**Brand Contributor Agreement**
Updated and effective:

**Terms and Conditions**

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 beecee and you, the applicant. As used in this Agreement, "you" and "your" mean the applicant; if beecee accepts your application, you may also be referred to herein as "Brand Contributor." beecee 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.

**Introduction**

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 supersedes all prior communications, understandings, or agreements between them.

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

a. You are authorized to promote Company products and facilitate customer referrals to the Company's website in accordance with this Agreement; and

b. 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 beecee. 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.

**Responsibilities**

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. If the social media site or other online platform does not allow its site or platform to be used for commercial activity, you must abide by the site's or platform's terms of use and all other rules of the site or platform.

Brand Contributors may promote beecee products using their Qualifying Link or other approved tracking mechanisms provided by the Company, including through certain third-party platforms that the Company may authorize from time to time (for example, Amazon storefront links, TikTok Shop creator tools, or platforms such as ShopMy).

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 beecee products through 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, 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. No other earnings-related statements may be made.

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 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 or services, or the Company's competitors. You represent that you and anyone affiliated with you are not, and have not been, a party in a lawsuit that alleged misconduct by the Company, its affiliates, or their respective officers, directors, shareholders, agents, employees, and representatives. 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:

a. Ensure that all links, product descriptions, and promotional content reflect the most up-to-date information provided by the Company.

b. 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.

c. Refrain from posting or distributing any content that is unlawful, untruthful, defamatory, misleading, or otherwise inconsistent with the terms of this Agreement.

d. 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.

**Program Operations and Commission Terms**

10. **Policies and Pricing.** Customers purchasing beecee products through the Program will be deemed beecee 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 policies and procedures, including pricing, 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 attribution information regarding such Client orders through the Company's systems or through third-party tools used in connection with the Program.

12. **Profile Maintenance.** You are solely responsible for ensuring that any profile information provided, including bank account or other payment information, is accurate and kept up to date. The Company is not liable for delayed or missed payments due to incomplete or incorrect information.

13. **Commission Eligibility.** Subject to the terms of this Agreement, you will earn commissions when a Client successfully places a beecee order through your Qualifying Link or other referral mechanisms provided by the Company (including referral codes).

beecee uses a last-click attribution model. A Qualifying Purchase will be credited to the Brand Contributor whose Qualifying Link or referral mechanism was most recently used by the Client prior to completing the purchase, provided the purchase occurs within the applicable Cookie Window. If a Client accesses the Company's website through another Brand Contributor's Qualifying Link or referral mechanism before completing a purchase, attribution will transfer to that Brand Contributor.

Commission rates, incentive tiers, payment structures, and other earning opportunities are described in the Company's Commission Structure, which may be made available through the Company's website or other Program materials and is incorporated into this Agreement by reference. The Company may modify the Commission Structure or introduce additional incentive opportunities from time to time in its discretion.

- **Cookie Window.** The period beginning when a Client first accesses the Company's website through your Qualifying Link or referral mechanism and continuing for one hundred twenty (120) days thereafter.
- **Net Sales Amount.** The revenue received by the Company from Qualifying Purchases, less amounts for product credits, discounts, coupons, returns, and transaction-based costs and expenses, including but not limited to sales tax, shipping and handling fees, other services, and credit card fraud or other bad debt.
- **Qualifying Link.** The unique link, code, or other tracking mechanism provided by the Company that a Brand Contributor may use to refer Clients to the Company's website.

The Company may modify attribution rules, cookie duration, or other Program mechanics from time to time in its sole discretion. The Company's tracking, attribution, and commission determinations will be final and binding. Unless otherwise expressly stated, changes to the Commission Structure will apply prospectively.

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.

17. **Qualifying Links Not for Personal Use or Resale.** You may not purchase products through your own Qualifying Link, referral code, or other referral mechanism for personal use or for resale of any kind. Your Qualifying Link and referral codes are intended solely for use by Clients.

If you make a purchase through your own Qualifying Link, referral code, or other referral mechanism, or place an order on behalf of a Client using your own referral mechanism, such purchase will not be considered a Qualifying Purchase and will not generate any commissions.

The Company expressly prohibits placing orders through the Program 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:

a. Operating multiple accounts to artificially inflate commissions or bonuses.

b. Misrepresenting the identity of a Brand Contributor or Client.

c. Using false, misleading, or incomplete contact information.

d. Placing orders for purposes other than bona fide consumer demand.

e. 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 Company websites.

f. 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 outlined in this Agreement.

**Legal and Compliance**

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 beecee in every marketing or promotional activity that references the Company, its products, or includes a Referral or Qualifying Link.

a. 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.

b. 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.

c. 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 "#beeceeAffiliate" or "#beeceePartner," directly adjacent to the Referral or Qualifying Link.

d. If you receive a product from the Company at no cost, this must be clearly disclosed in the same manner as described above.

e. You may not create, publish, distribute, or authorize any content (including emails) that appears to be sent by or on behalf of beecee. 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:

a. 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.

b. All email communications must be sent on your behalf and must not suggest or imply that the email is being sent on behalf of beecee. You are solely responsible for ensuring you qualify as the "sender" under the Act.

c. 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, 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: (i) 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; (ii) 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 (iii) 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). Personal Information includes both information about other Brand Contributors, information about customers, and information about prospective customers and/or Brand Contributors. As an independent consultant under this program, the Personal Information you process may include the operations of other Brand Contributors and customer data, the information of persons who are interested in joining the program, and information about purchasers or prospective purchasers of Company products. This section provides you with information about how you are required to protect both Personal Information and Confidential Information, and applies in addition to the obligations set out under section "Confidential Information".

a. You must treat all Personal Information received in the course of operating your participation in the Program in accordance with the Company Privacy Policy, which is available at beecee.com. Further, by entering this Agreement, you understand and agree that your Personal Information may be processed in accordance with the Company's Privacy Policy.

b. 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 are required to safeguard the privacy of and maintain the confidentiality of Confidential Information and Personal Information, including customers' and other Brand Contributors' financial and account information and any other Personal Information they process in the course of operating their independent business in accordance with all applicable data protection laws and regulations, these Policies and Procedures, and in accordance with the Company Privacy Policy.

c. 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 for electronic and paper records may include but are not limited to: (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 for the purposes for which it was collected. Any payment, credit card, or other sensitive payment information belonging to another Brand Contributor, customer, or other individual may not be retained longer than needed to process the payment the card owner has agreed to, and then it must be redacted or destroyed. When disposing of any paper or electronic record containing Confidential Information or Personal Information, you must take all reasonable steps to secure the information while it is being destroyed. This may include using secure destruction methods such as: (i) shredding; (ii) permanently erasing and deleting; or (iii) otherwise modifying the information so as to make it unreadable, unreconstructible, and indecipherable through any means. Upon request, you must certify to the Company that all forms of the requested Confidential Information and Personal Information have been destroyed.

d. In the event of an actual or suspected security breach affecting Confidential Information or Personal Information, where required by the 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 security breach and specify the extent to which Confidential Information or Personal Information was disclosed or compromised and shall promptly comply with all applicable security breach disclosure laws. You, at your expense, shall cooperate with the Company and affected customers and use your best efforts to mitigate any potential damage caused by a security breach, including by sending notice to the affected individuals, government or regulatory agencies, and consumer reporting agencies, if such notification is required by law.

e. As a Brand Contributor, you must limit the number of employees, subcontractors, or other persons who have access to the Personal Information that you hold 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.

f. You must not share Personal Information, including, without limitation, 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.

g. As a Brand Contributor, you have the responsibility and are personally accountable for treating all Confidential Information and Personal Information confidentially and for using, storing, and handling it solely and exclusively for the limited purpose of operating your independent business in compliance with all data protection and privacy laws, regulations and standards, these Policies and Procedures, and the Company Privacy Policy. You are prohibited from, directly or indirectly, using, selling, lending, leasing, distributing, licensing, giving, transferring, disclosing, disseminating, reproducing or otherwise communicating any Confidential Information or Personal Information to any person or entity for any purpose other than that for which it was provided to you, and in the case of Personal Information, to which the individual to whom the information pertains has consented.

h. In the case of Confidential Information or any Personal Information you obtain from Company, you may use and disclose that information only in those manners that Company specifically identifies to you. All such information remains the property of the Company. You must cease processing it and must return it to Company or securely destroy it if Company asks, or if your Agreement expires or is terminated. You must inform the Company of any withdrawals of consent you receive in respect of any Personal Information provided to you by the Company. You must also notify the Company promptly in the event that they receive any request from any individual for access to that person's Personal Information, or if you receive a complaint or inquiry from an individual or a regulator regarding privacy or Personal Information.

i. As a Brand Contributor, you must obtain the clear, meaningful, and informed consent of each individual whose Personal Information you process. You must obtain such consent before you collect, use, or disclose their Personal Information. For any Personal Information that you provide to the Company, this must include the individual providing their consent to the Company's Privacy Policy located at beecee.com.

j. If an individual withdraws their consent, you must cease collecting, using, or disclosing that individual's Personal Information. You must also implement any withdrawals of consent that are provided to you by the Company. Individuals also have other rights in respect of their Personal Information, which you must understand and honour. These include the right to access their own Personal Information (but not that of other people), the right to correct it if it is incorrect, and in some jurisdictions and circumstances, rights of data portability or erasure.

k. You must limit the collection, use, disclosure, and retention of Personal Information to that needed for the purposes they have disclosed to the individuals whom the information is about and to which those individuals have consented. Those purposes must be reasonable. Consent to collect or process Personal Information may not be a condition of service unless the processing of information being consented to is necessary to provide the service. For example, if goods are being delivered, the individual would be required to provide delivery information. However, an individual could not be required to agree to receive marketing material as a condition of purchasing a product. Personal Information collection must be handled with integrity, and its collection should cover only what you need to facilitate a sale or the enrollment of another participant.

l. 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. However, you understand and agree that information provided to Company is processed where Company is located, and in accordance with the Company Privacy Policy.

m. 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 and the level of adherence to and actual implementation of those standards and procedures as required under these Terms and Conditions. Upon the Company's request, you will provide the Company with all information required to conduct a review of your security standards and procedures for the protection of Confidential Information and Personal Information and the level of adherence to and actual implementation of the standards and procedures required under these Terms and Conditions.

n. These obligations survive the non-renewal, cancellation, or termination of this Agreement. You acknowledge and agree that you are personally accountable for the security and processing of Confidential Information and the Personal Information of customers, other Brand Contributors, prospects, and other individuals that is provided to or otherwise accessed or collected by them in association with their independent business.

o. 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. You agree to indemnify the Company for damages incurred from any and all unauthorized disclosures or other breaches caused by you. All confidentiality obligations under this Section shall survive the termination of this Agreement. In the event Company prevails in any legal action to enforce its rights under this Section, Company shall be entitled to all costs and reasonable legal fees incurred in enforcing its rights under this Section.

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, including, for example, failing to timely respond to inquiries with the necessary and requested information, providing false or misleading information, or being unable to verify traffic sources, may result in remedial actions as outlined in this Agreement.

**Term and Termination**

25. **Term.** This Agreement shall remain in effect until terminated by either you or the Company. You may terminate this Agreement at any time upon written notice to the Company for any reason.

26. **Termination.**

a. For Breach. 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.

b. For Convenience by 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. The terms hereof are in satisfaction of any and all statutory and common law claims, including, without limitation, any right to reasonable notice of termination of the contractual relationship.

**Miscellaneous**

28. **Amendments.** The Company may amend the terms of this Agreement 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, but will not apply retroactively to conduct occurring prior to the effective date.

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, including without limitation, any and all claims for false endorsement, misappropriation, misrepresentation, copyright infringement, defamation, libel, violation of your right to publicity, attribution, or invasion of privacy. 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 agree that the Company has no obligation to use your Persona or the Brand Contributor Content.

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. You agree to provide any reasonable assistance required to confirm or document these rights upon request.

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:

a. Issuance of a written warning;

b. A requirement that you take immediate corrective measures;

c. Reversal or withholding of commissions, bonuses, or other payments;

d. Loss of eligibility to receive future payments under the Program;

e. Termination of this Agreement; or

f. Any other action deemed appropriate by the Company.

38. **AGREEMENT TO ARBITRATE.**

a. Governing Law and Venue. 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 Los Angeles, California.

b. Applicability of Arbitration Agreement. 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 beecee, 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 beecee 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, which means that you will no longer have the right to assert a claim regarding the dispute. 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 beecee, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against beecee 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.

c. Process. 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 (including the date(s) and amount(s) of any relevant transaction or interaction with us), and the requested relief) to beecee, 1739 Berkeley Street, Attn: Legal Department, Santa Monica, California 90404. 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 as set forth herein. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, will be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Beecee will be entitled to make an offer of judgment in the arbitration proceeding. If the offer of judgment is not accepted, and the award is not more favorable than the unaccepted offer, you will be solely responsible for all costs incurred by beecee after the offer of judgment is made to the extent permitted by applicable law. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d. Fees. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees, and you cannot obtain a waiver from JAMS, beecee will pay them for you. If the arbitrator determines the claims are frivolous, you agree to pay beecee's attorneys' fees and costs in the arbitration, to the extent permitted by applicable law. In addition, for claims totaling less than $10,000, beecee will reimburse you for any JAMS filing, administrative, hearing and/or other fees (but not including your attorneys' fees) that you have paid, unless the arbitrator determines the claims are frivolous.

e. Authority of Arbitrator. 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 including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and beecee. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. 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 arbitral forum's rules, and these Total Rewards Terms (including this Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

f. Waiver of Jury Trial. You and beecee 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 beecee are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12(b) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

g. Waiver of Class or Consolidated Actions. 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 12(a) above.

You and beecee agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against beecee within an approximately (30) thirty-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 beecee 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.

h. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by contacting us at beecee Arbitration Opt-Out, 1739 Berkeley Street, Attn: Legal Department, Santa Monica, California 90404, within 30 days after first becoming subject to this Arbitration Agreement. 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 you opt out of this Arbitration Agreement, all other parts of this Brand Contributor Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

i. Severability. 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.

j. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with beecee.

k. Modification. Notwithstanding any provision in these Program Terms to the contrary, we agree that if beecee 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 beecee.

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:

1739 Berkeley Street
Attn: Legal Department
Santa Monica, California 90404

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 Action), 38 (Arbitration), 39 (Notices), and 40 (Survival) shall survive any termination or expiration of this Agreement.