V. Code of Ethics Guidelines

Any Content you post in connection with the Program or any Campaign must comply with the following Code of Ethics Guidelines.

1. Do Not Post Content that Is Not Yours. By posting Content for a Campaign, you are guaranteeing to Her Universe that either you own all rights to the Content (including without limitation all the rights to any music or lyrics that can be heard in the Content), or that you have permission to post the Content from the owner(s) of all of the rights to the Content. If you do not own all the rights or do not have permission to post the Content, this could result in serious consequences for you and for Her Universe, for which Her Universe would hold you responsible.

2. Do Not Submit Content that Is Objectionable. You should not post Content that could be interpreted as (a) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws; or (b) a display of bigotry, discrimination, hatred, intolerance, racism or inciting violence. If you post objectionable Content, this could result in serious consequences for you and for Her Universe, for which Her Universe would hold you responsible.

3. Do Not Post Content that Discloses Private Information. You should not post Content that discloses private or confidential information of others. If you disclose private information of others, this could result in serious consequences for you and for Her Universe, for which Her Universe would hold you responsible.

4. Do Not Post Content that Contains Music that Is Not Yours. You should not post any Content that contains music or lyrics, unless you are the composer or author of the material and/or you have all rights necessary to permit the use of the music and lyrics in the Content. If you submit Content with music for which you do not own or control those rights, this could result in serious consequences for you and for Her Universe, for which Her Universe would hold you responsible.

5. Do Not Post False or Misleading Content. Any statements made by you in your Content should be true and accurate to the best of your knowledge and should reflect your honest opinions. You should not make any intentionally misleading, deceptive, untrue, or fraudulent statements about third parties or Her Universe products. You are responsible for checking your facts before you make any claims.

6. Do Not Endorse or Adopt Third Party Content. In order to avoid potential intellectual property infringement claims, you should not endorse, copy, or adopt third party content. All Content related to a Campaign should be dedicated exclusively to Her Universe merchandise.

VI. Federal Trade Commission Social Media Endorsement Guidelines

All Social Media Posts must comply with the following FTC social media endorsement guidelines. Please note that these guidelines were not created by Her Universe and are applicable to all social media influencers.

1. All your Social Media Posts must clearly and conspicuously disclose your material connection with Her Universe. Each disclosure must be located in close proximity to the corresponding Social Media Post. Each Social Media Post must also strictly comply with the Federal Trade Commission guidelines on social media endorsements, some of which can be found at: https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf. Please follow these guidelines, as they relate to legal requirements that both you and Her Universe must follow.

2. Below are the minimum disclosure requirements for each and every Social Media Post:

a. For any story, you must superimpose the hashtag “#ad” banner in a clear and conspicuous manner on the story. The banner must contrast against the video or picture in a way that makes the banner clear and easy to read. Where possible, you should tag Her Universe’s Instagram and/or TikTok page in the story.

b. With regard to any picture or video post, you must insert the hashtag “#HUSponsored” at the beginning lines of the description or caption, before the “more” button. Her Universe may provide you additional hashtags or disclosures, depending on the Campaign.

3. With regard to apparel or merchandise featured in your Social Media Posts, all statements made by you must reflect your honest opinions, beliefs, and experiences. You should not make any false or misleading statements regarding featured apparel or merchandise.

4. We will monitor your compliance with FTC social media endorsement guidelines. If you fail to comply with these FTC guidelines, we may request you to modify, remove, or replace the subject Social Media Post. Failure to comply with a request may result in removal from the Program.

5. Ambassadors in Canada must also comply with the Influencer Marketing Steering Committee Disclosure Guidelines, which can be found at https://adstandards.ca/wp-content/uploads/Ad-Standards-Influencer-Marketing-Steering-Committee-Disclosure-Guidelines_FALL2020_EN.pdf.

VII. Licenses and Rights

1. You hereby grant to Her Universe the non-exclusive, worldwide, fully paid-up, royalty-free, sublicensable and transferable right and license (but not the obligation) to use, display, perform, reproduce, transmit, distribute, prepare derivative works from and modify your Social Media Posts, or any portion thereof, for any and all commercial and non-commercial purposes. You further agree that Her Universe is free to use any ideas, concepts, know-how or techniques contained in any Social Media Posts for any purposes whatsoever. You understand and agree that you are not entitled to any payments from Her Universe for any of the uses of the Social Media Posts that Her Universe makes or permits.

2. To the extent you appear in or are otherwise involved in or with the Social Media Post, you also hereby grant Her Universe a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use your name, social media name, handle, account name, screen name, biographical information, image, appearance, voice, persona, character, likeness and any other indicia of your identity (collectively, “Publicity Rights”) in connection with the Social Media Posts (and any derivative works created therefrom) without compensation of any kind.

3. If required, you agree to execute additional documents that give effect to this license. If Her Universe is unable, for any reason, to secure your signature to memorialize the grant, transfer, or assignment of any rights in and to any Content or rights granted under this Agreement, you hereby irrevocably designate and appoint Her Universe or its duly authorized officers and agents as your agents and attorneys-in-fact to act for purposes of executing any documents necessary to give effect to this license or any right granted herein.

4. You also understand and agree that any Content shared by Her Universe on its Social Media Accounts will be subject to the applicable social media platform’s terms of service or terms of use. Those terms may allow other users of the platform to further reproduce, distribute, share, prepare derivative works from, display, and perform the Content. By posting Content, you agree to use of the Content by others on social media as permitted by the applicable social media platform’s terms of service/terms of use.

VIII. Additional Terms

1. The Program is offered at the sole discretion of Her Universe. Her Universe reserves the right, without limitation, to terminate, change, limit, modify, or cancel the Program or any rules, regulations, benefits, or conditions of participation at any time. WE RESERVE THE RIGHT TO CHANGE OR MODIFY THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING THE UPDATED TERMS AT [INSERT HYPERLINK TO THE WEBPAGE THAT WILL CONTAIN THESE TERMS]. IF THE MODIFICATION IS CONSIDERED A MATERIAL CHANGE TO THE TERMS AND CONDITIONS, HER UNIVERSE WILL NOTIFY YOU VIA EMAIL OF THE NEW OR DIFFERENT TERMS. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE NEW OR DIFFERENT TERMS. YOU SHOULD PERIODICALLY VISIT WWW.HERUNIVERSE.COM TO REVIEW THE THEN CURRENT TERMS TO WHICH YOU ARE BOUND.

2. By requesting to join the Program, you acknowledge and agree that nothing in the Program or your participation in the Program creates any employment relationship between you and Her Universe. Any and all participation from you will be provided at your sole discretion, and you agree that you or Her Universe may end your participation in the Program at any time for any reason, with or without notice.

3. Abuse of the Program, failure to follow these Terms and Conditions, any misrepresentation of fact relating to your participation in the Program (including eligibility), or other improper conduct as determined by Her Universe in its sole judgment may result in removal from the Program.

4. Her Universe expects all ambassadors to conduct themselves at all times with due regard to public conventions and morals, and not commit any act that would disparage or damage Her Universe’s or the Program’s reputation. Her Universe may, in its sole discretion, remove an ambassador from the Program if the ambassador (a) is convicted of or charged with any criminal act or other act involving moral turpitude, drugs, or felonious activities; (b) commits any act or becomes involved in any situation or occurrence which brings the ambassador into public contempt, scandal, or ridicule; or (c) publicly disparages or damages the name or reputation of Her Universe or an affiliated company.

5. The Program is offered to individuals only. Corporations, associations or other groups may not participate in the Program.

6. All questions or disputes regarding the Program, including compliance with these Terms and Conditions, will be resolved by Her Universe in its sole discretion, to the maximum extent permitted by law.

7. Her Universe's Privacy Policy will apply to the Program, all information Her Universe receives from ambassadors when they apply for and participate in the Program, and all information obtained from or generated through GRIN in connection with Program. Please read our Privacy Policy before requesting to join the Program. Please note that by accepting these Terms and Conditions, you are also accepting the terms of our Privacy Policy.

8. Her Universe, its parent, subsidiaries and affiliate entities, and their respective officers, directors, employees, and agents (the "Released Parties") make no warranty, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose with respect to the Program, membership in the Program, or any rewards, products, benefits or services received as part of the Program.

9. BY PARTICIPATING IN THE PROGRAM, EACH AMBASSADOR HEREBY RELEASES THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES) RELATING TO THAT AMBASSADOR’S: (A) PARTICIPATION IN THE PROGRAM, (B) CONTENT/SOCIAL MEDIA POSTS OR PUBLICITY RIGHTS (OR HER UNIVERSE’S USE THEREOF); AND (C) AGREEMENT TO THESE TERMS AND CONDITIONS. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM, CONTENT/SOCIAL MEDIA POSTS, PUBLICITY RIGHTS, OR ANY OTHER BENEFITS, PRODUCTS OR SERVICES PROVIDED THROUGH THE PROGRAM, EVEN IF ANY OR ALL OF THE FOREGOING OR ANY OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Each ambassador agrees to indemnify, defend and hold the Released Parties harmless from and against any and all liability and costs (including, without limitation, attorneys' fees and costs) incurred by the Released Parties in connection with any claim arising out of any breach by the ambassador of these Terms and Conditions. Each ambassador will cooperate as fully as reasonably required in the defense of any claim. Her Universe reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the ambassador and the ambassador will not in any event settle any matter without the written consent of Her Universe.

11. The HER UNIVERSE trademark and/or logo, and Her Universe taglines or slogans are the intellectual property of Her Universe. Artwork, photography, and logos, including the logos and taglines used in conjunction with the Program, on this web site or in print, are copyrighted intellectual property of Her Universe. These logos and materials may not be used, reproduced, replicated or doctored in any manner without the written consent of Her Universe.

12. Governing Law, Arbitration, and Class Action Waiver

a. Governing Law. These Terms and Conditions, and the interpretation of these Terms and Conditions, will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflicts of laws principles.

b. Arbitration. YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND HER UNIVERSE, AND ANY OTHER RELEASED PARTY, ARISING OUT OF OR RELATING TO THE PROGRAM, YOUR PARTICIPATION IN THE PROGRAM, YOUR SOCIAL MEDIA POSTS/CONTENT OR PUBLICITY RIGHTS (OR HER UNIVERSE’S USE THEREOF), PRODUCTS OR SERVICES PROVIDED THROUGH THE PROGRAM, OR THESE TERMS AND CONDITIONS WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION. ALL DISPUTES WILL BE DETERMINED BY BINDING ARBITRATION (1) ADMINISTERED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES IN EFFECT (THE “JAMS RULES”), AND AS MODIFIED BY THIS AGREEMENT TO ARBITRATE; (2) CONDUCTED BY A SINGLE, NEUTRAL ARBITRATOR; AND (3) TAKE PLACE TELEPHONICALLY UNLESS AN IN-PERSON HEARING IS SPECIFICALLY REQUESTED BY EITHER PARTY, IN SUCH CASE IN-PERSON HEARINGS WILL TAKE PLACE IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR ACCOUNT, OR THE COUNTY WHERE YOU RESIDE, IN THE INSTANCE WHERE NO ACCOUNT EXISTS. TO THE EXTENT THAT THIS AGREEMENT TO ARBITRATE CONFLICTS WITH THE JAMS POLICY ON CONSUMER ARBITRATIONS PURSUANT TO PRE-DISPUTE CLAUSES MINIMUM STANDARDS OF PROCEDURAL FAIRNESS (THE “MINIMUM STANDARDS”), THE MINIMUM STANDARD IN THAT REGARD WILL APPLY. DISPUTES MAY ALSO BE REFERRED TO ANOTHER ARBITRATION ORGANIZATION IF YOU AND HER UNIVERSE AGREE IN WRITING, OR TO AN ARBITRATOR APPOINTED PURSUANT TO SECTION 5 OF THE FEDERAL ARBITRATION ACT. The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/ or by calling JAMS at 800-352-5267. To commence an arbitration, a Demand for Arbitration is required to be executed and served on Her Universe. Service of the Demand for Arbitration on Her Universe can be mailed to the Her Universe Legal Department, 18305 E. San Jose Ave., City of Industry, CA, 91748, pursuant to the instructions provided by JAMS to submit a demand for arbitration. Service of the Demand for Arbitration on you will be sent to the address associated with your account or your residence. Further instructions on submitting a Demand for Arbitration can be found at https://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Her Universe will bear the cost of your initial filing fee.

c. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND HER UNIVERSE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS OR REPRESENTATIVE ACTION. NEITHER YOU NOR HER UNIVERSE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER AMBASSADORS/PARTICIPANTS/ CONSUMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Further, unless both you and Her Universe expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim.

e. Fees. In the event you commence arbitration, after Her Universe receives notice that you have initiated arbitration, Her Universe will promptly reimburse you for your payment of the filing fee and Her Universe will pay any case management fees associated with the arbitration and the professional fees for the arbitrator’s services.

13. These Terms and Conditions constitute the entire agreement between you and Her Universe pertaining to the subject matter hereof and supersede all previously published terms and/or conditions in their entirety, as well as any prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of these Terms and Conditions will be deemed or will constitute a waiver of any other provisions hereof (whether or not similar), nor will waiver constitute a continuing waiver unless otherwise expressly provided.

14. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed from the remainder of these Terms and Conditions, which will otherwise remain in full force and effect.

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