THIS INFLUENCER AGREEMENT (this “Agreement”) is entered into by and between EDEN CLAIR, INC. (“Company”) and the individual or entity identified as Talent in the signature block below (“Talent”) and is effective as of the date of the last signature below (the “Effective Date”). Company and Talent are each a “Party” and collectively, the “Parties.” In consideration of the mutual promises contained herein, the Parties agree as follows:

1. TALENT SERVICES.

1.1. Scope of Services. During the Term, Talent shall provide influencer, content creation, social media marketing, and promotional services to the Company (the “Services”). As part of the Services, Talent shall create and publish certain content for Company as set forth in Schedule A attached hereto (hereinafter, the “Content”). Talent shall perform the Services in accordance with the specifications, deadlines, and requirements set forth in Schedule A, Company's reasonable brand guidelines, and all applicable laws and regulations. Talent shall not be authorized to sell Company's products independently, purchase inventory for resale, act as an authorized distributor, or make representations or warranties on behalf of Company unless expressly authorized under a separate written agreement.

1.2. Use of Name, Image, and Likeness. As part of the Services provided, Talent shall execute a media waiver and release in the form set forth in Schedule B.

1.3. Compliance. Company may request reasonable modifications to ensure compliance with its brand guidelines, product descriptions, and applicable legal requirements. Talent shall not publish Content containing inaccurate or unauthorized statements concerning Company's products, including their materials, composition, plating, finishes, durability, or other characteristics. Talent shall comply with all applicable advertising and consumer protection laws, including the Federal Trade Commission's Endorsement Guides and requirements governing endorsements, testimonials, and material connections. Talent shall clearly and conspicuously disclose any compensation, commissions, complimentary products, discounts, or other material benefits received from Company in connection with the promotion of its products. Such disclosures must be included in each applicable promotional communication and shall not be limited to Talent's profile biography or other disclosures that consumers may not readily notice. Talent shall ensure that all opinions and endorsements expressed in the Content reflect Talent's honest opinions and actual experiences with Company's products.

2. COMPENSATION.

2.1. Affiliate Link and Commission Tracking.

(a) Talent may be assigned a unique hypertext link to Company's website (the “Affiliate Link”) or a promotional or coupon code (the “Coupon Code”), subject to the terms of this Agreement. Talent shall receive a commission of [XX%] of Qualifying Revenue generated from each Qualifying Purchase made through Company's website using Talent's unique Affiliate Link or Coupon Code (the “Commission”), as further specified in Schedule A. For purposes of this Agreement, “Qualifying Purchase” and “Qualifying Revenue” shall have the meanings set forth in Company's Affiliate Program Terms and Conditions, except as otherwise expressly provided in this Agreement or Schedule A.

(b) Talent shall be responsible for correctly using and displaying the Affiliate Link or Coupon Code through Talent's approved promotional channels. Company shall not be responsible for commissions that cannot be reasonably attributed to Talent because of Talent's failure to properly use the assigned Affiliate Link or Coupon Code.

(c) No Commission shall be payable for any customer or transaction obtained through fraudulent, deceptive, or unlawful means, including click fraud, artificial transactions, unauthorized promotional practices, or manipulation of Company's tracking systems. Commissions shall not be payable for canceled, refunded, reversed, or charged-back purchases, or transactions otherwise disqualified under the applicable Affiliate Program Terms and Conditions. If any Commission has been paid to Talent before Company becomes aware of circumstances giving rise to fraud, cancellation, refund, chargeback, or other disqualification, Company shall be entitled to recover or offset such Commission against future Commissions payable to Talent, to the extent permitted by applicable law.

(d) The Affiliate Link or Coupon Code shall remain active during the Term and any post-termination commission period specified in Schedule A. Company may temporarily suspend the link or code where it reasonably suspects fraud, unlawful conduct, or misuse of the tracking system, provided, that termination of this Agreement remains governed by Section 5. Suspension shall not forfeit validly earned Commissions.

(e) Commissions shall be calculated, verified, and paid in accordance with the payment schedule, verification period, and payment method specified in Schedule A. Notwithstanding any modification to Company's Affiliate Program Terms and Conditions, the Commission rate, payment terms, and other compensation arrangements expressly agreed upon in this Agreement or Schedule A may only be modified by written agreement of the Parties.

2.2. Additional Compensation and Products. In addition to any Commissions, Company may provide Talent with fixed compensation, complimentary jewelry, promotional products, discounts, or other benefits, as expressly specified in Schedule A. Unless otherwise agreed in writing, no additional compensation shall be due for the Services or Company's authorized use of the Content.

Any products provided to Talent for promotional purposes shall be subject to Company's reasonable instructions concerning their use, presentation, and handling. Unless otherwise specified in Schedule A, complimentary products delivered to Talent shall become Talent's property upon receipt and shall not be returnable or exchangeable for monetary compensation.

2.3. Expenses. Any expenses reasonably incurred by Talent during the Term or as part of the Services, including props, clothing, photography, locations, editing, graphic design, equipment, and production costs, shall be Talent's sole cost and expense unless otherwise agreed in writing. In the event Company requests that Talent attend a particular event or location, Company shall reimburse only those transportation, attendance, or other related expenses expressly approved in writing by Company in advance, upon presentation of appropriate receipts documenting such expenses.

2.4. Taxes. Talent shall be solely responsible for all taxes arising from compensation, Commissions, and other taxable benefits received under this Agreement. Company may require Talent to provide appropriate tax documentation, including Form W-9 or Form W-8, as applicable, before issuing payments.

3. CONFIDENTIALITY

3.1. Talent understands that “Confidential Information” means any proprietary or confidential information of Company (together with its affiliates and subsidiaries) disclosed by the Company to Talent, in whatever form provided, whether or not such information is identified as Confidential Information.  Confidential Information includes, without limitation, the Company’s business plans, intellectual property, know-how, designs, samples, processes, unreleased collections, suppliers, products, equipment, computer data, plans, business and marketing strategies, business operations, employee and customer lists, pricing and profitability information, sales and marketing plans, financial information, and other information of business importance to the Company. Confidential Information shall not include any such information that

(i) is or becomes publicly available other than through a breach of this Agreement by Talent;

(ii) Talent can show it already knew or had possession of at the time of disclosure;

(iii) is lawfully received by Talent from a third party without misappropriation or breach of this Agreement or any other agreement, provided that the Talent is not obligated to hold such information in confidence;

(iv) is independently developed by or for Talent by persons who have not had access to or received any Confidential Information under this Agreement; or

(v) Talent has received written permission from the Company to disclose.

3.2. Talent (i) shall not disclose or distribute such Confidential Information to any third party unless such third party had a valid need-to-know and agrees to maintain the confidentiality of such Confidential Information in accordance with a written confidentiality agreement approved in each instance by the Company; (ii) shall not use such Confidential Information except as reasonably necessary to perform its obligations under this Agreement and as permitted by this Agreement; and (iii) shall, upon request of the Company, promptly return or destroy all copies of such Confidential Information and provide a written certification of destruction. Talent shall exercise the same degree of care in protecting Company’s Confidential Information as it uses in protecting its own Confidential Information, but no less than a reasonable standard of care. Talent's confidentiality obligations shall survive termination of this Agreement for so long as the information remains confidential, provided that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

3.3. Nothing contained herein shall prevent Talent from complying with applicable law, regulation, subpoena, or court order, provided that Talent gives Company prompt prior written notice to the extent legally permitted and reasonably cooperates with Company's efforts to obtain confidential treatment or other appropriate protection. Talent shall disclose only the information legally required.

4. PROPRIETARY RIGHTS

4.1. Grant of License. Subject to the terms and conditions of this Agreement, Talent hereby grants Company a worldwide, non-exclusive, royalty-free, fully paid-up license to copy, reproduce, publish, distribute, transmit, edit, adapt, and publicly display the Content for the purposes and durations set forth in Schedule A. Company may authorize its advertising agencies, contractors, service providers, and marketing partners to exercise these rights solely on Company's behalf and within the scope of the applicable license. The foregoing license includes the right to make modifications reasonably necessary to adapt the Content to different media, platforms, and formats, provided such modifications do not materially misrepresent Talent's statements or endorsement. This Section and Schedule A constitute the separate written agreement authorizing Company’s use of Talent-created content contemplated by the Affiliate Program Terms and Conditions.

4.2. Intellectual Property Ownership.

(a) Talent shall retain all right, title, and interest in and to the Content, including without limitation, copyrights, trademarks and any other rights and interests. This Agreement does not convey to Company any right, title, or interest in the Content, nor a portion thereof, but only constitutes a license to use the Content as specified herein. Talent agrees to provide pertinent source materials to Company for the purpose of pre-publication review or in the event of any legal action arising from the Content's publication.

(b) All ownership, right and title as to the intellectual property of Company, including without limitation any copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) shall belong to Company. Neither this Agreement nor the disclosure of information made under or in connection with it, shall grant Talent any title, ownership rights or license under or in connection with any Intellectual Property Rights, or any other proprietary right now or subsequently owned or controlled by Company. Talent may not make use or disclosure of any of the intellectual property of Company except as authorized by Company in writing.

4.3. Trademarks. The Company’s name, logos, and trademarks (collectively the “Trademarks”) are the sole property of the Company. The Company grants Talent a non-sublicensable, non-transferrable, non-exclusive, limited license to use the Company’s Trademarks to perform Services under this Agreement. Nothing in this Agreement shall grant Talent any right, title, or interest in Company's Trademarks.  At no time during or after the term of this Agreement, will Talent challenge or assist others to challenge Company's Trademarks or the registration thereof or attempt to register any trademarks, marks, or trade names confusingly similar to those of Company. 

4.4. Third-Party Rights. Talent shall be responsible for obtaining all permissions, licenses, and consents necessary for Company's authorized use of the Content, including rights relating to photographs, music, audio, video, locations, and the likenesses of identifiable individuals. Talent shall not incorporate third-party materials into the Content unless such materials are properly licensed for the intended commercial use, including paid advertising where applicable.

5. TERM AND TERMINATION.

5.1. The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Services specified in Schedule A, unless earlier terminated as provided herein (the “Term”).

5.2. This Agreement may be terminated by either Party at any time, with or without cause, effective upon fourteen (14) days’ prior written notice to the other Party. Notwithstanding the foregoing, Company may terminate this Agreement if Talent commits a material breach and fails to cure such breach within five (5) days after receiving written notice thereof. Company may terminate this Agreement immediately upon written notice in the event of fraud, unlawful conduct, or a material breach that is incapable of cure.

5.3. Upon termination, Talent shall cease performing the Services, discontinue unauthorized use of Company's Trademarks and promotional materials, and comply with Company's reasonable instructions regarding any outstanding Content. Termination shall not affect (a) Company's obligation to pay compensation properly earned for Services performed and accepted before the effective date of termination, subject to the applicable payment terms; (b) valid Commissions payable under Section 2; or (c) Company's rights to use Content previously delivered in accordance with the license granted under this Agreement and Schedule A. Any prepaid amounts attributable to Services not performed or deliverables not provided shall be refunded to Company, except to the extent otherwise specified in Schedule A.

5.4. The sections under this Agreement, that by their nature, are intended to survive this Agreement, shall so survive including sections 3 (Confidential Information), 4 (Proprietary Rights), 8 (Indemnification), 9 (Limitation of Liability), 10 (Governing Law) and 11 (General Provisions). Termination shall not affect any payment obligations accrued before the effective date of termination.

6. REPRESENTATIONS AND WARRANTIES.

6.1. Each Party to this Agreement represents and warrants to the other Party that they

(a) have full power, authority and legal right to execute and perform this Agreement;

(b) this Agreement constitutes the legal, valid and binding obligations of such Party in accordance with its terms; and

(c) shall act in good faith to give effect to the intent of this Agreement and to take such other action as may be necessary or convenient to consummate the purpose and subject matter of this Agreement.

6.2. Talent represents and warrants that (a) the Content and Services will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights;

(b) Talent has obtained all rights, licenses, permissions, and consents necessary to create, publish, and license the Content as contemplated by this Agreement;

(c) all endorsements and testimonials will reflect Talent's honest opinions and actual experiences with Company's products;

(d) Talent shall comply with applicable advertising and consumer protection laws, including the Federal Trade Commission's Endorsement Guides and all applicable disclosure requirements;

(e) Talent shall not make false, misleading, unsubstantiated, or unauthorized representations regarding Company's products; and

(f) Talent shall comply with applicable social media platform terms and policies.

7. INDEPENDENT CONTRACTOR. Talent is an independent contractor and nothing in this Agreement or in the course of performance of this Agreement shall be interpreted to create an employment relationship between Company and Talent. Talent has no authority to bind the Company or act as an agent of the Company.

8. INDEMNIFICATION. Except to the extent arising from Company's gross negligence or willful misconduct, Talent agrees to indemnify, defend, and hold harmless Company, its shareholders, directors, officers, agents, and employees from and against third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Talent's (a) material breach of this Agreement;

(b) unlawful, fraudulent, deceptive, or unauthorized conduct in performing the Services;

(c) infringement or violation of third-party intellectual property, privacy, or publicity rights in connection with the Content, except to the extent arising from materials supplied by Company and used as authorized; or

(d) violation of applicable laws or regulations. Company shall provide Talent with reasonably prompt notice of any claim for which indemnification is sought and reasonably cooperate in its defense. Talent shall not settle any claim that imposes liability, admissions, or obligations on Company without Company's prior written consent.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE TO TALENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, THE AGGREGATE LIABILITY OF COMPANY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES AND COMMISSIONS PAID OR PAYABLE BY COMPANY TO TALENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION SHALL LIMIT COMPANY'S OBLIGATION TO PAY VALIDLY EARNED AND UNDISPUTED COMPENSATION OR ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

10. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The Parties agree to attempt in good faith to resolve any dispute arising under or relating to this Agreement through informal negotiations for a period of thirty (30) days following written notice of the dispute. If the dispute remains unresolved, it shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its applicable Commercial Arbitration Rules. The arbitration shall take place in Los Angeles County, California, or remotely if agreed by the Parties. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration agreement.

Notwithstanding the foregoing, either Party may seek injunctive or other provisional relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Any proceedings not subject to arbitration shall be brought exclusively before the state or federal courts located in Los Angeles County, California, and the Parties consent to the jurisdiction and venue of such courts, except where applicable law requires otherwise.

11. GENERAL PROVISIONS. This Agreement, including Schedules A and B and the Affiliate Program Terms and Conditions incorporated below, constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous agreements concerning that subject matter. If Talent earns commissions under this Agreement, Company’s Affiliate Program Terms and Conditions, provided to Talent before execution, are incorporated by reference and supplement this Agreement. In the event of a conflict, this Agreement and its Schedules control.  If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. Any notice required or permitted under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, by certified mail, or by electronic mail to the addresses designated by the Parties, provided that the sender does not receive an automated notice of failed delivery. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Except as otherwise provided, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind. This Agreement may not be assigned without the prior written consent of the Parties. Rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and assigns. This Agreement may be modified or amended in writing, if the writing is signed by both parties to this Agreement.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written.

EDEN CLAIR, INC. TALENT

By: __________ By: ___________

Name: ________ Name:__________

Title: _________ Date: __________

Date:_________

SCHEDULE A

Talent Services

A. Scope of Services. During the Term, Talent shall provide the following Services:

[Describe specific deliverables, including the number and type of photographs, videos, Instagram posts, Stories, Reels, TikTok videos, product reviews, promotional appearances, and other content.]

Social Media Platforms: [__________]

Talent Account Handles: [__________]

Products to Be Promoted: [__________] 

Content Deliverables: [__________]

Posting Requirements and Deadlines: [__________]

Required Tags, Links, Hashtags, or Promotional Codes: [__________]

Content Review and Approval Process: [__________]

Talent shall complete and deliver the Services in accordance with the agreed specifications and deadlines. Any material changes to the deliverables or posting schedule must be approved by Company in writing.

Talent shall maintain sponsored Content on the applicable platform for a minimum period of [__] days following publication, except where removal is required by applicable law, platform policies, or Company's written instructions.

B. Prohibited Content. Talent shall not create, make, post, publish, disseminate, or repost any content in Talent’s social media which contains the following:

(a) Promotes unlawful activities, illegal drugs, violence, or other conduct inconsistent with Company's brand guidelines;

(b) Contains nudity, obscene material, hate speech, harassment, discriminatory statements, or unlawful content;

(c) Contains unauthorized political or religious endorsements presented as being associated with Company;

(d) Promotes a direct competitor of Company within the same sponsored Content, unless approved by Company in advance;

(e) Includes other sponsored content within the same post as Company-sponsored Content without Company's prior approval;

(f) Criticizes, attacks, or harasses another brand or individual;

(g) Includes an individual's likeness without the necessary consent;

(h) Incorporates photographs, videos, music, or other materials for which Talent lacks the necessary commercial usage rights;

(i) Makes false, misleading, or unauthorized representations concerning Company's jewelry, including product materials, composition, quality, durability, plating, or finishes; or

(j) Violates applicable laws, regulations, or the relevant social media platform's terms of use.

C. Term

The Services shall begin on [Date] and shall continue until completion on or before [Date].

D. Specifications

(a) License Duration; Usage rights.

Pursuant to Section 4.1 of the Agreement, Talent grants Company the following usage rights:

i. Paid Advertising. Company may use Content created by Talent under the Agreement in paid digital advertising, sponsored social media campaigns, and other paid promotional placements for a period of twelve (12) months from the date the Content was first published, unless otherwise specified below.

ii. Marketing/Website. Company may use Content created by Talent under the Agreement on Company's website, organic social media accounts, email campaigns, and other owned marketing materials in perpetuity, unless otherwise specified below.

iii. Additional Usage Rights. Any additional rights, including advertising through Talent's social media accounts, extension of paid advertising rights, or other uses not expressly authorized herein, shall require Talent's prior written approval.

E. Fees.

[Include applicable fees here]

Fixed Fee (if applicable): $[__________]

Commission Rate: [__]% of Qualifying Revenue

Commission Payment Schedule: [__________]

Commission Verification Period: [__________] 

Commission Tracking Period: [__________] 

Post-Termination Commission Period (if agreed): [__________]

Payment Method: [__________]

Minimum Commission Payout (if applicable): $[__________]

Complimentary Jewelry or Products: [__________]

Approved Reimbursable Expenses: [__________]

Payment Milestones or Conditions: [__________]

Except as expressly provided in this Schedule A, Talent shall not be entitled to any additional fees, commissions, royalties, or other compensation for the Services or Company's authorized use of the Content.

SCHEDULE B

MEDIA WAIVER AND RELEASE AGREEMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, I, ____________________________, hereby grant Eden Clair, Inc. (“Eden Clair”) and its authorized employees, contractors, advertising agencies, service providers, successors, and assigns permission to use my name, likeness, image, voice, and appearance as embodied in photographs, video recordings, audio recordings, digital images, podcasts, social media posts, and other promotional materials created or supplied in connection with the Influencer Agreement between Eden Clair and me (the “Agreement”).

I authorize Eden Clair to edit, reproduce, exhibit, publish, distribute, and otherwise use such materials and my name, likeness, image, voice, and appearance for purposes of advertising, marketing, and promoting Eden Clair and its products, including through its website, social media channels, email campaigns, digital advertisements, printed materials, and other promotional media, subject to the usage rights and limitations specified in Schedule A of the Agreement. For clarity, the rights granted under this Release shall not exceed the applicable scope, purposes, and durations of the usage rights granted to Eden Clair under the Agreement and Schedule A.

I acknowledge that Eden Clair may make reasonable edits and adaptations to such materials for formatting, production, and marketing purposes, provided that such modifications do not materially misrepresent my statements or endorsements.

Except as expressly provided in the Agreement or Schedule A, I acknowledge that I will not receive any additional compensation, royalties, or other payments for the authorized use of my name, likeness, image, voice, or appearance. 

I release and discharge Eden Clair and its authorized employees, contractors, agents, and representatives from claims arising out of the authorized use of my name, likeness, image, voice, or appearance in accordance with the Agreement, including claims relating to rights of privacy or publicity, except to the extent arising from use outside the scope of the rights granted or from conduct for which liability cannot lawfully be waived.

I represent that I am at least eighteen (18) years old, that I have read and fully understand the foregoing, and that I have the legal authority to grant the rights described herein. This Release shall be binding upon me, my heirs, legal representatives, and assigns. This Release shall be governed by and construed in accordance with the laws of the State of California and shall remain effective for the applicable usage periods specified in the Agreement and Schedule A.

________________________________________   

Date: _____________________

(Signature)

 ________________________________________  

(Printed Name)