Conversion Action

• • Online purchase with processed valid payment

Attribution Window

• • 30 Days - Get paid for sales up to 30 days after the first click

Commission Type

• • Percentage of sale

Base Commission

• • 10% of each non-subscription order using your discount code
• • 10% of each subscription order and its first recurring order

Discounts Codes Offered

• • 10% off for your audience with a custom discount code

How can I see my sales?

In our welcome email, you’ll receive a link to log into your account where you’ll be able to see your sales, payment status, shorten your affiliate link and all other relevant information.

How will I get paid?

Commission off of any sales made will be paid to your PayPal account on a 4-week cycle. Please make sure to include the correct email address connected to your PayPal account to ensure you get paid out each month. Without this, we cannot make payments to you.

What if I make a sale and it doesn’t show up?

It takes about 1-2 business days for a sale to show up on your account. A sale will also only be credited to you if you make sure that the person shopping clicked your link to visit the messwithcove.com website. If it’s still not working, please email community@messwithcove.com with a screenshot of the checkout screen and we can fix any errors.

What is an Attribution Window?

Your Attribution Window is the period of time when a sale can be attributed to your referral.

For example: If a new customer visits Cove as a result of your referral link, we will attribute that customer’s next purchase to you if the purchase was made within your Attribution Window.

What can I do to make more sales?

Great question! Some best practices and tips to make sure you’re doing the most:

• • Add your shortened personal link to the bio section of all your social accounts and make sure to share that followers will get 10% off their purchase.
• • Post on your Instagram + Facebook about your favorite Cove products and recommendations (including your feed posts and stories).
• • Make sure you follow @messwithcove on Instagram and join our Facebook group
• • Reach out to us at community@messwithcove.com if you have any content collab ideas (Instagram Takeover, Facebook Live, IGTV, TikTok videos, we’re open to anything!)

Got more questions? Email community@messwithcove.com!

This agreement including any schedules, exhibits, or addenda attached hereto (the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Modest Guru Inc. (“Cove”), with email address contact@messwithcove.com, and the independent influencer applicant to the Cove Community Program (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

1. Services

Independent Influencer agrees to provide services to Cove under the terms and conditions of this Agreement in connection with the Cove Community Program (the “Program”) to generate and post content including, without limitation, text, images, audio, and videos regarding the Cove brand and Cove products (collectively the “Content”) on Independent Influencer's website(s), Instagram, Instagram Stories, Twitter, Facebook, blog(s), YouTube, Pinterest, and/or other web and social channels (the “Channels”) in an effort to generate sales (the “Services”).

Independent Influencer agrees to the following:

• • Devote their time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
• • Comply with all applicable laws and regulations.
• • Determine, in their discretion, the time, place, manner, means, methods, and independent/personal resources by which the Services are performed and achieved.
• • Provide and utilize their own equipment, tools, and other resources in performing the Services. Cove may provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content on their Channels (such templates and other materials are collectively referred to as the “Cove Materials”).
• • Be responsible for (i) creating and editing the Content and (ii) posting such Content on the Channels. Cove does not need to review the Content before posting, but Independent Influencer agrees to modify/remove Content on the Channels if requested by Cove.

It is understood and agreed that Independent Influencer will be an independent contractor, is not and will not be considered an agent or employee of Cove (or any of its affiliates or related entities), and shall have no authority to bind Cove (or its affiliates or related entities) by contract or otherwise.

2. Restrictions

Independent Influencer agrees that they will not do any of the following:

• • Make any derogatory statements about Cove and/or Cove products.
• • Resell or distribute any Cove products, including those received for free or as gifts, for commercial purposes.
• • Promote Cove products, the Cove brand, or the Program via any paid media channels or paid advertising.
• • Promote Cove products, the Cove brand, the Program via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminatory.
• • Engage in any fraudulent transactions, as reasonably determined by Cove, including without limitation making transactions from Independent Influencer's IP addresses or computers under Independent Influencer's control.

3. Compensation

In consideration for the Services, Cove will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Cove in accordance with Appendix A below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Cove from Qualifying Orders (as defined below), less amounts related to store credit, gift certificates, discount codes, taxes, duties, and transaction-based costs and expenses including, but not limited to, payment process fees and shipping fees.

For purposes of this Agreement, “Qualifying Orders” means purchases of Cove product(s) via the Cove website (messwithcove.com) that are made using a discount code configured by Cove for the Independent Influencer. The Commission is also only paid to Independent Influencer if the Qualifying Order is final; any returns or refunds will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Cove using its standard methodologies.

Cove plans to pay Independent Influencer its Commission every four weeks. Commissions due hereunder will be made by Cove to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings Inc. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Cove for purposes of receiving the payments set forth herein.

Cove is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Cove, including without limitation any transactions originating from Independent Influencer's IP addresses or computers under Influencer's control.

4. Confidentiality

A. Definition

“Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Cove's business technology, business relationships, or financial affairs which Cove has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information, including plans, strategies, method, policies, resolutions, negotiations, or litigation; (ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data; (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts, and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Cove from its customers or suppliers or other third parties.

B. Non-Disclosure and Non-Use Obligations

Independent Influencer will not, at any time, without Cove's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Cove, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Cove. Independent Influencer will cooperate with Cove and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Cove all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Cove or termination of this Agreement for any reason.

C. Information of Third Parties

Independent Influencer understands that Cove is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Cove to protect or refrain from use of Confidential Information. Independent Influencer agrees to be bound by the terms of such agreements in the event Independent Influencer has access to such Confidential Information.

5. Intellectual Property Rights

A. Content License

Independent Influencer hereby grants and assigns to Cove (and its subsidiaries, affiliates, licensees, agents, representatives, successors) an unrestricted, fully-paid, royalty free, exclusive, transferable, and irrevocable right, power, and authority to use, reproduce, publish, print, distribute, transmit, copy, or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational, and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in Section 3 hereof.

Independent Influencer shall have the revocable, unlimited, perpetual, and worldwide right to use the Content for Independent Influencer’s promotional purposes in any and all media now known or hereafter developed.

B. Other Developments

Independent Influencer hereby grants and assigns to Cove (and its subsidiaries, affiliates, licensees, agents, representatives, successors) the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any Content or materials other than the Content (i) submitted to Cove in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)

C. Cove Materials and Trademark

Except for Independent Influencer's limited right to use the Cove Materials solely in connection with performing the Services, Cove retains all right, title, and interest in the Cove Materials, including all related intellectual property rights. Cove hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display Cove's name, website address, logo, and trade names (the “Marks”), solely in connection with performing the Services.

Independent Influencer agrees that any use of the Marks will comply with Cove's quality standards and trademark guidelines, which may be provided by Cove to Independent Influencer from time to time, and will solely inure to the benefit of Cove. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title, or interest in the Marks or the goodwill associated therewith. Independent Influencer agrees not to (i) attack the Marks or assist anyone in attacking the Marks, and (ii) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

6. US Federal Trade Commission Requirements

Independent Influencer acknowledges and agrees that the provisions of the US Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Influencer's provision of the Services hereunder. Independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Cove products, the Cove brand, and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

7. Independent Influencer Social Channels

In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the Cove website or social media accounts. If Independent Influencer so elects, Cove may link to, and stream content from such Channels on its websites, social media channels, and in other Cove advertising and promotional materials.

8. Representations and Warranties

Independent Influencer represents and warrants the following:

1. 1. He or she is at least 18 year of age and legally allowed to live and work in their country of residence.
2. 2. The Services will be performed in a professional, lawful, and ethical manner, in accordance with any terms and conditions set forth herein and in the Cove Materials.
3. 3. The Content and Other Developments are Independent Influencer's original work.
4. 4. Use of the Content and Other Developments by Cove will not infringe or involve the misappropriation of any third-party rights.
5. 5. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer.
6. 6. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Cove for any Content or Other Developments, or any content or material incorporated therein to any third party.
7. 7. He or she will comply with all applicable laws, rules and regulations, including the Guides.

9. Indemnification

Independent Influencer shall indemnify and hold Cove (including its subsidiaries, affiliates, licensees, agents, representatives, successors) and their respective directors, officers, agents, and employees harmless from and against all claims, demands, losses, damages, and judgments including court costs and attorneys' fees arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder (or any related intellectual property rights, or the exercise of any rights in or to any Content, Other Development, Independent Influencer IP, or related intellectual property rights) infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person, or breaches any person's contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation, or other agreement set forth in this Agreement.

10. Term; Termination

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Cove may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c), and 5 through 13 (inclusive).

11. Independent Contractor; No Agency

Independent Influencer is not and shall not be deemed an employee, agent, joint venture, or partner of Cove, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

12. Limitation of Liability

IN NO EVENT SHALL COVE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “COVE PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE COVE PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE COVE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Governing Law, Jurisdiction, and Venue

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the province of Ontario, Canada. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Toronto, Ontario, Canada.

14. Notices

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically to the parties at their respective email addresses. Any notice given electronically shall be deemed received on the business day following transmission. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

15. Equitable Relief

Independent Influencer and Cove agree that it would be impossible or inadequate to measure and calculate Cove's damages from any breach by Independent Influencer of this Agreement. Accordingly, Independent Influencer and Cove agree that if Independent Influencer breaches this Agreement; Cove will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4, and Section 7. Independent Influencer and Cove further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and Cove, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

16. Miscellaneous

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Cove to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Cove unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Cove and Independent Influencer, this Agreement constitutes the entire agreement between Independent Influencer and Cove with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Influencer without the express written consent of Cove. Cove may assign any or all of its rights and obligations under this Agreement without Independent Influencer's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Cove's assets or capital stock. Any attempted assignment, delegation, or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

17. Changes to the Agreement

Cove reserves the right, at its sole discretion, to update, change or replace any part of this Agreement by notifying the Independent Influencer in writing by email. Continued use of the Program by the Independent Influencer following the receipt of notification of any changes to this Agreement constitutes acceptance of those changes by the Independent Influencer.

Appendix A - Commissions

For Qualifying Orders in a calendar month, Cove will pay to Independent Influencer commission payments in accordance with the following table, with the exception that Cove could have promotions that could go to higher percentages as incentive, all details of such promotions will be at Cove's sole discretion and communicated to Independent Influencer in due time.

Commission Percentage:

• • 10% of Net Revenue for non-subscription purchases
• • 10% of Net Revenue of the first two orders for subscription purchases. Subsequent subscription orders by the same customer will not result in Commission.

For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Cove Products that are purchased pursuant to such Qualifying Order.