Share the Shave

Terms of Service

This Share the Shave Terms of Service (these “Terms”) contains the terms and conditions between you (the “Toro Promoter”), and Triumph Products, LLC (the “Company”) regarding the TORO shave oil “Share The Shave” program (“Share the Shave”), as promoted on Toroshave.com (the “Site”). Toro Promoter and Company may also be referred to individually as a “Party” or collectively as the “Parties” throughout this Agreement. Share the Shave is a program provided by the Company the terms and conditions of which may be modified at any time by posting such changes to the Site. By using the Site and participating in the Share the Shave program the Toro Promoter agrees to these Terms, and is responsible for monitoring the Site for updates to the Terms. The Company may discontinue the Share the Shave program at any time, may at its discretion exclude a Toro Promoter from the Share the Shave program, and may take further actions as described herein.

1. Appointment and Duties of the Parties.

a) Engagement. Company hereby provides Toro Promoter, and Toro Promoter hereby accepts, a limited, non-exclusive, revocable, worldwide, royalty free license to publicly display, market, and promote the products (collectively, the “Products”) offered for sale on the Site in a manner acceptable to the Company, in its discretion. The Company will pay commission payments to the Toro Promoter as set forth herein. b) Services Provided by Toro Promoter. Toro Promoter will endorse the Products to potential customers known to Toro Promoter, friends and contacts of Toro Promoter or others (collectively, “Customers”) in accordance with the direction offered by the Company. In order to participate in the Share the Shave program, Toro Promoter must register to be an affiliate of the Company in the manner set forth on the Site. c) Obligations of Company. Company may make available to Toro Promoter, certain marketing material for Toro Promoter’s use in promoting the Products. Company will use commercially reasonable efforts to maintain accurate records of the customer transactions contemplated under this Agreement. On a case-by-case basis, the Company may endeavor to provide technical support and information to Toro Promoter. The Company will process all Customer orders and will manage the communication and servicing of such Customers.

2. Ownership.

The Company will retain all rights, title, and interest in its intangible property, including but not limited to registered and unregistered, copyrights, trade dress, trade names, trademarks, service marks, corporate names, logos, inventions, patents, patent applications, software, know-how, and all other intellectual property and proprietary rights relating to such intangible property (collectively “Intellectual Property”). All Customer information, statistics and reports will be the property of the Company and the Toro Supporter shall have no rights to or title in such information. Nothing herein will confer upon the Toro Promoter any right of ownership in any of the Company’s Intellectual Property. Following the termination of this Agreement, Toro Promoter will delete, return or destroy all Intellectual Property of the Company and any marketing materials provided by the Company.

3. Limitations of Authority.

Toro Promoter will act solely as Company’s limited purpose representative for the purposes set forth in this Agreement. Toro Promoter will not be deemed an agent of Company for any purpose. Except regarding referral of the Products as permitted by this Agreement, neither Party will have authority to bind the other Party to any license, contract or agreement, make or accept any offer on behalf of the other Party, offer any service, warranty or guarantee, or disclose any confidential information unless expressly authorized to do so in writing. No dealership, partnership, joint venture arrangement, association or employment shall be deemed to exist by reason of this Agreement, and it is not intended by the parties to benefit any third-party beneficiary.

4. Compensation of Toro Promoter.

a) Commission and Payment.

In consideration for the services rendered by Toro Promoter pursuant to this Agreement, Toro Promoter will receive from Company base compensation in the amount of 25% of all sales from Customers generated by Toro Promoter. Company will promptly deliver to Toro Promoter its commission payment in arrears on a monthly basis, but in no case will payment be delayed beyond 30 days from the end of the month in which the commissions were earned. Payment will be made by PayPal or by check (Commissions paid by check incur a $5 processing fee). b) Taxes. The Company expressly disclaims any obligation regarding deductions and withholdings from any commissions or other compensation paid to the Toro Promoter. All taxes regarding the Commission , whether state, Federal or local

5. Term and Termination.

This Agreement will become effective upon Toro Promoter’s acceptance of the terms and conditions of this Agreement and will continue indefinitely until terminated by Company at its convenience by termination notice sent to Toro Promoter, or removal of Toro Promoter from the Share the Shave program, or terminated by Toro Promoter on giving to Company written notice of termination. All terms and provisions under this Agreement that should by their nature survive the termination or expiration of this Agreement will so survive, including but not limited to the Sections 2, 3, 6, 7, 8 and 9 of this Agreement.

6. Protection of Confidential Information.

a) Disclosure of Confidential Information.

The Toro Promoter acknowledge that by reason of his/her position as Toro Promoter under this Agreement, he/she may have access to material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and Intellectual Property Rights of the Company that may not be accessible or known to the general public (“Confidential Information”). The Toro Promoter receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the Company (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party's obligation of confidentiality shall survive this Agreement for a period of three (3) years from the last date of disclosure of Confidential Information by the Disclosing Party, and thereafter shall terminate and be of no further force or effect. Receiving Party, however, may disclose Confidential Information only to the extent such Confidential Information (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) Receiving Party can demonstrate with written records, was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) Receiving Party can demonstrate with written records, is independently developed by the Receiving Party without resort to the Disclosing Party's Confidential Information; or (v) is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to the Disclosing Party as soon as practicable, and prior to disclosure occurring, in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent such disclosure, and that if such order or remedy cannot be obtained, disclosure may be made without liability. b) Remedies for Breach of Confidentiality. The Parties acknowledge that the unauthorized use, commercialization or disclosure of the Company’s Confidential Information would cause irreparable harm to the Company. The Parties acknowledge that remedies at law would be inadequate to redress the actual or threatened unauthorized use, commercialization or disclosure of such Confidential Information and that the foregoing restrictions may be enforced by temporary and permanent injunctive relief in addition to, and not in exclusion of, any other remedies provided in this Agreement.

7. Indemnification.

Toro Promoter agrees to indemnify and hold Company harmless from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys fees) arising out of or in connection with any wrongful or negligent act or omission by Toro Promoter in its dealings with any potential Customer or by a Customer. Notwithstanding the foregoing, Company shall not be liable to Toro Promoter for any incidental or consequential damages of any kind (including without limitation, lost profits) and in no event shall Company be liable to Toro Promoter for any damages in excess of the amount actually paid under this Agreement by Toro Promoter to Company.

8. Nondisparagement.

Toro Promoter agrees not to disparage the Company and the Company’s officers, directors, employees, members and agents in any manner likely to be harmful to Company or its business, business reputation or personal reputation; provided that both Toro Promoter may respond accurately and fully to any question, inquiry or request for information when so required by legal process.

9. Miscellaneous Provisions

a) Independent Contractor Status.

Each Party and its personnel are independent contractors in relation to the other Party with respect to all matters arising under this Agreement. Each Party shall be solely responsible for its own tax withholding and compensation and benefits of its own employees.

b) Entire Agreement, Amendment.

This document constitutes the entire agreement between the Parties and supersedes all other representations, understandings or communications, whether written or verbal, with respect to the subject matter hereof. Any amendment, modification or waiver of this Agreement, or any part hereof, shall be binding upon the Parties only if designated as an amendment to this Agreement and signed by a representative of the Parties specifically authorized to execute such binding amendments. Waiver of any provision of this Agreement in one instance shall not preclude future enforcement of it in future situations.

c) Severability.

If any provision hereof is determined by a court of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law (to the extent it shall not substantially impair the material rights of any party hereunder) and, along with all other provisions hereof, shall thereupon be given full force and effect to the extent that such would not unreasonably deprive a Party of the benefit of its original bargain. Headings or paragraphs in this Agreement are for reference purposes only and have no substantive effect.

d) Assignment.

Neither Party may assign or transfer any of its rights under this Agreement without the prior written consent of the other Party, and any purported assignment or transfer of rights in violation of this section is null and void; provided, however, that Company may (i) assign this Agreement to an affiliate of Company, and (ii) assign this Agreement and any rights or obligations hereunder, whether by operation of contract, law or otherwise, to any entity that acquires control of Company, or of substantially all of the assets of Company, whether by merger, sale or otherwise.

e) Notices.

All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail with confirmation of receipt, courier, electronic facsimile (fax) or email with confirmation of receipt, or certified or registered mail, (postage prepaid and return receipt requested) to the other Party; and shall be effective upon receipt or three (3) business days after being deposited in the mail, whichever occurs sooner.

f) Applicable Law and Choice of Forum.

The laws of the Commonwealth of Virginia (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including without limitation, its validity, interpretation, construction, performance, and enforcement.

g) Modification.

This Agreement is subject to modification by Company by post to the Site, email or other written notice to the Toro Promoter.

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