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Terms & Conditions - Beauty Experts 10-29-21.docx
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BEAUTY EXPERT REVIEWER AGREEMENT

THIS AGREEMENT (the “Agreement”) is effective at the date/time of clicking yes and opting into the agreement (the “Effective Date”) by and between Beautytap Inc, a Delaware corporation with its principal place of business at 1539 Sawtelle Blvd #3, Los Angeles CA 90025, and (THE “REVIEWER”)

  1. SCOPE OF AGREEMENT.

  1. Appointment of REVIEWER. Subject to the terms and conditions of this Agreement, BEAUTYTAP INC appoints REVIEWER and REVIEWER agrees to act for BEAUTYTAP INC as its non-exclusive representative. REVIEWER will write independent reviews of BEAUTYTAP INC’s products (the “Products”) listed in Beautytap.com to customers it identifies.  REVIEWER must mention in their reviews that they received Products complementary for the purpose of writing a professional independent review. REVIEWER can ONLY write reviews on BEAUTYTAP INC’S product and services on Beautytap.com. If a beauty brand selling on Beautytap.com directly solicits the REVIEWER in any manner or form to recruit or sell directly for the brand, REVIEWER must contact Beautytap with an email.

  1. REVIEWER Company Duties.

  1. General. REVIEWER will use its best efforts to write independent and professional reviews on a continuing basis in a professional and businesslike manner and will diligently perform all other duties described herein. REVIEWER will perform the Services pursuant to this Agreement at all times in a professional with the professional diligence and skill commensurate with the highest standards for the performance of such Services;. REVIEWER will not perform any other services for BEAUTYTAP INC except as expressly authorized in writing by BEAUTYTAP INC.

  1. Compliance with Laws. In performing its duties under this Agreement, REVIEWER will at all times comply with all applicable federal, state and local laws and will not engage in any illegal or unethical practices.

  1. No Other Warranty. REVIEWER shall not make any representations, warranties or service level agreements in connection with the Products or Services beyond those expressly contained in BEAUTYTAP INC’s standard form agreements.

  1. Confidential Information. In the course of performing REVIEWER’s duties hereunder, REVIEWER may obtain information relating to BEAUTYTAP INC ’s customers, and the Products and/or the Services that is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, trade secrets, know-how, inventions, techniques, processes,

computer programs, schematics, data, results of benchmark tests, customer lists, bug lists, financial information and sales and marketing plans, but does not include any information that is generally available to the public. REVIEWER will at all times, both during the term of this Agreement and thereafter, keep in trust and the strictest confidence all Confidential Information and will not use such Confidential Information for any purpose, other than as is necessary for the performance of REVIEWER duties under this Agreement, nor will REVIEWER disclose any of such Confidential Information to any person without BEAUTYTAP INC’s prior written consent. REVIEWER acknowledges that any Confidential Information received by REVIEWER will be received as a fiduciary of BEAUTYTAP INC. REVIEWER further agrees to immediately return to BEAUTYTAP INC all Confidential Information in COMPANY’s possession, custody or control in whatever form held (including all copies of all written documents relating thereto) upon termination of this Agreement or at any time upon BEAUTYTAP INC’s request.

  1. Indemnity. REVIEWER will indemnify and hold BEAUTYTAP INC, its affiliates, shareholders, members, successors, managing agents, officers and directors, attorneys, assigns, subsidiaries, agents, licensors, investors, and managers harmless from and against any claim, liability, settlement or judgments arising from any breach by REVIEWER of its duties under this Section 2.

  1. COMPANY DUTIES.

  1. Product Information. For use in writing the reviews on Products, BEAUTYTAP INC will provide REVIEWER with: (i) training and technical information regarding the Products and Services; including all editorial articles and videos; (ii) a reasonable amount of information about the Products; and (iii) notice, within a reasonable time, of any changes in the Products.

  1. Product Delivery. BEAUTYTAP INC will be solely responsible for the delivery of Products and provision of Services to REVIEWERS.

for the reviews, but this is not a standard practice for REVIEWERS.

  1. STATUS OF REVIEWER.

  1. Independent Contractor. REVIEWER is and at all times will be an independent contractor in all matters relating to this Agreement. REVIEWER is not an agent of BEAUTYTAP INC for any purpose and has no power or authority to bind or commit BEAUTYTAP INC to any obligation in any way, nor will REVIEWER purport to have such power or authority. REVIEWER is not and will not act as an employee of BEAUTYTAP INC for any purpose within the meaning or application of any federal, state or local unemployment insurance laws, social security laws, workers’ compensation laws, industrial accident laws or under any other laws or regulations that impute any obligation or liability to BEAUTYTAP INC by reason of any employment relationship. REVIEWER will not: (i) sign on behalf of BEAUTYTAP INC any contract, commercial paper or other instrument; or (ii) contract any debt or enter into any agreement, either express or implied, binding BEAUTYTAP INC in any regard. REVIEWER agrees to not: (i) make any payment of any kind to any employee of BEAUTYTAP INC; or (ii) accept any payment on behalf or in the name of BEAUTYTAP INC, including any payment by a third party which is due or to become due to BEAUTYTAP INC under any agreement between such third party and BEAUTYTAP INC. REVIEWER will procure the materials, equipment and tools that REVIEWER determines are needed to provide the Services. REVIEWER is solely responsible for any expenses incurs while performing the Services

  1. Indemnity. REVIEWER will indemnify and hold BEAUTYTAP INC, its affiliates, shareholders, members, successors, managing agents, officers and directors, attorneys, assigns, subsidiaries, agents, licensors, investors, and managers harmless from and against any claim, liability, , settlements or judgments arising from any breach by REVIEWER of its duties under this Section 4.

  1. PROPRIETARY RIGHTS.

As    between   BEAUTYTAP   INC        and REVIEWER, ownership and all right, title, and interest in and to any


All trademarks, trade names, service marks, including any goodwill associated with the foregoing, and all trade secrets, patents, copyrights, and inventions relating to the Products and Services provided by BEAUTYTAP INC are and will remain vested solely in BEAUTYTAP INC. REVIEWER will not adopt any trademark, trade name, or service mark that is confusingly similar to any trademark, trade name or service mark owned or used by BEAUTYTAP INC. All content written and reviews posted on Beautytap.com belong to the intellectual property of BEAUTYTAP INC referenced in the Terms & Conditions and Privacy Policy of Beautytap.com and the Terms & Conditions for the Beauty Expert Program. By opting in, the REVIEWER allows BEAUTYTAP to Syndicate  EXPERT  REVIEWS to other partner retailers, networks, and brand sites.

  1. TERM AND TERMINATION.

  1. Term. This Agreement will commence on the Effective Date and continue until either party notifies the other party of its intent to terminate this Agreement as provided in 6.2.

  1. Termination. Participation in the Beauty Expert Program may be terminated by either party with or without cause at any time and for any reason upon delivery of thirty (30) days written notice to the other party. In addition, this Agreement shall terminate immediately upon the occurrence of any of the following events and effective upon delivery of written notice by BEAUTYTAP INC REVIEWER if REVIEWER:

(a) ceases to write reviews for Products physically shipped to them, (b) does not participate in the review programs on a consistent basis at a minimum of once per quarter, (c) writes unprofessional or inaccurate content in their reviews at BEAUTYTAP INC’s sole discretion, (d) fails to deliver the reviews on the deadline required for each review campaign.

  1. WARRANTIES; DISCLAIMER.

  1. REVIEWER represents and warrants that (a) it is (a) the execution and performance of this Beauty Expert Program have been duly authorized by all necessary action on the part of REVIEWER; and (b) the execution and performance of this Agreement do not and will not conflict with or contravene: (i) any provision of the charter documents or bylaws of REVIEWER, or (ii) any other material agreement document, instrument, indenture or other obligation of REVIEWER. REVIEWER acknowledges that it is relying solely on its own judgment, including its own estimate of the market for the Products and Services, in agreeing to the terms of this Agreement, and that BEAUTYTAP INC has made no written or verbal representations or warranties, express, implied or statutory, regarding the subject matter of this Terms & Conditions.

  1. By Company. BEAUTYTAP INC HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS OR SERVICE.