User-Generated Content License Agreement

Ricilar License Agreement ("Agreement")

Thanks for your interest in letting Ricilar use your Post (as defined below) in Ricilar marketing!

By posting your post (as defined below) on a social media website along with the hashtag #YepRicilar response, you hereby confirm that you have read and agree to the terms of this Agreement. You warrant that you are at least 18 years of age and competent to contract in your own name and have the authority to authorize  Shen Zhen Shengxin Shang Mao Co. Ltd. to use your Post.

“Post” means the photograph, story, image, video footage, caption, text, likeness, and personal characteristics (if any), name, social media handle, location data, and any other information or content associated with or contained in your post.

You will continue to own the Post, but you are giving Shen Zhen Shengxin Shang Mao Co. Ltd, and its affiliates, licensees, employees, agents, and representatives who are acting on behalf of Ricilar a license to use your Post. More specifically, you hereby grant Shen Zhen Shengxin Shang Mao Co. Ltd, its affiliates, licensees, sublicensees, employees, agents, and representatives who are acting on behalf of Ricilar (collectively, "Ricilar", "we", or "our") a royalty-free, transferrable, irrevocable, world-wide, and perpetual right and license to use, distribute, display, perform, reproduce, copy, broadcast, create and adapt derivative works from, and otherwise use the Post, in whole or in part, by means of any media now known or hereafter invented, including without limitation on Ricilar's social media channels and websites, and for any purchase, including advertising marketing, and promotional purposes, with or without attribution to you. You understand that we may alter or edit your Post without your consent and that use of the Post (if any) is within our sole discretion.

You understand that Ricilar will not compensate you for use of the Post and that the opportunity to have Post potentially used by Ricilar is sufficient consideration for the right granted hereunder. In no event shall you have any right to seek or obtain injunctive or other equitable relief with respect to Ricilar's use of the Post or exploitation of the rights granted herein, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

You waive any right that you may have to review or approve the use of the Post or any material related thereto. You represent and warrant to Ricilar that: (i) you are the sole and exclusive owner of the Post and all of its rights, title, and interest; (ii) you have the authority to grant the permission and rights granted herein and that no one else’s permission is required to grant such rights; (iii) the Post has not been perviously published or posted by anyone other than you; (iv) the Post (and Ricilar's use of the Post) will not violate or infringe on the rights of any third party including, without limitation, intellectual propertry rights, right of privacy, and right of publicity; (v) if the story Post mentions or contains a reference to any other person, you have prior permission from such individual to use their name and likeness and to grant to Ricilar a license to use the individual's name and likeness; (vi) that any statements or claims contained in your Post reflects your honest views and experiences of the Ricilar product(s); and (vii) you are the only person whose identifiable image or likeness is shown in the Post (if any) and/or there is a minor child(ren) appearing in the Post and you are the parent or legal guradian of such child(ren). If your Post includes the likeness, voice, name, or other indicia of the minor child(ren), you not only represent that you are their parent or legal guardian, but you hereby consent on behalf of yourself and your child(ren) to our use of your child(ren)’s likeness, voice, name, and other indicia in accordance with the license set forth above. You further acknowledge and agree that you are entering this Agreement on behalf of yourself and your child(ren) shown in the Post.

You release (on behalf of yourself, your children (if applicable), and your heirs) Ricilar and any other person acting under Ricilar's authority or permission (collectively, the "Ricilar Parties") from any claims arising out of the use of such Post and any material related thereto including, without limitation, any claims for compensation, libel, infringement of intellectual property rights, or violation of any right of publicity, privacy, or moral rights.

You agree to indemnify and hold harmless the Ricilar Parties from and against any and all claims, liabilities, actions, demands, costs, penalties, losses, damages and expenses, including reasonable outside attorney’s fees, arising out of Post and Ricilar Parties from and against any and all claims, liabilities, actions, demands, costs, penalties, losses, damages and expenses, including reasonable outside attorney’s fees, arising out of Post and Ricilar's use thereof, including by not limited to, (i) any breach or allegation that, if true, would constitute a breach by you of this Agreement, including any of your representations or warranties hereunder and/or (ii) the actual or alleged infringement, misappropriation, or violation of the right of any third party, including, without limitation, intellectual property rights, right of privacy, and right of publicity.

This is the entire agreement with respect to the subject matter herein. No other authorization is necessary to enable Ricilar to use your Post for the purpose contemplated. Nothing in this contract shall limit or restrict any rights otherwise enjoyed by Ricilar under law or contract. This Agreement cannot be amended except by a written agreement signed by a Ricilar authorized representative. Ricilar may transfer or assign this Agreement and any or all of its rights and obligations hereunder without your consent.