EMBELLISH BEAUTY CONCEPTS INDEPENDENT INFLUENCER AGREEMENT

This Independent Influencer 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 Embellish Beauty Concepts. (“Embellish Beauty”), with an address of XXXXXXXXXXX, United States, and the influencer identified below (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.
The Independent Influencer Program. Independent Influencer agrees to provide to Embellish Beauty under the terms and conditions of this Agreement, services (the “Services”) in connection with Embellish Beauty's Independent Influencer Program (the “Program”). As part of the Services, Independent Influencer will generate and post content (including, without limitation, text, videos, and images) regarding Embellish Beauty brand and Embellish Beauty products on Independent Influencer’s dedicated Embellish Beauty Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Twitter, Facebook, TikTok, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Influencer agrees to:
- Devote such of 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 but Embellish Beauty will provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to their Influencer Page and/or Social Channels (such templates and other materials are collectively referred to as the “Embellish Beauty Materials”).
- 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 Embellish Beauty (or any of its affiliates or related entities), and shall have no authority to bind Embellish Beauty (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Influencer agrees that they will not: (i)

- Make any derogatory statements about Embellish Beauty and/or Embellish Beauty products.
- Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites.
- Resell or distribute any Embellish Beauty products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page.
- Promote Embellish Beauty products, the Embellish Beauty brand, or the Program and/or the Influencer Page via any paid media channels.
- Promote Embellish Beauty products, the Embellish Beauty brand, the Program, and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate.
- Engage in any fraudulent transactions, as reasonably determined by Embellish Beauty, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.

Compensation.

In consideration for the Services, Embellish Beauty will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Embellish Beauty in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Embellish Beauty from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, 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 Embellish Beauty product(s) via the Influencer Page that are made by a method of payment accepted by Embellish Beauty. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the monthly payouts. The Commission will be calculated solely based on records maintained by Embellish Beauty using its standard methodologies. Embellish Beauty will pay Independent Influencer its Commission on the 28th day of each month. Commissions due hereunder will be made by Embellish Beauty to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is ACH Direct Deposit or PayPal. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account and communicating such account information to Embellish Beauty for purposes of receiving the payments set forth herein. Embellish Beauty is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Embellish Beauty, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control.

Confidentiality.

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Embellish Beauty's business technology, business relationships, or financial affairs which Embellish Beauty 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 Embellish Beauty from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Embellish Beauty's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Embellish Beauty, 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 Embellish Beauty. Independent Influencer will cooperate with Embellish Beauty and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Embellish Beauty all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by WEmbellish Beauty or termination of this Agreement for any reason.

Information of Third Parties. Independent Influencer understands that Embellish Beauty is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Embellish Beauty to protect or refrain from the 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.

Content License. Independent Influencer hereby grants to Embellish Beauty and its subsidiaries, affiliates, licensees, agents, representatives, successors, and assigns: Unrestricted, fully-paid, royalty-free, exclusive, transferable, and irrevocable rights, 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 2 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. With respect to Content that portrays Independent Influencer’s face, body, and voice (the “Restricted Materials”), Embellish Beauty shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.

Other Developments. Independent Influencer hereby grants to Embellish Beauty and its affiliated companies, successors and assigns, 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 other materials, other than the Content, (i) submitted to Embellish Beauty in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”).

Embellish Beauty Materials and Trademark. Except for Independent Influencer's limited right to use the Embellish Beauty Materials solely in connection with performing the Services. Embellish Beauty retains all right title and interest in the Embellish Beauty, including all related intellectual property rights. Embellish Beauty hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display Embellish Beauty'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 Embellish Beauty's quality standards and trademark guidelines, which may be provided by Embellish Beauty to Independent Influencer from time to time
- Will solely inure to the benefit of Embellish Beauty. 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 (A) attack the Marks or assist anyone in attack in the Marks, and (B) 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.

Federal Trade Commission Requirements. Independent Influencer acknowledges and agrees that the provisions of the 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 Embellish Beauty products, the Embellish Beauty brand, and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

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

Representations and Warranties.  Independent Influencer represents and warrants that:

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

Indemnification. Independent Influencer shall indemnify and hold Embellish Beauty, its affiliates 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, 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.

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 to written notice thereof to the other party. Embellish Beauty 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).

Independent Contractor; No Agency. Independent Influencer is not and shall not be deemed an employee, agent, joint venture, or partner of Embellish Beauty, 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.