(For Participation in the TikTok Shop Program)

These KVD Beauty TikTok Shop Creator Terms and Conditions (“Terms”), form an agreement between Kendo Holdings, Inc., on behalf of KVD Vegan Beauty LLC (“KVD Beauty”) and you (“Creator”) (collectively, the “Parties”) effective.

Creator must read, agree to, and accept all of these Terms in order to create media assets on TikTok, including without limitation short-form videos or TikTok LIVE streams (collectively “Content”) that promote KVD Beauty products (“Products”) on the TikTok Shop platform. Creator understands that by creating and publishing the Content, Creator is agreeing to be bound by these Terms and Conditions.  If Creator does not accept these Terms and Conditions in their entirety, Creator may not publish the Content on the TikTok Shop platform on behalf of KVD Beauty.

• When talking about the Products, Creator must comply with the FTC regulations and guidance. Provide your honest feedback. All product performance claims must be pre-approved and substantiated by KVD Beauty; such claims may be found on our dotcom product pages;
• Video length shall be approximately 15-45 seconds long;
• Any music or sound used must be royalty-free and must be from the TikTok commercial library;
• Caption to tag @KVDBeauty and use the hashtags #KVDPartner;
• Video to include hashtag #KVDPartner on screen in the first 3 seconds;
• When speaking during a TikTok LIVE, Creator agrees to mention a disclosure of Creator’s material connections in order to comply with FTC regulations and in accordance with Section 6 of this Agreement;
• Content shall not mention or reference Kat Von D or show, display, or otherwise use her image or likeness;
• Content shall not reference, show, or display other brands, trademarks, or third party intellectual property, including any references to other retailers;
• Creator agrees to immediately remove the Content upon KVD Beauty’s written request;
• Creator acknowledges and agrees that they have accepted the TikTok Shop Creator Terms of Use.

2. Termination. KVD Beauty retains the right, at KVD Beauty’s sole and absolute discretion, to terminate this agreement immediately at any time with or without cause including but not limited to, in case of a breach of these Terms by Creator, or if Creator: (i) commits or is accused by a reputable source of committing an offense under federal, state or local laws; (ii) is brought into public disrepute, contempt, scandal or ridicule, or (iii) says or does anything that insults or offends the community or any substantial organized group thereof. KVD Beauty’s decision on all matters arising under this provision shall be conclusive.  Any rights or licenses provided to Creator under these Terms shall cease immediately at termination of the agreement.

3. Fees. If Creator is eligible to receive fees or commissions under TikTok Shop’s Content Creator program, Creator shall receive all payments through TikTok or its third-party payment service provider. KVD Beauty shall not be liable for any payments to Creator under these Terms.

4. Grant of Rights/Usage. Creator grants the KVD Beauty and its retailers, licensees, successors, assignees, and agents (collectively, the “Permitted Parties”) the royalty-free, worldwide, irrevocable, fully paid-up right and license to use, reproduce, distribute, modify, publicly perform, translate, create derivative works from, publicly display and otherwise exploit the Content, including Creator’s name, performance, signature, picture, likeness, nickname, image, voice, social media handle and avatar, statements and biographical materials (collectively, Creator’s “Persona”) as incorporated into the Content, in their original or modified form in any and all media now known or hereafter devised, for the purpose of promoting KVD Beauty and the Product(s). Moreover, Creator grants KVD Beauty the rights to reshare the Content in both organic and paid advertising. KVD Beauty has no obligation to remove or delete posts to social media platforms or on archival portions of its website(s) that contain the Content after termination of this agreement. In addition, KVD Beauty retains the perpetual right to use the Content for archival purposes. Creator shall have no claim to compensation (other than as specified herein) and no claim (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use, alteration, blurring, distortion, faulty reproduction, fictionalization, illusionary effect, or use in any composite form of the Content. Furthermore, Creator agrees to release and forever discharge the Permitted Parties from and against any and all liabilities or claims whatsoever with respect to or in any way arising from the production of the Content and related activities hereunder (including, without limitation any liability for economic injury, personal injury, illness, property damage, or any other loss or any other harm). The parties acknowledge that the Content may be retained by third parties and may be available and accessible in print or other media, including, without limitation, online through third party websites, platforms, and/or services, whether during or after the Term, and that KVD Beauty will not be responsible or liable for such availability or accessibility or for the acts or omissions of third parties with respect to such materials.  

5. Intellectual Property. Except for references to the KVD Beauty name as part of social media posts that are expressly authorized herein, Creator has no right to use or refer to the KVD Beauty name or trademark or any other name or trademark of KVD Beauty or any of its affiliates for any purpose whatsoever, without KVD Beauty’s prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular name or trademark, and for the specific purpose, for which the approval was expressly given. By utilizing the TikTok Shop platform and creating Content featuring KVD Beauty or Products, Creator will grant KVD Beauty a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid up license to use and modify any and all intellectual property rights created in connection with, or during the performance of, this Agreement (“Work Product”). Creator shall not use any such Work Product at any time for any purpose except as expressly contemplated hereby. In addition, Creator hereby waives any and all “moral rights” in the Work Product.

6. Representations and Warranties. Creator represents and warrants that (a) Creator has the right to enter into this agreement and has no conflicting commitments or obligations that would interfere with Creator’s ability to perform the services and the rights herein granted; (b) in the Content, Creator shall clearly and conspicuously disclose Creator’s affiliation with KVD Beauty in accordance with the FTC Endorsement Guides; (c) any claims Creator makes about KVD Beauty or its products or services shall reflect Creator’s honest and truthful opinions; (d) Creator owns or controls the rights thereto or has received all necessary consents for all intellectual property shown, displayed, or referred to within the Content; and (e) Creator and the Content shall comply with all applicable laws, the highest industry standards, as well as the LVMH Group Supplier Code of Conduct at lvmh-supplier-code-of-conduct-april-2022.pdf (lvmh-static.com) and incorporated herein. In addition, Creator represents and warrants that any Content or other materials published by Creator hereunder represents fair, accurate, and truthful depictions of what is represented, and specifically:  (i) all Products depicted are the actual products, without any enhancement, alteration, or additional ingredients, (ii) any Products depicted were used in conformity with the instructions on the packaging, (iii) any demonstrations are depicted without any special effects or any other method which would enhance or alter the performance or appearance depicted, including without limitation filters or Photoshop.

7. Indemnification. Each party agrees to indemnify, defend and hold the other, and each of their parent, subsidiary and affiliated corporations and their respective directors, officers, employees, agents, successors and assigns, from and against any and all third party claims, loss, liability, injury, property damage, costs or damages arising from claims or causes of action for (a) their breach of this agreement or (b) their negligence or willful misconduct.

8. Miscellaneous. The parties are solely independent contractors, and Creator shall not be considered an agent or employee of KVD Beauty. These Terms contain the entire understanding between KVD Beauty and Creator with respect to the subject matter hereof and may not be altered or waived except by a writing signed by both parties, and shall be governed by the laws of California, applicable to contracts executed and performed entirely therein. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located or having jurisdiction in California, and Creator irrevocably submits to the jurisdiction of such courts and agree to waive any objection that such courts are an inconvenient forum for the resolution of such action.