Parure La Plee Trusted Partner Agreement

    This is the standard form of the Parure La Plee Trusted Partner Agreement. The partner details and commercial terms in Section 2 are completed, and the Agreement is signed, when a partner is approved for the Program.
  

This Trusted Partner Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date") by and between S9 Enterprises LLC d/b/a Parure La Plee, a Florida limited liability company, with its principal place of business in Orlando, Florida ("Parure" or "Company"), and [PARTNER LEGAL NAME], a [INDIVIDUAL / STATE AND ENTITY TYPE], with an address at [ADDRESS] ("Partner"). Parure and Partner may each be referred to as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Parure operates Parure La Plee, an AI-powered personal styling platform and related services;

WHEREAS, Parure maintains a Trusted Partner Program through which approved style professionals and other eligible partners may promote Parure La Plee and receive commissions for qualifying customer referrals;

WHEREAS, Partner desires to participate in the Trusted Partner Program, and Parure desires to engage Partner as a Trusted Partner, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Appointment

Parure hereby appoints Partner, and Partner accepts appointment, as a non-exclusive participant in the Parure La Plee Trusted Partner Program ("Program"), subject to this Agreement.

Partner may promote Parure La Plee and use the referral link, code, or other attribution mechanism assigned by Parure solely in accordance with this Agreement and any written brand, marketing, or compliance guidelines provided by Parure.

Partner has no exclusive territory, customer base, or right to promote Parure, and Parure may appoint additional partners, affiliates, influencers, or representatives at any time.

Nothing in this Agreement guarantees Partner any minimum number of referrals, subscriptions, commissions, revenue, or other compensation.

Partner Information and Initial Commercial Terms

The Parties agree to the following initial Program terms:

Partner Legal Name: [____________________________]

Business/Entity Name, if applicable: [____________________________]

Entity Type/State of Formation: [____________________________]

Address: [____________________________]

Email: [____________________________]

Referral Code/Link: [____________________________]

Initial Commission Tier: [____________________________]

Initial Commission Rate: [_______]%

Effective Date: [____________________________]

Payment Method: Stripe Connect or another payment method designated by Parure.

Minimum Payout Threshold: $50.00.

Unless otherwise agreed in writing, Partner's initial tier and commission rate are subject to the tier structure described below.

Commission Tiers

Subject to Partner's continued compliance with this Agreement, the Program currently provides the following commission tiers:

Tier 1 — Trusted Partner

Partners approved at the standard Program level are eligible to receive a commission equal to 15% of Net Subscription Revenue generated from Qualifying Subscriptions properly attributed to Partner.

Tier 2 — Growth Partner

Partners who reach at least 100 active Qualifying Subscribers may become eligible for a commission equal to 20% of Net Subscription Revenue, subject to Parure's verification and confirmation of the applicable tier.

Tier 3 — Elite Partner

Partners who reach at least 500 active Qualifying Subscribers may become eligible for a commission equal to 25% of Net Subscription Revenue, subject to Parure's verification and confirmation of the applicable tier.

Parure's records will control for purposes of determining referral attribution, active subscriber counts, applicable tiers, and commissions absent manifest error.

A Partner does not become entitled to a higher commission rate until Parure confirms the applicable tier. Unless otherwise expressly agreed in writing, a new commission rate applies prospectively and does not retroactively increase commissions previously earned.

Net Subscription Revenue

"Net Subscription Revenue" means subscription amounts actually received and retained by Parure from a Qualifying Subscription, less, as applicable:

(a) refunds;
(b) chargebacks;
(c) payment reversals;
(d) credits;
(e) discounts and promotional reductions;
(f) taxes;
(g) Apple App Store, Google Play, payment-processing, platform, and other third-party transaction fees; and
(h) other amounts refunded, reversed, withheld, or not ultimately collected or retained by Parure.

Partner is not entitled to a commission on amounts that Parure does not actually receive and retain.

Qualifying Subscriptions

A "Qualifying Subscription" means a paid Parure subscription that:

(a) is properly attributed to Partner through Partner's active referral link, referral code, or another attribution mechanism recognized by Parure;
(b) has completed any applicable free-trial or promotional period;
(c) has successfully converted to a paid subscription;
(d) has completed its first successful payment;
(e) has not been canceled before the first successful payment;
(f) has not been refunded, reversed, charged back, or otherwise invalidated; and
(g) has not resulted from fraudulent, artificial, prohibited, or otherwise ineligible referral activity.

No commission is earned merely because an individual clicks Partner's referral link, creates an account, begins a free trial, or selects a paid subscription.

Referral Attribution

Parure will determine referral attribution using the tracking systems, referral codes, links, and records maintained through the Program.

Partner acknowledges that attribution may be affected by device settings, privacy controls, cookies, platform restrictions, user behavior, technical limitations, or other circumstances outside Parure's reasonable control.

Parure does not guarantee that every referral will be successfully tracked or attributed.

Partner may not interfere with, manipulate, circumvent, spoof, or otherwise improperly influence Parure's referral or attribution systems.

Disputes regarding referral attribution must be submitted to Parure within thirty (30) days after the applicable commission statement or payment. Parure will review the available records and make a reasonable determination regarding attribution.

Recurring Commissions

While Partner remains an active and compliant participant in the Program, Partner may earn the applicable commission on subsequent successful subscription renewal payments from an active Qualifying Subscription.

If a referred subscriber cancels, pauses, downgrades to a noncommissionable plan, receives a refund, fails to make payment, or otherwise ceases to generate qualifying Net Subscription Revenue, commissions associated with that subscriber will cease.

If a former subscriber later resubscribes, the new subscription will qualify for commission only if it is properly attributed to Partner under the Program requirements then in effect.

No new commission is earned on subscription payments or renewals occurring after the effective date of termination of Partner's participation in the Program, regardless of when the subscriber was originally referred.

Partner remains entitled only to commissions earned before the effective date of termination, subject to verification, refunds, chargebacks, reversals, offsets, fraud review, and the other terms of this Agreement.

Commission Payments

Commissions will generally be calculated monthly and paid in accordance with Parure's regular Program payment schedule.

A minimum accrued commission balance of $50.00 is required before a payment is issued. Balances below $50.00 will carry forward until the threshold is reached, subject to the termination provisions below.

Payments will be processed through Stripe Connect or another payment method designated by Parure.

Partner must timely complete all identity, banking, tax, and other verification required by Parure or the applicable payment provider before receiving payment.

Parure is not responsible for delays caused by Partner's failure to provide required information, payment-provider verification, inaccurate banking information, or circumstances outside Parure's reasonable control.

Parure may place a reasonable hold on commissions while investigating suspected fraud, chargebacks, refunds, attribution disputes, Program violations, or other irregular activity.

Parure may deduct or offset amounts previously overpaid or subsequently refunded, reversed, charged back, or determined to be ineligible from current or future commissions.

Taxes

Partner is solely responsible for all federal, state, local, and other taxes arising from compensation paid under this Agreement.

Partner will provide Parure with accurate tax documentation reasonably requested by Parure.

Parure may report payments, withhold amounts, and issue tax forms where required by applicable law.

Nothing in this Agreement creates an employment relationship or requires Parure to withhold payroll taxes on Partner's behalf except where required by law.

Independent Contractor Relationship

Partner is an independent contractor and not an employee, agent, legal representative, partner, joint venturer, franchisee, or fiduciary of Parure.

Nothing in this Agreement authorizes Partner to:

(a) enter into contracts on behalf of Parure;
(b) make commitments or incur obligations on behalf of Parure;
(c) bind Parure to any agreement;
(d) make representations or warranties on Parure's behalf except as expressly authorized; or
(e) represent that Partner is an employee or agent of Parure.

Partner is responsible for Partner's own expenses, equipment, personnel, insurance, business operations, licenses, and taxes.

Advertising and FTC Compliance

Partner will comply with all applicable advertising, endorsement, consumer-protection, marketing, and platform requirements, including applicable Federal Trade Commission requirements concerning endorsements and material connections.

Whenever Partner promotes, recommends, or endorses Parure and has a material connection to Parure, Partner must clearly and conspicuously disclose that relationship.

Depending on the context, appropriate disclosures may include:

"I earn a commission if you subscribe through my link."
"Paid partner of Parure La Plee."
"#ad" or "#sponsored", where sufficiently clear in context.

Disclosures must be clear, prominent, difficult to miss, and understandable to an ordinary consumer.

Partner may not rely solely on a referral link, referral code, Program name, ambiguous hashtag, profile biography, or platform disclosure tool where that method does not clearly communicate the material relationship.

For video, livestream, audio, or similar content, Partner must make the disclosure in a manner appropriate to the format and sufficiently prominent for consumers to notice and understand.

Partner will comply with reasonable written advertising and disclosure instructions provided by Parure.

Marketing Representations and Claims

Partner's statements regarding Parure must:

(a) reflect Partner's honest opinions, beliefs, findings, and actual experiences;
(b) be truthful and not misleading;
(c) be consistent with information and approved claims provided by Parure;
(d) not misrepresent the functionality or capabilities of Parure;
(e) not make unsupported claims regarding Parure's technology, artificial intelligence, CPCP/color analysis, privacy practices, performance, or results;
(f) not guarantee a particular styling, color-analysis, financial, business, or other result; and
(g) not imply that Partner is an employee, spokesperson, agent, or authorized representative of Parure.

Partner may not make medical, health, diagnostic, therapeutic, or other professional claims regarding Parure's color-analysis or styling functionality.

Parure may require Partner to correct or remove promotional content that Parure reasonably believes violates applicable law, this Agreement, or written Program guidance.

Limited Brand License

During Partner's active participation in the Program, Parure grants Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Parure trademarks, logos, and other brand assets expressly provided or approved by Parure solely to promote Parure in accordance with this Agreement.

Partner may not:

(a) materially alter Parure's trademarks, logos, or brand assets without written approval;
(b) register or use a domain name, social-media handle, business name, trademark, or other identifier incorporating "Parure La Plee," "Parure," or a confusingly similar designation;
(c) purchase or bid on Parure-branded search terms without prior written approval;
(d) create an advertisement, website, account, or communication that falsely appears to be operated by Parure;
(e) sublicense Parure intellectual property;
(f) use Parure intellectual property for purposes unrelated to the Program; or
(g) continue using Parure brand assets following termination.

All goodwill arising from Partner's permitted use of Parure's trademarks will inure exclusively to Parure.

Partner Content; Name, Image, and Likeness

Partner retains ownership of original content created by Partner, subject to Parure's ownership of its underlying intellectual property and brand materials.

Participation in the Program does not, by itself, grant Parure a perpetual or unrestricted license to use Partner's name, image, likeness, voice, social-media handle, or original content in advertising.

Parure may identify Partner as a current Trusted Partner and may display Partner's name, business name, professional title, profile photograph, and approved profile information within the Parure platform or Program directory during Partner's participation in the Program.

Any use of Partner content for paid advertising, boosting, whitelisting, sublicensing, material modification, or other uses beyond operation and promotion of the Program requires separate authorization unless expressly agreed in writing.

Upon termination, Parure will discontinue new representations that Partner remains an active Trusted Partner within a commercially reasonable period.

Prohibited Conduct

Partner may not:

(a) self-refer for purposes of earning commissions;
(b) create or use fake accounts, bots, coordinated sign-up schemes, or artificial referrals;
(c) manipulate subscriber counts, conversions, or attribution;
(d) offer unauthorized cash, gifts, rebates, or other incentives primarily designed to generate artificial subscriptions or commissions;
(e) misrepresent Parure's pricing, subscriptions, trials, features, benefits, or cancellation policies;
(f) make false or misleading statements about Parure or another person or company;
(g) send unlawful spam or unsolicited commercial communications;
(h) engage in deceptive search-engine, domain, social-media, or advertising practices;
(i) engage in unauthorized paid advertising using Parure trademarks;
(j) interfere with Parure's attribution or payment systems;
(k) use Parure intellectual property outside the scope of this Agreement; or
(l) engage in conduct that violates applicable law or materially compromises the integrity of the Program.

Monitoring and Compliance

Parure may reasonably monitor Partner's publicly available promotional activities relating to the Program for purposes of evaluating compliance with this Agreement and applicable advertising requirements.

Partner agrees to reasonably cooperate with Program compliance inquiries and provide information relating to Partner's Program promotions upon reasonable request.

Parure may require Partner to correct or remove noncompliant promotional materials.

Material or repeated noncompliance may result in commission holds, suspension, or termination.

Confidentiality

"Confidential Information" means non-public information disclosed or made available to Partner relating to Parure's business, technology, product plans, pricing, financial information, marketing strategies, customers, users, Program data, referral information, unreleased features, artificial intelligence systems, CPCP technology, software, methodologies, or other information that reasonably should be understood to be confidential.

Partner will:

(a) use Confidential Information solely for purposes of participating in the Program;
(b) protect Confidential Information using at least reasonable care;
(c) not disclose Confidential Information to a third party except as authorized in writing by Parure; and
(d) return or destroy Confidential Information upon reasonable request, subject to legally required retention.

Confidential Information does not include information Partner can demonstrate was publicly available without breach of this Agreement, lawfully known to Partner without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without a confidentiality obligation.

Representations and Warranties

Partner represents and warrants that:

(a) Partner has full authority to enter into and perform this Agreement;
(b) Partner's participation does not violate another agreement or obligation;
(c) Partner's promotional activities will comply with applicable law;
(d) Partner owns or has all rights necessary to use materials incorporated into Partner's promotional content;
(e) Partner's content and conduct will not infringe or violate third-party intellectual property, privacy, publicity, contractual, or other rights;
(f) Partner's endorsements will reflect Partner's honest opinions and actual experience; and
(g) information Partner provides to Parure is accurate and complete.

Indemnification

To the fullest extent permitted by applicable law, Partner will defend, indemnify, and hold harmless S9 Enterprises LLC d/b/a Parure La Plee and its affiliates, officers, directors, employees, agents, successors, and assigns from and against third-party claims, demands, actions, proceedings, liabilities, damages, judgments, losses, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

(a) Partner's breach of this Agreement;
(b) Partner's advertising, marketing, endorsement, or promotional activities;
(c) Partner's violation of applicable law;
(d) Partner's content;
(e) Partner's negligence, fraud, or willful misconduct;
(f) Partner's failure to make required advertising disclosures; or
(g) an allegation that Partner's content or conduct infringes or violates a third party's intellectual property, privacy, publicity, or other rights.

Parure may assume control of the defense of a claim subject to indemnification, and Partner will reasonably cooperate in the defense.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARURE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARURE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTNER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

Term and Termination

This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party.

Parure may immediately suspend Partner's participation or terminate this Agreement upon written notice if Partner:

(a) commits fraud or engages in artificial referral activity;
(b) materially breaches this Agreement;
(c) violates applicable advertising or endorsement requirements;
(d) fails to make required disclosures;
(e) misuses Parure intellectual property;
(f) engages in unlawful or deceptive conduct;
(g) compromises or attempts to manipulate Program systems; or
(h) engages in conduct reasonably likely to cause material legal, regulatory, security, or reputational harm to Parure.

Where a material breach is reasonably capable of cure and does not require immediate suspension to protect Parure, consumers, or the Program, Parure may provide Partner an opportunity to cure before termination.

Effect of Termination

Upon expiration or termination:

(a) Partner must immediately stop representing that Partner is an active Parure Trusted Partner;
(b) Partner must discontinue use of Parure trademarks and Program materials;
(c) Partner's referral link or code may be disabled;
(d) no new commissions accrue after the effective date of termination, including commissions from subscription renewals occurring after termination;
(e) Partner remains eligible to receive commissions properly earned before termination, subject to verification, refunds, reversals, chargebacks, offsets, fraud review, and other adjustments permitted by this Agreement; and
(f) Partner must return or destroy Confidential Information upon request.

If Partner's remaining verified commission balance is below the standard $50 payout threshold at termination, Parure may issue the final balance in the next regular payment cycle rather than requiring Partner to reach the threshold after termination.

Sections concerning accrued payment obligations, confidentiality, intellectual property, representations and warranties, indemnification, limitation of liability, governing law, and provisions that by their nature should survive will survive termination.

Program Changes

Parure may modify operational Program requirements, brand guidelines, attribution procedures, payment administration, and similar Program policies prospectively upon reasonable notice.

Parure will not retroactively reduce commissions already earned.

Any change to Partner's contractual commission rate, material payment rights, or other material economic terms of this Agreement must be agreed to in writing by the Parties, except for an automatic tier adjustment expressly contemplated by Section 3.

Notices

Notices under this Agreement must be in writing.

Notices to Partner may be sent to the email address identified in Section 2 or another address Partner provides in writing.

Notices to Parure may be sent to:

S9 Enterprises LLC d/b/a Parure La Plee Email: parureapp@gmail.com

Notice by email is effective when sent unless the sender receives notice that delivery failed.

General Provisions

Governing Law and Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Orange County, Florida, and each Party consents to the personal jurisdiction and venue of those courts.

Entire Agreement. This Agreement, together with any written exhibit, schedule, or Program document expressly incorporated into it, constitutes the entire agreement between the Parties regarding Partner's participation in the Program and supersedes prior or contemporaneous discussions, representations, or agreements concerning that subject matter.

Amendment. Except for prospective operational Program changes expressly permitted by Section 23, this Agreement may be amended only by a written agreement executed by both Parties.

Assignment. Partner may not assign, delegate, or transfer this Agreement without Parure's prior written consent. Parure may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, or similar transaction.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

No Waiver. Failure to enforce a provision of this Agreement does not constitute a waiver of that provision or any other provision.

Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature. Each counterpart will be deemed an original, and all counterparts together constitute one instrument.

Headings. Headings are for convenience only and do not affect interpretation.