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Brand Ambassador and Influencer Agreement
Keed Cosmetics LLC, actively supports the advertising and promotion of its products by selected and respected members of the beauty and wellness community. This agreement outlines the terms and conditions of your relationship with Keed Cosmetics LLC as a United States of America based Brand Ambassador and/or Influencer. 

By applying to become a Brand Ambassador and Influencer for Keed Cosmetics LLC, you agree to the following terms:

1. Endorsed Products:
Endorsed products are products sold under any of the Keed Cosmetics LLC brands, including all of the Keed Cosmetics, LLC brand names.

2. Ambassador and Influencer Requirements:

Your requirements as a Brand Ambassador and/or an Influencer are outlined in the Ambassador and Influencer Requirements section that was presented to you in your online application and under the Website , Terms of Use and is hereby incorporated into this agreement by reference.
Ambassadors who do not follow the requirements can be subject to termination, suspension or their commissions (if applicable), being held until all requirements are followed.

3. Contract Territory:
You will be a United States of America based Brand Ambassador, the territory for a U.S. Brand Ambassador shall be within the United States exclusively and all U.S. territories.

4. Exclusivity:
Unless otherwise stated, you agree that you will not endorse any other beauty products and goods including but not limited to make up, skincare and body care products. 

5. Use of Endorsed Products:
You acknowledge and agree that you have read all product warning labels, that you are over the age of 18, and you have no medical condition that prevents you from taking and using our product; all products provided as part of this relationship may not be re-sold.  

6. Promotion of Endorsed Products:
You agree to use your best efforts to promote the Endorsed Products in a manner consistent with its authorized use and as outlined on product labels. The promotion structure of Endorsed Products shall be as outlined in your Brand Ambassador Program letter. Approved social media sites include Facebook, Pinterest, Instagram, and YouTube. You are required to notify Keed Cosmetics LLC of the social media outlet you use and add Keed Cosmetics LLC as a friend/follower. You will be notified of any additional approved social media sites as they become available.

7. Prohibited Content:
Ambassador agrees that they will not post content on any social media platform, as determined by Keed Cosmetics, LLC in its sole discretion, that:
is pornographic, sexually explicit or suggestive, or contains profanity or nudity;
is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group;
promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
promotes any activities that may appear unsafe or dangerous;
is obscene or offensive, or endorses any form of hate or hate group;
defames, misrepresents or contains disparaging remarks about other people or entities;
communicates messages or images inconsistent with the positive images and/or good will with which Keed Cosmetics, LLC wishes to associate;
violates any law.

8. Indemnification:
You agree to hold Keed Cosmetics LLC, its officers, agents, assignees and employees harmless for any liability from any injury or damage arising from the use or promotion of any Endorsed Product. 

9. Relationship:
You are an independent contractor; this agreement shall not be construed as creating an employer/employee relationship.

10. Confidentiality/Use:
Occasionally we may share information with you that is confidential in nature, such information will be identified as confidential and you are expected to maintain this information in the strictest confidence. Any disclosure of confidential information will terminate this agreement and result in legal action.

11. Intellectual Property:
Ambassador acknowledges and hereby agrees to grant Keed Cosmetics, LLC, the unlimited and unencumbered use of any and all work product developed by Ambassador in conjunction with the performance of services for Keed Cosmetics, LLC.  Work product includes but is not limited to all social media posts, pictures, images, videos, recordings, taglines, hashtags, posts, commentary, and designs.    

a. Except where prohibited by law or regulation, Ambassador grants Keed Cosmetics, LLC and its successors, assigns, licensees and designees permission to use Ambassador's name, Social Media Platform account name, photograph (including, but not limited to, Social Media Platform account profile photo), voice and/or other likeness,  in all media now known or hereafter discovered (including, without limitation, on Keed Cosmetics, LLC websites and via Keed Cosmetics, LLC Social Media Platform accounts), worldwide in perpetuity, for any purpose without additional compensation, consideration, notification or consent.  

b. Ambassador is not authorized to use any copyrighted content from any other companies to promote the Keed Cosmetics, LLC brand. Keed Cosmetics, LLC will not be responsible for any disputes involving the unauthorized use of any other company's intellectual property.  

12. Term and Termination:
The effective date of this agreement is July 31, 2019.  The term of this agreement is one (1) year from the effective date.  This agreement will automatically renew at the end of each term for successive one (1) year terms unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term.  Notwithstanding the foregoing, either party may terminate this agreement at any time, with or without cause.  

13. Governing Law:
This Agreement shall be construed in accordance with the laws of the State of Nevada. In the event that arbitration is unsuccessful, you agree to submit to venue and personal jurisdiction in any state or federal court sitting in the Clark County, State of Nevada in any action or proceeding arising out of or related, directly or indirectly, to this agreement.

14. Commission Credit:
To receive credit for a purchase towards your commissions, the user must have clicked on your tracking link as the last click before arriving to the site and purchasing (and not on a Keed Cosmetics, LLC ad).
Once a user clicks on your tracking link, a cookie will be placed on their browser for 30 days, giving you commission credit for purchases that take place for that user within that time (as long as it's the last click, see above.) You cannot receive commission on any purchase that uses your personal discount code. You cannot receive commission on your own orders.
Your commission amount will be based on a percentage of the Discount Subtotal for each purchase generated by your tracking link.

15. Paypal:
All commissions will be paid out monthly at the end of the next calendar month through Paypal. All ambassadors must sign up for a Paypal account in order to receive their commissions. All commissions paid out through PayPal that are not claimed within 30 days will be automatically forfeited. 

16. Removal:
We reserve the right to remove any ambassador from our Brand Ambassador Program at any given time and without notice.

17. Modification:
We may change the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any significant change to this Agreement. If you find the change unacceptable, you have the right to terminate the Agreement. However, if you continue to receive the benefits of the Agreement after the end of the notice period of the change, you will be considered to have accepted the changes. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.

18. Entire Agreement:
This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the parties.

This agreement has been updated on July 31, 2019. 

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