Affiliate Agreement Terms & Policies

1. The Agreement. These Terms & Policies govern the relationship between you, as an Independent Bellia Affiliate, and Bellia (hereafter “Bellia” or the “Company”). As used in this document, the term “Agreement” refers to these Terms and Policies in their current form and as may be amended in the future at the Company’s discretion. Independent Affiliates shall be referred to herein as “Affiliates.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

2. Independent Contractor Status. Affiliates are independent contractors and not employees, partners, legal representatives, or franchisees of Bellia. Affiliates are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. AFFILIATES SHALL NOT BE TREATED AS A BELLIA EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Bellia is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from affiliate commissions paid hereunder. Affiliates are not entitled to workers compensation or unemployment security benefits of any kind from Bellia.

In all written, graphic, or digital material used for Bellia business purposes, Affiliates must represent themselves as a “Bellia™ Independent Affiliate.” Affiliates shall not lead anyone to believe that they are employees of Bellia.

3. Income Taxes. As an independent contractor, you are responsible for paying local, state, and federal taxes on any income generated as a Bellia Affiliate. Every year, Bellia will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. To facilitate this reporting, you must provide Bellia with your Social Security Number, Employer Identification Number, or Taxpayer Identification Number upon request.

4. Adherence to the Agreement. Affiliates must comply with the Agreement. If you do not agree to the Terms & Policies of the Agreement, your sole recourse is to notify the Company and cancel the Agreement. Failure to cancel constitutes your acceptance of the Terms & Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for the receipt of affiliate commissions hereunder.

5. Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel the Agreement. Notice of amendments to the Agreement shall be given by email to your email address on file with the Company.

6. Affiliate Rights. In addition to the other rights and benefits specified herein, Affiliates have the following rights under this Agreement:
• The right to purchase Bellia products at the discounted Affiliate prices.
• The right to refer customers to their Affiliate website/link to purchase Bellia products and earn affiliate commissions on such purchases as set forth herein.

7. Affiliate Discounts. Upon enrollment, each Affiliate automatically qualifies for a 15% discount off of the retail prices of Bellia products as published at Bellia’s official website. As soon as an Affiliate has made $1,000 in purchases, the discount will increase to 20% off of the retail price. When an Affiliate has made $2,000 in purchases, the discount will increase to 30% off of the retail prices. Finally, after an Affiliate has made $3,000 in purchases, the discount shall be 40% off of the retail prices.

8. Affiliate Commissions. As an Affiliate, you may enroll others as Affiliates and as customers. When one of your personally enrolled/referred customers or Affiliates purchase a Bellia product through your affiliate link, you will earn a 10% affiliate commission based on the price actually paid by the purchaser. Affiliate commissions are paid on the ___ day of each month for the sales made during the preceding month.

If you believe that Bellia has made an error in calculating the amount of your affiliate commission, you must report the purported error to the Company in writing within 60 days from the date on which the mistake occurred. While Bellia shall use its best efforts to correct errors reported more than 60 days after the date of the error, Bellia shall not be responsible to make changes or remunerate Affiliates for losses for mistakes that are reported more than 60 days after the mistake occurs.

9. Assignment of Rights and Delegation of Duties. Affiliates may not assign any rights under the Agreement without the prior written consent of Bellia. Any attempt to transfer or assign the Agreement without the express written consent of Bellia renders the Agreement voidable at the option of Bellia and may result in termination of the Agreement. If the assets of Bellia, or a controlling ownership interest in Bellia, is transferred to a third party, Bellia may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

10. 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.

11. Waiver of Right of Publicity. Affiliates grant Bellia an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Affiliates waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

12. Minimum Age. Persons under age 18 may not be Affiliates.

13. Severability. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of an Affiliate against Bellia shall not constitute a defense to Bellia’s enforcement of any term or provision of the Agreement.

14. Term and Renewal of the Agreement. The term of the Agreement is one year from the date of enrollment. Unless the Agreement has been cancelled as provided at Section 24, the Agreement shall automatically renew for annual one-year terms on each anniversary of the enrollment date. An Affiliate may cancel the Agreement at any time and for any reason. If an Affiliate does not cancel, the Agreement will be automatically renewed.

Bella reserves the right to terminate all Affiliate Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via affiliate marketing.

15. General Conduct. Affiliates shall safeguard and promote the good reputation of Bellia and its products, and must avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. Affiliates agree that they shall exhibit high moral character in their personal and professional conduct. Affiliates shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Affiliates must adhere pursuant to this section, the following standards specifically apply to Affiliates’ activities:

• Deceptive conduct is always prohibited. Affiliates must ensure that their statements are truthful, fair, accurate, and are not misleading.
• If the Agreement is cancelled for any reason, the Affiliate must discontinue using the Bellia name, and all other Bellia intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
• Affiliates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

16. Social Media. In addition to meeting all other requirements specified in this Agreement, should an Affiliate utilize any form of social media in connection with the sale of Bellia products, including but not limited to blogs, Facebook, Twitter, Instagram, LinkedIn, YouTube, or Pinterest, the Affiliate agrees to each of the following:

• Affiliates are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media account that they own, operate, or control.
• Affiliates shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, national origin, creed, religion, gender, gender identity, sexual orientation, physical or mental disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
• It is each Affiliate’s responsibility to follow the social media site’s terms of use.
• Affiliates shall not advertise prices on any social media posting unless the price is equal to or higher than the prices displayed for Bellia products at the official Bellia website.
• Affiliates shall respect the privacy of other social media users. Affiliates shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.

17. Trademarks and Copyrights. The name “Bellia” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks, and service marks of Bellia. The Company grants Affiliates a limited license to use its trademarks and trade names in promotional media for so long as the Affiliate’s Agreement is in effect. Upon cancellation of an Affiliate’s Agreement for any reason, the license shall expire, and the Affiliate shall immediately discontinue all use of the Company’s trademarks and tradenames. Under no circumstances may an Affiliate use any of Bellia’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any sales or promotional materials. Bellia regularly produces live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Affiliates, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Affiliates may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium. In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material are also copyrighted. Affiliates shall not copy or make derivatives of any such materials for their personal or business use without the Company’s prior written approval.

18. Media Inquiries. Affiliates must not interact with the media regarding the Bellia business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to the Bellia marketing department.

19. Handling Personal Information. If an Affiliate receives Personal Information from or about an Affiliate, a prospective Affiliate, a customer, or a prospective customer, it is the Affiliate’s responsibility to maintain the security of the Personal Information. The Affiliate should shred or irreversibly delete the Personal Information of others once the Affiliate no longer needs it. Personal Information is information that identifies or permits a person or entity to contact an individual. It includes the name, address, email address, telephone number, credit card information, social security or tax identification number, and other information associated with these details, of another person including customers, potential customers, Affiliates, and prospective Affiliates.

20. Actions of Third Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of an Affiliate engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Affiliate. “Knowledge” of misconduct is not limited to actual knowledge. If an Affiliate engages in acts or omissions that the Affiliate knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Affiliate, the Affiliate shall be deemed to have knowledge of the violation.

21. Tampering with Product Packaging. Bellia products must be sold in their original packaging. Affiliates shall not alter the original packaging or labeling of products that they are selling to their personal retail customers.

22. Negative Comments/Nondisparagement. Affiliates agree that they shall not disparage, libel, slander, demean, or make negative or critical comments to third parties or other Affiliates about Bellia, its owners, officers, directors, management, employees, or other Bellia Affiliates. Disputes or disagreements between any Affiliate and Bellia shall be resolved through the dispute resolution process herein, and the Company and Affiliates agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum. Complaints and concerns about Bellia should be directed to the Customer Service Department Ask@BelliaWorld.com.

23. Adjustment to Affiliate Commissions. Affiliate commissions from product sales are fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to Bellia for a refund or is repurchased by the Company, or a chargeback occurs, the affiliate commission attributable to the returned or repurchased product(s) will be recovered by the Company from the Affiliate who received the commissions based on the original sales of such products. Such unearned commissions will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commissions are fully recovered from the selling Affiliate. Bellia reserves the right to withhold or reduce any Affiliate’s compensation as it deems necessary to comply with any garnishment or court order directing Bellia to retain, hold, or redirect such compensation to a third party.

24. Cancellation or Termination of the Agreement; Disciplinary Sanctions.

• Voluntary Cancellation. You have the right to cancel this Agreement at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Affiliate Back office. The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D. Number.
• Involuntary Cancellation/Termination; Disciplinary Sanctions. Violation of any term of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Affiliate that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of this Agreement, and/or any other disciplinary measure that Bellia deems appropriate to address the misconduct. In situations deemed appropriate by Bellia, the Company may institute legal proceedings for monetary and/or equitable relief, subject to the Dispute Resolution Policy at Section 26.
• Effect of Cancellation. So long as an Affiliate remains active and complies with the terms of the Agreement, Bellia shall pay affiliate commissions to such Affiliate in accordance with the Agreement. An Affiliate whose Agreement is cancelled for any reason will lose all Affiliate rights, benefits, and privileges. This includes the right to represent yourself as an Independent Bellia Affiliate, to sell Bellia products and services and the right to receive affiliate commissions. An Affiliate whose Affiliate Agreement is canceled shall receive affiliate commissions only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

25. Indemnification. Each Affiliate agrees to indemnify Bellia for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Bellia incurs resulting from or relating to any act or omission by the Affiliate that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Bellia may elect to exercise its indemnification rights through withholding any compensation due the Affiliate. This right of setoff shall not constitute Bellia’s exclusive means of recovering or collecting funds due Bellia pursuant to its right to indemnification.

26. Dispute Resolution/Arbitration. You agree that in the event of a dispute between you and Bellia relating to the Agreement or the rights and obligations of either party, such dispute shall be resolved by binding arbitration. The parties waive all rights to trial by jury or to any court. The arbitration shall be filed with and administered by the American Arbitration Association (AAA) in accordance with the AAA’s Consumer Arbitration Rules, which are available on its website at www.adr.org. Bellia will send a copy of the AAA rules to you upon your request to the Customer Service Department. Notwithstanding the rules of AAA, unless otherwise stipulated by the parties, the following shall apply to all Arbitration actions:
• The Federal Rules of Evidence shall apply in all cases.
• The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
• The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
• The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed and shall last no more than five business days.
• The parties shall be allotted equal time to present their respective cases.
• 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.
• Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration.
• All arbitration proceedings shall be held in Waco, Texas. There shall be one arbitrator selected from the panel provided by AAA. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.
• The decision of the arbitrator shall be binding on the parties and may, if necessary be reduced to a judgment in any court of competent jurisdiction.
• Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.
• This agreement to arbitrate shall survive the cancellation or termination of the Agreement.

27. Arbitration Opt-Out. If you do not wish to be subject to this Arbitration provision, you may opt-out by notifying Bellia in writing of your desire to opt-out of this Arbitration provision within 30 days of your enrollment as an Affiliate. The opt-out notice shall be sent via email to ask@BelliaWorld.com. If you opt-out of arbitration, jurisdiction and venue for the dispute shall be in McLennan County, State of Texas, and the dispute shall be governed by the laws of the State of Texas, without regard to principles of conflicts of laws.

28. Disputes Not Subject to Arbitration. Notwithstanding anything to the contrary herein, the following disputes shall not be subject to arbitration:
• Action to enforce an arbitration award or order. Either party may bring an action in a court properly vested with jurisdiction to enforce an arbitration award or order.
• Actions for emergency equitable relief. Either party may apply to any court having jurisdiction for a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect its intellectual property rights.
• Claims that are within the jurisdictional limit of the small claims court in the jurisdiction in which the Affiliate resides. Notwithstanding any other provision herein to the contrary, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

29. Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Bellia business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as an Affiliate. Submit your written opt-out notice to Ask@BelliaWorld.com.

30. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in this Agreement, the law of the State of Texas without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

31. Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a party’s right to recover liquidated damages as set forth in this Agreement.

32. Headings and Titles. The headings and titles used in this Agreement are included for convenience only and shall not limit or otherwise affect the terms and conditions of this Agreement.