Below are the terms and conditions (the “Terms”) for your participation in the Brown Beauty Media Inc, d/b/a/ Healing Is The New Sexy (“HITNS”) Contributor Program. For good and valuable consideration (including the opportunity to have the Work (as defined below) published and credited to you if published), the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Certain Definitions.

(a) “Contributor Websites” means, collectively, the websites and/or mobile or other properties owned or operated by Contributor or its affiliates or otherwise agreed upon by the parties from time to time, and any successor website(s), and their mobile and other counterparts. (b) “HITNS Websites” means HealingIsTheNewSexy.com and any other website, mobile or other property owned and operated by HITNS or its affiliates, and corresponding social media outlets (e.g. Facebook, Instagram, Twitter, Pinterest, TikTok, YouTube, etc. pages). All other defined terms shall have the meanings ascribed to them in this Agreement or the preamble hereto.

2. Confidentiality.

(a) You acknowledge that we may provide you, as a Contributor with information about corporate affairs, trade secrets and other confidential and proprietary information of and about HITNS and its business, customers and suppliers, including but not limited to:  marketing, promotional, package and advertising strategies, programs and studies, and other information not readily available to the public, whether disclosed in writing, orally or otherwise (collectively, the “Confidential Information”). (b) You agree that you will not, without HITNS’s prior written consent, either while rendering services hereunder or at any time thereafter, directly or indirectly publish, disclose or use, any Confidential Information of HITNS whether such Confidential Information is provided in writing, verbal or any other form.  You further understand that it is the intent of HITNS to protect and preserve the confidentiality of its methods and operations, and that without agreeing to the terms of these Terms, you would not be permitted participate in this program.

3. Ownership of Materials.

(a) Contributor agrees that the Work (as defined below) will be provided in a timely manner in accordance with the qualifications and requirements provided by HITNS. You represent and warrant that the Work is your original work, that you have the right to sell the Work, that there has been no prior sale, publication or transfer of rights of the Work or any part of it, that publication of the work will not infringe upon any other person’s copyright or other rights, that publication of the Work will not infringe, misappropriate, or otherwise violate any other rights of any third party, including but not limited to intellectual property rights, rights of privacy or publicity and rights relative to defamation, and that you have obtained all waivers of rights or releases which may be necessary at no cost to HITNS. You further represent and warrant that you are not a member or fall under any union, guild or collective bargaining agreement, in each case which would affect the performance or ownership of the Works in any manner. You agree to indemnify and hold harmless HITNS, its affiliates, and their respective officers, directors, employees and agents, from and against any and all liabilities, losses, damages, costs and expenses (including attorneys’ fees) arising from any claim (including third party claims) or allegation of your breach of any of these representations and warranties. You agree to cooperate in the defense of any legal action, which may be brought against HITNS arising from the publication or use of the Work. You agree not to commit any act that indicates dishonesty or moral turpitude or that otherwise could materially injure the HITNS’s reputation. (b) HITNS will own all right, title and interest in and to, and the results and proceeds of, your services as a Contributor, and each element(s) and part(s) thereof, including, without limitation with respect to videos, audio-visual works, music, the musical composition and sound recording (collectively, “Work“) in perpetuity.  Without limitation of the foregoing, you hereby acknowledge that all such Work shall be considered a work made for hire under the United States Copyright Act for the benefit of HITNS. To the extent that the Work or any element thereof does not vest in HITNS as a work made for hire, you hereby voluntarily and irrevocably assign and transfer in whole to HITNS all right, title and interest in and to such Work and the results and proceeds thereof to the extent that you have, had or will have any interest therein. You agree upon termination of your engagement and such other time(s) as requested by HITNS, to return all confidential or proprietary information, in whatever form, to HITNS. (c) All rights, title and interest in and to any materials provided or made available by HITNS to you remain the sole and exclusive property of HITNS. You agree that you may not use HITNS’s logos, names, trademarks service marks or other identifying features in a manner not pre-approved by HITNS, and that all rights, title and interest therein remain the sole and exclusive property of HITNS. You may not issue any press releases or public statements without HITNS’s prior written consent.

4. Marketing.

(a) HITNS may include the Work on HITNS Websites and a hyperlink to the Contributor Websites. (b) Each party will provide the marketing efforts described on the cover sheet hereto and incorporated by reference herein.

5. The Work.

(a) Contributor will, at its sole cost and expense provide the Work in the format and specifications required by HITNS and will be fully responsible for the Work. Without limiting the foregoing, Contributor will be fully responsible for obtaining any and all licenses and permits, as well as any and all waivers and releases customary to obtain in connection with the Work and any other such documents reasonably requested by HITNS in connection therewith. (b) Contributor  represents and warrants to HITNS that (i) it has obtained and will maintain all rights, authorizations and licenses, if any, that are required in order for it and for the other party to perform their respective obligations as provided herein, (ii) the Work, hyperlinks and/or applicable tracking mechanisms provided or made available by such party hereunder, will not contain any viruses, worms, Trojans horses or other similar harmful components, and (iii) the display or other use of the Work and other materials provided or made available by Contributor hereunder, do not and shall not infringe, misappropriate or otherwise violate any third party intellectual property or other rights. (c) Contributor waives all rights to inspect and/or approve use of the Work.  HITNS will use commercially reasonable efforts and intends to provide a credit with its use of the Work, but HITNS will not be liable for any failure to provide credit or for any errors in such credit. (d)  Contributor will not and will not allow the Work to be published by any competitor of HITNS, including without limitation, in any wellness/holistic wellness-personal growth-lifestyle-related magazine, on any other medium now known or hereinafter developed (whether the internet, mobile device or other property), or in any print advertisement.

6. Publicity Waiver and Release. Contributor hereby gives HITNS and its agents and assignees, full permission and authority to use, publish and display Contributor’s name, voice and photograph or other likeness for advertising, promotion, publicity, trade, sweepstakes or contest promotions, activities, or materials, or other related purposes in any media or embodiment, now known or hereafter developed without additional compensation or consideration.
7. FTC Compliance. You will at all times comply with all federal, state and local laws, ordinances and regulations, including but not limited to FTC regulations and industry standards with respect to any promotion of products or services, applicable to this Agreement and your performance hereunder.
8. Injunctive Relief. You acknowledge and agree that HITNS will suffer irreparable injury for which remedies at law will be inadequate in the event you breach any of your obligations under these Terms, and HITNS shall, therefore, be entitled (without limitation of any other rights or remedies otherwise available to HITNS) to immediately obtain temporary, preliminary and other injunctive relief from any court of competent jurisdiction prohibiting the continuance or recurrence of any such breach; if a competent court finds you have breached these Terms, you shall pay HITNS all of its costs and expenses, including attorney’s fees, incurred in enforcing the terms of these Terms.
9. Disclaimer. The program AND OPPORTUNITY FOR PUBLICATION is made available by HITNS on an “as-is” basis. HITNS does not guarantee any revenue MARKETING EXPOSURE OR OTHER BENEFIT in connection with the program and does not make any representations with respect thereto. HITNS does not make, and hereby disclaims, any and all warranties of any kind, whether express, implied, statutory or otherwise, including without limitation any warranties of merchantability, fitness for a particular use or purpose and non-infringement. HITNS may in its sole discretion, but is not obligated to, conduct any marketing or OTHER efforts. HITNS reserves the right to remove YOU from the program hereunder for any reason at any time.
10. Miscellaneous. These Terms, and the rights and obligations herein may not be assigned by you. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the successors and permitted assigns. These Terms contains the entire agreement between the parties relating to the subject matter hereof and supersedes and replaces all previous and contemporaneous agreements between the parties, whether written or oral, relating to the subject matter hereof. These Terms may be modified or amended only in writing, signed by an authorized agent of HITNS and by you.  No waiver by either party of any provision or condition of these Terms at any time shall be deemed a waiver of such provision or condition at any prior or subsequent time or of any other provision or condition at the same or any prior or subsequent time.  Should any portion of these Terms be held to be invalid or unenforceable in any respect, such holding shall not have the effect of invalidating or voiding the remainder of the Agreement. You and HITNS are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between you and HITNS, and that you have no authority to enter into agreements of any kind on behalf of or otherwise bind HITNS in any manner whatsoever. These Terms shall survive the completion, termination or expiration of your engagement, irrespective of the time, manner, or cause of termination or expiration. These Terms shall be construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.  The New York courts (state and federal) only, will have exclusive jurisdiction over any controversies regarding or arising out of these Terms and the parties hereto consent to such exclusive jurisdiction and venue (and waive any relocation on the basis of forum non conveniens); any action or other proceeding which involves such a controversy will be brought in those courts, in New York County, and not elsewhere.

You agree that all claims and disputes brought by you in connection with this Agreement or any service hereunder must be pursued on an individual basis only, and waive your right to commence, or be a party to, any class or collective claims or private attorney general action or to bring jointly any claim against HITNS or its affiliates, or their respective directors, officers, agents or employees, unless prohibited by applicable law, and waive your right to a jury trial.