Brand Ambassador Terms & Conditions

Effective 02/20/2025 

Please read the SmoothSkin Brand Ambassador Program terms and conditions very carefully before accepting to become an Ambassador. 

By accepting these terms (as further defined herein), you expressly agree to be bound by, and strictly adhere to, all terms and conditions of this brand ambassador agreement between yourself and SmoothSkin.  

ELIGIBILITY: 

To become a SmoothSkin Ambassador, you must meet the following eligibility criteria: 

  1. You are 18 years of age or older 

  1. You live in the contiguous United States 

  1. You have an active and public TikTok or Instagram account 

  1. You have read all device warning labels and guidelines 

  1. You have no medical condition that prevents you from using any of the devices 

  1. You are not an employee, agent, franchisee, or partner of SmoothSkin. You cannot act on behalf of the company. You do not have any authority to incur debt, obligation, or liability on behalf of the company. 

REQUIREMENTS: 

  • You will receive SmoothSkin devices and share your experience and results on your social networks (Instagram, TikTok, YouTube, blogs, etc).  

  • You understand that SmoothSkin will own the rights to use the images or videos in their marketing collateral 

  • You will promote SmoothSkin devices to your followers on social media no less than once a month 

  • You will share the SmoothSkin brand message and story on social mediano less than once a month 

  • You will share content using brand hashtags: #smoothskinambassador (other hashtags pertaining to content are permitted) 

SmoothSkin reserves the unconditional right to accept or deny any person who applies to be a SmoothSkin Ambassador. 

 

 

RESTRICTIONS: 

Ambassador agrees and understands that if any Content posted by or associated with Ambassador is deemed offensive, inappropriate, or used incorrectly, that Ambassador will be deemed, at the sole discretion of SmoothSkin, ineligible to participate in the Programimmediately. Ambassador will then be disqualified from receiving any commission, recognition, or communication from SmoothSkin. Ambassador will be terminated in the event it takes any of the following actions, each a material breach of the Terms: 

  • Makes any statements or warranties on behalf of SmoothSkin, other than the ones contained in SmoothSkin’s marketing and promotional materials; 

  • Fails tocomply with any of the Terms; 

  • Violates or infringes any rights of any other party, including but not limited to copyright, trademark, privacy, publicity or any other intellectual property rights; 

  • Contains material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous; 

  • Contains material that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where Content is created 

  • Contains information known by Ambassador to be false, inaccurate or misleading; 

  • Contains content that is, or may reasonably be considered to be, hate speech, or promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; 

  • Contains material or content for which Ambassador has been compensated or granted any consideration by any third party; 

  • Disparages SmoothSkinbrand or any other person or party; and/or 

  • Contains material not consistent with the image and values of SmoothSkin. 

 

COMMISSION: 

In consideration of the Services provided by Ambassador and the rights granted to SmoothSkin with respect to the Content, as further provided herein, the Ambassador will be compensated as follows:  

10% net commission on all sales by third parties generated using your custom UTM link supplied via AWIN.Increase in commission isdependent on performance and subject to change by SmoothSkin at any time.  

Commissions will not be paid based on any sales or amounts for any reorders of customers attributed to spam, credit card fraud, unauthorized use of your UTM link. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to Ambassador and any subsequent payment. Commissions are counted and final numbers are deemed final at the sole discretion and decision of SmoothSkin.  

Commission is paid out 30 days after the end of a 28-day tracking period. SmoothSkin also reserves the right to change the frequency and dates of the commission payment at any point.  

Ambassador will be able to track commissions and payout via the AWIN dashboard.  

INTELLECTUAL PROPERTY RIGHTS:  

Ambassador agrees to grant SmoothSkin a worldwide, irrevocable, fully paid-up, and royalty-free right and license to use, promote, reproduce, reshare, repost, adapt, publish, translate, distribute, transmit, share, and display the Content, including Ambassador’s name, nickname, social media handle, blog name, photo, image, and/or other likeness in connection with such Content (collectively, “Ambassador’s Likeness”), on SmoothSkin’s marketing channels, including @smoothskin_us on social media, authorized retailers’ social media channels, web and e-commerce, and in PR materials (e.g., media pitches, case studies, and other PR initiatives); for a period of 12 months.  

REPRESENTATIONS AND WARRANTIES:  

a. Ambassador represents and warrants to SmoothSkin that: (i) Ambassador has the full right, power and authority to enter into these Terms, grant the rights granted herein, and fully perform its obligations hereunder without violating the rights of any third party; (ii) the Content is wholly original with Ambassador, and that the use of the Content in accordance with these Terms 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; (iii) the Content, and Ambassador’s performance of the Services and all of its other obligations under these Terms, will comply with SmoothSkin’s Influencer Social Media Policy, a copy of which is attached hereto as Exhibit B, and all other terms and conditions of these Terms; (iv) Ambassador will comply with any Internet or social media platforms’ terms of use and policies when posting Content on such third party platforms; (v) Ambassador will not commit and has not committed any act which brings SmoothSkin into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which SmoothSkin’s advertising and publicity materials are directed, or which might tend to injure the success of SmoothSkin or any of SmoothSkin s products or services including, without limitation, disparaging SmoothSkin, its products or services, or its competitors; and (vi) Ambassador will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, the FTC Endorsement and Testimonial Guidelines (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”). The form and placement of any FTC-required disclosures shall be agreed to by the SmoothSkin but, at a minimum, will appear clearly and conspicuously and in close proximity to anystatements that Ambassador makes about SmoothSkin. In no event willSmoothSkin’s approval of any Content or activities relieve Ambassador of its responsibilities under this section. 

(b) SmoothSkin represents, warrants and covenants that: (i) it has the full right, power and authority to enter into and perform its obligations under these Terms, and that these Terms does not contravene and is not otherwise limited by any other agreement to which she/it is or shall be a party; (ii) it shall keep all non-public information relating to the other party or its affiliates, or their respective businesses or products, or disclosed in the course of performance of these Terms, whether in oral, written, graphic or electronic form, strictly confidential and only use such information for the purposes of performing her/its responsibilities in accordance with these Terms; (iii) any brief, guidelines or messaging provided by SmoothSkin when used in an authorized manner shall at all times comply with all applicable federal, national, state, local and other laws, rules, regulations and guidelines, including without limitation all FTC regulations and guidelines (including, without limitation the FTC's Revised Endorsement Guidelines); and (iv) The products or services promoted in connection with the Campaign will be of high standard in style, appearance and quality, will be safe for use by consumers, and the manufacture, advertisement, distribution, and sale thereof will comply with all applicable governmental rules, laws, guidelines, safety codes and regulations and will not infringe upon or violate any rights of any 

CONFIDENTIAL INFORMATION 

SmoothSkin may discloseconfidential or proprietary information and trade secrets to you from time to time (collectively, “Confidential Information”). You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party.  You agree that SmoothSkin is (and will remain) the sole and exclusive owner of all rights, title and interest in and to Confidential Information, and all SmoothSkin Intellectual Property.  You further agree that you will not and will cause any employees and other agents not to use SmoothSkin’s Confidential Information for the benefit of anyone other than SmoothSkin.  You agree not to use SmoothSkin’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or SmoothSkin’s Intellectual Property would cause substantial and irreparable harm and injury to SmoothSkin’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, SmoothSkin shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies. 

TERM AND TERMINATION 

(a) Term. The initial term of these Terms shall commence upon SmoothSkin’s acceptance of you as Ambassador and will end when terminated by either Party in writing. The terms may be terminated by SmoothSkin immediately at any time, with or without cause, upon SmoothSkin’swritten notice to Ambassador; and by Ambassador upon thirty (30) days written notice by Ambassador to SmoothSkin. and continue in full force and effect until terminatedas set forth hereinor until satisfactory completion of all Services specified herein, whichever is sooner. 

(b) Termination. (i)`Either party may terminatethese Terms upon written notice to the other party solely in the case of any uncured material breach by such other party, that remains uncured ten (10) days after written notice from the other party specifying such breach in reasonable detail. A material breach includes failing to produce acceptable Content based on the Key Messaging set forth in Exhibit A, failing to execute on the agreed upon concepts approved by SmoothSkin andfailing to make disclosures in the manner set forth in the FTC Endorsement Guides or Exhibit B; provided, however, Ambassador shall have ten (10) days to cure such material breach upon written notice thereof. In addition, if Ambassador commits or has committed any act which brings SmoothSkin into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which SmoothSkin’s advertising materials are directed, or which might tend to injure the success of SmoothSkin or the Campaign, then at the time of any such act or at any time after SmoothSkin learns of any such act, SmoothSkin shall have the right to immediately terminate these Terms by written notice to Ambassador to that effect. In the event of termination under this Section, SmoothSkin shall only be obligated to pay Ambassador for those Services rendered satisfactorily through the date of termination (and any overpayments shall be promptly refunded by Ambassador) and SmoothSkin will have no obligation to pay for any Services associated with the breach. 

(ii)`Notwithstanding, Ambassador shall have the right to terminate these Terms immediately upon written notice to SmoothSkin if during the Term or Usage Term, a high level, public-facing C-suite executive of SmoothSkin, which Ambassador determines, in good faith and in its reasonable judgment, becomes the subject of public controversy, scandal, or disrepute, or otherwise takes or is the subject of any action which shocks, insults, or offends the community of Ambassador including, without limitation, Ambassador’s audience, followers, or subscribers.If, as a result of acts beyond the parties’ reasonable control, such as strikes, boycotts, war, acts of God, riots, terrorism, delays of commercial carriers, restraints of public authority, including COVID-19 (each and collectively a “Force Majeure Event”), either party is unable to render or complete Services or perform under these Terms, parties will use reasonable efforts to reschedule to the Postponement Date. If parties are still unable to perform during the Postponement Date due to Force Majeure Events, parties will use reasonable efforts to reschedule, subject to each party’s professional commitments. If there is a Force Majeure Event and parties are unable to reschedule after the Postponement Date, neither party will be liable for its failure to render Services or perform its obligations hereunder. Influencer represents and warrants that he is not aware of any Force Majeure Event that will affect its ability to timely and completely provide the Content and Services and otherwise perform under thesezx  Terms. 

MISCELLANEOUS 

These Terms shall be governed by and interpreted in all respects in accordance with the substantive laws of the State of New York, without regard to its choice of law provisions. Ambassador agrees that any disputes directly or indirectly arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in New York, New York. Ambassador hereby irrevocably consents to such venue and to the exclusive jurisdiction of any such court over any such dispute. If any provision of this 

Terms are determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. These Terms set forth the entire agreement of the parties with respect to the subject matter hereof, may not be changed except by an instrument in writing signed by both parties and supersedes any and all prior agreements between the parties. 

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