This Content License Agreement (“Agreement”) is a legal agreement between you, as either an individual or an authorized representative of your organization (“You”), and Carol Cole Company, a California corporation (“NuFACE”), for the limited purpose of acquiring content created by You, or where applicable, engaging You to create professional-quality custom brand-integrated (collectively, the “Content”) to endorse and promote NuFACE’s cosmetic devices and skin care products produced or sold by NuFACE under the brand name NuFACE® or Carol Cole Company (the “Products”), through NuFACE’s designated social media outlets, websites, email and paid media (“Platforms”).

By clicking on the “Accept” button below, You acknowledge that you have read and understand this Agreement and You agree to be bound by the terms of this Agreement.  If You do not wish to be bound by the terms and conditions of this Agreement, do not click “Accept.”  If You click “Accept”, You accept all terms and conditions of this Agreement.

After You accept this Agreement, NuFACE will provide You, as compensation (“Compensation”), the Products that are, or will be, included in the Content.  You acknowledge that the Compensation represents the entire compensation regarding this Agreement and NuFACE shall have no other obligation for any other compensation or reimbursement of expenses or costs incurred by You arising from the performance of this Agreement unless otherwise agreed to by the parties in writing. 

If Content is created by You at the request of NuFACE, such Content shall be considered a “work made for hire” and NuFACE is the “person for whom the work was prepared”. As between the parties, NuFACE is the author and/or owner, as appropriate, of the Content for purposes of patent, copyright or trademark law and is entitled to secure patent, copyright and trademark protection in NuFACE’s name, if and as applicable, and You agree to cooperate with NuFACE as reasonably necessary for NuFACE to secure such patent, copyright and trademark protection.

To the extent that the Content and any intellectual property rights therein or related thereto are deemed or treated as not “works made for hire,” You hereby expressly and irrevocably assign to NuFACE all of your

right, title and interest in and to the Content and any and all intellectual property rights therein or related thereto.  You acknowledge and agree that NuFACE may, among other things, grant the right to use the Content without attribution to You, including the right to use the Content in perpetuity for future advertising in any medium.

NuFACE shall maintain ownership of all intellectual property owned by NUFACE and You will not acquire any ownership rights whatsoever in NuFACE trademarks, name, logos, or other intellectual property by virtue of this Agreement. You agree that all uses of NuFACE’s trademarks, name, logos, and other intellectual property will be approved by NuFACE in writing prior to use and such use shall be limited to the specific use approved in writing by NuFACE.

You may also receive, have access to and create documents, records and information of a confidential and proprietary nature to NuFACE and its customers and clients.  You acknowledge and agree that such information is an asset of NuFACE, its customers or clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of NuFACE and its customers or clients, must be kept strictly confidential and used only in the performance of this Agreement by You (“Confidential Information”).  You agree that You will not use, disclose, communicate, copy or permit the use or disclosure of Confidential Information for the benefit of You or for the benefit of another in any manner whatsoever except to employees or authorized representatives of NuFACE, or as otherwise directed by NuFACE during the performance of this Agreement by You, and thereafter only with the written permission of NuFACE. Confidential Information does not include any information that is or becomes generally publicly available or is required to be disclosed by law (other than as a result of a violation of this Agreement by You).  Upon the expiration or earlier termination of this Agreement or upon the request of NuFACE, You will return to NuFACE all Confidential Information, and all copies or reproductions thereof, in your possession or control. 

NuFACE may, in its discretion, immediately remove the Content from the Platforms if, at any time, NuFACE determines that either (i) You have breached the terms of this Agreement or the Terms of Service, or (ii) Your continued association with NuFACE or the Product is damaging to the business or reputation of NuFACE or its Product.

NuFACE believes in full transparency and in the full, fair and effective disclosure of material facts relating to the relationship with NuFACE. If Content is created by You at the request of NuFACE, You agree to adhere to the Federal Trade Commissions’ Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”). You agree to comply with the FTC Guides and not to speak about or refer to NuFACE, directly or indirectly, without disclosing that NuFACE paid You Compensation, including, but not limited to when blogging or speaking about NuFACE or the Product. NuFACE has the sole discretion to approve the form of any such disclosure, but in all cases, it shall appear clearly and conspicuously and in close proximity to any statements You make about NuFACE or the Product. NuFACE also recommends You add the “nofollow” attribute to instruct search engines that the hyperlink should not influence the ranking of the link’s target in the search engine’s index.

You hereby affirm, represent and warrant to NuFACE that all representations and warranties made by You, including, but not limited to, those relating to ownership, accuracy and truthfulness of the Content created by You will be true, complete and accurate.  Additionally, You hereby represent and warrant that You have the full right, power and authority to enter into this Agreement and that You have read, understood and agree to this Agreement and the Terms of Service, including the procedures through which the same may be updated.

This Agreement shall be governed and construed for all purposes under and in accordance with the laws of the State of California, without regard to choice of law principles.  Venue for any dispute shall be in the State of California, County of San Diego.