March 20, 2022

Welcome!  dpHUE is excited about your interest in dpHUE Products and introducing our Products to your clients.  Please review the following Terms and Conditions governing the use of dpHUE Professional, including pros.dphue.com, the Professional App/Portal hosted by Brand Ambassador, and the sale of the Company’s Products to your clients using pros.dphue.com or the Professional App/Portal hosted by Brand Ambassador (collectively, “the Services”).  If the Terms and Conditions are acceptable to you, then we are ready for you to move one step closer to becoming an authorized user of the Services!  PLEASE READ THE TERMS AND CONDITIONS CAREFULLY, BECAUSE THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND dpHUE WHEN YOU ACCEPT THEM AND THEY INCLUDE AN AGREEMENT TO SETTLE DISPUTES VIA INDIVIDUAL ARBITRATION.

TERMS AND CONDITIONS

1. Certain Definitions: The words below have the following meanings when used in these Terms and Conditions:

•  As stated above, “the Services” means dpHUE Professional, including pros.dphue.com, the Professional App/Portal hosted by Brand Ambassador, and the sale of the Company’s Products to your clients using pros.dphue.com or the Professional App/Portal hosted by Brand Ambassador.
• “We,” “us,” “dpHUE,” or the “Company” mean DMP Color, LLC, a Delaware limited liability company, doing business as dpHUE. These meanings apply whether or not the words are capitalized.
• “You” or “Authorized User” means the licensed salon professional who accepts these Terms and Conditions and meets the requirements set forth in the Services to be an Authorized User. These meanings apply whether or not the words are capitalized.
• “Products” or “dpHUE Products” mean dpHUE-branded Products sold on the websites dpHUE.com or pros.dphue.com.
• “Account” means an account established by you through the Services in accordance with these Terms.
• “Client” or “customer” means a third party who purchases Products. These meanings apply whether or not the words are capitalized.
• “Terms” or “Terms and Conditions” means these Terms and Conditions, as may be amended or restated from time to time. This meaning applies whether or not the word is capitalized.

Other defined terms used herein have the meaning given to them in these Terms.

2. Sales in the United States Only: The Services may only be used for sales and deliveries of dpHUE Products within the continental United States.

3. Contractual Relationship: These Terms govern your relationship with dpHUE and your access to and use of the Services within the continental United States. Your acceptance of these Terms constitutes your agreement to these Terms, and if at any time, you no longer agree with one or more provisions of these Terms, you may no longer use or access the Services.  We may immediately terminate these Terms or the Services with respect to you, or generally stop offering or deny access to the Services or any portion thereof, at any time and for any reason.  Similarly, you may stop using or accessing the Services at any time and for any reason. 

4. Required Age: You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to be permitted to register an Account and use the Services. By accepting these Terms, you are confirming you are at least 18 years of age (or the age of legal majority in your jurisdiction, if different).

5. Information Required From You and Use of that Information: To use the Services, and to introduce your clients to dpHUE Products and to earn any commissions on any Order, you must establish an Account and provide each of the following:

1. Your name, current address, and email address;
2. A current copy of your license to practice cosmetology issued by a State within the continental United States (your “License”);
3. A properly completed and executed Form W-9;
4. The email address that is linked to your PayPal account and permits you to receive payments (your “Payment Address”); and
5. any other items required by the Services or these Terms to start connecting your clients to dpHUE Products.

NOTE: Your W-9 will not be shared or used with any third parties as that term is defined by the CCPA.  The other information and items listed above will be disclosed only to Brand Ambassador or to other entities who act as service providers to dpHUE and will only be used by those entities to effectuate the Services.

You must provide a properly completed and executed Form W-9, and, prior to the expiration of your License, a current copy of your renewed License via the Brand Ambassador portal. You cannot use the Services if we don’t have a current copy of your License, and you will not earn or be paid any commissions in accordance with these Terms if we don’t have a current copy of your License, a current, completed Form W-9, your current Payment Address and your current PayPal email address. If you move or become licensed in a different state, it is your obligation to update your Account and provide a copy of your new license, as applicable.

6. Earning Commissions: You will be eligible to earn and receive a commission of 35% on each Order of dpHUE Products purchased by your client as set forth below and subject to these Terms, including without limitation your satisfaction of the requirements identified in Section 5 and the limitations identified in Section 14.  In order to receive commissions on your clients’ orders:

1. You must provide your client with the unique referral code or link provided to you within the Brand Ambassador App/Portal.
2. Your client must place an order on dpHUE.com by clicking-through your unique referral link or entering your unique referral code at checkout. You will not receive commissions if the order is cancelled.

You are only entitled to earn commissions on the actual amount charged to your client for the dpHUE Products in the Order.  You will not be entitled to earn commissions on any taxes, shipping or other amounts charged to your client in connection with the Order or for any returned Products (see Section 8 below).  See also Section 9 below for limitations on your ability to earn and receive any commission payments if you have not complied with the deliverable requirements in Section 5.

7. Earning and Redeeming Rewards Points; Expiration of Reward Points:

Earning Rewards Points

Once approved as a member of the dpHUE Professional App/Portal hosted by Brand Ambassador, you will have the opportunity to earn rewards points!  In addition to earning commissions, you will earn rewards points when your client places an order on dpHUE.com by clicking-through your unique referral link or entering your unique referral code at checkout.  You will also earn rewards points 1) when you register your account at https://brandambassadorapp.net/forms/register/dphue/1 and are approved; 2) when you complete your account profile; 3) when you post or repost content on social platforms, such as Instagram, Facebook, Pinterest, and Twitter; 4) if your post is featured in the Spotlight feed within the Brand Ambassador App/Portal; and 5) if another approved Professional has identified you as a referee during their registration process.  Each of these ways to earn has a specific number of rewards points associated with them as well as terms regarding how often they can be earned.  We have the right to adjust, from time-to-time, the ways to earn rewards points, the number of rewards points earned for each activity, how often rewards points can be earned and other terms related to the rewards points. Within the Brand Ambassador App/Portal, rewards points are referred to as “Coins” and any reference to “Coins” means the rewards points referred to herein.  For specific details on the ways to earn rewards points, the number of rewards points earned and how often the rewards points can be earned, please refer to the “Coin Table” within the Brand Ambassador App/Portal.

Redeeming Rewards Points

In order to redeem rewards points, visit the “Rewards” section of the Brand Ambassador App/Portal.  In the “Rewards” section, you will find the rewards offered through the program, how many rewards points are required to redeem each of the rewards, and how many rewards points you have available. Each Reward has a stated “Price in Coins” which is considered the “Number of Rewards Points” needed to redeem that reward. We also state your “Available Coins” which represents the “Number of Rewards Points” you have currently. Within the Brand Ambassador App/Portal, rewards points are referred to as “Coins” and any reference to “Coins” means the rewards points referred to herein. Rewards are subject to change at any time and are available while supplies last.

Rewards Points Expiration

Rewards Points are reset to 0 every year on your anniversary date.  Your anniversary date is the date you received an email or message from us stating you are approved.  Any rewards points not redeemed in accordance with these Terms and Conditions by the applicable expiration date, will expire and be removed from your Account.

Taxation of Rewards

In accordance with guidance and rules from the Internal Revenue Service, in general, the rewards points are taxable to you at the time you earn the rewards points. The value of the rewards points issued during the year will be included on the Form 1099 that the Company sends you annually.  The rewards points you earn will be included on the Form 1099 you receive even if you do not redeem the points during the applicable tax period. The value of each reward point may vary from time-to-time but the value will generally be between .025 and .03 cents per reward point.  The "Rewards" section of the Brand Ambassador App/Portal includes the applicable value of a rewards point and will be updated from time-to-time if the value changes.

 

8. Returns: We reserve the right to adjust commissions and rewards points from time-to-time based on return activity associated with your clients’ Orders and your Account.

9. Payment of Earned Commissions: You must have a PayPal account to earn and receive commissions. dpHUE will pay any validly earned commissions to you within 1 business day after the close of the following month. You will not earn, and dpHUE will not be required to pay, any commission to you if we do not have (1) a current, properly completed and executed Form W-9 from you, (2) a current copy of your license to practice cosmetology, and (3) a current Payment Address, as set forth in Section 5 above.  If you have not complied with these requirements, dpHUE will notify you of the missing information and you will have 30 calendar days from the date of such notice to provide such information to dpHUE.  If you do not provide such information within the 30-day period, then you will no longer be eligible to earn or receive any commissions, including without limitation for any Orders prior to such date for which you have not satisfied the conditions to earn commissions.

10. Client Data and Privacy: You can view your clients’ dpHUE Product order information when logged-in to Brand Ambassador’s password-protected App/Portal if the client used your unique referral code and/or link when placing their order on dpHUE.com. Your unique referral code and link can be found in the Brand Ambassador Portal within the “Profile” or in the Brand Ambassador App within your “Account” under “Referrals”. You will have access to the following information for clients who use your referral code or link at in purchasing Products on dphue.com: order date, order number, client’s first name, client’s last name, product details, order total, and commission amount earned. These Terms do not limit what you can do with any information about your clients that you may obtain outside of the Brand Ambassador App/Portal.  The following restrictions apply only to information about your clients that you view or obtain exclusively through the Brand Ambassador App/Portal (“dpHUE Exclusive Client Data”).  Regarding this dpHUE Exclusive Client Data, you agree as follows:

• you will not retain, use, or disclose any dpHUE Exclusive Client Data for any purpose other than to carry out your obligations and responsibilities under these Terms and Conditions
• you will not sell, make available, or otherwise disclose any dpHUE Exclusive Client Data to any third party

dpHUE is providing this dpHUE Exclusive Client Data to you for the sole purpose of effectuating your rights, obligations, and responsibilities under these Terms and Conditions and your relationship with dpHUE.  The disclosure of this dpHUE Exclusive Client Data to you does not constitute a “sale” as defined by the CCPA.

This information may be protected by applicable laws regarding the collection, use, disclosure, protection, and retention of personal information (“Applicable Privacy Laws”). You are responsible for compliance with all Applicable Privacy Laws. You also acknowledge that you have read and consent to the Privacy Policy and the CCPA Privacy Notice, which explain our practices and our expectations with regard to your personal information and clients’ personal information.

If you discover or are notified of a breach, or potential breach, of security, or any unauthorized access, use or disclosure, or loss of, or inability to account for any dpHUE Exclusive Client Data (including but not limited to a disclosure of your login credentials) (“Data Incident”), you will immediately notify dpHUE, take reasonable steps to mitigate the effects of the breach or potential breach, and perform any post-incident assessments as required by dpHUE.  In the event of any Data Incident, you shall defend and indemnify dpHUE for (a) the costs of remedying any Data Incident caused by you (or your network), including the cost to provide any notices and credit services required by applicable law to third parties, and all associated support to such third parties (e.g., call center support); (b) any claims, fines, penalties, fees or other charges imposed upon or assessed against dpHUE by a governmental authority, arising out of an alleged violation of applicable law; and (c) any third party claims for damages (including attorneys’ fees) or penalties (including payment card brand fines) arising out of an alleged violation of applicable law or contract.

You certify that you understand and will comply with the restrictions set forth in this Section 10.

11. Product Testing: We may contact you to participate in testing for products in their final stages of development. These products may not be in the final packaging and are considered free samples.  They are not for sale and are for external use only.  If we ask you to participate and you agree to participate, we will provide an ingredient list and additional details and information at that time.

12. Questions About the Products and Email Communications: dpHUE’s website contains Product descriptions and Product ingredients. Please refer to these descriptions when discussing our Products with your clients.  If you have any questions, or would like additional information, please contact us at pros@dphue.com.  We may also share information about our Products, the Services, and promotions with you from time to time via email. 

13. Ownership; Use of dpHUE Marks: Ownership; Use of dpHUE Marks. The Services and all rights therein are and shall remain the property of dpHUE or Brand Ambassador, as applicable.  You may use the proprietary trademarks, trade names, designs and logos of dpHUE and its wholly-owned subsidiaries (the “dpHUE Marks”) made available to you through the Services only to introduce your clients to dpHUE products and to assist your clients with purchasing dpHUE products.  Your use of the Services does not convey to you any right, title or interest in or to the Services, the dpHUE Marks, or any property of Brand Ambassador.   

14. Disclaimers; Limitation of Liability; Indemnity:

DISCLAIMER.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." dpHUE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, dpHUE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR PRODUCTS REQUESTED THROUGH THE SERVICES, OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY.

dpHUE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF dpHUE, EVEN IF dpHUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

dpHUE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF (i) YOUR USE OF OR RELIANCE ON THE SERVICES, OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY ARISING OUT OF OR IN RELATION TO THE SERVICES, INCLUDING BUT NOT LIMITED TO A CLIENT OF YOURS, EVEN IF dpHUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. dpHUE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND dpHUE'S REASONABLE CONTROL.

dpHUE’s AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND/OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE PRECEDING SIX MONTH PERIOD. ALL CLAIMS MADE HEREUNDER BY YOU AGAINST US MUST BE MADE WITHIN 120 DAYS OF THE ACT OR OMISSION BY dpHUE THAT FORMS THE BASIS OF SUCH CLAIMS.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS BEYOND WHAT IS PERMITTED BY APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS dpHUE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON dpHUE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

15. Indemnity: You agree to indemnify and hold dpHUE and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (1) your use of the Services; (2) your breach or violation of any of these Terms; and (3) your violation of the rights of any third party in conjunction with your use of the Services.

16. Policies and Pricing: Your clients who buy Products through the Services using your unique referral code and/or link will be deemed to be dpHUE’s customers. All dpHUE terms and conditions, rules, policies, and operating procedures concerning customer orders, customer service, and Product sales set forth in dpHUE’s Consumer Terms and Conditions will apply to those customers. We may change our consumer terms and conditions, policies, and/or operating procedures at any time. For example, we will determine the prices to be charged for Products in accordance with our own pricing policies at any time. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

17. Ownership and Use of User Content and Personal Information: dpHUE and Brand Ambassador have agreed that you own any content you create through the Services, subject to the provisions of Section 13 above regarding dpHUE’s and Brand Ambassador’s intellectual property, including the dpHUE Marks. You agree that dpHUE, through Brand Ambassador, may use and repurpose any content you create through the Services without further consent and/or compensation to you and you grant dpHUE the necessary use rights to do so. dpHUE holds no right, title, or interest in your personal information or the personal information of your clients. From time to time, dpHUE may solicit, collect, use, and distribute your feedback (including name, likeness, testimonials, photos, and appearance) regarding new or existing products to be used for marketing and advertising purposes (the “Materials”). You understand and agree that dpHUE has ownership over the Materials, that your feedback may be edited for content and formatting purposes, and dpHUE’s usage of the Materials is without further consent and/or compensation to you.

18. Modification: We reserve the right to change or modify the provisions contained in these Terms, at any time and in our sole discretion. Any changes or modifications will be effective upon notice of such changes to you. dpHUE may deliver notice by either of the following methods: (a) sending a notice of such change via email; or (b) prominently posting a notice of change or modification on pros.dphue.com. Modifications may include, for example, changes in the scope of available commissions, commission amounts, payment procedures, and Account and Service rules or terms and conditions. YOUR CONTINUED USE OF ANY OF THE SERVICES FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT IN ACCORDANCE WITH THIS SECTION WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Any notice is deemed given to you when given or posted in accordance with this Section.

19. Relationship of Parties: You and dpHUE are each an independent contractor, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether to a client or otherwise, that reasonably would contradict anything in this Section.

20. Dispute Resolution; Arbitration. Please review this Arbitration provision carefully. It provides that any dispute between us arising out of these Terms must be resolved by binding arbitration, to the extent permitted by applicable law. Arbitration replaces the right to go to court and the right to have a jury decide a dispute. Under this provision, your rights may be substantially limited in the event of a dispute. You may opt out of this Arbitration provision by following the instructions below. 

By accepting these Terms, unless you opt out by following the instructions below, you agree that all disputes arising out of or in any way related to these Terms and/or your use of the App must be resolved by confidential, binding arbitration to the extent permitted by applicable law. To the extent permitted by applicable law, neither you nor dpHUE will have the right to litigate that dispute in court or to have a jury trial on that dispute. Pre-arbitration discovery will be permitted only as allowed by the arbitration rules referenced below. In addition, you will not have the right to participate as a representative or member of any class of claimants, unless any applicable law forbids the waiver of that right. The arbitrator's decision will generally be final and binding. Other rights that you would have in court may also not be available in arbitration. It is important that you read the entire arbitration provision carefully. 

For purposes of this arbitration provision, “dispute” shall be construed as broadly as possible, and shall include any claim, dispute or controversy (whether in contract, regulatory, tort or otherwise, whether pre-existing, present or future and including constitutional, statutory, common law, intentional tort and equitable claims) arising from or relating to these Terms and/or your use of the App, including but not limited to payment or non-payment of alleged commissions; the actions of yourself, dpHUE, or third parties; or the validity, enforceability, interpretation, or scope of these Terms or this arbitration provision. The term “dispute” includes disputes brought as counterclaims, cross claims, or third-party claims. To the extent permitted by applicable law, disputes may not be brought as part of a class action or other representative basis. IF YOU DO NOT OPT OUT, THEN YOU WILL HAVE WAIVED YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION RELATED TO THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW. In this arbitration provision, the words “we,” “us,” and “our” shall include dpHUE and any assignees of any of dpHUE’s rights, as well as dpHUE’s and its assignees’ respective affiliates, parents, subsidiaries, franchisees, vendors, suppliers, and further assigns. 

Any arbitration under this Arbitration provision shall be administered by the American Arbitration Association (“AAA”) under its rules applicable to the resolution of consumer disputes in effect when the dispute is initiated. Those rules are available at www.adr.org/rules or by calling the AAA at 1-800-778-7879.  The arbitrator shall have no authority to hear any disputes on a class or representative basis. Neither you nor dpHUE may consolidate or join the disputes of other persons who may have similar disputes into a single arbitration. Any arbitration hearing that you attend will take place in the federal judicial district where you reside. dpHUE will not elect arbitration of any dispute that is filed as an individual matter by you in a small claims or similar court, so long as the dispute is pending on an individual basis in that court. 

A single, neutral arbitrator will decide any disputes. The arbitrator must be either a retired or former judge or a lawyer with no less than 10 years’ experience, selected in accordance with the AAA's rules. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act (“FAA”) and applicable statutes of limitations, will honor claims of privilege under applicable law, and will have the power to award to a party any damages or other relief provided under applicable law. Any party may choose to have a hearing and may choose to be represented by counsel. The arbitrator will issue an award in writing and, upon request, will provide a written explanation for the award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 

The party initiating an arbitration must pay the AAA’s initial filing fee, although you can ask the AAA to waive the filing fee and we will consider your request that we pay the filing fee on your behalf. dpHUE will pay any subsequent administration fees imposed by the AAA, and dpHUE will pay the arbitrator’s fee for up to one day of hearings. All other fees will be allocated as provided by the AAA's rules and applicable law. If you prevail in arbitration, dpHUE will reimburse you any fees paid to the AAA. However, even if dpHUE prevails, it will not seek reimbursement from you of any fees dpHUE paid to the AAA unless the arbitrator determines that your dispute was brought in bad faith. Each party shall bear its own costs of attorneys, experts, and witness fees, regardless of which party prevails in the arbitration. However, if applicable substantive law gives you the right to seek reimbursement of attorneys’ fees or other fees or costs, then that right shall also apply in the arbitration. 

You have the right to opt out of this arbitration provision, but you may only do so within thirty (30) days of acceptance of these Terms. In order to opt out, you must provide us written notice via email: info@dphue.com.  You must inform us of your decision to opt out, and sign the notice.  This arbitration provision shall survive termination by either party of this Agreement between you and dpHUE. This arbitration provision is made in connection with interstate commerce, and shall be governed by the Federal Arbitration Act, 9 USC Sections 1 through 16.

If any specific part of this Section 20 is determined to be void or unenforceable, the remainder of this Section 20, and these Terms, will remain enforceable to the maximum extent permitted by law.

21. Independent Investigation: You acknowledge that you have carefully read these Terms and agree to each term and condition contained herein. You understand that we may at any time sell Products on terms that may differ from those contained in these Terms.

22. Responsibility for Taxes: You are solely responsible for all taxes arising from any commission or other amounts paid to you pursuant to these Terms. Neither federal, nor State, nor local income tax, nor payroll tax of any kind, will be withheld or paid by dpHUE on your behalf. You understand that you are responsible for paying, according to law and in a timely manner, any applicable taxes or withholding amounts.

23. Other Provisions:

Notice.

dpHUE may give notice by means of a general notice on pros.dpHUE.com or by electronic mail to your email address. You may give notice to dpHUE via electronic mail to Info@dphue.com, or by written communication sent by first class mail or pre-paid post to our registered agent for service of process at DMP Color, LLC d/b/a dpHUE 60 South 6^th Street, Suite 3900 Minneapolis, MN 55402. Notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone).

General; No Assignment Permitted by You.

You may not assign these Terms, by operation of law or otherwise, without dpHUE's prior written approval. dpHUE may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of dpHUE's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this Section is void. No joint venture, partnership, employment, or agency relationship exists between you, dpHUE or any third party as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. dpHUE's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by dpHUE in writing.

Term; Termination.

The agreement created between us by these Terms will begin upon your acceptance of the Terms and will end when terminated by either of us. Either you or dpHUE may terminate these Terms at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. Upon termination of these Terms, (1) all licenses and permitted uses hereunder shall terminate, and (2) you will immediately quit using the Services, and (c) Sections 1, 3, 4, 5, 8, 9, 10, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 of these Terms will survive such termination. dpHUE may determine that you have not earned, and therefore you will not be paid, commission payments at termination if dpHUE, in its sole discretion, believes explicit provisions of these Terms have been breached or violated by you.

Scope of Terms.

These Terms constitute the entire agreement and understanding between us with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements or representations between us.

Injunctive Relief.

You expressly agree and acknowledge that your breach of these Terms may cause irreparable harm to dpHUE, and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, dpHUE will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.

Attorneys' Fees.

In the event any action is commenced to construe or enforce any provision of these Terms, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.

Governing Law, Jurisdiction, and Venue.

These Terms are governed by the laws of the State of Minnesota, without reference to its conflict-of-law principles.  Any dispute (as that term is defined in Section 20) arising out of or relating to these Terms or your use of the Services must be brought as set forth in Section 20.

Choice of Law.

These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, U.S.A., without giving effect to any of Minnesota’s conflict of law principles.

Conflicting Terms.

In order to use the Services, you must agree to Brand Ambassador's Terms and Conditions and Privacy Policy in addition to these Terms.  Regarding your relationship with dpHUE, if there is any conflict between Brand Ambassador’s terms and conditions and these Terms, these Terms will control.

Severability.

If any provision of these Terms or application thereof to any party or circumstances is determined to be invalid and unenforceable to any extent, any remaining valid and enforceable portion of that provision, and the remainder of these Terms, shall not be affected thereby, and any remainder of that provision and all other provisions herein shall remain valid and shall be enforced to the fullest extent permitted by law.

Waiver.

Our failure to enforce your strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.