LG Beauty Ambassador Agreement: Terms and Conditions

This Ambassador Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between LG H&H USA, Inc.(“LGbeauty”), with an address of 165 Broadway, New York, NY 10006 and the individual or company identified below (“Ambassador” or “you”) (each, a “party” and collectively, the “parties”). In consideration of the mutual promises containedherein, the parties agree as follows:

In consideration for the Services, LG beauty will pay to Ambassador the applicable percentage of the Net Revenue (as defined below) collected by LG beauty in accordance with the Commission and other details provided by LG beauty to Ambassador (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means the retail selling price actually received by LG beauty from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment processing fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means a third-party customer (“Customer”) purchases of LG beauty product(s) using Ambassador’s unique affiliate link, and that are made by a method of payment accepted by LG beauty, and within the applicable Cookie Window. For clarity, the Cookie Window shall mean a six (6) day period from the initial date in which a Customer visits the LG beauty website using Ambassador’s unique affiliate link.

The Commission will be calculated solely based on records maintained by LG beauty using its standard methodologies. LG beauty will pay Ambassador its Commission on a specified date per month, at which time Ambassador will be paid for the Commissions earned in the preceding month. Commissions due hereunder will be made by LG beauty to Ambassador through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc., but may be changed from time to time, at LG beauty’s sole discretion. In the event that there is any change to the Commission calculation, Ambassador shall be advised of such change reasonably in advance via email. Ambassador is solely responsible for creating and maintaining a Payment Processor account and communicating such account information to LG beauty for purposes of receiving the payments set forth herein. LG beauty is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by LG beauty, including without limitation any transactions originating from Ambassador's IP addresses or computers under Ambassador's control. LG beauty is additionally not responsible for any potential breach on the part of the Payment Processor, beyond LG beauty’s reasonable control. Additionally, LG beauty reserves the sole right to offer Ambassadors temporary incentive promotions that could provide for a higher Commission percentage as a temporary promotional incentive (“Temporary Commission Incentives”). The Ambassador shall be solely responsible for all federal, state, local and income taxes (if any) associated with this Agreement. The Ambassador also may be required to furnish certain personal information for the sole purpose of preparation of any tax forms as required by law, and are responsible for the accuracy of same.

“Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning LG beauty's business technology, business relationships or financial affairs which LG beauty has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation; (ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by LG beauty from its customers or suppliers or other third parties.

Ambassador will not, at any time, without LG beauty's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of LGbeauty, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of LG beauty. Ambassador will cooperate with LGbeauty and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Ambassador will deliver to LG beauty all copies of Confidential Information in Ambassador's possession or control upon the earlier of a request by LGbeauty or termination of this Agreement for any reason.

Ambassador understands that LG beauty is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require LG beauty to protect or refrain from use of Confidential Information. Ambassador agrees to be bound by the terms of such agreements in the event Ambassador has access to such Confidential Information.

Content License. Ambassador hereby grants to LG beauty and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns: fully-paid, royalty free, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and in perpetuity, in whole or in part, as follows: (i) on any of LGbeauty’s official and branded social media channels; (ii) on any LG beauty owned and controlled website; and (iii) via LGbeauty’s branded email marketing communications, and the foregoing use of such Content shall not be subject to any additional payments beyond what is due and owing as set forth hereunder, in association with the Affiliate program.

LG beauty Trademarks. Except for Ambassador's limited right to reference LG beauty’s tradename, trade dress, or other protected trademarks solely in connection with performing the Services, LGbeauty retains all right title and interest in the LG beauty Materials, including all related intellectual property rights. LGbeauty hereby grants to Ambassador, a limited, non-exclusive, non-transferable license to use and display LG beauty's name, website address, logo and trade names (the “Marks”), solely during the Term and solely in connection with performing the Services.

Ambassador acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Ambassador's provision of the Services hereunder. Ambassador represents and warrants that Ambassador has read and understands the Guides and their requirements, and that the Content (including, without limitation, social media communications regarding LG beauty products, the LG beauty brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Ambassador Representations

Ambassador represents and warrants that:

Ambassador is at least 18 year of age and legally allowed to live and work in the United States;

The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein;

All Content is Ambassador's original work and Ambassador has the right and title to grant the rights to LG beauty to use Content as set forth herein;

Use of the Content by LG beauty will not infringe or involve the misappropriation of any third party rights;

All clearances and licenses relating to the use of the Content have been obtained by Ambassador;

Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by LG beauty for any Content or any content or material incorporated therein to any third party;

Ambassador will comply with all applicable laws, rules and regulations.

Ambassador shall indemnify and hold LG beauty, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Ambassador's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Ambassador of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

This Agreement will commence on the Effective Date and continue until terminated by either party. as set forth herein (the “Term”). Either Ambassador or LG beauty may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by Ambassador. Upon termination, for any reason except breach of the Agreement, LG beauty will pay to Ambassador the Commission due and owing hereunder, and subject to any returns outstanding.

Nothing herein shall restrict whatever rights LG beauty has at law or in equity, to terminate this Agreement immediately and without prior notice if Ambassador refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following The sections “Compensation” through “Federal Trade Commission Requirements” shall explicitly survive termination.

Ambassador is not and shall not be deemed an employee, agent, joint venture or partner of LG Beauty, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

IN NO EVENT SHALL LG BEAUTY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “LGBEAUTYPARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE LG BEAUTY PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH LGBEAUTY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE LG BEAUTY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within New York, NY.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, return receipt requested, to the parties at their addresses. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

Ambassador and LG beauty agree that it would be impossible or inadequate to measure and calculate LGbeauty's damages from any breach by Ambassador of this Agreement. Accordingly, Ambassador and LG beauty agree that if Ambassador breaches this Agreement; LGbeauty will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections, including those relating to Confidentiality and Intellectual Property. Ambassador and LG beauty further agree that no bond or other security shall be required in obtaining such equitable relief and Ambassador and LGbeauty, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of LG beauty to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against LG beauty unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by LGbeauty and Ambassador, this Agreement constitutes the entire agreement between Ambassador and LG beauty with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Ambassador without the express written consent of LGbeauty. LG beauty may assign any or all of its rights and obligations under this Agreement without Ambassador's written consent to any affiliate or to another third party. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.