§1Definitions
| Program | The MiPalette Creator Program, operated by MiColor Group LLC ("MiPalette", "we"), including these Rules and any Creator Agreement or Co-Creation Addendum. |
| Creator | An individual approved by MiPalette to participate in the Program ("you"). |
| Workspace | The Creator Workspace on mipalette.com, including Creator profile, submissions, Creator Edits, attribution records and links. |
| Collabs | Shopify Collabs, used for ordinary DTC affiliate attribution, commission records, payout setup and payment status for eligible non-Edit line items. |
| Affiliate link | A tracked Creator link used for eligible ordinary MiPalette products under §3.1. |
| Qualifying Post | An original, public social post on an approved Creator account that clearly features MiPalette, contains required disclosure, is submitted completely for verification and meets §7.2. |
| Complete Qualifying Post Submission | A submission containing the public post URL, the approved Creator account, required disclosure and any proof MiPalette reasonably requests. The verification SLA begins only when the submission is complete. |
| Starter Bundle | A complimentary MiPalette product bundle offered only to selected Creators after review under §7.4. It is not automatic on Creator approval or Founding status. |
| Creator Edit | A shoppable palette curated from existing MiPalette shades and published under an approved Creator-selected name after review. |
| Edit ID | The identifier assigned to a Creator Edit and its version history. It is the primary DTC attribution key for that Edit and eligible Edit-linked refill/replacement flows. |
| Edit Line Item | A line item representing a Creator Edit bundle, or an eligible refill/replacement line carrying an approved Edit-attribution signal. Edit Line Items are settled under the MiPalette Edit ledger, not as ordinary Collabs affiliate line items. |
| Valid Creator Edit Order | An Edit Line Item that is delivered, survives the applicable return/refund window, is not self-purchased, fraudulent or otherwise ineligible, and may be counted for growth/Co-Creation evaluation. |
| Valid Order | An eligible order or line item after refunds, cancellations, fraud review and other adjustments in §7. |
| First-Release Protection | The 60-calendar-day review protection described in §5.3. |
| Founding Creator | One of the first 100 qualified Creators accepted after review under §7.5. Founding status is not first-come, first-served. |
| Co-Creation Addendum | A separate written agreement for a production SKU, royalty and any additional rights. Co-Creation is not part of the standard Creator Edit. |
| MiPalette Edit ledger | The separate ledger used to record Creator Edit line-item economics and other MiPalette-managed amounts. It is distinct from Shopify Collabs and TikTok Shop commission records. |
All dates and deadlines use America/New_York. "Business days" exclude weekends and US federal holidays.
§2Eligibility and application
- You must be at least 18 years old and legally able to enter into a contract in your country of residence.
- You must apply through the MiPalette Creator application and be approved. There is no fixed follower minimum. MiPalette may consider content quality, audience relevance, engagement, creator profile, reach potential and overall fit. Follower count may be one factor, but is not a hard threshold.
- MiPalette's current application-review target is 2 business days. This is a target, not a guarantee.
- You must use the same email address for your application and MiPalette account unless MiPalette approves a correction.
- DTC affiliate commission begins only after the Shopify Collabs collaboration is active and required payout setup is completed.
- Accounts are personal and non-transferable. You may not operate multiple Creator accounts or accept commission for another person without written approval.
- Creator approval, Founding status and Starter Bundle selection are separate decisions. Approval does not guarantee complimentary product, media support, retail placement, Co-Creation or any other campaign opportunity.
§3Affiliate links, audience discount and attribution
3.1 Ordinary DTC products — Collabs attribution
- Affiliate links may be created for eligible ordinary MiPalette products. Product eligibility is set by MiPalette and may change.
- Eligible ordinary DTC purchases through a Creator's tracked link/code may receive the current audience discount shown in Workspace. Discounts, if any, are subject to checkout eligibility and non-stacking rules.
- Named code. When a Creator's first Creator Edit is published, MiPalette may issue a personal named discount code for eligible DTC purchases. A named code does not override Edit-ID ownership: if the code is used on another Creator's Edit Line Item, that Edit Line Item remains attributed to its Edit owner.
- For ordinary non-Edit line items, cookie duration, last-click logic, order status and commission records are governed by Shopify Collabs. Collabs is the operative record for those commissions.
3.2 Creator Edit line-item attribution — Edit ID controls
- Attribution is determined by line item, not by the order as a whole. A single cart may therefore credit different Creators on different line items.
- Eligible DTC Creator Edit Line Items are paid to the Edit owner at that Creator's current DTC Creator rate (10% or 15%), unless a separate signed agreement expressly provides different economics.
- Creator Edit bundles and eligible Edit-linked refill/replacement line items are attributed to the Creator identified by the applicable Edit ID. These Edit Line Items are settled exclusively through the MiPalette Edit ledger and are not paid as ordinary Collabs affiliate commission.
- Example: if a shopper enters through Nina's affiliate link and buys a Dawn Creator Edit plus two ordinary pans, the Dawn Edit line is attributed to Dawn through the Edit ID; the two ordinary pan lines follow Nina's Collabs attribution.
- A Creator who merely refers a shopper to another Creator's named Edit does not receive a second commission on that Edit Line Item. There is no downline or second-tier commission.
- Edit attribution follows the Edit, not the customer forever. If the shopper later buys another Creator's Edit, that Edit follows its own Edit ID. A shared pan SKU by itself does not permanently belong to any Creator.
- Version history must preserve the relationship between prior purchasers and the applicable Edit ID so eligible refill/replacement flows can continue to attribute correctly.
3.3 No double payment
MiPalette structures DTC Creator Edit line items so their Creator economics are paid only through the Edit ledger, while ordinary eligible product line items use Collabs. The same line item does not receive both full Edit-ledger economics and full Collabs affiliate commission.
3.4 Commissionable base
Unless a channel-specific plan states otherwise, Creator economics are calculated on post-discount net merchandise sales for the eligible line item, excluding taxes, shipping, duties, gift-card value and membership products. Refunds, cancellations, disputes and chargebacks are adjusted under §7.3.
§3AThe TikTok Shop lane
An approved Creator Edit may also be offered through TikTok Shop where MiPalette enables that channel. Application, identity, naming and Creator Edit review remain unified at MiPalette; listing, attribution and settlement are channel-specific.
3A.1 Listing capacity
- A published Creator Edit may be listed by MiPalette on TikTok Shop as a fixed bundle under its approved name and Creator credit. Listing is not automatic.
- Current listing capacity is published in Workspace and may change based on inventory, compliance and operating capacity. Founding Creators may receive priority consideration within available capacity.
- MiPalette controls the listing, compliance, inventory allocation and standard-lane pricing. Edit bundles are not placed into an open Creator plan unless MiPalette expressly decides otherwise.
3A.2 Targeted commission
- Where a Creator Edit is listed through an approved targeted collaboration, the current target commission for that Edit bundle is 15%, unless the applicable TikTok plan displayed to the Creator states a different rate before acceptance.
- The targeted collaboration is intended for the Creator whose Edit is listed. Another Creator is not entitled to commission merely for referring traffic to that Creator's Edit bundle.
- TikTok Shop attribution, order status, returns and payout are governed by TikTok Shop records and the applicable targeted plan. TikTok-lane commission is paid through the Creator's TikTok payout setup and is not merged into Collabs or the DTC Edit ledger.
3A.3 Co-Creation demand counting
Valid Creator Edit Orders from TikTok Shop count toward Co-Creation demand evaluation together with qualifying DTC Creator Edit orders. TikTok orders count only after delivery and the applicable return/refund window. MiPalette may reconcile channel records periodically, including through Seller Center exports or other platform records.
§4Creator Edits: requirements, naming, review and statuses
4.1 Requirements
- Minimum 4 shades, all drawn from existing MiPalette products unless a separate Co-Creation Addendum applies.
- One piece of Creator content showing the Edit in use — for example a finished look, GRWM, swatches, before-and-after or tutorial. Recommended vertical video is 9:16, 15–60 seconds, 720p or higher.
- The same content may satisfy both the Qualifying Post requirement and the Creator Edit content requirement if it independently meets both sets of criteria and clearly shows the relevant Edit.
- Colour must be represented truthfully. Filters or grading that materially misrepresent shade appearance are grounds for revision or rejection.
- You must hold all necessary rights to submitted content, music and third-party appearances.
- The Edit name may use your Creator name, a brand name you own or are authorized to use, or an original Edit name you create. You are responsible for having the right to submit and authorize MiPalette's use of that name.
4.2 Naming confirmation and Check & Reserve
Before submission, the naming flow must require you to confirm that you created the submitted name or have the right to use it and to authorize MiPalette to display and promote it in connection with the Creator Edit. Check & Reserve may validate the 4-shade minimum, exact duplicate combinations, internal name conflicts, similarity to protected Edits, your Edit limit and your published-name limit.
A successful reservation may hold the proposed name internally for 7 calendar days. Reservation is not publication, trademark clearance, or a legal opinion about ownership or registrability.
4.3 Limits
| 3 | Held or live Creator Edits at one time. Draft and Archived Edits do not count. |
| 5 | Published but unreleased names held at one time, subject to §5.4 and any creator-owned mark carve-out. |
| 3 business days | MiPalette's Creator Edit review target. A target, not a guarantee. |
4.4 Review outcomes
- Approved — the Edit is published, with or without First-Release Protection.
- Needs Revision — MiPalette identifies issues to address before publication.
- Rejected — for content, legal, safety, third-party-rights, brand-integrity or compliance reasons. MiPalette is not required to publish a submission.
4.5 Updating a published Edit
Replacement content or copy may be submitted for review. Changing shades or quantities creates a new Edit version and requires a new review. Version history must preserve Edit-ID attribution for prior eligible purchasers where technically supported.
§5Creator Edit rights, naming and protection
5.1 What you receive
- Your approved public name on the Creator Edit.
- A Curated by or equivalent Creator credit while the Edit is offered for sale.
- A public, shoppable Edit page and applicable tracked links/code.
- Your applicable Creator rate on eligible Edit Line Items and long-term Edit-level economics while the Edit remains eligible.
- 60 days of First-Release Protection when eligible, plus exact-combination uniqueness while the Edit remains reserved, in review or live, subject to these Rules.
5.2 What you keep — and what is not granted
- Your identity stays yours. You retain any rights you may have in your Creator name, pre-existing brand name, original Creator Edit name, content, image and likeness, subject to the limited licences you grant under §§5.4 and 6.
- No ownership of MiPalette shades or formulas. Individual shades and underlying MiPalette products remain MiPalette products and may be used by MiPalette, other Creators and customers.
- No automatic trademark registration or independent product-line rights. Platform approval of an Edit name does not create or transfer trademark rights and is not legal clearance.
- No guaranteed traffic, placement, retail, media support, Co-Creation, sales or income. Priority consideration is not a guarantee.
- No standard Creator Edit royalty. A royalty applies only under a signed Co-Creation Addendum.
5.3 First-Release Protection
When granted, First-Release Protection runs for 60 calendar days from publication. During that period MiPalette manually reviews highly similar submissions before deciding whether to publish them. Exact duplicate Creator Edits may not coexist while an Edit is reserved, in review or live.
Protection does not create ownership of individual shades and may be withheld for minor shade swaps, self-similar Edits, legal concerns, product discontinuation or other Program reasons.
5.4 Creator-selected names and limited licence to MiPalette
- You represent that you created the submitted name or have sufficient rights to use it and authorize MiPalette's use of it for the Creator Edit. MiPalette's review is a platform review, not trademark clearance.
- You grant MiPalette a limited, non-exclusive licence to use, reproduce and display the approved name to operate, sell and promote the Creator Edit and Program while the Edit is active and during any permitted sell-down or transition period.
- Pre-existing Creator-owned brands/marks. If a submitted name is a brand, mark or identity you owned or controlled before the Program, MiPalette acquires no ownership interest. When the licence ends, that name is not automatically made available for reassignment to another Creator. Any future use requires an independent rights review.
- Original Edit names. When an original Creator Edit name is archived, MiPalette will ordinarily keep it unavailable for internal reassignment for 12 months. Before releasing it for a new review, MiPalette will use reasonable efforts to provide the original Creator at least 30 days' notice so the Creator may request to republish an eligible Edit under that name. Expiration of the internal reservation does not mean MiPalette owns the name or guarantees that another person may lawfully use it.
- Retired names. An original name used materially on paid advertising, physical packaging or long-running brand materials may be marked internally as retired / not available for reassignment. This is an internal brand-integrity status and does not transfer ownership of the name to MiPalette.
- MiPalette may reject, suspend, rename or remove a name when there is a rights concern, complaint, availability conflict, platform-policy issue or legal/regulatory concern.
5.5 Removal
MiPalette may unpublish, suspend, rename or archive a Creator Edit where necessary for legal, safety, product availability, third-party-rights or Program reasons. Validly earned amounts are not affected unless the removal relates to fraud, prohibited conduct or an otherwise ineligible order.
§6Content licence and advertising rights
You keep ownership of your original content. By submitting video, images or copy to the Program, you grant MiPalette a worldwide, non-exclusive, royalty-free licence to host, reproduce, resize, format and display that submitted content for:
- your Creator Edit page, profile and Program functionality; and
- MiPalette-owned organic channels such as its website, email, app, social accounts, retail displays and trade materials, where the use remains connected to MiPalette, the Program or your Creator Edit.
Paid media is separate. MiPalette may promote your named Creator Edit using MiPalette-owned or separately approved brand assets. Use of your original video/photo, voice, likeness, handle or creator account for paid media, boosting, whitelisting, Partnership Ads or Spark Ads requires the applicable separate permission or campaign agreement unless you have expressly opted in through a documented Program control.
6.2 Your warranties
- You own or have licensed the rights necessary for submitted content, music, footage and third-party appearances.
- The content does not knowingly infringe third-party intellectual-property, publicity or privacy rights.
- The content is truthful, does not materially misrepresent colour or performance, and does not contain unapproved product claims.
6.3 MiPalette marks
You may use MiPalette's name and approved brand assets solely to promote MiPalette products and your Creator Edits, in accordance with brand guidance. You may not register or attempt to register MiPalette marks, confusingly similar marks, domains or handles.
§7Commission, Qualifying Posts, Starter Bundles and growth
7.1 DTC Creator rates
| Stage | Rate | How it is reached |
|---|---|---|
| Approved Creator | 10% | Your DTC Creator collaboration is active and eligible. |
| Active Creator | 15% | Your first Complete Qualifying Post Submission is approved under §7.2. |
| Co-Creation | Separate | Any royalty or added economics exist only under a signed Co-Creation Addendum. |
The 15% rate is not dependent on a Creator Edit being live. Once unlocked, it remains your standard DTC Creator rate while you remain eligible, except as provided by the 30-day public-post rule, Program changes, Founding protection or termination.
7.2 Qualifying Post verification and 30-day public period
- A Qualifying Post must be original, public, posted on an approved Creator account, clearly feature MiPalette and include the disclosure required by §10. Eligible formats may include TikTok video, Instagram Reel, Instagram feed photo/carousel or YouTube Short. Story-only, private-account, copied/reposted or incidental product appearances do not qualify on their own.
- The verification clock begins only after a Complete Qualifying Post Submission. If MiPalette requests missing information or correction from the Creator, the clock pauses until a complete response is received.
- MiPalette targets verification within 3 business days.
- If MiPalette has not completed verification within 5 business days for reasons attributable to MiPalette, and the post is ultimately approved, the 15% rate is effective retroactively from the Complete Qualifying Post Submission timestamp. If the underlying platform cannot re-rate earlier eligible ordinary orders automatically, MiPalette will make up the applicable difference through an adjustment.
- An approved Qualifying Post must remain publicly available for at least 30 calendar days from publication. After the 30-day period is completed, later deletion does not by itself remove the 15% rate.
- If the Creator voluntarily removes or makes the post non-public before day 30, the Creator rate returns prospectively to 10% once MiPalette confirms the early removal. Previously validly earned commission is not clawed back solely because of early deletion. The Creator may unlock 15% again by publishing and verifying a new Qualifying Post.
- If early removal results from platform enforcement/error, legal requirements, creator safety or another circumstance reasonably outside the Creator's control, MiPalette may keep the 15% rate in place during a 5-business-day replacement period where replacement content is reasonably possible.
7.3 Adjustments
- Cancellations, refunds, partial refunds, disputes, chargebacks and orders later found ineligible reduce or reverse the applicable Creator amount.
- Amounts generated through prohibited practices under §9 are void and may be offset against future amounts.
- For ordinary product line items, Collabs records control. For DTC Creator Edit Line Items, the MiPalette Edit ledger controls.
7.4 Starter Bundle
- A complimentary Starter Bundle is not automatic. MiPalette selects Creators after review based on factors that may include content quality, audience relevance, engagement, creator profile, reach potential and product fit.
- Purchasing MiPalette product is not required to remain an approved Creator or to retain the 10% DTC base rate. Product access for Qualifying Post creation is handled separately through Starter Bundle selection or other product-access options MiPalette may make available.
- Bundle contents, availability, shipping eligibility and timing are determined by MiPalette and may vary.
- Receiving a Starter Bundle does not require a positive review or positive endorsement. Creators may try the product honestly before deciding whether to publish.
- If you receive a Starter Bundle and do not publish a Qualifying Post, you remain at the 10% DTC base rate and may not qualify for future content-based gifting/benefits.
- Starter Bundle product is for creation and personal use and may not be resold without written approval.
7.5 Founding 100
- The Founding 100 are the first 100 qualified Creators accepted after review. The cohort is not first-come, first-served and there is no separate 30-day Edit-submission condition to confirm Founding status.
- Founding recognition is intended to be permanent on supported Creator/Creator Edit surfaces, subject to removal for fraud, legal reasons or serious Program breach.
- 12-month rate protection: for 12 months from Founding acceptance, MiPalette will not reduce the Founding Creator's 10% base rate or, once unlocked, the 15% Creator rate because of a general Program rate change. This does not protect fraud, prohibited conduct, ineligible orders or termination for breach.
- Founding Creators receive priority access to available Creator Edit names and priority consideration for selected media support, events, future retail activations and Co-Creation opportunities. Priority consideration is not a guarantee.
- MiPalette may offer selected Founding feedback sessions or closer access to the founding/program team. This is not an unlimited direct-access entitlement.
- Founding status does not automatically guarantee a Starter Bundle.
7.6 Professional development
Selected Creators may be invited to professional-development opportunities with MakeupClasses.com and/or Dawn Maloney, including makeup technique, product knowledge, educational content or professional beauty training. These opportunities are not automatic Program or Founding entitlements. Format, availability, pricing/sponsored access and completion requirements are communicated separately.
7.7 Path to Co-Creation
Verified demand across approved MiPalette sales channels may make a Creator eligible for Co-Creation consideration. Selection remains discretionary and may consider Valid Creator Edit Orders, repeat demand, returns, content quality, brand fit, product feasibility, supply chain and other business factors.
These Rules do not create a fixed numerical entitlement to Co-Creation. Any royalty, pricing input, production-SKU rights, launch support or retail extension exists only under a signed Co-Creation Addendum.
Any numerical benchmark shown in the Creator Guide (including an example reference point such as approximately 50 Valid Creator Edit Orders in a rolling 90-day period) is illustrative guidance only and does not create an entitlement, guaranteed review outcome, or minimum qualification right under these Rules.
§8Payouts, ledgers and taxes
8.1 Ordinary DTC affiliate commission — Shopify Collabs
- Eligible ordinary DTC affiliate commission is recorded and paid through Shopify Collabs, subject to the active platform holding period, payout threshold, billing requirements and Creator payout setup.
- The current operating configuration is a 30-calendar-day hold beginning when an eligible order is delivered, with the applicable Collabs payout mechanics after clearance. The platform record controls if Shopify changes its mechanics.
- You must complete required Collabs payment and tax setup.
8.2 DTC Creator Edit ledger — MiPalette
- Creator Edit Line Items are recorded on the separate MiPalette Edit ledger so Edit economics remain connected to the Edit ID and do not overlap with ordinary Collabs line-item commission.
- An Edit Line Item enters a 30-calendar-day hold from delivery. Refunds, cancellations, chargebacks and ineligible transactions during or after the hold are adjusted before payment or against future amounts.
- Cleared Edit-ledger balances are scheduled for payment on or around the 15th of each month for amounts that cleared in the preceding settlement period, subject to a $25 minimum payout threshold. Amounts below $25 roll forward.
- MiPalette pays Edit-ledger amounts using a supported payout method communicated to the Creator. MiPalette may prioritize PayPal or another supported method but does not guarantee the same payment rails as Shopify Collabs.
- Required tax documentation for MiPalette-managed Edit earnings — including W-9 for applicable US payees or W-8BEN / W-8BEN-E for applicable non-US payees — should be collected when the Creator Edit is approved or before Edit-ledger earnings become payable. Payment may be held until valid required documentation is on file.
- The same line item is not paid twice through Collabs and the MiPalette Edit ledger.
8.3 TikTok Shop
TikTok Shop Creator commission is settled through TikTok Shop under §3A and is separate from both Collabs and the DTC Edit ledger.
8.4 Co-Creation and other MiPalette-managed amounts
Co-Creation royalty and other amounts due under a signed agreement are maintained separately and paid under the applicable agreement.
8.5 Taxes generally
You are responsible for your own taxes and for providing accurate payment/tax information required by the applicable payout channel.
§9Promotion conduct and prohibited practices
The following may result in voided commission, rate adjustment, removal of Edits, suspension or termination:
- Artificial or incentivized orders, including self-referral, household orders used to generate commission, orders intended for return, bots, click farms or purchased transaction activity.
- Coupon/deal/cashback distribution of Creator codes or Affiliate links without written approval.
- Paid search on MiPalette brand terms or deceptive direct-linking that obscures the commercial relationship.
- Unauthorized resale of MiPalette products or seeded products on Amazon, eBay, Poshmark, Mercari, TikTok Shop or other marketplaces, other than MiPalette-operated listings and targeted Creator collaborations expressly authorized under §3A.
- Misleading claims or colour representation, including unapproved medical, therapeutic or clinical claims.
- Impersonation of MiPalette or creation of accounts/domains/handles that falsely suggest you operate the brand.
- Unlawful, hateful, harassing, sexually explicit or defamatory content, and other conduct materially inconsistent with Program standards.
- Disclosure violations or failure to correct a disclosure problem after notice.
§10Disclosure and advertising compliance
You must clearly and conspicuously disclose your commercial relationship with MiPalette whenever you promote gifted product, use an affiliate link/code, or otherwise have a material connection to MiPalette.
- Use clear language appropriate to the audience, such as #ad, Sponsored by MiPalette, Gifted by MiPalette, or I earn commission from purchases, as applicable.
- Use applicable platform disclosure tools, including paid-partnership or commercial-content labels where required.
- Do not rely only on vague terms such as "collab" or a buried disclosure.
- You must comply with applicable FTC guidance, platform rules and local advertising law for your audience.
MiPalette may require correction or removal of non-compliant content.
§11Confidentiality and unreleased products
- Unreleased products, shades, packaging, launch dates, pricing, campaign plans, sales data and non-public Program mechanics shared with you are confidential until MiPalette makes them public or authorizes disclosure.
- Pre-release or seeded product may not be resold.
- Confidentiality survives termination for as long as the information remains non-public, subject to applicable law.
§12Changes to the Program
MiPalette may modify Program mechanics, product eligibility, discounts, review criteria, attribution mechanics and future Creator rates. Material changes will be communicated before they take effect where reasonably practicable.
- Changes do not apply retroactively to commission already validly earned.
- Founding 12-month protection: a general reduction to the 10% base or unlocked 15% DTC Creator rate does not apply to a compliant Founding Creator during that Creator's 12-month protection period under §7.5.
- Founding protection does not block changes required by law, Shopify/TikTok platform policy, fraud controls, eligibility corrections, order reversals or termination for breach.
- Non-material wording, examples and interface-name changes may be made without notice.
§13Suspension, termination and Creator Edit wind-down
13.1 Creator-initiated exit
- You may leave the general Creator Program at any time by written notice to [email protected]; the exit may take effect immediately.
- Unless you request archive/removal and subject to applicable name/content rights, an active Creator Edit continues on sale by default and eligible Edit-level economics continue while it remains eligible.
- You may request that your active Edit be archived. MiPalette will process the request subject to open orders, refunds, required transition and any agreed sell-down.
13.2 MiPalette termination without cause
- MiPalette may terminate general Program participation without cause on at least 30 days' notice.
- Unless the Creator requests archive and applicable rights require otherwise, active Creator Edits continue on sale by default during and after the notice period, with eligible Edit economics continuing while the Edit remains eligible.
13.3 Termination for cause
MiPalette may suspend or terminate immediately for fraud, rights infringement, serious disclosure violations, prohibited conduct, legal/regulatory requirements or other material breach. In such cases MiPalette may archive affected Edits and future Edit economics may stop. Previously earned amounts remain subject to refund/fraud/ineligibility adjustments.
13.4 Creator-owned name / mark sell-down
- Where an Edit uses a Creator-owned pre-existing brand name, trademark or other identity, MiPalette's active commercial licence ends when the applicable relationship or licence ends, subject only to the limited sell-down/transition rights in this section or a separate written agreement.
- Digital Edit. If there is no name-specific physical packaging or printed inventory, MiPalette may continue the approved mark for up to 60 days solely to fulfil open orders, process returns/refunds, provide customer service, maintain the existing Edit page as needed for sell-down, and complete campaign placements already committed before termination. MiPalette will not launch a new paid campaign using the Creator-owned mark during this sell-down without separate authorization.
- Physical inventory. If name-specific physical packaging, printed inventory or other materials bearing the mark already exist, MiPalette may use a sell-down period of up to 90 days, unless a separate written agreement provides a different period.
- After the applicable sell-down, MiPalette will remove the pre-existing mark from new active commercial use and active selling surfaces unless separately authorized. Historical records, completed campaign records, transaction records and legally required archives may remain.
- A Creator-owned pre-existing mark is not made available for reassignment to another Creator merely because the Program relationship or licence ends. Any future proposed use requires an independent rights review and sufficient authorization.
13.5 Survival of Edit-specific rights and obligations
Ending general Program participation does not by itself terminate an eligible Creator Edit that remains on sale. To the extent needed for that Edit or its wind-down, the following survive:
- the limited name and content licences strictly necessary to display, fulfil and service the active Edit or permitted sell-down;
- Edit-ID attribution, the Edit ledger, payment obligations and validly accrued Creator economics;
- refund, return, chargeback, fraud and other eligibility adjustments;
- tax documentation, accounting, audit and legally required recordkeeping obligations;
- confidentiality, intellectual-property protections, dispute provisions and any terms that by their nature must survive.
Ordinary affiliate links and ordinary Collabs referral earnings end when general Program participation ends, unless MiPalette states otherwise in writing. Survival under this section does not create any new ownership interest, employment relationship or guaranteed term of sale for an Edit.
§14General
- Independent contractor. Nothing in the Program creates employment, partnership, joint venture, franchise or agency. You have no authority to bind MiPalette.
- No exclusivity unless separately agreed. You may work with other brands subject to confidentiality and any separately signed campaign exclusivity.
- Order of precedence. A signed Creator Agreement or Co-Creation Addendum controls over these Rules; these Rules control over the Creator Guide, FAQ, Landing Page and marketing summaries. Channel platform terms govern their own platform attribution and payout mechanics.
- Assignment / successor. MiPalette may assign the Program agreement to an affiliate or successor in connection with a merger, reorganization, financing, sale, corporate restructuring or transfer of the Program, provided accrued Creator economic rights are not reduced solely because of the assignment.
- Informal dispute resolution. Before filing a formal claim, the complaining party will provide written notice describing the dispute, and the parties will attempt in good faith to resolve it informally for 30 days. This does not prevent either party from seeking prompt injunctive or other equitable relief where reasonably necessary to protect intellectual property, confidential information, safety or other rights that could be materially harmed by delay.
- Governing law and venue. These Rules are governed by the laws of the State of New York, without regard to conflict-of-law rules. Any dispute not resolved under the informal process above may be brought in the state or federal courts located in New York County, New York, and each party consents to personal jurisdiction and venue there, subject to any mandatory law that cannot lawfully be waived.
- Contact. Creator matters: [email protected] · General support: [email protected]
Change record
- v3.0 — Aligned creator-facing disclosures with Creator Guide v3.3; clarified that numerical Co-Creation benchmarks shown in the Guide are illustrative guidance only and do not create an entitlement; clarified that purchasing MiPalette product is not required to remain an approved Creator or retain the 10% DTC base rate. No substantive change to attribution, commission, payout, Starter Bundle selection, Founding protection, or termination mechanics.
- v2.9 — Finalized the recommended termination architecture: clarified that general Program exit does not automatically terminate an eligible Creator Edit, limited surviving licences to Edit operation/wind-down, separated ordinary affiliate termination from continuing Edit economics, tightened Creator-owned mark sell-down to 60 days for digital Edits / up to 90 days for existing physical inventory, prohibited new paid campaigns during sell-down without separate authorization, confirmed that pre-existing Creator marks are not automatically reassigned, and finalized New York law / New York County venue with a 30-day informal dispute process and equitable-relief carve-out.
- v2.8 — Added line-item attribution and separated ordinary Collabs products from Creator Edit ledger economics; established the 3-business-day verification target and 5-business-day retroactive protection; established the 30-day public-post rule without ordinary commission clawback; added monthly Edit-ledger settlement mechanics; set TikTok Creator Edit targeted commission to 15% and included valid TikTok Edit orders in demand evaluation; removed fixed Co-Creation entitlement thresholds from Rules; added 30-day without-cause termination, continuing Edit economics and creator-mark sell-down; finalized internal name reservation/retired-name treatment; proposed New York governing law plus a 30-day informal resolution and successor-assignment clause.
- v2.7 — Rebased the Rules to the September Creator model: first Qualifying Post triggers 15%, selected Starter Bundles, Edit ID attribution, Founding protection, naming carve-outs and continuing Edit economics.