The Parties hereto agree as follows: 1. Overview: (a) The Engagement. The Company engages the Influencer to provide marketing services on various social media platforms (the “Services”) pursuant to the Scope of Services attached hereto as “Exhibit A”. In return, the Influencer will choose a product or products from the Company’s online inventory and in exchange the Influencer agrees to participate in promotional activities such as writing a blog post about the Company’s product (hereinafter the “Engagement”). The Company facilitates all aspects of the Influencer/Company relationship including messaging, rate negotiations, participation verification and payment processing. The purpose of the Engagement is to accept monetary and non-monetary compensation in exchange for promotional activities. The Company and the Influencer will work together to create promotional campaigns, each with descriptions of the content the Company seeks in connection with that Campaign (hereinafter “Promotional Campaign”) with varying placements and payments. (b) Grant of Rights. Upon Company’s acceptance of Influencer’s proof of completion of a Promotional Campaign, Influencer shall grant to Company the unrestricted, worldwide, perpetual, irrevocable, fully paid?up, royalty?free, fully sub?licensable and transferable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, display, and perform the results and proceeds of all content created pursuant to a Promotional Campaign (collectively, “Work”), in whole or in part, in any media, format or technology, whether now known or hereafter discovered, and in any manner including, but not limited to, all promotional advertising, marketing, publicity, and commercial uses and ancillary uses, without any further notice or payment to, or permission needed from Influencer (except if prohibited by law). Influencer agrees and grants to Company the use Influencer’s name/likeness/social media handle or channel/blog name and any other Influencer attributes in any manner that Company determines supports the Campaign or the Work, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio). 2. Permitted Use: The Influencer shall provide his or her Services in furtherance of the Engagement and in strict compliance with this Agreement. The Company reserves the right to deny participants, data, campaigns, future Engagements, and any other actions, content or communications it deems unsuitable for the marketplace and its viability. 3. Fees and Payouts: (a) Collection of Funds. In full consideration of Influencer’s performance, its obligations and the rights granted herein, Influencer shall be paid the amount agreed upon between Influencer and Company for each Promotional Campaign. Influencer will otherwise perform the Services at his/her own expense and using his/her own resources and equipment. Influencer acknowledges that the agreed upon compensation, according to the tiered commission by brand flyer updated as the Company sees fit, of (1) ten to twenty (10-20%) percent of the sale of Home Décor and other Furnishings, and ten to twenty (20%) percent of the sale of Apparel, Jewelry and Hand Bags, represents Influencer’s entire compensation with respect to this Agreement and the Company and the Company shall have no other obligation for any other compensation to or expenses or costs incurred by Influencer in connection with the performance of its obligations under this Agreement. Influencer’s commission will be calculated as ten to twenty percent of the purchase price, as specified by the Product Level Commissions by Brand distributed via email. (b) Influencer agrees that the Company has not guaranteed a minimum amount of work or number of Promotional Opportunities, nor has it guaranteed that Influencer will be engaged to perform specific services or a specific amount of services during the Term of this Agreement. (c) Payouts. Payout(s) shall be made through PayPal and shall take up to thirteen (13) days after an order is fulfilled using the Influencer’s link and/or code. In the event an order is canceled the Company shall not be liable to pay a commission to the Influencer. (d) Changes in Structure and Fees. The Company may change the fee structure or minimum fee at any time by providing Influencer thirty (30) days prior written notice, provided that, Influencer may terminate this Agreement without liability during such notice period if Influencer does not accept such changes. Use of the Service after the expiration of the thirty (30) day notice period shall be deemed acceptance of the revised fee terms. (e) Taxes. Influencer is responsible for all taxes as a result of its participation in this Agreement and the Services, excluding taxes based upon Company’s net income. 4. Acceptable Use Policy: Influencer shall comply with the terms of the Acceptable Use Policy (“AUP”). By signing this Agreement, Influencer agrees that he or she has read and agrees to be bound by the Company’s Acceptable Use Policy which is annexed hereto as “Exhibit A” and incorporated herein by reference and made part of this Agreement. The Company may update the AUP at any time upon written notice to Influencer. If Influencer becomes aware of any violation of the AUP by any user, Influencer must immediately contact the Company at info@styleupcorp.com and give the Company as much information as possible regarding such violation. The Company may refer any information on illegal or fraudulent activities, including Influencer’s identity, to the proper authorities, to Influencers or to other aggrieved parties. 5. Representations and Warranties: (a) Influencer. Influencer represents and warrants that: (i) Influencer has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform its obligations hereunder without violating the rights of any third party; (ii) the Work is wholly original with Influencer, and that the use of the Work in accordance with this Agreement will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against Influencer and Influencer has not previously assigned, or pledged the Work and will not do any of the foregoing with respect to such Work; (iii) Influencer will comply with any Internet platforms’ terms of use and policies when posting Work on such third party Internet platforms; (iv) Influencer will not commit any act which brings the Company into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which the Company’s advertising and publicity materials are directed, or which might tend to injure the success of the Company or any of the Company’s products or services including, without limitation, disparaging the Company, its products or services, or its competitors; and (v) Influencer will not violate any applicable federal, state and local laws and regulations in providing the Work hereunder, including, without limitation, any applicable, sweepstakes, contest or promotion laws or the FTC’s Endorsements Guides (as defined below). In no event will the Company’s approval of any Work or Promotional Engagement relieve Influencer of its responsibilities under this section. (b) Guidelines. Influencer represents and warrants that Influencer will comply with all applicable laws, rules and regulations in its performance of any Promotional Engagement under this Agreement, including, but not limited to, the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials” (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”). In accordance with the FTC Endorsement Guides, Influencer hereby agrees not to speak about or refer to the Company’s products or services, directly or indirectly, without disclosing that the Company paid for the Influencers’ Work, including, but not limited to when blogging or speaking about the Company’s Products on Influencer’s personal blog or social media sites (e.g., Facebook, Twitter, Instagram etc.) or if asked to speak in an editorial or expert capacity (including though live appearances or through any media) in any situation in which it is not obvious that the Influencer is acting on behalf of the Company. Influencer’s statements will reflect Influencer’s honest views and personal experiences with the Company and/or its product(s) and service(s). The form of any such disclosure may be mutually agreed by the Company and Influencer but, at a minimum, will appear clearly and conspicuously and in close proximity to any statements Influencer makes about the Company. (c) No Spam. Influencer may not transmit any unsolicited messages (whether through email, SMS, social media or any other electronic medium) to any recipient from whom Influencer has not received prior demonstrable consent or in a manner that violates any law or obligation regarding the transmission of email messages. Further, Influencer shall ensure compliance with the Can Spam Act of 2003. In addition, Influencer may not use or develop any automated process to transmit messages. 6. Term and Termination: (a) Term. This Agreement shall have an initial term of one (1) year and shall automatically renew for additional one (1) year terms thereafter, unless either party provides thirty (30) days prior written notice of its intention not to renew the Agreement. (b) Termination for breach. Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party breaches this Agreement and does not cure such breach within such time period. In the event that Influencer has breached this Agreement, in addition to any right or remedy that may be available to the Company under this Agreement or applicable law, the Company may instruct Influencer to cease all promotional activities or make clarifying statements, and Influencer shall immediately comply. (c) Termination without cause. Either party may terminate this Agreement at any time without cause upon sixty (60) days prior written notice to the other party. 7. Effect of Termination: Upon termination of Influencer’s account for any reason, Influencer must cease any and all Promotional Campaigns. The provisions of the following sections shall survive the termination of this Agreement: Unauthorized Use of the Service; Proprietary Rights; Limitations of Liability; Indemnification; Governing Law; Confidentiality; Severability; Waiver – Remedies; and Assignment. 8. Proprietary Rights: The Company is the exclusive owner or authorized licensor of the Company web site, including all copy, software, graphics, designs and all copyrights, trademarks and other intellectual property or proprietary rights contained therein. Except as set forth herein, Influencer agrees not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. All rights not granted under this Agreement are reserved by the Company. 9. Limitations of Liability: excluding an obligation of indemnification or breach of confidentiality, (i) in no event will the Company be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Company has been advised of the possibility of such damages; and (ii) in no event shall the Company’s liability for any direct damages exceed the amounts actually paid under this agreement during the most recent one (1) month. Influencer acknowledges that the Company has entered into this Agreement relying on the limitations of liability stated herein and that The Company would not offer Influencer the Engagement without those limitations, which are an essential basis of the bargain. 10. Indemnification: Influencer agrees to indemnify, defend and hold the Company and the Company’s representatives and agents harmless from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, (i) Influencer’s Service provided during the Engagement, (ii) Influencer’s web sites, products or services, (iii) Influencer’s breach of this Agreement and/or any of its representations and/or warranties contained herein, and/or (iv) a violation by Influencer of the AUP or any applicable law, rule or regulation. 11. Exclusivity: The Influencer may not use the Engagement to initiate business transactions with any Vendors pursuant to the Influencer’s own business endeavors. The Influencer may not solicit a Vendor with regard to working outside the Engagement, nor may he or she request Vendors to participate in promotional activities outside of the Engagement. This Paragraph 11 shall not apply to any working relationship that an Influencer may have had with a vendor prior to the Engagement provided that the Influence (1) has a written contract with the vendor, (2) said contract predates the Engagement with the Company, and (3) such contract is disclosed to the Company. Prior to, during and for a period of no less than six (6) months after the Engagement, the Influencer shall not engage in any of the following: (1) disclose the identity of the vendors and/or wholesalers, (2) directly or indirectly promote any of the vendors and/or wholesalers outside of the Engagement. 12. Release: Influencer hereby agrees, for him/herself, his/her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless and covenant not to sue the Company from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with the use of the Work by the Company, including, without limitation, any and all claims for copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limitation of the foregoing, in no event will Influencer be entitled to, and Influencer waives any right to, enjoin, restrain or interfere with use of the Work or the exploitation of any of Company’s rights as provided herein. 13. Relationship of Parties: Influencer’s relationship with the Company is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that the Company may make available to its employees. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. 14. Governing Law: The laws of the State of Texas shall govern this Agreement. EACH PARTY HEREBY EXPRESSLY CONSENTS TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN DALLAS COUNTY, TEXAS FOR ALL MATTERS ARISING IN CONNECTION WITH THIS AGREEMENT. The prevailing party in any action herein shall be entitled to recover its reasonable attorney’s fees and expenses. 15. Confidentiality: Unless authorized by the Company, Influencer agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement or in connection with a Promotional Campaign. Confidential Information means any data or information, oral or written, disclosed by the Company that relates to the current, future, and proposed business activities, technology, developments, inventions, processes, trade secrets, know how, plans, financial information, forecasts, projections, products and services of the Company and/or anything labeled Confidential Information by the Company. Notwithstanding the foregoing, Confidential Information is deemed not to include information that is publicly available or in the public domain at the time disclosed. Prior to the Engagement, the Parties entered into a Non-Disclosure Agreement the provisions of which are incorporated by reference herein and made a part of this Agreement (annexed hereto as “Exhibit B”). To the extent any provision in Exhibit B conflicts with any provision set forth in this Agreement, then Exhibit B shall control. 16. Severability: If any part of this Agreement shall be held or declared invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of this Agreement. 17. Waiver and Remedies: The failure by either party to partially or fully exercise any rights or the waiver of any breach of this Agreement by the other party, shall not prevent a subsequent exercise of such right by such party or be deemed a waiver by such party of any subsequent breach by the other party of the same or any other term of this Agreement. Each party’s rights and remedies under this Agreement shall be cumulative, and the exercise of any such right or remedy shall not limit its right to exercise any other right or remedy. 18. Assignment: Influencer may not assign this Agreement, or any rights or remedies hereunder, to any third party without the Company’s prior written consent. This Agreement shall inure to the benefit of a party’s permitted successors and assigns. Exhibit A Acceptable Use Policy (a) Influencer may not use the Service or include in any Campaigns any content which is reasonably objectionable or content which is illegal. (b) Solely by way of example, Influencer may not: (i) generate, manipulate or otherwise produce or induce fraudulent clicks, impressions or transactions, including but not limited to using scripts, spyware, robots or other automated tools and/or computer generated requests; (ii) violate the terms, conditions, policies or guidelines of any third party service or website; (iii) act in any manner that violates the FTC Endorsement Guides or puts the Company in violation of the foregoing; (iv) violate or infringe upon the intellectual property, personal or proprietary rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets or confidentiality obligations; (v) use anything threatening, libelous, defamatory, obscene, scandalous or inflammatory or that could otherwise violate any other applicable law; (vi) use anything adult in nature (such as pornography), gambling related, or “get rich quick” schemes; (vii) use or do anything which may be false, misleading or deceptive; (viii) engage in any other illegal or fraudulent, misleading or deceptive business practice under the laws of any jurisdiction where Influencer is located or the content is displayed or any other conduct that the Company determines may otherwise result in legal liability. YOUR ENGAGEMENT IS SUBJECT TO YOUR COMPLIANCE WITH: (1) THIS AGREEMENT, (2) THIRD PARTY AGREEMENTS TO WHICH YOU ARE SUBJECT AND (3) ALL APPLICABLE LAWS, RULES AND REGULATIONS. BY ENGAGING IN A PROMOTIONAL CAMPAIGN, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, YOU MAY NOT USE ANY PORTION OF THE SERVICE. WE RESERVE THE RIGHT TO UPDATE OR CHANGE THIS AGREEMENT AT ANY TIME BY POSTING SUCH CHANGES ON THE WEB SITE. YOUR CONTINUED ENGAGEMENT IN A PROMOTIONAL CAMPAIGN AFTER WE POST ANY CHANGES SIGNIFIES YOUR AGREEMENT TO ANY SUCH CHANGES. IF YOU DO NOT AGREE TO THESE CHANGES, YOU MUST STOP USING OR ACCESSING THE SERVICE.
