AMBASSADOR SERVICES AGREEMENT[1]

This Ambassador Services Agreement (the “Agreement”), dated as of the date last executed below (the “Effective Date”), is hereby entered into by and between Viori Beauty PBC (“Viori”) and the individual provider of services executing this Agreement (“Ambassador”) (collectively, the “Parties” and individually a “Party”). 

In consideration of the mutual covenants contained herein and other good and valuable consideration, Viori and Ambassador, intending to be legally bound, hereby agree as follows:

1. Services and Compensation.

• Viori engages Ambassador to promote and market certain Viori products (“Products”) on Viori’s behalf as a brand ambassador through the Approved Promotion Locations (defined below), to provide the social media marketing services set forth on Addendum A, and to provide other services as may be mutually agreed by the parties in writing from time to time and which services may be continuing or may be for a specific project (together, the “Services”).  Ambassador agrees to diligently and timely perform such Services at the direction of Viori with due care and consistent with the highest standards in Ambassador’s industry.  This Agreement shall govern all Services provided by Ambassador to Viori.  This Agreement is non-exclusive such that Viori may contract with other individuals or entities to provide the same or similar services.   

• Viori agrees to pay Ambassador for the Services at the rate and in the manner set forth on Addendum A.  Ambassador agrees and acknowledges that taxes or other amounts will not be withheld from any compensation or other amounts payable to Ambassador hereunder.  Ambassador agrees and acknowledges that it has sole responsibility and liability for any and all taxes, contributions, penalties, interest or other sums arising out of the compensation and/or any other amounts and/or expenses paid pursuant to this Agreement, the understanding being that the quoted rates include therein a component attributable to such amounts.

1. Term.  This Agreement shall begin on the Effective Date and shall continue until terminated in accordance with Section 12 (the “Term”).

1. Confidentiality.  Ambassador agrees that any and all Confidential Information (as defined below) regarding Viori will be held in strictest confidence and will not be used by Ambassador or disclosed to any third party during the Term of this Agreement or anytime thereafter, except as necessary to perform the Services hereunder.  “Confidential Information” means all information regarding Viori or any of its affiliates which has not been publicly disclosed by Viori, including, but not limited to Viori’s trade secrets and intellectual property. 

1. Non-Competition.  Ambassador acknowledges that Ambassador may be provided with Confidential Information about the business, operations, clients, partners, and trade connections of Viori and may develop critical relationships with Viori’s vendors, clients and other business associates.  Ambassador also acknowledges that Viori competes throughout the world for clients.  Ambassador agrees that in exchange for the compensation set out in Addendum A and continued engagement of Ambassador to perform the Services, during the Term of this Agreement and for a period of one (1) year following termination of this Agreement, Ambassador will not engage in, or assist a third party to engage in, the development, production or commercialization of products or services which are similar to or competitive with the Products or any other Viori products or services about which Ambassador has obtained Confidential Information (a “Competitive Business Venture”). Ambassador will be deemed to be competing with Viori in violation of this paragraph if Ambassador is self-employed, employed by, works for, or becomes associated with in a similar or other capacity (whether as partner, officer, director, five percent (5%) shareholder, consultant, employee, agent, or otherwise) on behalf of himself or herself, in connection with a Competitive Business Venture or any person or entity that has a Competitive Business Venture. 

Ambassador acknowledges that Ambassador’s experience and capabilities are such that this covenant will not prevent Ambassador from earning an adequate livelihood should this covenant be specifically enforced against Ambassador.  Ambassador is advised to consult with an attorney before entering into this Agreement.  Ambassador has 14 calendar days to review this Agreement.  This Section is not applicable where prohibited by law, including in California, North Dakota, and Oklahoma.

1. Approved Promotion Locations.  Ambassador shall market, promote, and/or advertise Products solely through the social media pages, websites, webpages, blogs, or other channels identified on Addendum A (“Approved Promotion Locations”).  Ambassador shall not market, promote, or advertise Products (including by posting or linking to, directly or indirectly, Ambassador’s Affiliate Link (as defined below)) on or through any channel, website, or location other than the Approved Promotion Locations, including through any paid marketing channels, pay-per-click networks, or affiliate networks.

1. Intellectual Property Ownership and License.

• For purposes of this Agreement, “Created Intellectual Property” means any and all creative work conceived, created, produced or reduced to practice by Ambassador during the term of this Agreement in connection with or related to the Services in any manner, whether produced solely or jointly with others and whether in preliminary or final form and will include any pre-existing proprietary rights owned by Ambassador to the extent such proprietary rights are incorporated into the Created Intellectual Property by Ambassador.  Ambassador’s name, voice, likeness, biographical data, trademarks, logos, and business names shall be referred to, together with the Created Intellectual Property, as the “Ambassador IP.”

• Ambassador grants to Viori during the Term of this Agreement a limited, royalty-free, worldwide, right and permission (but Viori shall have no obligation) to post on Viori’s website and any social media website(s) selected by Viori, and to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, edit and otherwise exploit, the Ambassador IP, and any material based thereon or derived therefrom, together with any actual or fictional material, in any manner or media whatsoever (whether now known or hereafter devised) anywhere in the world in for the purposes of advertising or trade in promoting and publicizing Viori and its products and services.  Viori will be perpetually permitted to use the Ambassador IP after the Term of this Agreement for commercial, non-commercial historical and archival purposes.

• Except for references to the Viori name and trademarks as part of blogs or social media posts as expressly authorized herein, Ambassador agrees not to use or refer to the Viori name or trademark or any other name or trademark of Viori or any of its affiliates (collectively, the “Viori Marks”) without Viori’s prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular Viori Mark, and for the specific purpose for which the approval was expressly given. Goodwill arising from Ambassador’s use of the Viori Marks shall inure exclusively to the benefit of Viori, and Ambassador shall not acquire any rights therein.  Viori reserves the right to review and approve Ambassador’s use or intended use of the Viori Marks at any time, without limitation.  Upon the request of Viori, Ambassador will immediately alter or cease any and all use of the Viori Marks.

• Each party shall retain all right, title and interest to its own intellectual property, including, without limitation, trademark, copyright, and any and all renewals, extensions, revivals and resuscitations thereof, throughout the universe in perpetuity in all media now known or hereafter devised.  Ambassador agrees that it will not, and will not allow a third party to, access or use Viori’s intellectual property for the purpose of developing, creating, or producing products or services competitive with, derivative of, or that are a substitute for the Products or any other Viori products or services.

1. Obligations of Ambassador. 

• Ambassador shall ensure that any materials and deliverables used to promote Viori or the Products, or otherwise used in connection with the Services performed under this Agreement (i) are accurate (with respect to both qualitative and quantitative statements); and (ii) comply with all terms of this Agreement (including Addendum B); all messaging, brand, or other content guidelines provided by Viori (including any instructions related to marketing claims), and all applicable laws.  Notwithstanding anything to the contrary herein, Ambassador is solely responsible for its compliance with its obligations under this Section 7(a). 

• Ambassador shall promptly comply with any and all direction by Viori regarding the modification or removal from the Approved Promotion Locations of any material or deliverables provided or created by Ambassador in connection with this Agreement.

• Ambassador shall post the Viori-designated affiliate link to the Viori website (“Affiliate Link”) in Ambassador’s bio or on Ambassador’s social media profiles related to the Approved Promotion Locations. 

• Ambassador shall view and/or participate in training sessions provided by Viori as requested by Viori from time to time. 

1. Prohibited Conduct.  During the Term of the Agreement, Ambassador shall not:

• create or participate in any third-party networks or sub-affiliate networks without Viori’s prior written consent;

• use or encourage any means of delivering fraudulent traffic to any website, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;

• use direct linking to any page on any website other than the Approved Promotion Locations and Viori-operated websites without Viori’s prior written consent;

• mask its referral sites or use deceptive redirecting links; or

• disparage the products or services of any person or entity, including without limitation the products or services of a competitor of Viori, any other customer or partner of Viori, or Viori itself.

1. Representations of Ambassador.  Ambassador represents and warrants that: (a) all Created Intellectual Property will be an original work created solely by the Ambassador for Viori and will not be copied in whole or in part from any existing work and that the Created Intellectual Property has not been published in any form by distribution to the public by sale or other transfer of ownership or by rental, lease or lending and has not been distributed for purposes of further distribution or public display; (b) Ambassador has the full power and authority to enter into this Agreement and the performance of this Agreement will not violate any agreement or obligation of Ambassador; (c) the Created Intellectual Property will not infringe any statutory or common law copyright, will not be libelous or obscene, will not utilize any trade secrets of any third party, will not violate any right of privacy or publicity, or otherwise violate any law or any person’s personal or property rights; (d) Ambassador has given no commissions, payments, gifts, kickbacks, lavish or extensive entertainment, or other things of value to any employee or agent of Viori in connection with this Agreement; and (e) Ambassador will perform the Services in compliance with all laws that apply to Ambassador and Viori by virtue of this Agreement including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as revised, which are described, in part, in Addendum B of this Agreement. 

1. Relationship of Parties.  Ambassador is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by federal, state or local law with respect to any sums paid to Ambassador hereunder.  Ambassador shall not be entitled to any Viori employee benefits of any nature.  Ambassador is not an agent or representative of Viori, and Ambassador has no authority to speak or act for Viori in any manner except as expressly authorized by this Agreement.

1. Viori Policies.  Ambassador agrees to abide by Viori’s company policies and procedures, including, without limitation, any non-discrimination and non-harassment policies, in all interactions with Viori’s associates, when on Viori property or while representing Viori in any manner. 

1. Termination.    

• (a) Either Party may terminate this Agreement, with or without cause, at any time upon thirty (30) days’ prior written notice to the other Party.

• (b) Viori may terminate this Agreement immediately if: (i) Ambassador posts any content that violates this Agreement (including, but not limited to, Addendum B and Viori’s messaging, brand, or other content guidelines) or applicable law (“Breaching Content”) and fails to remove such Breaching Content within thirty-six (36) hours following Viori’s written notice to Ambassador of such Breaching Content; or (ii) Ambassador posts Breaching Content more than two (2) times during the Term.

• (c) Other than as set forth in Section 12(b), if either Party breaches any of its material obligations under this Agreement, the non-breaching Party may terminate immediately with notice to the breaching Party unless: (i) the breaching Party cures the breach within ten (10) days of receiving notice from the non-breaching Party of the breach, or (ii) the breaching Party begins action to cure the breach within the 10-day notice period and thereafter diligently prosecutes such curative action to completion, if the breach cannot be reasonably cured within the 10-day notice period.

• (d) Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party becomes or is declared bankrupt, becomes the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors.

• (e) Upon termination of this Agreement: (i) Each Party shall pay to the other Party any sums owed to the other Party under this Agreement; (ii) Ambassador shall deliver to Viori or securely destroy (at Viori’s option) all property created by or provided to Ambassador which relates to or contains Confidential Information, including all copies thereof; (iii) Ambassador shall remove all Affiliate Links from Ambassador’s bio and social media profiles; and (iv) Ambassador shall cease representing itself as an Ambassador of Viori or the Products.

• (f) Viori’s payment obligations to Ambassador upon termination are set forth in Addendum A.

1. Remedies. 

• Indemnification.  To the fullest extent permitted by law, Ambassador shall and hereby does, indemnify, defend, save, and hold harmless Viori and its affiliates, and their officers, directors, shareholders, members, predecessors, successors in interest, employees, and agents, from and against any suit, demand, claim, action, loss, liability, damage, cost or expense (including attorneys’ fees, the cost of enforcing this Agreement, and the cost of pursuing any insurance providers) known or unknown of any kind  caused by, arising from, or incurred in connection with (a) any breach or alleged breach of any of the agreements, provisions, covenants, representations or warranties of Ambassador in this Agreement, including by posting Breaching Content; or (b) the negligence or willful misconduct of Ambassador or its officers, employees, agents or contractors.

• Injunctive Relief.  Ambassador stipulates that the covenants contained herein are essential for the protection of the trade secrets, confidential business information, relationships, and competitive position of Viori; that a breach of any covenant contained herein would cause Viori irreparable damage for which damages at law would not be an adequate remedy; and that, in addition to damages and other remedies to which Viori would otherwise be entitled, it will be entitled to whatever injunctive relief is appropriate for any such breach.

• Limitation of Liability.  VIORI SHALL NOT BE LIABLE TO AMBASSADOR UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR RECOVERY OF ATTORNEYS’ FEES.  VIORI’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY VIORI’S ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAID BY VIORI TO AMBASSADOR DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES.  THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 

1. Personal Services.  The obligations of Ambassador hereunder are personal in nature and this Agreement may not be assigned, subcontracted or delegated for performance by any other party, in whole or in part, without the prior written consent of Viori. 

1. Miscellaneous. 

• Modification.  Viori reserves the right to update, amend, or modify this Agreement with written notice to Ambassador.  Unless otherwise provided, such amendments will take effect immediately, and Ambassador’s continued performance of the Services following notice of the amendments will be deemed Ambassador’s acceptance of the amendments.

• Waiver; Severability.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.  If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the Parties hereby expressly acknowledge their desire for such action to be taken.  Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated.

• No Other Representations.  No representation or warranty has been made by or on behalf of either party to this Agreement, or any officer, director, employee or agent thereof, to induce the other party to enter into this Agreement or to abide or consummate any transactions contemplated by any terms of this Agreement, except for those representations and warranties expressly set forth herein. 

• Force Majeure.  If for any reason beyond Viori’s reasonable control (including, but not limited to: strikes or labor disputes; actual or potential pandemics; acts, regulations or orders of governmental authorities; civil disorder; weather; casualty; earthquakes; travel concerns, delays or cancellations; disasters; acts of war; acts of God; or other conditions), it is inadvisable, not reasonably possible, or illegal for Viori to perform its obligations under this Agreement, performance hereunder is excused and Viori may terminate this Agreement, in whole or in part, without liability of any nature.

• Assignment.  Viori is entitled to assign this Agreement, in whole or in part, without Ambassador’s consent to any Viori-affiliated company or to any entity to which Viori sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products.  This Agreement is intended for the benefit of the Parties and their permitted assignees, and no other person will be entitled to rely upon this Agreement or be entitled to any benefits under this Agreement.

• Entire Agreement.  This Agreement, including its attachments, constitutes the entire agreement between the Parties regarding the contemplated transactions and supersedes all prior agreements and understandings between the Parties relating to the matters described herein.

• Construction.  The descriptive headings and sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.  Should any provision of this Agreement require judicial interpretation, it is agreed that any rule of construction disfavoring the drafting party shall not apply in the construction of any provision of this Agreement, it being agreed that all Parties, directly or through their agents, have participated in the preparation or negotiation hereof. 

• Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  A fully executed PDF of this Agreement shall be deemed to constitute an original document.

• Survival.  Sections that by their nature are meant to survive termination of this Agreement shall survive termination of this Agreement, including, but not limited to, Section 3 (Confidentiality), Section  6 (Intellectual Property Ownership and License), Section 11 (Viori Policies), Section 13 (Remedies), Section 15(j) (Governing Law and Dispute Resolution), and Section 15(k) (Waiver of Jury Trial). 

• Governing Law and Dispute Resolution.  The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, without regard to its choice of law rules.  In the event of a dispute over the terms or performance under this Agreement, the Parties expressly submit to personal jurisdiction and venue in the federal or state courts of record in Utah County, Utah.  In the event of a breach or threatened breach of this Agreement by Ambassador, the prevailing party will be entitled to attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.

• Waiver of Jury Trial.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.  THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

SUMMARY OF SERVICES

Ambassador will serve as a brand ambassador promoting Viori and the Products on or through the Approved Promotion Locations.

AMBASSADOR OBLIGATIONS

Ambassador must select an Ambassador Tier and agrees to adhere to requirements set forth by Viori to become and remain eligible for that Ambassador Tier.  These requirements may include requirements related to frequency of promotion or potential reach of promotion (i.e., number of followers on a social media channel or number of page impressions on a website).  Viori may require Ambassador to submit proof of compliance with these requirements.  In addition, eligibility for certain Ambassador Tiers may be contingent on the establishment of a Viori Wholesale Account and compliance with certain minimum wholesale purchase requirements.  If Ambassador wishes to establish a Viori Wholesale Account, Ambassador must execute a Viori Beauty PBC Wholesale Agreement.  The terms and conditions of this Ambassador Services Agreement do not govern, in whole or in part, any wholesale purchasing relationship Ambassador may have with Viori.

Ambassador acknowledges and agrees that failure to meet Ambassador Tier requirements may result in loss of eligibility for a particular Ambassador Tier and/or may be grounds for termination of this Agreement.  Viori reserves the right to change these requirements or implement additional requirements, and will provide at least thirty (30) days’ notice to Ambassador of any such changes. The most current, up-to-date Ambassador Tier requirements can be found and located at www.ambassador.viori.com; these Ambassador Tier requirement can also be found inside each Ambassador’s Refersion affiliate account. If there are ever any concerns about the requirements for your Ambassador Tier, please contact [email protected].  

In order for an Ambassador to change Ambassador Tiers, you must immediately transact, purchase upfront, your new Ambassador Tier’s monthly minimum purchase requirement in order to be qualified for the new Ambassador Tier. An Ambassador may apply to change to a different Ambassador Tier one time every 6 months.  Ambassador must make a formal request to change Ambassador Tiers by submitting an application provided by Viori.  Viori will review the application and notify Ambassador of Viori’s decision.  If the change is approved, the effective date of the change will be the first (1st) day of the month following Viori’s notification to Ambassador of the approval.  If Viori approves a change in Ambassador’s Ambassador Tier, Ambassador’s compensation shall be adjusted to the new Ambassador Tier beginning on the effective date of the change.  A change in Ambassador Tier may affect the commissions payable related to future purchases by customers who made their first purchase using Ambassador’s Affiliate Link prior to the effective date of the change.

Ambassador agrees to deliver all content and drafts according to the following:

1. Ambassador may submit drafts of content (including the intended location where it will be posted) to Viori for review prior to posting to ensure compliance with Viori’s messaging,  brand, and other content guidelines, and the requirements set forth in Addendum B.  Viori will provide feedback regarding content within five (5) business days of receipt, which feedback Ambassador shall incorporate into the content.
2. Ambassador will post the content using @vioribeauty or @viori and hashtag #viori on her/his Approved Promotion Locations and such content shall remain on Ambassador’s Approved Promotion Locations during the Term of the Agreement, to the fullest extent permitted by the promotion channel.
3. Ambassador shall notify Viori after posting the content, including by providing copies of the content posted, links to posted content, or other information as requested by Viori in a form acceptable to Viori.

VIORI OBLIGATIONS

Viori will provide the following consideration for the Services provided by Ambassador:

Viori will provide a commission to Ambassador based on purchases on viori.com made by customers who access viori.com directly through Ambassador’s assigned Affiliate Link.  The commission will be determined using the then-current Ambassador commission located inside each Ambassador’s Refersion account, based on Ambassador’s Ambassador Tier. 

Affiliate Link Commissions

Viori shall pay Ambassador a commission on:

initial purchases made by customers on viori.com through Ambassador’s Affiliate Link; and

additional purchases made by such customers on viori.com during the commission period applicable to the Ambassador’s Ambassador Tier.

The most current, up-to-date Ambassador Tier commission rates can be found and located at www.ambassador.viori.com; these Ambassador Tier commission rates can also be found inside each Ambassador’s Refersion affiliate account. If there are ever any concerns about the requirements for your Ambassador Tier, please contact [email protected].  

Ambassador’s commission shall be calculated by multiplying the Net Purchase Amount of the transaction, which means the price paid by the customer for the products, less sales tax, shipping charges, and the price paid for any products from the transaction that are returned by the customer, by the Commission Rate applicable to Ambassador’s Ambassador Tier. 

For example:

Customer A places an order on viori.com using Ambassador B’s Affiliate Link for products with prices totaling $50.00.  Sales tax of 5% ($2.50) is collected and a shipping charge of $5.00 is applied.  The Customer makes a payment of $57.50 for the order.  Ambassador B is in the Starter Tier.  Ambassador B’s commission on this transaction is $7.50 (15% of $50.00).

Customer A then returns a product from the order with a purchase price of $10.00.  Ambassador’s commission on this transaction will be reduced to $6.00 (15% of $40.00). 

No commission or other compensation shall be made in relation to purchases made by Ambassador using Ambassador’s Affiliate Link.  No compensation shall be paid to Ambassador under this Agreement based on any purchases made on Viori’s wholesale website (wholesale.viori.com; ambassador.viori.com) whether made by Ambassador or any other party.

ADDENDUM B

DISCLOSURE OF MATERIAL CONNECTIONS AND POSTING GUIDELINES

Ambassador (“You” or “Your”) acknowledges and agrees to the contents of this Addendum B to the Agreement between You and Viori (“we” or “us” or “our”), in consideration of any material connection (direct or indirect) between You and us in connection with the Services described in Addendum A.

This Addendum B applies to the extent You publish or post (e.g., online, including on a social media page) a review about us, our products, our events, or our services for Your fans, followers, readers or patrons (a “Review” or a “Post”) under the Promotion. A Review or Post may include something as simple as a Tweet, a comment about us, or a post on Your social media pages, streams, or feeds depicting our products.

If You are signing this agreement on behalf of an organization (like Your employer, i.e., Your “Business”), You represent that Your Business authorizes You to bind that Business and any person or blogger who may (on the Business’s behalf) Review or Post. We refer interchangeably to You, Your Business, and any person or blogger who may Review or Post on Your Business’s behalf as “You.”

If You choose to Review or Post, You must comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as revised (the “Guides”). This means, You must:

• Post the hashtag “#Ad,” “#Sponsored,” or “#PaidAd,” in addition to any other content that we require, for all Your Posts and Reviews under the Promotion.
• These hashtags must be clearly and prominently disclosed and must not be buried in a list of hashtags.  For example:
• For written posts or reviews, hashtags must appear at the beginning of a written post, not buried in the middle or end.
• For stories and videos (such as Instagram Stories, Snapchat and TikTok), the hashtag must (i) be superimposed on each story or video, (ii) be in a font color that is easily seen against the story or video background, (iii) be in a font size that is large enough to be easily seen, (iv) be on screen long enough to be easily read, and (v) stay with the story or video if the story or video is posted on a platform other than the original/native platform. 
• For videos (such as YouTube), the disclosure of the material connection between You and us must be made at the beginning of the video itself (i.e. within the first ten seconds) and also the hashtag must be placed at the beginning of any copy posted below the video.  If the video is more than four minutes long the disclosure of the material connection must be made again at the end of the video.
• Clearly and conspicuously disclose, in Your Review or Post, Your receipt of any free product that we give to You under the Promotion. This may require You to use a disclosure, verbatim, that we supply to You.
• Base Your Reviews, Posts, and related suggestions solely on Your own personal experience and opinions, without allowing any direct or indirect connection with us to influence them.
• Be truthful, avoiding any false or misleading representations about us or our products.
• Avoid any quantifiable or scientific claim.
• Except as noted above, do not represent Yourself as our employee, agent, or representative of us.
• If applicable, report in Your Review or Post the manner in which You used the product (for example: “when using this product every day for [#] days, my results were [results]”).
• Avoid comparisons with any other company’s products in Your Review or Post.
• Immediately remove or edit any such Review or Post if we ask You to do so (for any reason and in our sole discretion).

[1] This Agreement contains a Non-Compete Covenant in Section 4, which is not applicable where prohibited by law, including in California, North Dakota, and Oklahoma.

AMBASSADOR SERVICES AGREEMENT[1]

This Ambassador Services Agreement (the “Agreement”), dated as of the date last executed below (the “Effective Date”), is hereby entered into by and between Viori Beauty PBC (“Viori”) and the individual provider of services executing this Agreement (“Ambassador”) (collectively, the “Parties” and individually a “Party”). 

In consideration of the mutual covenants contained herein and other good and valuable consideration, Viori and Ambassador, intending to be legally bound, hereby agree as follows:

1. Services and Compensation.

• Viori engages Ambassador to promote and market certain Viori products (“Products”) on Viori’s behalf as a brand ambassador through the Approved Promotion Locations (defined below), to provide the social media marketing services set forth on Addendum A, and to provide other services as may be mutually agreed by the parties in writing from time to time and which services may be continuing or may be for a specific project (together, the “Services”).  Ambassador agrees to diligently and timely perform such Services at the direction of Viori with due care and consistent with the highest standards in Ambassador’s industry.  This Agreement shall govern all Services provided by Ambassador to Viori.  This Agreement is non-exclusive such that Viori may contract with other individuals or entities to provide the same or similar services.   

• Viori agrees to pay Ambassador for the Services at the rate and in the manner set forth on Addendum A.  Ambassador agrees and acknowledges that taxes or other amounts will not be withheld from any compensation or other amounts payable to Ambassador hereunder.  Ambassador agrees and acknowledges that it has sole responsibility and liability for any and all taxes, contributions, penalties, interest or other sums arising out of the compensation and/or any other amounts and/or expenses paid pursuant to this Agreement, the understanding being that the quoted rates include therein a component attributable to such amounts.

1. Term.  This Agreement shall begin on the Effective Date and shall continue until terminated in accordance with Section 12 (the “Term”).

1. Confidentiality.  Ambassador agrees that any and all Confidential Information (as defined below) regarding Viori will be held in strictest confidence and will not be used by Ambassador or disclosed to any third party during the Term of this Agreement or anytime thereafter, except as necessary to perform the Services hereunder.  “Confidential Information” means all information regarding Viori or any of its affiliates which has not been publicly disclosed by Viori, including, but not limited to Viori’s trade secrets and intellectual property. 

1. Non-Competition.  Ambassador acknowledges that Ambassador may be provided with Confidential Information about the business, operations, clients, partners, and trade connections of Viori and may develop critical relationships with Viori’s vendors, clients and other business associates.  Ambassador also acknowledges that Viori competes throughout the world for clients.  Ambassador agrees that in exchange for the compensation set out in Addendum A and continued engagement of Ambassador to perform the Services, during the Term of this Agreement and for a period of one (1) year following termination of this Agreement, Ambassador will not engage in, or assist a third party to engage in, the development, production or commercialization of products or services which are similar to or competitive with the Products or any other Viori products or services about which Ambassador has obtained Confidential Information (a “Competitive Business Venture”). Ambassador will be deemed to be competing with Viori in violation of this paragraph if Ambassador is self-employed, employed by, works for, or becomes associated with in a similar or other capacity (whether as partner, officer, director, five percent (5%) shareholder, consultant, employee, agent, or otherwise) on behalf of himself or herself, in connection with a Competitive Business Venture or any person or entity that has a Competitive Business Venture. 

Ambassador acknowledges that Ambassador’s experience and capabilities are such that this covenant will not prevent Ambassador from earning an adequate livelihood should this covenant be specifically enforced against Ambassador.  Ambassador is advised to consult with an attorney before entering into this Agreement.  Ambassador has 14 calendar days to review this Agreement.  This Section is not applicable where prohibited by law, including in California, North Dakota, and Oklahoma.

1. Approved Promotion Locations.  Ambassador shall market, promote, and/or advertise Products solely through the social media pages, websites, webpages, blogs, or other channels identified on Addendum A (“Approved Promotion Locations”).  Ambassador shall not market, promote, or advertise Products (including by posting or linking to, directly or indirectly, Ambassador’s Affiliate Link (as defined below)) on or through any channel, website, or location other than the Approved Promotion Locations, including through any paid marketing channels, pay-per-click networks, or affiliate networks.

1. Intellectual Property Ownership and License.

• For purposes of this Agreement, “Created Intellectual Property” means any and all creative work conceived, created, produced or reduced to practice by Ambassador during the term of this Agreement in connection with or related to the Services in any manner, whether produced solely or jointly with others and whether in preliminary or final form and will include any pre-existing proprietary rights owned by Ambassador to the extent such proprietary rights are incorporated into the Created Intellectual Property by Ambassador.  Ambassador’s name, voice, likeness, biographical data, trademarks, logos, and business names shall be referred to, together with the Created Intellectual Property, as the “Ambassador IP.”

• Ambassador grants to Viori during the Term of this Agreement a limited, royalty-free, worldwide, right and permission (but Viori shall have no obligation) to post on Viori’s website and any social media website(s) selected by Viori, and to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, edit and otherwise exploit, the Ambassador IP, and any material based thereon or derived therefrom, together with any actual or fictional material, in any manner or media whatsoever (whether now known or hereafter devised) anywhere in the world in for the purposes of advertising or trade in promoting and publicizing Viori and its products and services.  Viori will be perpetually permitted to use the Ambassador IP after the Term of this Agreement for commercial, non-commercial historical and archival purposes.

• Except for references to the Viori name and trademarks as part of blogs or social media posts as expressly authorized herein, Ambassador agrees not to use or refer to the Viori name or trademark or any other name or trademark of Viori or any of its affiliates (collectively, the “Viori Marks”) without Viori’s prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular Viori Mark, and for the specific purpose for which the approval was expressly given. Goodwill arising from Ambassador’s use of the Viori Marks shall inure exclusively to the benefit of Viori, and Ambassador shall not acquire any rights therein.  Viori reserves the right to review and approve Ambassador’s use or intended use of the Viori Marks at any time, without limitation.  Upon the request of Viori, Ambassador will immediately alter or cease any and all use of the Viori Marks.

• Each party shall retain all right, title and interest to its own intellectual property, including, without limitation, trademark, copyright, and any and all renewals, extensions, revivals and resuscitations thereof, throughout the universe in perpetuity in all media now known or hereafter devised.  Ambassador agrees that it will not, and will not allow a third party to, access or use Viori’s intellectual property for the purpose of developing, creating, or producing products or services competitive with, derivative of, or that are a substitute for the Products or any other Viori products or services.

1. Obligations of Ambassador. 

• Ambassador shall ensure that any materials and deliverables used to promote Viori or the Products, or otherwise used in connection with the Services performed under this Agreement (i) are accurate (with respect to both qualitative and quantitative statements); and (ii) comply with all terms of this Agreement (including Addendum B); all messaging, brand, or other content guidelines provided by Viori (including any instructions related to marketing claims), and all applicable laws.  Notwithstanding anything to the contrary herein, Ambassador is solely responsible for its compliance with its obligations under this Section 7(a). 

• Ambassador shall promptly comply with any and all direction by Viori regarding the modification or removal from the Approved Promotion Locations of any material or deliverables provided or created by Ambassador in connection with this Agreement.

• Ambassador shall post the Viori-designated affiliate link to the Viori website (“Affiliate Link”) in Ambassador’s bio or on Ambassador’s social media profiles related to the Approved Promotion Locations. 

• Ambassador shall view and/or participate in training sessions provided by Viori as requested by Viori from time to time. 

1. Prohibited Conduct.  During the Term of the Agreement, Ambassador shall not:

• create or participate in any third-party networks or sub-affiliate networks without Viori’s prior written consent;

• use or encourage any means of delivering fraudulent traffic to any website, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;

• use direct linking to any page on any website other than the Approved Promotion Locations and Viori-operated websites without Viori’s prior written consent;

• mask its referral sites or use deceptive redirecting links; or

• disparage the products or services of any person or entity, including without limitation the products or services of a competitor of Viori, any other customer or partner of Viori, or Viori itself.

1. Representations of Ambassador.  Ambassador represents and warrants that: (a) all Created Intellectual Property will be an original work created solely by the Ambassador for Viori and will not be copied in whole or in part from any existing work and that the Created Intellectual Property has not been published in any form by distribution to the public by sale or other transfer of ownership or by rental, lease or lending and has not been distributed for purposes of further distribution or public display; (b) Ambassador has the full power and authority to enter into this Agreement and the performance of this Agreement will not violate any agreement or obligation of Ambassador; (c) the Created Intellectual Property will not infringe any statutory or common law copyright, will not be libelous or obscene, will not utilize any trade secrets of any third party, will not violate any right of privacy or publicity, or otherwise violate any law or any person’s personal or property rights; (d) Ambassador has given no commissions, payments, gifts, kickbacks, lavish or extensive entertainment, or other things of value to any employee or agent of Viori in connection with this Agreement; and (e) Ambassador will perform the Services in compliance with all laws that apply to Ambassador and Viori by virtue of this Agreement including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as revised, which are described, in part, in Addendum B of this Agreement. 

1. Relationship of Parties.  Ambassador is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by federal, state or local law with respect to any sums paid to Ambassador hereunder.  Ambassador shall not be entitled to any Viori employee benefits of any nature.  Ambassador is not an agent or representative of Viori, and Ambassador has no authority to speak or act for Viori in any manner except as expressly authorized by this Agreement.

1. Viori Policies.  Ambassador agrees to abide by Viori’s company policies and procedures, including, without limitation, any non-discrimination and non-harassment policies, in all interactions with Viori’s associates, when on Viori property or while representing Viori in any manner. 

1. Termination.    

• (a) Either Party may terminate this Agreement, with or without cause, at any time upon thirty (30) days’ prior written notice to the other Party.

• (b) Viori may terminate this Agreement immediately if: (i) Ambassador posts any content that violates this Agreement (including, but not limited to, Addendum B and Viori’s messaging, brand, or other content guidelines) or applicable law (“Breaching Content”) and fails to remove such Breaching Content within thirty-six (36) hours following Viori’s written notice to Ambassador of such Breaching Content; or (ii) Ambassador posts Breaching Content more than two (2) times during the Term.

• (c) Other than as set forth in Section 12(b), if either Party breaches any of its material obligations under this Agreement, the non-breaching Party may terminate immediately with notice to the breaching Party unless: (i) the breaching Party cures the breach within ten (10) days of receiving notice from the non-breaching Party of the breach, or (ii) the breaching Party begins action to cure the breach within the 10-day notice period and thereafter diligently prosecutes such curative action to completion, if the breach cannot be reasonably cured within the 10-day notice period.

• (d) Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party becomes or is declared bankrupt, becomes the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors.

• (e) Upon termination of this Agreement: (i) Each Party shall pay to the other Party any sums owed to the other Party under this Agreement; (ii) Ambassador shall deliver to Viori or securely destroy (at Viori’s option) all property created by or provided to Ambassador which relates to or contains Confidential Information, including all copies thereof; (iii) Ambassador shall remove all Affiliate Links from Ambassador’s bio and social media profiles; and (iv) Ambassador shall cease representing itself as an Ambassador of Viori or the Products.

• (f) Viori’s payment obligations to Ambassador upon termination are set forth in Addendum A.

1. Remedies. 

• Indemnification.  To the fullest extent permitted by law, Ambassador shall and hereby does, indemnify, defend, save, and hold harmless Viori and its affiliates, and their officers, directors, shareholders, members, predecessors, successors in interest, employees, and agents, from and against any suit, demand, claim, action, loss, liability, damage, cost or expense (including attorneys’ fees, the cost of enforcing this Agreement, and the cost of pursuing any insurance providers) known or unknown of any kind  caused by, arising from, or incurred in connection with (a) any breach or alleged breach of any of the agreements, provisions, covenants, representations or warranties of Ambassador in this Agreement, including by posting Breaching Content; or (b) the negligence or willful misconduct of Ambassador or its officers, employees, agents or contractors.

• Injunctive Relief.  Ambassador stipulates that the covenants contained herein are essential for the protection of the trade secrets, confidential business information, relationships, and competitive position of Viori; that a breach of any covenant contained herein would cause Viori irreparable damage for which damages at law would not be an adequate remedy; and that, in addition to damages and other remedies to which Viori would otherwise be entitled, it will be entitled to whatever injunctive relief is appropriate for any such breach.

• Limitation of Liability.  VIORI SHALL NOT BE LIABLE TO AMBASSADOR UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR RECOVERY OF ATTORNEYS’ FEES.  VIORI’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY VIORI’S ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAID BY VIORI TO AMBASSADOR DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES.  THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 

1. Personal Services.  The obligations of Ambassador hereunder are personal in nature and this Agreement may not be assigned, subcontracted or delegated for performance by any other party, in whole or in part, without the prior written consent of Viori. 

1. Miscellaneous. 

• Modification.  Viori reserves the right to update, amend, or modify this Agreement with written notice to Ambassador.  Unless otherwise provided, such amendments will take effect immediately, and Ambassador’s continued performance of the Services following notice of the amendments will be deemed Ambassador’s acceptance of the amendments.

• Waiver; Severability.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.  If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the Parties hereby expressly acknowledge their desire for such action to be taken.  Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated.

• No Other Representations.  No representation or warranty has been made by or on behalf of either party to this Agreement, or any officer, director, employee or agent thereof, to induce the other party to enter into this Agreement or to abide or consummate any transactions contemplated by any terms of this Agreement, except for those representations and warranties expressly set forth herein. 

• Force Majeure.  If for any reason beyond Viori’s reasonable control (including, but not limited to: strikes or labor disputes; actual or potential pandemics; acts, regulations or orders of governmental authorities; civil disorder; weather; casualty; earthquakes; travel concerns, delays or cancellations; disasters; acts of war; acts of God; or other conditions), it is inadvisable, not reasonably possible, or illegal for Viori to perform its obligations under this Agreement, performance hereunder is excused and Viori may terminate this Agreement, in whole or in part, without liability of any nature.

• Assignment.  Viori is entitled to assign this Agreement, in whole or in part, without Ambassador’s consent to any Viori-affiliated company or to any entity to which Viori sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products.  This Agreement is intended for the benefit of the Parties and their permitted assignees, and no other person will be entitled to rely upon this Agreement or be entitled to any benefits under this Agreement.

• Entire Agreement.  This Agreement, including its attachments, constitutes the entire agreement between the Parties regarding the contemplated transactions and supersedes all prior agreements and understandings between the Parties relating to the matters described herein.

• Construction.  The descriptive headings and sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.  Should any provision of this Agreement require judicial interpretation, it is agreed that any rule of construction disfavoring the drafting party shall not apply in the construction of any provision of this Agreement, it being agreed that all Parties, directly or through their agents, have participated in the preparation or negotiation hereof. 

• Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  A fully executed PDF of this Agreement shall be deemed to constitute an original document.

• Survival.  Sections that by their nature are meant to survive termination of this Agreement shall survive termination of this Agreement, including, but not limited to, Section 3 (Confidentiality), Section  6 (Intellectual Property Ownership and License), Section 11 (Viori Policies), Section 13 (Remedies), Section 15(j) (Governing Law and Dispute Resolution), and Section 15(k) (Waiver of Jury Trial). 

• Governing Law and Dispute Resolution.  The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, without regard to its choice of law rules.  In the event of a dispute over the terms or performance under this Agreement, the Parties expressly submit to personal jurisdiction and venue in the federal or state courts of record in Utah County, Utah.  In the event of a breach or threatened breach of this Agreement by Ambassador, the prevailing party will be entitled to attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.

• Waiver of Jury Trial.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.  THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

SUMMARY OF SERVICES

Ambassador will serve as a brand ambassador promoting Viori and the Products on or through the Approved Promotion Locations.

AMBASSADOR OBLIGATIONS

Ambassador must select an Ambassador Tier and agrees to adhere to requirements set forth by Viori to become and remain eligible for that Ambassador Tier.  These requirements may include requirements related to frequency of promotion or potential reach of promotion (i.e., number of followers on a social media channel or number of page impressions on a website).  Viori may require Ambassador to submit proof of compliance with these requirements.  In addition, eligibility for certain Ambassador Tiers may be contingent on the establishment of a Viori Wholesale Account and compliance with certain minimum wholesale purchase requirements.  If Ambassador wishes to establish a Viori Wholesale Account, Ambassador must execute a Viori Beauty PBC Wholesale Agreement.  The terms and conditions of this Ambassador Services Agreement do not govern, in whole or in part, any wholesale purchasing relationship Ambassador may have with Viori.

Ambassador acknowledges and agrees that failure to meet Ambassador Tier requirements may result in loss of eligibility for a particular Ambassador Tier and/or may be grounds for termination of this Agreement.  Viori reserves the right to change these requirements or implement additional requirements, and will provide at least thirty (30) days’ notice to Ambassador of any such changes. The most current, up-to-date Ambassador Tier requirements can be found and located at www.ambassador.viori.com; these Ambassador Tier requirement can also be found inside each Ambassador’s Refersion affiliate account. If there are ever any concerns about the requirements for your Ambassador Tier, please contact [email protected].  

In order for an Ambassador to change Ambassador Tiers, you must immediately transact, purchase upfront, your new Ambassador Tier’s monthly minimum purchase requirement in order to be qualified for the new Ambassador Tier. An Ambassador may apply to change to a different Ambassador Tier one time every 6 months.  Ambassador must make a formal request to change Ambassador Tiers by submitting an application provided by Viori.  Viori will review the application and notify Ambassador of Viori’s decision.  If the change is approved, the effective date of the change will be the first (1st) day of the month following Viori’s notification to Ambassador of the approval.  If Viori approves a change in Ambassador’s Ambassador Tier, Ambassador’s compensation shall be adjusted to the new Ambassador Tier beginning on the effective date of the change.  A change in Ambassador Tier may affect the commissions payable related to future purchases by customers who made their first purchase using Ambassador’s Affiliate Link prior to the effective date of the change.

Ambassador agrees to deliver all content and drafts according to the following:

1. Ambassador may submit drafts of content (including the intended location where it will be posted) to Viori for review prior to posting to ensure compliance with Viori’s messaging,  brand, and other content guidelines, and the requirements set forth in Addendum B.  Viori will provide feedback regarding content within five (5) business days of receipt, which feedback Ambassador shall incorporate into the content.
2. Ambassador will post the content using @vioribeauty or @viori and hashtag #viori on her/his Approved Promotion Locations and such content shall remain on Ambassador’s Approved Promotion Locations during the Term of the Agreement, to the fullest extent permitted by the promotion channel.
3. Ambassador shall notify Viori after posting the content, including by providing copies of the content posted, links to posted content, or other information as requested by Viori in a form acceptable to Viori.

VIORI OBLIGATIONS

Viori will provide the following consideration for the Services provided by Ambassador:

Viori will provide a commission to Ambassador based on purchases on viori.com made by customers who access viori.com directly through Ambassador’s assigned Affiliate Link.  The commission will be determined using the then-current Ambassador commission located inside each Ambassador’s Refersion account, based on Ambassador’s Ambassador Tier. 

Affiliate Link Commissions

Viori shall pay Ambassador a commission on:

initial purchases made by customers on viori.com through Ambassador’s Affiliate Link; and

additional purchases made by such customers on viori.com during the commission period applicable to the Ambassador’s Ambassador Tier.

The most current, up-to-date Ambassador Tier commission rates can be found and located at www.ambassador.viori.com; these Ambassador Tier commission rates can also be found inside each Ambassador’s Refersion affiliate account. If there are ever any concerns about the requirements for your Ambassador Tier, please contact [email protected].  

Ambassador’s commission shall be calculated by multiplying the Net Purchase Amount of the transaction, which means the price paid by the customer for the products, less sales tax, shipping charges, and the price paid for any products from the transaction that are returned by the customer, by the Commission Rate applicable to Ambassador’s Ambassador Tier. 

For example:

Customer A places an order on viori.com using Ambassador B’s Affiliate Link for products with prices totaling $50.00.  Sales tax of 5% ($2.50) is collected and a shipping charge of $5.00 is applied.  The Customer makes a payment of $57.50 for the order.  Ambassador B is in the Starter Tier.  Ambassador B’s commission on this transaction is $7.50 (15% of $50.00).

Customer A then returns a product from the order with a purchase price of $10.00.  Ambassador’s commission on this transaction will be reduced to $6.00 (15% of $40.00). 

No commission or other compensation shall be made in relation to purchases made by Ambassador using Ambassador’s Affiliate Link.  No compensation shall be paid to Ambassador under this Agreement based on any purchases made on Viori’s wholesale website (wholesale.viori.com; ambassador.viori.com) whether made by Ambassador or any other party.

ADDENDUM B

DISCLOSURE OF MATERIAL CONNECTIONS AND POSTING GUIDELINES

Ambassador (“You” or “Your”) acknowledges and agrees to the contents of this Addendum B to the Agreement between You and Viori (“we” or “us” or “our”), in consideration of any material connection (direct or indirect) between You and us in connection with the Services described in Addendum A.

This Addendum B applies to the extent You publish or post (e.g., online, including on a social media page) a review about us, our products, our events, or our services for Your fans, followers, readers or patrons (a “Review” or a “Post”) under the Promotion. A Review or Post may include something as simple as a Tweet, a comment about us, or a post on Your social media pages, streams, or feeds depicting our products.

If You are signing this agreement on behalf of an organization (like Your employer, i.e., Your “Business”), You represent that Your Business authorizes You to bind that Business and any person or blogger who may (on the Business’s behalf) Review or Post. We refer interchangeably to You, Your Business, and any person or blogger who may Review or Post on Your Business’s behalf as “You.”

If You choose to Review or Post, You must comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as revised (the “Guides”). This means, You must:

• Post the hashtag “#Ad,” “#Sponsored,” or “#PaidAd,” in addition to any other content that we require, for all Your Posts and Reviews under the Promotion.
• These hashtags must be clearly and prominently disclosed and must not be buried in a list of hashtags.  For example:
• For written posts or reviews, hashtags must appear at the beginning of a written post, not buried in the middle or end.
• For stories and videos (such as Instagram Stories, Snapchat and TikTok), the hashtag must (i) be superimposed on each story or video, (ii) be in a font color that is easily seen against the story or video background, (iii) be in a font size that is large enough to be easily seen, (iv) be on screen long enough to be easily read, and (v) stay with the story or video if the story or video is posted on a platform other than the original/native platform. 
• For videos (such as YouTube), the disclosure of the material connection between You and us must be made at the beginning of the video itself (i.e. within the first ten seconds) and also the hashtag must be placed at the beginning of any copy posted below the video.  If the video is more than four minutes long the disclosure of the material connection must be made again at the end of the video.
• Clearly and conspicuously disclose, in Your Review or Post, Your receipt of any free product that we give to You under the Promotion. This may require You to use a disclosure, verbatim, that we supply to You.
• Base Your Reviews, Posts, and related suggestions solely on Your own personal experience and opinions, without allowing any direct or indirect connection with us to influence them.
• Be truthful, avoiding any false or misleading representations about us or our products.
• Avoid any quantifiable or scientific claim.
• Except as noted above, do not represent Yourself as our employee, agent, or representative of us.
• If applicable, report in Your Review or Post the manner in which You used the product (for example: “when using this product every day for [#] days, my results were [results]”).
• Avoid comparisons with any other company’s products in Your Review or Post.
• Immediately remove or edit any such Review or Post if we ask You to do so (for any reason and in our sole discretion).

[1] This Agreement contains a Non-Compete Covenant in Section 4, which is not applicable where prohibited by law, including in California, North Dakota, and Oklahoma.