURSUE YOUR CLAIM ONLY ON AN INDIVIDUAL BASIS AND A WAIVER OF THE ABILITY TO PURSUE YOUR CLAIM IN A CLASS ACTION.
13. Miscellaneous. You may not assign your rights and obligations under these Program Terms, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. Headings under these Program Terms are intended only for convenience and shall not affect the interpretation of these Program Terms. Any waiver or failure to enforce any provision of these Program Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Program Terms is held to be invalid, such invalidity shall not affect the remaining provisions. These Program Terms represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions that may have been accepted by you).