This Brand Contributor Agreement (the "Agreement") contains the Terms and Conditions that apply to your participation in the Beecee, LLC ("beecee" or the "Company") Brand Contributor Program (the "Program") and the establishment of links from your website(s) or other digital location(s), such as your social media page(s) (also referred to as "your Site") to beecee.com ("Company's Website").

This Agreement is made and entered into by the Company and you, the applicant. As used in this Agreement, "you" and "your" mean the applicant; if the Company accepts your application, you may also be referred to herein as "Brand Contributor." The Company and you are collectively referred to below as the "Parties" and may each be referred to as a "Party."

By submitting your application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and continue to comply with, this Agreement throughout the full duration of your participation in the Program. The effective date of this Agreement is the date the Company accepts your application. If accepted, you will receive an email acknowledging your acceptance into the Program.

1. Enrollment & Approval

To participate in the Program, you must reside in the United States, be the greater of 18 years of age or the age of majority in your jurisdiction, and complete and submit an application through the Company's Website. The Program is not open to residents of other countries or jurisdictions. The Company reserves the right, in its sole discretion, to approve, reject, or revoke any application for any reason or no reason. Submission of an application does not guarantee acceptance into the Program.

Upon acceptance by the Company, these Terms and Conditions, together with the Commission Structure, which is incorporated by reference, constitute the entire agreement (the "Agreement") between you and the Company and supersede all prior communications, understandings, or agreements between them.

Under the terms of this Agreement, upon acceptance of your application by the Company:

• You are authorized to promote Company products and facilitate customer referrals to the Company's website in accordance with this Agreement; and
• You have the opportunity to earn commissions, bonuses, or other incentives in accordance with the Commission Structure.

2. Independent Contractor Relationship

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and the Company. You are an independent contractor and are not an employee, consultant, legal representative, or franchisee of the Company. You are not authorized to make any representations, warranties, or commitments on behalf of the Company. You are solely responsible for your own expenses, taxes, permits, licenses, and compliance with applicable laws.

3. Sales via Social Media or Other Online Platforms

It is your responsibility to follow each social media site or other online platform's terms of use.

Brand Contributors may promote Company products using their Qualifying Link, including through a personal storefront provided by the Company for your use in promoting Company products (a "Personal Storefront"), and through third-party platforms expressly authorized by the Company in writing at any time in advance immediately upon email notification (Amazon storefront links, TikTok Shop creator tools, and ShopMy) (each an "Approved Storefront").

Except as expressly authorized by the Company, Brand Contributors may not create independent product listings, operate an online storefront, accept payments directly from customers, or otherwise sell Company products through any other third-party e-commerce marketplaces. Brand Contributors may not purchase inventory for resale through such platforms. This restriction applies to third-party online commerce platforms currently known or developed in the future (other than an Approved Storefront, if so approved in writing as noted herein), including but not limited to Mercari, eBay, Poshmark, or similar resale marketplaces.

4. Soliciting Sales on Others' Social Media & Online Sites

You are expected to use your own websites, social media pages, or profiles to build your customer base. You may not solicit sales through any online presence owned, operated, or maintained by the Company or by any other individual participating in the Program. This includes comment sections, forums, or other interactive features.

5. Keywords and Domains

You may not use, purchase, or otherwise incorporate any Company marks or any derivatives, misspellings, or variations of such marks, or anything confusingly similar thereto in any domain name, social media handles, email address, or in an effort to direct online traffic to your online presence. Such efforts may include, but are not limited to, paid advertising (e.g. DoubleClick, Adtech, Criterio, etc.), paid search placement, meta-tagging, domain name registration, redirects, pay-per-click services, and/or Search Engine Optimization (SEO) strategies.

6. Earnings Claims

You may refer to the Program and Commission Structure using only information published by the Company. All descriptions must be accurate, factual, and consistent with the Company's published materials. You may not suggest or imply that specific earnings are typical, guaranteed, or easily achieved. All claims about the Program must be truthful and not misleading.

7. Product Claims

You may only use product descriptions or product-related claims that appear in official Company publications or on its website. All statements must be truthful, accurate, and consistent with how the Company markets its products. You may not suggest or claim that a Company product can diagnose, treat, cure, mitigate, or prevent disease or otherwise affect the structure or function of the body. You may not represent or imply that any government agency or body has approved or endorsed the products.

8. Reputation & Conduct

You agree not to commit any act or engage in any conduct that, in the sole discretion of the Company, brings the Company into public disrepute, contempt, scandal, or ridicule, or that insults or offends the general community to which the Company's advertising materials or products are directed, or that might tend to harm the Company or any of the Company's products or services including, without limitation, disparaging the Company's products, services, employees, other Brand Contributors, or the Company's third-party suppliers. The Company reserves the right to terminate or revoke this Agreement if it finds you have violated this section.

9. Sole Responsibility for Your Site

You are solely responsible for the development, content, and maintenance of your Site, social media profiles, advertising channels, or other platforms you use to participate in the Program. This includes ensuring all promotional materials are current, compliant, and consistent with Company guidelines.

During the term of this Agreement, you must:

• Ensure that all links, product descriptions, and promotional content reflect the most up-to-date information provided by the Company.
• Ensure that all materials used in connection with the Program and the Company's products are accurate, appropriate, and do not infringe upon the rights of any third party, including but not limited to copyrights, trademarks, privacy rights, or other proprietary rights.
• Refrain from posting or distributing any content that is unlawful, untruthful, defamatory, misleading, or otherwise inconsistent with the terms of this Agreement.
• Comply with all applicable: (i) federal, state, and local laws and regulations, including those relating to privacy, data collection, advertising disclosures, and (ii) governmental and industry self-regulatory codes, standards, guidelines, and policies. This includes clearly displaying a privacy policy and any other required notices and disclosures (including, without limitation, affiliate marketing and "material connection" disclosure statements) on websites and marketing platforms you own.

10. Policies and Pricing

Customers purchasing Company products through the Program will be deemed the Company's customers. All rules, policies, terms and conditions, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. The Company may change its rules, policies, terms and conditions, and procedures at any time, at its sole discretion.

11. Order Processing

The Company reserves the right to reject orders that do not comply with any and all requirements that the Company, in its sole discretion, may establish from time to time. A third-party processor handles financial transactions, including payment processing and payment returns. The Company tracks sales made to customers who place orders that are credited to a Brand Contributor as set forth in this Agreement (each, a "Client"). The Company may provide Brand Contributors with access to performance, earnings, or order-level information regarding Client orders through the Company's systems or through third-party tools used in connection with the Program. Brand Contributors will not be provided with personally identifiable information about Clients but may have access to aggregated or anonymized data and tools to view and filter their sales and performance metrics.

12. Profile Maintenance

You are solely responsible for ensuring that any profile information provided, including payment and account information submitted to the third-party platform partner designated by the Company (the "Payment Provider"), is accurate and kept up to date. The Company is not liable for delayed or missed payments resulting from incomplete or incorrect information.

13. Commission Eligibility

Subject to the terms of this Agreement and as set forth in the Commission Structure, you will earn commissions when a Client successfully places a purchase that is attributed to you through either of the following (each, a "Qualifying Purchase"): (a) through your unique link or code provided by the Company, your Personal Storefront, or an Approved Storefront (each, a "Qualifying Link"); or (b) through a purchase made during the ninety (90) day period following a Client's interaction with a Qualifying Link ("Cookie Window").

Commissions are paid on actual Net Sales Amount, defined as the revenue actually received by the Company from Qualifying Purchases, less amounts for product credits, discounts, coupons, returns, and transaction-based costs and expenses, including, without limitation, sales tax, shipping and handling fees, other services, and losses from credit card fraud or other bad debt.

Commission rates and other incentives are described in the Commission Structure. The Company may also offer additional earnings opportunities from time to time in its sole discretion. Participation in any such program is subject to its applicable terms. In the event of any conflict between this Agreement and the Commission Structure, this Agreement shall control.

The Company's tracking, attribution, and commission determinations will be final and binding.

14. Referral Codes and Promotional Codes

From time to time, the Company may provide Brand Contributors with referral codes, discount codes, or other promotional codes for use in connection with the Program. Such codes may only be distributed and promoted in the manner authorized by the Company.

Brand Contributors may not promote, distribute, or publish referral codes or promotional codes on coupon websites, deal aggregation websites, browser extensions, or similar platforms unless expressly authorized by the Company in writing.

The Company reserves the right to deactivate referral codes, modify discount structures, or withhold, reverse or deny commissions associated with referral codes that are used or distributed in a manner inconsistent with this Agreement.

15. Determination of Earnings and Payment Responsibility

All determinations regarding whether a transaction qualifies as a Qualifying Purchase, and whether a commission, bonus, or other incentive is payable, will be made by the Company in its sole discretion and will be final and binding on both you and the Company.

You are solely responsible and liable for any and all taxes, contributions, penalties, currency conversion costs, or other amounts arising from commissions, bonuses, or other payments received through the Program.

16. Payment Conditions and Eligibility

The creation or maintenance of an account does not guarantee any commissions, bonuses, or other payments. All earnings under the Program are subject to verification and acceptance by the Company. You must be a current Brand Contributor in compliance with this Agreement as of the applicable payment date to receive any amounts due.

The Company may, at its sole discretion, extend payment deadlines in the event of extenuating circumstances and will use best efforts to inform you as soon as practicable of such extensions. The Company may change payment deadlines upon reasonable written notice to you.

17. Qualifying Links Not for Personal Use or Resale

You may not purchase Company products through your own Qualifying Link for personal use or for resale of any kind. Your Qualifying Link is intended solely for Client use. Therefore, if you make a purchase on behalf of a Client using your own Qualifying Link, it will not be considered a Qualifying Purchase and will not generate any commissions. The Company expressly prohibits placing orders for any reason other than bona fide Client demand.

18. Reversals, Fraud Prevention, and Misuse of the Program

All commissions, bonuses, and other payments under the Program are subject to verification and may be reversed or withheld in the event of order cancellations, errors, duplicate tracking, returns, disputed charges, fraudulent activity, or any violation of this Agreement. If the Company suspects such activity, it may request clarification or additional information related to specific orders, clicks, or account behavior. You agree to cooperate fully and respond promptly and honestly.

You may not engage in any activity that deceives, misleads, or manipulates the tracking, attribution, or distribution of earnings under the Program. Prohibited activities include, but are not limited to:

• Operating multiple accounts to artificially inflate commissions or bonuses.
• Misrepresenting the identity of a Brand Contributor or Client.
• Using false, misleading, or incomplete contact information.
• Placing orders for purposes other than bona fide consumer demand.
• Engaging in technical manipulation tactics, including but not limited to:
  • Cookie stuffing or triggering tracking without user action.
  • Search manipulation (e.g., keyword stuffing, deceptive redirects, or purchasing ads that direct traffic to the Company's Website while still attributing referral credit).
  • URL hijacking or redirect schemes to force a tracked session.
  • Domain spoofing or imitation of Company-owned properties.
  • Use of toolbars, browser extensions, or plugins to inject tracking without user intent.
  • Generating traffic through click fraud, bots, or other automated means.
  • Unauthorized scraping or spidering of the Company's Website.
• Distribution or promotion of referral or promotional codes in violation of the Program rules, including posting such codes on coupon websites, deal aggregation platforms, browser extensions, or similar services.

Violations of this section may result in remedial actions as set forth in Section 37 of this Agreement.

19. Marketing and Disclosure Compliance

You must comply with all applicable governmental and industry self-regulatory codes, standards, guidelines, and policies, including, without limitation, the Federal Trade Commission guidelines. You must also clearly and conspicuously include a disclosure statement that discloses your relationship with the Company in every marketing or promotional activity that references the Company, its products, or includes a Referral or Qualifying Link.

• A disclosure statement must appear on every webpage, blog, email, or social media post that contains a Referral or Qualifying Link, and/or contains an endorsement, review, or other promotional content referencing the Company, the Program, or any of the Company's products. This includes all instances in which it is not otherwise clear to a consumer that the content is part of an affiliate-compensated relationship.
• A disclosure statement must be placed as close as possible to promotional claims and must appear "above the fold" (i.e., visible without scrolling or otherwise requiring the consumer to take any action) such that it is unmissable. Pop-up disclosures or links to separate disclosure pages are not permitted.
• When sharing links on social media, you must use the platform's built-in disclosure tools (e.g., Instagram's "Paid Partnership" tag) but may not rely solely on those tools. You must also include a clear disclosure statement, such as "#beeceePaidAffiliate" or "#beeceePaidPartner," directly adjacent to the applicable referral method or promotional content.
• If you receive a product from the Company at no cost, this must be clearly disclosed in the same manner as described above.
• You may not create, publish, distribute, or authorize any content (including emails) that appears to be sent by or on behalf of the Company. You must not represent yourself as an employee, agent, or official spokesperson of the Company.

For more information, please refer to the Federal Trade Commission's Endorsement Guides at www.ftc.gov.

20. Email/Text Marketing

If you promote the Program via email or text campaigns, the following requirements apply:

• You must comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any other applicable laws, rules, or regulations governing commercial messaging.
• All email communications must be sent on your behalf and must not suggest or imply that the email is being sent on behalf of the Company. You are solely responsible for ensuring you qualify as the "sender" under the Act.
• You may not send SMS or MMS messages to a recipient unless the recipient has provided express consent to receive such messages. All messaging must comply with all applicable laws, rules, and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA).

21. Use of Company Trademarks

The name "beecee" and other names, trademarks, logos, images, and/or copyrighted materials used by the Company and/or any related/affiliated entity are proprietary (the "Company Marks"). The Company grants you a limited, nonexclusive, non-transferable license to use the Company Marks during the term of this Agreement, provided that such use complies with the provisions of this Agreement. In addition, any and all use of the Company Marks shall be consistent with the superior quality and image associated with the Company and its products and shall not in any way adversely affect the good name, reputation, or image of the Company and the Products. The Company reserves the right to revoke your limited license to use the Company Marks in its sole discretion. All goodwill arising from your use of the Company Marks inures to the Company's benefit.

22. Confidential Information

You acknowledge that the Company may provide you with proprietary or non-public information and reports relating to your sales activity, other Brand Contributors, products, or Clients ("Confidential Information"). Confidential Information may include, but is not limited to, reports and compilations generated by the Company that are made available to you, sales information, Product information, launch information, forecasts, projections, or other materials furnished or prepared by the Company for your use. You acknowledge that the Company is the sole owner of any and all Confidential Information provided to you pursuant to this Agreement. In this regard, you shall:

• not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use, or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by the Company to receive such Confidential Information;
• use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and
• not directly or indirectly make any use whatsoever of the Confidential Information, except for purposes of performing services under this Agreement.

You and the Company each acknowledge that the restrictions in this paragraph are reasonable efforts of the Company to protect and maintain the Confidential Information. Your obligation regarding confidentiality shall survive for so long as the Company may, in its sole discretion, consider the Confidential Information to be confidential. You shall not directly or indirectly use Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company's products or services.

23. Privacy, Security of Customer Data and Confidential Information

You must comply with all applicable privacy and data security laws, including security breach notification laws, in all cases where you collect, use, disclose, or otherwise process Personal Information. "Personal Information" will include any information that may allow an individual to be identified, either on its own or when combined with other information (including automatically collected information like IP address).

• You must treat all Personal Information received in the course of operating your participation in the Program in accordance with the Company's Privacy Policy, available at beecee.com.
• You are required to be familiar with and to comply with the laws applicable to the protection and processing of Personal Information, and to the principles of privacy and confidentiality.
• You must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and Personal Information, and to maintain its accuracy. Appropriate safeguards may include: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files or locking up physical files containing Confidential Information or Personal Information; and (iv) shredding or irretrievably deleting Confidential Information and Personal Information once it is no longer needed.
• In the event of an actual or suspected security breach, where required by applicable law or if the Company determines it advisable, you shall promptly notify the affected customers and the Company in writing after becoming aware of such breach.
• You must limit the number of employees, subcontractors, or other persons who have access to Personal Information to those needed to assist you in the operation of your independent business. Any person whom you allow to access Personal Information must be under a written obligation of confidentiality and security at least equivalent to that which applies under these Terms and Conditions.
• You must not share Personal Information, including financial information, about current or former customers, Brand Contributors, or any other individuals, with any third parties, except as permitted by these Terms and Conditions, or as required by applicable laws and regulations, or court orders.
• You must ensure that the Personal Information you process is processed only in that jurisdiction in which the individual to whom the information pertains resides.
• Company and/or its authorized representatives shall have the right, upon reasonable notice, to inspect and audit your security standards and procedures for the protection of Confidential Information and Personal Information.
• These obligations survive the non-renewal, cancellation, or termination of this Agreement.
• You acknowledge and agree that any breach of this provision shall cause irreparable damage to Company, entitling Company to immediate injunctive or similar relief to prevent further breach.

24. Compliance and Monitoring

The Company may monitor your activities related to the Program at any time and for any reason to ensure compliance with this Agreement. You agree to promptly provide any information reasonably requested for the Company to determine your compliance with this Agreement. This may include, but is not limited to, access to records, communications, promotional materials, or other documentation necessary to confirm compliance.

The Company also reserves the right to audit your activities if non-compliance is suspected or as part of a routine review. Failure to cooperate with such requests may result in remedial actions set forth in Section 37 of this Agreement.

25. Term

This Agreement shall remain in effect until terminated by either you or the Company. You may terminate this Agreement immediately at any time upon written notice to the Company, including by email to services@beecee.com.

26. Termination

Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate this Agreement immediately upon written notice to you in the event of any breach by you. This right is in addition to any other legal or equitable remedies available to the Company.

The Company may terminate this Agreement immediately, with or without cause, at any time upon written notice in the Company's sole discretion. Termination shall be effective on the date on which the written notice is mailed, emailed, or delivered to an express courier to your last known address or email address, or to your counsel, or when you receive actual notice of cancellation, whichever occurs first. The Company shall not be required to have any reason nor to prove any cause in order to terminate the Agreement with you.

27. Effect of Termination

If this Agreement is terminated for any reason, you shall no longer be a Brand Contributor or participate in the Program, and you must immediately cease facilitating sales on behalf of the Company, holding yourself out to the public as a Brand Contributor, using any Confidential Information, or using any of the Company Marks. In the event of termination, and subject to the Company's additional rights and remedies as set forth in Section 18 of this Agreement ("Reversals, Fraud Prevention, and Misuse of the Program"), all your rights as a Brand Contributor, if any, to any new commissions shall terminate on the date of termination, and any tracking associated with your Qualifying Link (including any Cookie Window then in effect) shall cease at that time.

28. Amendments

The Company may amend the terms of this Agreement, including the Commission Structure and any other materials incorporated by reference, at its sole discretion, and you agree to abide by all such amendments. You will be notified of any amendments via email. Amendments will become effective three (3) days after notice is provided.

Your continued participation in the Program, including remaining a current Brand Contributor in compliance with this Agreement, or accepting any commissions, bonuses, or other payments, after the effective date of any amendment, will constitute acceptance of any amendment.

29. Publicity and Content License

If you submit or create any content in connection with participation in the Program, including but not limited to your personal story, reviews, photographs, testimonials, images, videos, text, modifications of Company materials, or any other content (collectively, "Brand Contributor Content"), you grant the Company and its affiliates a perpetual, royalty-free, worldwide, non-exclusive, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, sublicense, and create derivative works from such Brand Contributor Content, including without limitation your name, image, likeness, voice, or other indicia of persona ("Persona") contained therein or associated therewith, in any media or format, for any lawful purpose and in its advertising and promotional materials.

You expressly release and forever discharge Company and its officers, directors, employees and agents from any and all claims, causes of action, expenses (including attorney's fees) and demands arising out of or in connection with the usage of your Persona and Brand Contributor Content permitted herein. You waive all claims for compensation for such use, regardless of the extent of such use. You waive any right to inspect or approve such materials prior to their publication by the Company. This license may be revoked at any time by providing written notice to the Company.

You represent and warrant that all your Content is either original to you or lawfully obtained, and that the Company's use of such content will not infringe or otherwise violate the rights of any third party.

30. Limitation of Liability

You and the Company each waive any claims for consequential or exemplary damages for any claim or cause of action arising from or relating to the Agreement.

31. Indemnity

You agree to indemnify and hold harmless the Company, its affiliates or their respective officers, directors, shareholders, agents, employees and representatives from and against any damages, claims, or liabilities and expenses (including legal fees) arising from or relating to (i) your operation of your account and any activities related to it or under this Agreement; (ii) any negligent, reckless or intentionally wrongful act by you or any person acting on your behalf; (iii) any breach by you of any term of this Agreement; and (iv) any third-party claim alleging that you or any Brand Contributor Content have violated or infringed upon any rights of third-parties, including but not limited to rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

32. Assignment

You may not assign any rights under the Agreement. Any attempt to transfer or assign the Agreement renders the Agreement voidable at the option of the Company and may result in termination in the Program.

33. Waiver

Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

34. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, and communications.

35. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

36. Warranty Disclaimer

To the maximum extent permitted by law, the Company disclaims all other warranties with respect to the Products, the program, and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy.

37. Remedial Actions

The Company reserves the right to take remedial action as necessary to enforce the terms of this Agreement and ensure appropriate conduct by Brand Contributors. Breach of this Agreement, or any illegal, fraudulent, deceptive, or otherwise improper conduct in connection with the Program, may result in one or more of the following actions, at the Company's sole discretion:

• Issuance of a written warning;
• A requirement that you take immediate corrective measures;
• Reversal or withholding of commissions, bonuses, or other payments;
• Loss of eligibility to receive future payments under the Program;
• Termination of this Agreement; or
• Any other action deemed appropriate by the Company.

38. Agreement to Arbitrate

This Program and this Agreement are governed by the laws of the State of Delaware, without any reference to its choice of law provisions. To the extent the Parties are permitted to initiate litigation in a court, you agree that all claims and disputes arising out of or related to the Program and this Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

You agree that any dispute or claim relating in any way to your membership in the Program, to this Brand Contributor Agreement, or to any aspect of your relationship with the Company, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You agree that you must commence any arbitration or other claim within one (1) year after the dispute arises, otherwise the claim is permanently barred. This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Arbitration Agreement.

If you agree to arbitration with the Company, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against the Company and its subsidiaries and affiliated companies (including direct and indirect subsidiaries, sister and parent companies, and their predecessors and successor in interest), and their respective officers, directors, managers, employees, agents, suppliers, vendors, content providers, licensors, licensees, and other representatives (each a "Counter Party" and, collectively, the "Counter Parties") alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against the Counter Parties in an individual arbitration proceeding (except for any Batch Arbitration, as described below). If successful on such claims, you could be awarded money or other relief by an arbitrator. You acknowledge that you have been advised that you may consult with an attorney in deciding whether to accept this agreement, including this Arbitration Agreement.

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

To begin a claim, you must first send a letter describing your claim in detail, including your name and contact information, your legal claim, the specific facts giving rise to your claim, and the requested relief to:

beecee, LLC
1162 Broadway Floor 5
Attn: Legal Department
New York, NY 10001

You and we agree to attempt in good faith to negotiate an informal resolution of your claim. If a resolution is not reached within thirty (30) days, you may commence an arbitration action. The arbitration will be conducted by JAMS. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, will be subject to JAMS's Streamlined Arbitration Rules; all other claims will be subject to JAMS's Comprehensive Arbitration Rules and Procedures. JAMS's rules are available at www.jamsadr.com or by calling JAMS at 800-352-5267.

If the arbitrator finds that you cannot afford to pay JAMS's fees, and you cannot obtain a waiver from JAMS, the Company will pay them for you. If the arbitrator determines the claims are frivolous, you agree to pay the Company's attorneys' fees and costs in the arbitration, to the extent permitted by applicable law.

The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law. The award of the arbitrator is final and binding upon you and us.

You and the Company hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and the Company are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified above.

Except with respect to Batch Arbitration (as defined below), all claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 38(a) above.

You and the Company agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against the Company within an approximately thirty (30) day period (or otherwise in close proximity) regardless of the state(s) in which such claims are filed, JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a "Batch Arbitration"). You and the Company agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a "similar nature" if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within 30 days after first becoming subject to this Arbitration Agreement to:

beecee, LLC Arbitration Opt-Out
1162 Broadway Floor 5
Attn: Legal Department
New York, NY 10001

Your notice must include your name and address, your beecee username (if any), the email address you used to set up your beecee account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

This Arbitration Agreement will survive the termination of your relationship with the Company.

Notwithstanding any provision in these Program Terms to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to the Company.

39. Notices

All notices required or permitted to be given under this Agreement must be in writing. The Company may provide you notice by sending an e-mail to the address on file with the Company, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE EMAIL ADDRESS ON FILE WITH THE COMPANY IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE COMPANY SENDING AN EMAIL TO THAT ADDRESS.

Notice to the Company shall be provided by means of U.S. mail, postage prepaid, addressed to:

1162 Broadway Floor 5
Attn: Legal Department
New York, NY 10001

Such notice to the Company shall be effective upon receipt by the Company.

40. Survival

The Parties agree that Sections 22 (Confidentiality), 23 (Privacy/Security), 27 (Effect of Termination), 29 (Publicity/Content License), 30 (Limitation of Liability), 31 (Indemnity), 34 (Entire Agreement), 35 (Severability), 36 (Warranty and Disclaimer), 37 (Remedial Actions), 38 (Arbitration), 39 (Notices), and 40 (Survival) shall survive any termination or expiration of this Agreement.