Detox + Debloat Challenge TERMS AND CONDITIONS

Thanks for considering our JSH Affiliates Program! We are excited to work with you! Since  we don’t get the opportunity to know every one of our brand ambassadors personally,  we’ve created some terms to set everyone’s expectations. JSH’s Affiliates Program event,  explained further herein, will run from 12:01AM PST November 1, 2024 until 11:59 PM  PST November 30, 2024 and will be dictated by these Terms and Conditions. PLEASE  READ THIS DOCUMENT IN ITS ENTIRETY BEFORE AGREEING TO BECOME OR TO  CONTINUE AS A JSHEALTH BRAND AMBASSADOR. 

DEFINITIONS 

When we say “Company,” “JSH,” “JSHealth,” “JSHealth Vitamins,” “we,” “our,” or “us” in  this document, we are referring to JSHealth Vitamins US, Inc.  

When we say “Product(s),” we mean any product created by JSH. 

When we say “Ambassador,” “Brand Ambassador,” “you” or “your,” we are referring to the  individual who wishes to be a JSH brand ambassador, and his or her employees, agents,  and business affiliates (as applicable). 

We sometimes refer to Ambassador and Company individually as a “Party” or collectively  as the “Parties.” 

When we say “Promo Link” or “Promo Code” we are referring to your unique Brand  Ambassador Promo Link and Promo Code used to promote the Product(s).  

When we say “Approved Media” we are referring to Facebook, Instagram, Twitter,  Pinterest, Snapchat, TikTok or YouTube. 

When we say “Account(s)” we are referring to your personal social media account(s) on  Approved Media. 

When we say “Talking Points” we are referring to brand promotion materials published by  JSH that Ambassadors may use when crafting posts on Accounts.  

When we say “Gross Merchandise Value” or “GMV” we are referring to the value of goods  sold via customer-to-customer or e-commerce platform calculated before the deduction  of any fees or expenses. 

BY ACCEPTING THESE BRAND AMBASSADOR TERMS AND CONDITIONS (THE “TERMS”),  YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE  TERMS. THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH JSH AND YOUR  PARTICIPATION IN THE JSH AFFILIATES PROGRAM (THE “PROGRAM”). IF YOU DO NOT  AGREE TO OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE DO NOT ACCEPT THE 

TERMS OR REQUEST OR PURCHASE A PRODUCT SAMPLE. IF AT ANY TIME YOU NO  LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE  WRITTEN NOTICE TO JSH AND CEASE ACTING AS A BRAND AMBASSADOR. 

IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION. BY  AGREEING TO THESE TERMS, YOU ACCEPT THAT YOU MUST RESOLVE ANY CLAIM THAT  YOU MAY HAVE AGAINST THE COMPANY ON AN INDIVIDUAL BASIS IN ARBITRATION, AS  DESCRIBED IN MORE DETAIL BELOW IN THE DISPUTE RESOLUTION SECTION. THIS WILL  PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE  ACTION AGAINST THE COMPANY. IT ALSO WILL PRECLUDE YOU FROM PARTICIPATING  IN, OR RECOVERING RELIEF UNDER, ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR  REPRESENTATIVE ACTION BROUGHT AGAINST THE COMPANY BY SOMEONE ELSE. 

By accepting these Terms and participating in the Program, Ambassador agrees as follows: ELIGIBILITY 

To become an Ambassador of the Company, you must: 

  • Be 18 years of age or older; 
  • Have read, understand, and agreed to the Terms; 
  • Have no medical condition that prevents you from taking the Products; 
  • Maintain and actively use at least one Approved Media (e.g.: personal social media  account on Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok or YouTube).  
  • Have read, understand, and agreed to any and all applicable Approved Media terms  and conditions related to promoting a brand, product, or service; 
  • Be in good standing with the Federal Trade Commission (“FTC”); and 
  • Comply with all FTC guidelines, including but not limited to the FTC’s Disclosure  Requirements for Social Media Influencers, and other applicable laws and  regulations. 

JSH reserves the unconditional right to deny or terminate an Ambassador. It is understood  and agreed that by becoming an Ambassador, JSH is under no obligation to provide you  with any free Product outside of Product JSH agrees to provide as part of JSH’s Affiliates  Program. Ambassador is responsible for purchasing any additional Product in order to  fulfill your obligations under the Terms. 

ENGAGEMENT

In exchange for certain compensation, products and/or experiences, and other good and  valuable consideration (the receipt and sufficiency of which is hereby acknowledged), you  agree to use your best efforts to market and promote the Products and JSH brand on your  Accounts (the “Services”), subject to these Terms. 

By accepting these Terms, you agree to perform the following Services: 

  • Create and post photo, video, and/or written content promoting JSH, Products  and/or any related campaigns or services as JSH may request from time to time  (“Content”). For avoidance of any doubt, Content includes any and all content,  posts, photos, videos, pictures, writings, or any other work product that you create  as part of the Services or otherwise related to the work product you create for JSH or  at JSH’s request. 
  • Share and promote your promo code and promo link to encourage your followers to  purchase JSH Products. 
  • Promptly respond to communications from any of your followers related to JSH or  Products. 
  • Promptly respond to communications from JSH representatives in text, email,  phone, or any other form. 
  • If requested by JSH, participate in educational and training programs related to JSH,  Products, or the Program. 
  • Comply with any and all applicable Approved Media terms and conditions related to  promoting a brand, product, or service. 

COMMISSION AND PRIZES 

Ambassador acknowledges that you shall forfeit any compensation or prizes earned, as  outlined below, if you do not claim such amounts within one (1) month of reaching  each brand ambassador level, if you are ineligible to receive such compensation for any  reason, including based on your location, or if you fail to validate any sale at the request of  JSH. You may not request compensation based on total Gross Merchandise Value if  you are no longer part of the JSH Affiliates Program. Compensation is determined and  total Gross Merchandise Value are deemed final at the sole discretion and decision of JSH.  JSH also reserves the right to change the frequency and dates of your compensation  payouts. 

In consideration of the Services you provide and the rights you grant to JSH with respect to  the Content, as further provided herein, you will be entitled 20% commission on sales generated using your Promo Link or Promo Code and to the following prizes at the following  total Gross Merchandise Value amounts: 

Red Level Brand Ambassador: if you generate $5,000 in total Gross Merchandise Value  using your unique Promo Link or Promo Code, you will be entitled to one 128GB iPhone 16  in the color of your choosing.  

Orange Level Brand Ambassador: if you generate $10,000 in total Gross Merchandise  Value using your unique Promo Link or Promo Code, you will be entitled to one of the  following two items: one Amazon gift card in the amount of $2,000 USD OR one Mini  Diamond Tennis Bracelet from Ring Concierge in the color of your choosing.  

Yellow Level Brand Ambassador: if you generate $20,000 in total Gross Merchandise  Value using your unique Promo Link or Promo Code, you will be entitled to one of the  following two items: one Four Seasons gift card in the amount of $4,000 USD to be used  anywhere in the United States OR Medium (36 x 27.5 x 16.5 cm) Dior Book Tote in the color  of your choosing.  

Green Level Brand Ambassador: if you generate $50,000 in total Gross Merchandise  Value using your unique Promo Link or Promo Code, you will be entitled to one of the  following two items: one Chanel Mini Classic handbag, Lambskin & gold-tone metal, black  OR one two person Infared Sauna from Sun Home Saunas.  

Blue Level Brand Ambassador: if you generate $100,000 in total Gross Merchandise  Value using your unique Promo Link or Promo Code, you will be entitled to one of the  following two items: one Rolex GMT-Mater II, Oyster, 40mm, Oystersteel OR one Cartier  Love Bracelet, Classic Model, Brushed, 4 Diamonds.  

Purple Level Brand Ambassador: if you generate $250,000 in total Gross Merchandise  Value using your unique Promo Link or Promo Code, you will be entitled to one of the  following two items: one 2024 Jeep Wrangler 2-Door Sport Model in Bright White exterior  paint and black cloth seats, manual transmission, 17-inch x 7.5-inch black-styled wheels.  

These prizes are stackable, and claiming a lower level Ambassador prize will not prevent  you from later claiming a higher level Ambassador prize if and when you generate the  necessary total dollar amounts outline above. Commission may be paid out upon request  at JSH’s convenience. In lieu of prizes, Ambassadors may elect to receive a cash payment  equivalent to 70% of the value of the prize options at each applicable Brand Ambassador  Level. Ambassador understands that JSH, in its sole discretion, may pay the Ambassador  70% of the value of the prize options at each applicable Brand Ambassador Level if the  prize(s) are unavailable at the time the Ambassador requests the prize. Ambassador  understands that JSH has the right to change prizes at JSH’s sole discretion at any time. 

Commission or prizes will not be paid or awarded based on any sales or amounts for any  returned Product or any orders that JSH, in its sole discretion, to be in violation of these  Terms, including but not limited to attributed to spam, credit card fraud, unauthorized use  of your promo link or promo code, unauthorized use of JSH’s trademarks, copyrights,  logos, or other intellectual property, or use of any unauthorized claims.  

You should clearly advise your followers/customers to use your Promo Link or Promo Code  to purchase JSH Products in order for you to receive Gross Merchandise Value. While JSH  makes every reasonable effort to accurately track and pay commissions for all  Ambassador sales, JSH is not responsible for and will not be held liable for any technical  difficulties, outside events, actions by other ambassadors, or other uncontrollable events  that may disrupt or interfere with JSH’s ability to track sales or pay commissions. JSH has  the right to pay commissions to any other person, in its sole discretion. 

You are solely responsible for any and all tax obligations, if any, due to any taxing  authorities arising from or in connection with compensation paid to you by JSH in  connection with the Program. JSH reserves the right to withhold compensation pending an  investigation of suspected fraud or misrepresentation of associated Gross Merchandise  Value for orders or referrals that were obtained fraudulently or through misrepresentation. 

JSH will make commercially reasonable efforts to allow you to track your total Gross  Merchandise Value via the Tik Tok Seller Center. 

DISCLOSURE OF MATERIAL CONNECTION 

As otherwise provided herein, you must include a disclaimer with all Content that you  share publicly stating your “material connection” (as defined by the FTC) to JSH and the  fact that you have been compensated or otherwise incentivized to post the Content. For  example, you must disclose the fact that Content is “sponsored by JSH” (such as by  prominently displaying #JSHPartner” or “#sponsored”) or an “advertisement” (such  as by prominently displaying “#ad”) or that you are paid commissions (such as by  prominently displaying “#paid”). Such disclosure must be made in close proximity to any  statements that you make about JSH or JSH’s Products and must comply with any  instructions or directions provided by JSH and all applicable laws, regulations,  administrative guidelines, codes, orders and ordinances, including but not limited to the  FTC’s Disclosure Requirements for Social Media Influencers including, but not limited to: 

  • Disclosures 101 for Social Media Influencers; 
  • Guides Concerning the Use of Endorsements and Testimonials in Advertising; ● Endorsement Guides: What People Are Asking.

This disclosure should be clear and prominent enough for customers to view it when they  are reading or otherwise viewing any of the Content. In addition, the customer should not  be required to click on, scroll down, or mouse over a link in order to view the disclosure.  Further, if the Content includes a video, the disclosure should be made both verbally  during the video and displayed in text accompanying the video. Please note that this  disclosure is required regardless of any space limitations of the medium, where the  disclosure can be made via hashtags, such as #sponsored, #paid or #ad. 

Note that while JSH may provide required disclosures (e.g., #JSHPartner”) and  recommended promotional verbiage, JSH shall not be responsible for any failure by you to  comply with any applicable laws, regulations, administrative guidelines, codes, orders and  ordinances or any failure by you to obtain all third-party clearances and permissions with  respect to Content you post. 

IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE  DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE  TERMINATION, WITHOUT ANY COMPENSATION OR LIABILITY TO YOU. 

INTELLECTUAL PROPERTY RIGHTS 

Ambassador’s Content and Attributes. For the Services which you are providing under  these Terms, and without limiting JSH’s ownership of the JSH Intellectual Property (as  defined below) as provided herein, you hereby grant JSH the irrevocable, sublicensable,  worldwide right and permission to use any Content, in any manner, in whole or in part, and  for any purpose in any and all media (now existing or hereinafter developed), including  without limitation, on JSH’s owned or controlled websites and platforms, third-party  websites (including retailer websites and/or third-party marketplaces), social media,  television, billboards, any advertising materials, publications, marketing materials, point of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You  acknowledge and agree that your Content, including any statements, comments, posts  and/or feedback that you provide in connection with the Services or the Program, may be  paraphrased, amplified, shortened, put into conversational form, and/or edited to correct  grammatical and/or spelling errors. 

By accepting these Terms, you acknowledge that participation in the Program means JSH  has the irrevocable right to use your Content and include your name, likeness, image,  photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography,  statements, avatar, and/or social media name and/or handle and any other indicia or other  attributes in any manner that JSH determines supports the purposes of the Program, in  JSH’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the  rights granted by you to JSH with respect to your Content are granted without  compensation to you other than what is provided in the Terms. 

Ambassador’s Rights to JSH Intellectual Property and JSH Platforms. JSH hereby grants  you, a non-exclusive, non-transferable, revocable, limited license to use and display JSH’s  trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising  and marketing material (collectively, “JSH Intellectual Property”) solely in the form and  format provided to you through the Program, and solely for the purpose and in the manner  specifically authorized by JSH. You acknowledge JSH’s exclusive right, title and interest in  and to the JSH Intellectual Property and the goodwill pertaining thereto, that any use of the  JSH Intellectual Property by you does not create any ownership, license or other right or  interest in or to the JSH Intellectual Property by you except as specifically set forth herein  and that all use of the JSH Intellectual Property by you shall inure to the benefit of JSH. You  agree that you shall not, challenge, or assist in any challenge to, the validity or exclusivity  of JSH’s ownership of the applicable JSH Intellectual Property. 

Further, JSH and its licensors retain all ownership rights in their proprietary platforms,  software, websites and technology, including any updates, enhancements, modifications  thereto or any back-end technology associated therewith (collectively, “JSH Platforms”). 

By accepting these Terms, you agree that you will not: 

  • Copy, rent, lease, sell, distribute, or create derivative works based on the JSH  Platforms in whole or in part, by any means, except as expressly authorized in  writing by JSH; 
  • Use any JSH Intellectual Property without JSH’s prior written permission; 
  • Use or launch any automated system, including, “robots,” “spiders,” or “offline  readers,” to send messages to the JSH Platforms or systems; 
  • Use the JSH Platforms in any manner that damages, disables, overburdens, or  impairs any of JSH’s websites or interferes with any other party’s use of the JSH  Platforms; 
  • attempt to gain unauthorized access (or exceed any authorized access) to the JSH  Platforms; 
  • Access the JSH Platforms other than through the JSH interface; or
  • Use the JSH Platforms for any purpose or in any manner that is unlawful or  prohibited by these Terms. 

EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE JSH  PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.  EXCEPT AS OTHERWISE SET FORTH HEREIN, JSH DISCLAIMS ALL WARRANTIES AND  CONDITIONS OF ANY KIND WITH REGARD TO THE JSH PLATFORMS INCLUDING ALL  IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

Third-Party Licenses. You shall be solely responsible for obtaining any required licenses,  permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third-party content incorporated into the Content by you, as  necessary for JSH to make full and unrestricted use of the Content as set forth herein,  including by way of example and without limitation, requiring all individuals appearing in  any Content, to sign an authorization, consent and release form and granting to JSH all  license and publicity rights necessary for JSH to make use of the name, likeness, image,  photograph, distinctive appearance, gestures, mannerisms, biography, statements,  avatar, and/or social media name and handle and other indicia of such individual  contained in the Content. Upon request by JSH, you will provide JSH with copies of such  licenses, permissions, approvals or consents. 

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF AMBASSADOR By accepting these Terms, you represent and warrant that: 

  • You have the capacity and authority to enter into these Terms; 
  • You are responsible for any and all activity undertaken in connection with your  participation in the Program and performance of the Services; 
  • You are not a party to any agreement or subject to any law that restricts your  performance of your obligations under these Terms; 
  • You have the right to assign the Content to JSH (as further discussed above), and  the Content will be original and does not and will not infringe upon any copyright,  patent, trademark, right of publicity or privacy, or any other proprietary or other right  of any person; 
  • You will include “#JSHPartner” prominently in the caption or other text  accompanying Content posted to Approved Media and/or your Accounts and  expressly disclose your partnership with JSH in the caption or other text accompanying your Content post and, when applicable, in the audio of your  Content posted; 
  • You will at all times market, promote, and sell the Products in compliance with all  applicable laws, regulations, rules, administrative guidelines, policies, codes,  orders and ordinances, including without limitation, all privacy and data security  laws and the terms and conditions of all applicable third-party websites, platforms  or applications, including by making disclosures in accordance with the FTC's  requirements for social media influencers, as further provided herein, in rendering  the Services; 
  • You will at all times market, promote, endorse and sell the Product using only  approved claims as provided by JSH in product Talking Points and as available on  the JSH website; 
  • You will conduct yourself at all times with the highest degree of professionalism,  provide the Services with commercially reasonable skill and care in a competent  and professional manner, behave in a legal, ethical and business-like manner, and  maintain the highest standards of integrity, honesty and responsibility in your  dealings with JSH, its staff, customers, followers and representatives; 
  • You will represent JSH Products in a positive, truthful and sincere manner and not  engage in any activity or action that may damage or be harmful to the reputation,  goodwill or interests of JSH, any Product, or any of Company’s associates,  employees, directors, officers, agents, partners or affiliates; 
  • You will not commit any act which brings JSH into public disrepute, contempt,  scandal, or ridicule, or which insults or offends any of JSH’s customers,  competitors or the general community to which JSH’s advertising materials are  directed, or which might tend to harm JSH or any of JSH’s Products and/or services  including, without limitation, disparaging JSH or any of JSH’s Products and/or  services; 
  • You will not use JSH’s name, or any trademarks, copyrighted materials, or other  intellectual property of JSH in any advertising, social media, or in literature other  than material published by JSH, without first obtaining the express written  permission of JSH, except as expressly provided in these Terms; and 
  • You will comply with the Terms and JSH’s website Terms of Service , Privacy Policy,  and House Rules.
  • You will comply with any and all applicable Approved Media terms and conditions  related to promoting a brand, product, or service. 
  • RESTRICTIONS / PROHIBITIONS 

By accepting these Terms, you agree and understand that if any Content posted by or  associated with you is deemed offensive, inappropriate, in violation of any Approved Media  terms and condition, or used incorrectly in JSH’s sole discretion, JSH has the right, at its  sole discretion, to suspend or terminate your account and/or participation in the Program.  JSH reserves the right to withhold and shall not be liable to pay any compensation to you  for any such Content if you do any of the following, each a material breach of the Terms: 

  • Make any representations or warranties on behalf of JSH, other than the ones  contained in JSH’s published marketing and promotional information (e.g., JSH  provided Talking Points); 
  • Make unsubstantiated claims about Products, including but not limited to  claims that the Products are intended to diagnose, treat, cure or prevent any  disease; 
  • Promote any use of Products that has not been approved by JSH, including but not  limited to claims that the Products are intended for or suitable for use by children; 
  • Fail to comply with any of the Terms; 
  • Fail to comply with any and all applicable Approved Media terms and conditions  related to promoting a brand, product, or service; 
  • Promote JSH Products through unsolicited or spam emails or otherwise violate any  laws, regulations, rules, administrative guidelines, policies, codes, orders and  ordinances, regulating electronic communications; 
  • Engage in, promote, link or contribute to, or create a platform for, the publishing,  hosting, or promotion of sexually explicit materials, scantily clad images or video,  violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening,  defamatory, obscene, harassing or otherwise objectionable to JSH in JSH’s sole  discretion; 
  • Are convicted of or are alleged to have committed any illegal activity; 
  • Transmit messages or images inconsistent with the positive images and/or goodwill  with which JSH wishes to associate, in JSH’s sole discretion;
  • Engage in, promote, or contribute to any activity, software, or materials that may  divert commissions from other participants in the Program; 
  • Engage in, promote, or contribute to any illegal activity or violate JSH’s or any third party’s legal rights, and/or intellectual property rights; 
  • Engage in “spam” advertising, send unsolicited commercial email, post  commercial messages to any forum that prohibits such messages, or engage in any  other advertising or marketing practices that are deceptive, misleading, false,  fraudulent, or otherwise objectionable, in JSH’s sole discretion; 
  • Generate or send any email messages using or containing JSH’s brand name, logos,  or any variation thereof, trademarks, likeness, images, and videos, without JSH’s  express prior written permission, except as expressly provided in these Terms; 
  • Use JSH’s banners, brand name, logos, trademarks, likeness, images, and videos,  on your own website(s) in a manner that is likely to cause market and/or consumer  confusion, in JSH’s sole discretion; 
  • Use JSH’s brand name or trademarks in connection with your name, username, or  social media handle; 
  • Create or link to a website that copies, resembles, has the look and feel of or  creates the impression that it is the JSH website or any other platform of JSH, in  JSH’s sole discretion; 
  • Read, intercept, record, redirect, interpret, or fill in the contents of any electronic  form or other materials submitted to JSH by any person or entity; 
  • Use any promotional coupon or code that is not provided to you by JSH for the  Program, or run any ad with any of JSH’s URLs offering brand ambassador  commissions; 
  • Sell or re-sell any of the JSH Products, or offer a cash incentive or discount on JSH  Products as a means of promotion other than promo codes or promo links provided  to you as part of the Program; 
  • Uses your credit or debit card to purchase Products for a customer or another  brand ambassador, or place a product order using someone else’s credit or debit  card without the credit or debit card owner’s written permission; 
  • Engage in any fraudulent activity or other activity that would falsely or artificially  increase or affect the number of your followers, “likes” or other indicators of your  audience or reach on any applicable Approved Media;
  • Create more than one (1) unique Promo Link or Promo Code; 
  • Modify price information regarding JSH’s Products or offers on your own website; 
  • Create, link to, or host any type of shopping cart between JSH’s website and your  own website; or 
  • Take any action (or fail to take an action), that is deemed to be unsuitable to JSH, in  JSH’s sole discretion. 

By agreeing to these Terms, you agree that JSH has the unconditional right to: 

  • Preview your Content from time to time upon request and to request changes to  and/or removal of Content in its sole discretion; 
  • Monitor your Accounts at all times to ensure compliance with the Terms; 
  • Notify you of any changes to your Content or Accounts that JSH feels should be  made; 
  • Pause, suspend, or terminate your participation in the Program if you do not make  any changes to your Content or Accounts that JSH feels, in JSH’s sole discretion,  are necessary or appropriate; 
  • Withhold any compensation on any sales deemed, in JSH’s sole discretion, to have  been made in violation of the Terms; and 
  • Suspend or terminate your participation in the Program immediately and without  notice to you should JSH suspect that you have committed fraud or otherwise  violated the Terms. If such fraud or abuse is detected, JSH shall not be liable to you  for any commissions for such fraudulent sales. 

CONFIDENTIAL INFORMATION 

JSH may disclose to you confidential or proprietary information and trade secrets from  time to time (collectively, “Confidential Information”). JSH’s Confidential Information  includes, without limitation, all non-public or proprietary information and JSH Intellectual  Property, including, but not limited to specifications, ingredients and other proprietary  information relating to the JSH Products, sales figures, software passwords, customers,  names and contact information, event format, presentation content, inventions, financial  information, business plans, business processes, marketing plans, marketing strategies,  marketing copy, financial projections, financial plans, personal information of employees  and agents, sponsorship strategies, relationships with vendors, technical data, software  designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business, and other  future plans. For the avoidance of doubt, Confidential Information includes non-public  information shared with you via email or other communications from JSH related to the  Program. You agree to hold all Confidential Information in the strictest confidence and not  

to disclose the Confidential Information to any third party. You agree that JSH is (and will  remain) the sole and exclusive owner of all right, title and interest in and to the Confidential  Information, and all JSH Intellectual Property. You further agree that you will not, and will  not cause any of your employees other agents to, use JSH’s Confidential Information for  the benefit of anyone other than JSH. You agree not to use JSH’s Confidential Information  for any purpose except in the performance of your obligations under these Terms. You  acknowledge and agree that the disclosure of the Confidential Information to third parties  or the unauthorized use of the Confidential Information or JSH’s Intellectual Property  would cause substantial and irreparable harm and injury to JSH’s ongoing business for  which there would be no adequate remedy at law. Accordingly, in the event of any breach  or attempted or threatened breach of any of the terms of this Section, JSH shall be entitled  to receive injunctive and other equitable relief, without limiting the applicability of any  other remedies. 

TERM AND TERMINATION 

The term of these Terms shall begin upon your acceptance of these Terms and will end  when terminated by either Party in writing (the “Term”). Your participation in the Program  and these Terms may be terminated by JSH immediately at any time, with or without cause,  upon JSH’s written notice to you; and by you upon thirty (30) days written notice by you to  JSH. In the event of cancellation or termination by you for any reason or by JSH for a breach  of the Terms by you, in addition to the termination rights hereunder, JSH shall be entitled to  recover all costs (including attorney’s fees) in the enforcement of JSH’s rights hereunder  and, if you have been paid in advance, JSH shall be entitled to a refund of any  compensation advanced to you; or, as applicable, you shall waive all rights you have  hereunder, including but not limited to any rights to compensation otherwise earned prior  to the applicable payment date. JSH may terminate these Terms and all other agreements  between JSH and other brand ambassadors if JSH elects to cease business operations,  dissolve JSH, or terminate its business. Upon the termination of these Terms, all limited  licenses granted to you hereunder shall cease and you shall cease to hold yourself out as  brand ambassador of JSH. 

The rights and obligations related to Intellectual Property Rights, Confidentiality,  Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or  termination of these Terms.

INDEPENDENT CONTRACTOR 

In providing the Services to JSH, you acknowledge and agree that your relationship with  JSH is that of an independent contractor and it is expressly understood and agreed that  nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and JSH. You  are solely responsible for all of you own income, social security, unemployment, sales,  disability and any other applicable taxes arising out of your performance of the Services  under these Terms, as required by applicable laws and regulations. You understand and  agree that JSH will not withhold or make payments or contributions on your behalf. You  agree to indemnify and defend JSH against any and all such taxes or contributions. You are  also responsible for all costs, liabilities and expenses you may incur in connection with  performing the Services under these Terms. 

INDEMNITY; LIMITATION OF LIABILITY 

Indemnity. You agree to at all times defend, indemnify and hold harmless JSH (including,  without limitation, its parent entities, all related and affiliated entities and their respective  directors, officers, shareholders, employees, agents and representatives) from and against  any and all claims of whatever nature, including without limitation: (i) any violation of any  law, regulation, rule, administrative guideline, policy, code, order and ordinance  committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your  participation in the Program, and/ or your breach of any obligation, representation or  warranty set forth in the Terms. Your obligation to indemnify and defend JSH as set forth in  this Section shall include reimbursement of any and all legal fees and related costs and  expenses incurred by JSH in connection with any such claim. 

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO  EVENT SHALL JSH OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU OR ANY  THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL,  SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS  OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING  OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE  TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II)  WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR  OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL JSH’S  CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER  BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AMBASSADOR  PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE  TO THE CLAIM. 

Disclaimer. JSH MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES  REGARDING JSH’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED  BY JSH OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED  BY JSH, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND  EXCLUDED. IN ADDITION, JSH MAKES NO REPRESENTATION THAT THE OPERATION OF  ANY JSH WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND JSH IS NOT LIABLE  FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 

MISCELLANEOUS; ADDITIONAL TERMS 

These Terms constitute the entire agreement between the Parties relating to this subject  matter and supersedes all prior or contemporaneous oral or written agreements  concerning such subject matter. 

In the event any provision, clause, sentence, phrase, or word hereof, or the application  thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or  unenforceability shall not affect the validity or enforceability of the remainder hereof, or of  the application of any such provision, sentence, clause, phrase, or word in any other  circumstances. 

The waiver by either Party of a breach of any provision of these Terms by the other Party  shall not operate or be construed as a waiver of any other or subsequent breach by the  other Party. 

JSH may modify these Terms at any time and its sole discretion. These modifications may  include, but are not limited to, changes in the amount of compensation, rate of  commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with JSH. If you  continue providing Services following the posting of any modification or change to any of  the Terms, it will be considered as your acceptance of the change. 

You may not subcontract or otherwise assign, transfer or delegate any of your rights, duties  or obligations under these Terms. 

JSH may assign, transfer, or delegate its rights, duties and obligations hereunder to any  third- party acquirer of the business of JSH, and following such an assignment, transfer  and delegation, JSH shall have no further duties or obligations hereunder.

Subject to the “Arbitration Agreement” provisions below, these Terms shall be governed by  and construed in accordance with the laws of the State of California, without regard to any  conflicts of law provisions. To the extent that your agreement to arbitrate is not deemed to  

apply, you expressly agree and personally submit to the exclusive jurisdiction of the state  and federal courts of the State of California to adjudicate and resolve any dispute with JSH,  its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication  providers and content providers or in any other way relating to the website, including,  content or user content. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL  OR TO CLAIM THAT THE STATE OF CALIFORNIA IS AN INCONVENIENT FORUM TO HEAR  CLAIMS AND DISPUTES. 

Any dispute or claim arising out of or relating in any way to the Platform, these Terms or the  Products will be resolved exclusively by final and binding arbitration, rather than in court,  except that you may assert claims in small claims court if your claims qualify. Also, this  Arbitration Agreement will not preclude any action for injunctive relief in aid of arbitration.  This Arbitration Agreement applies to any dispute or claim between the parties and/or their  parents, subsidiaries, employees, agents, officers, or owners (who shall be third-party  beneficiaries of this provision). The Federal Arbitration Act and federal arbitration law apply  to this Arbitration Agreement. 

BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO  GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. The arbitration will be  conducted by a neutral arbitrator, rather than by a judge or jury. The arbitrator can only  award on an individual basis and must rely on these Terms of Service. The arbitration will  be administered by the American Arbitration Association ("AAA") and conducted under  AAA's Commercial Arbitration Rules and the Supplementary Procedures for Consumer  Related Disputes (collectively, the "AAA Rules") then in effect at the time of the dispute.  The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Either party  may initiate arbitration by providing written notice to the other party and filing a demand with the AAA. Payment of all filing, administration, and arbitrator fees will be governed by  the AAA’s rules. We will NOT reimburse those fees to the AAA for claims the arbitrator  determines the claims are frivolous or brought for an improper purpose. You may choose  to have the arbitration conducted by telephone, based on written submissions, or in  person in the county where you live or at another mutually agreed location. 

We each agree that any dispute resolution proceedings will be conducted only on an  individual basis and not in a class, consolidated, or representative action. You do not have  the right to act as a class representative or participate as a member of a class of claimants  with respect to any claim submitted to arbitration. The arbitrator may not consolidate more than one person's claims against a party and may not preside over any kind of  representative or class proceeding. You acknowledge that this class action waiver is  material and essential to the arbitration of any disputes between the parties and is non severable from the agreement to arbitrate claims. YOU UNDERSTAND THAT BY AGREEING  TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST US IN AN  INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED  CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU HAVE ALREADY USED THE  WEBSITE OR SERVICES AND YOU DO NOT AGREE TO THE FOREGOING TERMS AND  CONDITIONS, YOU MUST TELL US IN WRITING AND STOP USING THE SITE, PRODUCTS  AND SERVICES. 

Each Party agrees to do all such acts, matters and things and shall sign or execute and  deliver all such documents as may in the reasonable opinion of the other Party be  necessary or expedient to further and more effectually carry into effect the provisions of  these Terms.