1. Introduction

These Affiliate Program Terms and Conditions entered hereunder (collectively, the “Agreement”) govern your application for, and any subsequent participation in, Natasha Denona Makeup LLC’s affiliate program (the “Affiliate Program”). By clicking the “Apply now” button and submitting your application to the Affiliate Program, you thereby accept and agree to be personally bound – or, if you are applying on behalf of a company, you agree that your company will be bound – by the terms of this Agreement.

Natasha Denona Makeup LLC is referred to herein as “ND,” “we,” or “our.” You and, if applicable, your company, are collectively referred to herein as “you.” You and ND are each individually referred to herein as a “Party” and collectively as the “Parties.”

We reserve the right to modify this Agreement at any time. We will notify you of any changes by posting the updated Agreement on our website, or where required under applicable law, by notifying you through the email address provided upon applying for the Affiliate Program. Your continued participation in the Affiliate Program after such modifications will constitute your acceptance of the new terms.

Participating in the Affiliate Program may require you to subscribe to a separate affiliation platform, known as the “Affiliation System,” which is operated and managed independently by an external third party. Your subscription to and use of the Affiliation System will be governed by the third party’s own terms and conditions. These terms are separate from our Agreement and are not under our control or responsibility. It is important to review and understand the third party’s terms and conditions before using their platform, as they will apply to your interactions with the Affiliation System.

Please note that participation in the Program may require you to subscribe to a specific affiliation platform, which is operated by an external third party (“Affiliation system”). Such Affiliation system is operated independently and directly by such third party, and without derogating from your obligation herein, your subscription and use of the Affiliation systems may be subject to the separate specific terms and conditions of such third party, which are not under our responsibility.

2. How the Affiliate Program Works

The Affiliate Program is designed to reward and empower Affiliates to share their passion for beauty. Approved participants in ND’s Affiliate Program (each, an “Affiliate”) have the opportunity to earn “Commissions” for ND products that are sold by the Affiliate (an Affiliate’s “ND Sales”) to third parties (“End Users”). Commission rates vary based on the category and type of ND product purchased by an End User. ND may revise Commission rates in its sole and absolute discretion.

We’ve structured our rewards into tiers to support Affiliate growth. Below are our four tiers and the benefits associated with each:
● Starter Tier
o Affiliates making up to $10k
o Commission Rate: up to 8%
o 50% off total cart (one time use)
o Early access on launches
● Bronze Tier
o Affiliates making between $10k-$50k
o Commission Rate: up to 10%
o 50% off total cart (one time use)
o Early access on launches
● Glow Tier 
o Affiliates making between $50k-$100k
o Commission Rate: up to 12%
o Free Gift: Eyeshadow Palette, Cheek Trio, Lips
o Early access on launches
o Exclusive GLOW discounts sitewide
● Glam Tier
o Affiliates making $100k+
o Commission Rate: up to 15%
o Free Gift: Eyeshadow Palette, Cheek Trio, Lips + HERO PRODUCT
o Early access on launches
o Exclusive GLAM discounts sitewide

Each Affiliate’s ND Sales, and corresponding Commissions, are tracked through a unique “Affiliate ID” assigned to the Affiliate through the Affiliate Program. In order to ensure that the ND Sales are generated in a fair and lawful manner that protects ND’s reputation, certain rules and restrictions apply to the manner in which Affiliates can promote ND and generate ND Sales. These rules and restrictions are set forth in this Agreement and may be updated by ND from time to time as the law or advertising practices change.
In the event that your participation in the Affiliate Program is rejected or terminated, you must immediately stop using all Affiliate IDs and remove all ND promotional materials from your website and/or social media accounts.

3. Enrollment in the Affiliate Program

Each Affiliate must be at least 18 years of age or the age of legal capacity in your jurisdiction, whichever is higher. To enroll in the Affiliate Program, you must complete the application form and receive approval from ND. You agree to provide all information requested by ND in connection with your Affiliate application, and you affirm that all information that you provide is truthful and accurate. Additionally, you must also subscribe to the Affiliation System as directed and accept its terms, conditions, and any other agreements required for participation. ND retains sole and exclusive discretion to determine whether you qualify for participation in ND’s Affiliate Program. Not everyone who applies for ND’s Affiliate Program will qualify for approval as an Affiliate.

4. Compensation

a. Tracking, If your application to become an Affiliate is approved by ND, you will be assigned a unique Affiliate ID via ND’s Affiliation System for tracking purposes. You may be required to create a separate account with the Affiliation System that is subject to the Affiliation System’s user terms and conditions.

b. Affiliate ID, You are permitted to place and publish your Affiliate ID on your website, social media platforms, and other promotional channels. You will have the opportunity to receive a Commission for each ND Sale where the End User is redirected to ND’s website through your Affiliate ID and subsequently completes a purchase. You understand and agree that it is your exclusive responsibility to ensure that your Affiliate ID is in use and working, and that you will not be credited for any ND Sales or paid any Commissions for End User transactions that are not initiated through your Affiliate ID. Please note that Affiliate IDs may
have a limited time period of validity and may be amended from time to time by ND. ND reserves the right to offer promotional sales on its websites and other direct channels, which may include higher percentage discounts, without any prior notice to you.

c. Payment, Affiliates are eligible to earn a Commission based on a percentage of qualifying purchases made through their unique Affiliate ID. To receive any Commission payments, you are required to provide ND with a completed IRS Form W-9. Failure to submit a completed W-9 will result in delayed or withheld payments until the form is properly submitted. Commission payments will be processed on a monthly basis, within twenty (20) days following the end of each month in which ND receives payment for an ND Sale. Payments are subject to deductions for any refunds, chargebacks, or returns associated with the ND Sale, as well as compliance with all other terms outlined in this Agreement. Commissions are calculated based on the type of products and final purchase price paid by the End User. All payments will be made in U.S. Dollars (USD) via the Affiliation System. Affiliates must reach a minimum threshold of One Hundred Fifty and 00/100 Dollars ($150.00 USD) in outstanding Commissions before receiving payment. Balances below this threshold will roll to the subsequent payment periods until the minimum amount is met. ND reserves the right to assign different Commission rates to individual Affiliates in its sole discretion. Payments through the Affiliation System are contingent on its proper functionality and may be subject to additional terms and conditions set by the Affiliation System operator. ND assumes no responsibility for payment failures or delays caused by technical issues or malfunctions within the Affiliation System.

d. Offset of Refunds and Chargebacks, Commissions are paid only for transactions that are tracked through your Affiliate ID, made within the specified time frame that the Affiliate ID is valid, and where ND actually received payment for an ND Sale. If the End User associated with an ND Sale has insufficient funds or initiates a refund, chargeback, or similar return of the ND Sale, then your Commission associated with the ND Sale will likewise be reversed. If you have already been paid Commission for an ND Sale that later results in a refund or chargeback, then ND reserves the right to offset the amount of said Commission by deducting it from payment of your future Commission.

e. Taxes, You shall be exclusively responsible for payment of any applicable federal, state, or local taxes, fees, or surcharges assessed on the Commissions paid to you by ND.

5. Prohibited Conduct

a. Prohibited Advertising Methods, Unless expressly authorized in writing by ND, you are prohibited from publishing or otherwise distributing advertisements by email, telemarketing, fax, or text messaging in any form to any device. You should not offer monetary incentives, such as rewards points, cash, rebates, gift cards, or prizes to End Users in return for their response to an advertisement. You may not use bots or any other automated means of distribution and sales, toolbars, ad walls, or similar practices.

b. Prohibited Self-Dealing, You will not be paid any Commissions for ND Sales completed through your own user account(s). You are not permitted to open an ND account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation. You may not pay for ND Sales, whether in whole or in part, transacted through another person’s or entity’s account.

c. Fraud, ND does not tolerate Affiliate fraud in any form, regardless of whether ND or the End User is the victim of such fraud. If ND determines, in its sole and exclusive discretion, that any of your ND Sales were procured fraudulently or as a result of any fraudulent or misleading act, any violation of this Agreement, or violation of any applicable law, no Commission will be paid for such ND Sales and all outstanding Commissions will be forfeited by you. Moreover, notwithstanding any other limitations on termination within this Agreement, in the event of fraudulent or unlawful conduct by you, ND may terminate this Agreement immediately without ND having any liability to you.

d. Non-Disparagement, You are not permitted to disparage ND or ND’s principals or the products or services of an ND competitor in your promotion of ND. You agree that you will not, as part of your promotion of ND, communicate, publish, or transmit any content (or links to any content) that ND reasonably believes: (i) constitutes, depicts, fosters, promotes, or relates in any manner to unlawful use of firearms, alcohol, tobacco, cannabis or vaping, illicit drug use, child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age; (ii) is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iii) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (iv) is defamatory or violates a person’s privacy; or (v) is otherwise malicious, fraudulent, morally repugnant, or may, in ND’s sole discretion, have negative effect upon the integrity of ND, its trademarks, trade names, reputation and and/or goodwill.

e. No SEO or Bidding on ND Marks, You are not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, keyword bidding or using any technique that generates paid search results based on any trademarks of ND, any brand name of ND, or based on the trademarks or brand name of any competitor of ND, or any other third party.

f. No Guarantees, You are not permitted to promise or guarantee specific or measurable benefits in promoting ND, without ND’s prior express written consent and instruction.

6. Legal Compliance

a. Your representations and warranties, You represent and warrant that your promotions and conduct related to ND and use of your Affiliate ID will comply with the terms of this Agreement, all applicable laws, platform terms and conditions
related to your promotion of ND, and reasonable specifications and instructions of ND. ND shall have the right, but not the obligation, to share re-post, or like your content created in connection with the Affiliate Program. Applicable laws include any applicable foreign, state, local, or federal laws and regulations, including but not limited to the Federal Trade Commission (“FTC”) Act, all FTC rules, regulations, and guidelines, the CAN-SPAM Act of 2003 (“CAN-SPAM”), the Telephone Consumer Protection Act (“TCPA”), and laws relating to unfair and deceptive acts, privacy, defamation, and infringement or misappropriation of any third-party intellectual property rights. You shall ensure that all of your promotional materials concerning ND comply with the FTC’s Endorsement Guides, https://www.ftc.gov/business-guidance/, see also https://www.ftc.gov/influencer-guide, including, without limitation, by clearly and conspicuously marking all posts as sponsored posts. You represent and warrant that all posts, other than any marketing materials provided by ND, are your sole and original creation, are not libelous, unlawful, or otherwise defamatory, and do not infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy. You are solely responsible for your legal compliance and shall not engage in any conduct to diminish ND’s goodwill. You are strictly prohibited from making claims concerning ND that are inconsistent with or beyond the scope of marketing materials produced and made available by ND and on ND websites and funnel pages. ND retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws and standards of the Affiliate Program.

b. Required Affiliate Disclosure, On any website or social media platform where you promote ND or use your Affiliate ID, you agree that you will clearly and conspicuously display (i.e., not in a link, or in small font) an FTC-compliant disclaimer that is easily understood by consumers.

c. Social Media Requirements, If you promote or reference ND on Instagram, YouTube, Facebook, TikTok, reddit, or any other social media platform, then each such post must comply with all of the following requirements: (i) each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button; (ii) each post must use Instagram’s “Paid Partnership” tool or, where available, the equivalent sponsorship designation tool for the platform at issue; (iii) each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video; (iv) each post must comply with all rules of the social media platform used; (v) if posts are made through both visual and audible means, the ad disclosure should be made both visually and audibly; and (vi) each post must comply with the laws governing endorsements and testimonials including the FTC’s Revised Endorsements and Testimonials Guides.

 

7. Intellectual Property

a. Ownership, As between the Parties, ND shall own all rights, title and interest in and to all associated media or other intellectual property, such as taglines,
trademarks, trade names, trade dress, photographs, videos, slide presentations, workbooks, text, images, animations, copyrights, patents, and trade secrets provided or disclosed by ND to you as part of the Affiliate Program (collectively, the “ND IP”). As between the Parties, Affiliate shall retain all rights, title, and interest in and to Affiliate’s own intellectual property including social media posts and Affiliate trademarks.

b. ND’s License, By participating in the Affiliate Program, you grant ND a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display any social media materials that you create in connection your participation in the Affiliate Program and in promoting ND products throughout the world in any media now existing or in the future created. This includes, but is not limited to, images, videos, and text that feature or mention ND and/or ND products.

c. Affiliate License, When expressly authorized or permitted by ND, ND grants you a non-exclusive, non-transferable, revocable license to use our trademarks, logos and approved marketing materials (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are an Affiliate in good standing with the Affiliate Program. You acknowledge and agree that all uses of the Licensed Materials will be on behalf of ND and the goodwill associated therewith will inure to the sole benefit of ND.

d. Use of ND IP, Except as expressly permitted by ND, no ND IP may be used, copied, or reproduced by Affiliate. No ND IP (or any mark confusingly similar to any ND IP) may be registered by you, whether directly or indirectly, as a trademark in any country or used in conjunction with any domain or website name or social media account username or branding. You shall not promote or provide services to any other business or person that is infringing any of ND’s IP.

e. Use of Third-Party IP, No third-party IP, or any confusingly similar mark, may be used, copied, or reproduced by you to promote ND unless you have obtained an express written license to use the third-party IP for such purposes. You agree that you will not infringe upon or otherwise violate any copyright, trademark, trade secret, patent, right of publicity, or privacy right of any third party in the promotion of ND or as part of your participation in the Affiliate Program.

8. Term and Termination

a. Term, The term of this Agreement will begin the earlier of: (i) the electronic acceptance of this Agreement by you; or (ii) your participation in the Affiliate Program is approved. Your participation in the Affiliate program will continue month-to-month until terminated.

b. Termination, Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party three (3) days’ written notice of termination. In the event of any breach of this Agreement by you, ND may terminate the Agreement and/or suspend your Affiliate ID at any time without
prior notice to you. In the event this Agreement is canceled due to your breach, you immediately forfeit all outstanding Commissions that were generated in relation to the breach.

c. Effect of Termination, Sections 7 and 9 through 15 of this Agreement shall survive termination. Except as specified in this Agreement, the licenses granted under this Agreement shall terminate upon expiration or termination of this Agreement.

9. Consent to be Contacted

You expressly consent to be contacted at the email address and phone number you provide in your applicable about your application and participation in the Affiliate Program, including through automated dialing systems, texts, and artificial or pre-recorded messages.

10. Confidentiality

Each Party agrees to use the other Party's “Confidential Information” solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other Party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the Parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, ND’s pricing structure and business model, Affiliate fee rates or sums, ND partners, and information regarding any existing or contemplated advertising, services, products, processes, distribution, formulas, techniques, or know-how, or any information or data developed pursuant to the performance of this Agreement. Neither Party shall: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information of the other Party; (ii) use any such Confidential information; and/or (iii) reproduce or otherwise copy any such Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving Party or as required by applicable law. Each Party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and

11. Additional Representations and Warranties

In addition to your other representations and warranties herein, you further represent and warrant that there are no prior or pending government investigations of inquiries of, or prosecutions against you, by the FTC, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you which relate to alleged intentional torts or alleged violation of any consumer protection, privacy, or advertising laws. If you become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, you are required to notify ND of the same within twenty-four (24) hours. ND, in its sole and exclusive discretion, may immediately terminate your participation in the Affiliate Program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this Section.

12. Indemnification

You agree to indemnify, defend, and hold harmless Natasha Denona and its affiliates, officers, directors, employees, agents, and assigns from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your participation in the Program, including but not limited to your breach of these Terms, any violation of applicable laws, and any third-party claims.

13. Disclaimer; Limitation of Liability

a. Disclaimer of Warranties, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ND DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE AFFILIATE PROGRAM OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ND DOES NOT WARRANT THAT ANY AFFILIATE WILL EARN A CERTAIN AMOUNT OF COMMISSION OR ANY PAYMENT AT ALL. ALL MATERIALS AND PRODUCTS PROVIDED BY ND, INCLUDING BUT NOT LIMITED TO PRODUCT DESCRIPTIONS, PROMOTIONAL MATERIALS, AND AFFILIATE ID, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

b. Limitation of Liability, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE COMMISSIONS EARNED BY YOU IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO LIABILITY OCCURRED.  

14. Dispute Resolution

a. Governing Law, This Agreement shall be governed by the laws of the State of New York, without regard to choice-of-law rules.

b. Mandatory Arbitration, If you and ND cannot resolve a dispute or other claim through negotiations, the dispute or claim shall be finally and exclusively resolved by binding arbitration. This arbitration agreement is reciprocal, and any election to arbitrate by one party shall be final and binding on the other(s). The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under the Streamlined Rules, as modified by this agreement to arbitrate. All remedies available to the parties under applicable federal, state, or local laws shall remain available in arbitration. The Parties shall each participate in the selection of a neutral arbitrator pursuant to the Streamlined Rules. The Parties agree that arbitration hearings may be conducted either in-person or remotely via videoconference, as determined by mutual agreement or at the distraction of the arbitration. If conducted in person, unless you and ND agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility located in or nearest to your city of residence. If you initiate arbitration against ND, you will be required to pay an initial fee of $250 (unless you qualify for a waiver), and
all other arbitration costs (including any remaining JAMS Case Management Fee and all professional fees for the arbitrator’s services) shall be paid as determined by the arbitrator. If ND initiates arbitration against you, ND shall pay all costs associated with the arbitration. If JAMS is unavailable to arbitrate a dispute or claim, you and ND agree to arbitrate using an alternative arbitral forum. Regardless of the outcome of the arbitration, you and ND will each pay your own attorneys’ fees and costs unless an award of attorneys’ fees is available under applicable statute. 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. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either Party may litigate to compel arbitration in a Court of Competent Jurisdiction, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. You acknowledge that without this provision, you would have the right to sue in court with a jury trial.

c. Remedies in Aid of Arbitration; Venue, This agreement to arbitrate will not preclude you or ND from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or ND from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in New York, New York.
d. Prohibition on Joinder. Each Party agrees that it may only assert legal claims against the other Party in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

15. Indemnification

a. Indemnification, Each Party shall indemnify, defend, and hold harmless the other Party, its officers, directors, and employees, from and against any third-party claims, actions, demands, liabilities, settlements, and damages including reasonable attorney’s fees and costs arising from or related to: (i) the indemnifying Party’s breach of this Agreement; (ii) infringement by the indemnifying Party of any third-party intellectual property, privacy, publicity, or other right; (iii) violation of any law, rule or regulation by the indemnifying Party; and/or (iv) any action or omission of a sub-affiliate of the indemnifying Party.

b. Procedure, As an express condition to the foregoing indemnity obligations, the Party seeking indemnity shall: (i) promptly notify the indemnifying Party in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding; (ii) allow the indemnifying Party, at its own expense, to direct the defense of such suit, claim or proceeding; (iii) give the indemnifying Party all information and assistance reasonably necessary to defend such suit, claim, or proceeding; and (iv) not enter into any settlement of any such suit, claim, or proceeding without
the indemnifying Party’s written consent, which shall not be unreasonably withheld or delayed.

      16. General Provisions

a. Authority to Contract, Each of the Parties hereto represents and warrants that it has the full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this agreement will not conflict with or result in a breach of or a default under any of the terms or conditions of any other agreement to which either Party has agreed, or is a party, or may be bound.

b. Force Majeure, Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly by reason of fire, flood, earthquake, explosion or other casualty, strikes or labor disputes, disruptions of telecommunication systems, inability to obtain supplies or power, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the affected Party.

c. Independent Contractors, ND and you are independent contractors, and this Agreement shall not create any partnership, agency, joint venture, or employment relationship.

d. No Sub-Contractors or Sub-Affiliates, If ND approves you as an Affiliate, such approval is specific to you and your rights and obligations hereunder cannot be assigned or delegated to any third party, including any sub-affiliate. If you engage in the unauthorized use of sub-affiliates, you shall be liable for all acts, omissions, and damages caused by your sub-affiliates and shall indemnify and hold ND harmless against the same pursuant to Section 14 of this Agreement.

e. No Third-Party Beneficiaries, Except as expressly provided in this Agreement, this Agreement is solely for the benefit of you and ND and is not for the benefit of any third party.

f. Severability, Should any provision of this Agreement be deemed invalid or unenforceable, the remaining portions shall remain in full force and effect in accordance with the original intentions of the Parties.

g. Modification; Waiver, This Agreement may not be modified or amended except in writing signed by both Parties.

h. Waiver, No provision of this Agreement may be waived except in writing signed by the Party to be charged. No waiver of any of the provisions of this Agreement shall be deemed or constitute a continuing waiver.

i. Notices, All notices and approvals given under this Agreement must be in writing and delivered in person, or by first class mail, express mail, overnight courier service, or email to each Party at their address of record, as updated by the Parties from time to 10
time. Notice provided in accordance with this subsection will be deemed given when received.

j. Successors and Assigns, This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Affiliate may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of ND.

k. Headings, The section headings of this Agreement are provided for purposes of convenience only and shall be of no effect in the interpretation or meaning of any provision.