COSMETIC EXECUTIVE WOMEN (CEW) INDIE BEAUTY AWARD Terms and Conditions Each year, CEW awards the Cosmetic Executive Women Indie Beauty Award (“Award”) to a small beauty company notable for its innovation and independent entrepreneurial spirit. By submitting an entry to the CEW Indie Beauty Award competition and by clicking the “I agree” button below, you, on behalf of your company (if applicable) (“You”), agree to abide by the following terms and conditions (“Agreement”) concerning the Award: Competition Entry Rules and Acknowledgements You will complete CEW’s official entry form, pay all applicable processing fees and comply with all participation requirements and guidelines and any other additional terms and conditions for the Award provided by CEW via the CEW Web Site. You understand that CEW is a not-for-profit organization of executives in the beauty industry, that CEW’s Board of Governors selects both the finalists and the winner of each year’s Award, and that neither You nor any person acting on your behalf may, directly or indirectly, take any action in an attempt to persuade or otherwise cause any member of the CEW Board of Governors to vote for You or any other company. If selected as an Award finalist, You will attend the CEW Beauty Awards Lunch to be held in the spring of next year. You acknowledge that CEW shall have no liability whatsoever for any costs, damages or losses incurred by You in connection with any claims arising out of the Award competition, including claims by fellow Award competition registrants, finalists or winners. CEW is not liable for any printing, typographical, electronic, technical or other error, act or omission that affects your eligibility for the Award. CEW may modify, postpone or cancel this Award event at any time for any reason, provided that if the event is cancelled CEW will refund your entry fees. If selected as an Award winner or finalist, You may state in promotions that You are a “CEW Indie Beauty Award Winner” or “CEW Indie Beauty Award Finalist” (as applicable) in marketing materials, but except as set forth below with respect to the Award Seal, you may not use CEW’s name or logo or the name of any CEW member, officer, or other representative in any other manner in any medium without CEW’s prior written consent. You acknowledge that an Award does not constitute an endorsement by CEW or any of its members of any company, product or product claim and therefore You may not indicate, directly or indirectly, in advertising or by any other means in any medium, that CEW or its members endorse You, your company’s product or any claims You make about your company’s products. License to Product Images As part of the competition entry process, You will upload images of your company’s product(s) to the CEW Web Site in accordance with instructions provided in the competition entry form and in the participation requirements page of the CEW Web Site. You will also provide additional product images requested by CEW for use in connection with Award materials, including promotional materials and presentation materials for the CEW Beauty Awards lunch. You grant CEW a non-exclusive, worldwide, royalty-free license (with the right to sublicense) to reproduce, distribute and publicly display your product images in any media in connection with the Award competition and thereafter on the CEW Web Site. Award Seal If You are selected as an Award finalist or winner, then CEW grants You a limited, non-exclusive, non-transferable, royalty-free and revocable license to use the designated Award Finalist or Winner seal (“Seal”) in the format we provide You on your company marketing materials, including advertising, signage and Web sites, and on company products and product packaging, and the right to sublicense these rights solely to third-party agents whose services are necessary for the purposes identified in this grant of rights. You further agree with respect to the applicable Award finalist or winner Seal that: 1. You will reproduce the applicable Seal only from the electronic artwork CEW provides You, and You will not alter the appearance of the Seal in any respect (except as to size) without CEW’s prior written permission; 2. Upon CEW’s request, You will submit to CEW for review any uses of the Seal and You will comply with any changes in the use of the Seal required by CEW in its sole discretion; 3. You will not use or allow anyone else to use the Seal in any manner other than as expressly provided by this Agreement; 4. You will abide by all of CEW's standards and policies, including all guidelines for reproducing the Seal, that CEW provides to You; 5. You acquire no right, title or interest in the Seal as a result of its use under this Agreement, all goodwill resulting from your use of the Seal shall inure to CEW’s benefit, and You shall not directly or indirectly attack, challenge, or otherwise contest CEW’s ownership or use of the Seal; 6. You will not indicate, directly or indirectly, whether in advertising or by any other means in any medium, that CEW or its members endorse You, your products, or any product claim, and You will not use the Seal, directly or indirectly, to misrepresent the nature of the Award made to You; and 7. CEW may terminate this Agreement at any time in its sole discretion, and upon any such termination You shall immediately stop using the Seal. Representations, Covenants and Warranties You represent, covenant and warrant that You (a) manufacture beauty products, are not owned in whole or in part by another company, have never won a CEW Indie Beauty Award, and as of next January 1, You will have conducted business for less than five years; (b) have the right to enter into this Agreement; (c) are the Award competition registrant about whom personal information is provided in the registration form; (d) have accurately identified yourself (and your company, if applicable) in the Award competition entry form; (e) have the right to grant CEW the license to product images described in this Agreement and such product images to not infringe any third-party copyright, trademark, right of privacy or publicity or any other applicable law, and the product image files You upload to the CEW Web Site do not contain any computer code or other malicious elements that will damage or disrupt the CEW Web Site, its contents or computer software or hardware in any manner; (f) consent to enter into this Agreement electronically; and (f) intend the entry of your registration information and selection of the “I agree” button” to constitute your electronic signature, as defined in 15 U.S.C. §7001 et. seq., signifying that You intend to be bound by the terms of this Agreement. Indemnification You will indemnify (and if requested, defend) CEW and its members, directors, officers, employees, agents and other CEW representatives (collectively, the “Indemnified Parties”) from and against any and all claims, suits, losses, damages, costs or expenses (including reasonable attorney’s fees) arising out of or in connection with any breach of your representations and warranties or any obligations under this Agreement, or that the Indemnified Parties may incur in connection with a third-party claim arising out of your company’s products and the manufacturing, labeling, advertisement, distribution or sale of your company’s products (including any product liability claims). General Provisions This Agreement, which includes the participation requirements and product guidelines linked to from this Agreement, constitute the entire agreement between You and CEW relating to its subject matter and may not be modified except in an amendment signed by both parties. This Agreement and the rights and obligations of the parties under it are governed by and should be construed, and all disputes arising under or out of or relating to this Agreement should be resolved, in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, except that any dispute regarding the use of electronic signatures to form this Agreement shall be determined pursuant to the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001 et. seq.