USER-GENERATED CONTENT LICENSE AGREEMENT

1. General provisions

This User-Generated Content License Agreement ("Agreement") is by and between Mary Kay Inc., its affiliates, and subsidiaries (collectively, "Mary Kay", "we", "our", or "us") and you ("you", "your" or "USER").

The terms and conditions of the Agreement apply to our use of any words, pictures, images, data, video, information or any other 'user-generated content' (the "User Generated Content" or "UGC") that you upload, post, or share via MKI's website, mobile apps, social media pages, or other related services (the "Services") or via third-party websites and platforms including but not limited to Instagram, Facebook, Pinterest, YouTube, Snapchat, TikTok, and Twitter (the "Third-Party Platforms") and which we use on our websites, print advertisements, videos, platforms, apps, in other marketing channels, or in any Mary Kay owned social media platforms ("Mary Kay Media").

Mary Kay reaches out to USERs of Services and Third-Party Platforms to seek their permission to feature our favorite UGC on Third-Party Platforms or Mary Kay Media. You are reading this because Mary Kay has requested your permission to use your UGC. It is not necessary to purchase anything from Mary Kay to contribute your UGC to Mary Kay Media.

If you choose to allow us to use your UGC by providing us with consent in one of the ways described in this Agreement, you shall be bound by this Agreement, Mary Kay's Privacy Policy, as well as the terms of use of any relevant Third-Party Platform (if applicable). If you do not agree to the terms of this Agreement, do not provide us with the consent to use your UGC.

2. Ways of providing consent (permission) to our use of your UGC

We will contact you on the relevant Third-Party Platform, our Mary Kay platform, or another platform which provides Services, to ask for your explicit consent to use your Content. We will ask you to reply to us confirming whether you give Mary Kay permission to use your UGC. You can provide us with your explicit written which confirms you agree to allow us to use your UGC in Mary Kay Media, for example, "yes", "OK", "Agree" and other similar words in any language. You must respond directly to us within the same chat, thread or by private message to release the agreed UGC to us. If we do not receive your response within 7 days from the date we contacted you, we will assume that you do not consent to our use of your UGC and your UGC will not be used by us in any Mary Kay Media.

3. By consenting to our use of your UGC, you agree to provide Mary Kay with the license on the following terms and conditions

3.1. Licensed Parties. USERs retain ownership of USER's UGC (but excluding any ownership related to Services). At the same time, USERs agree to grant a non-exclusive, worldwide license (as detailed below) to Mary Kay and its executives, employees, related subsidiaries, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, third-party service providers and their respective marketing or public relations agencies and other affiliates, and all other users of the Services (the "Licensed Parties").

3.2. License of UGC. Once USER allows us to use USER's User Generated Content by providing us with the consent, USER irrevocably grants to the Licensed Parties the non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, no-cost license and right to use and otherwise exploit USER's User Generated Content, in whole or in part, and all USER social profile information, code, content, content descriptions, and other materials depicted therein, in whole or in part, in any manner or medium now or hereafter known or devised, including on the Internet, in any commercial manner, and in advertising and promotion of Mary Kay and its products and services, throughout the world and in any and all languages without the requirement to make payment to you or to any third party or the need to seek any third party permission.

3.3. The License of Name and Likeness. USER also irrevocably grants the Licensed Parties the perpetual, royalty-free, and worldwide right to use their name, voice, likeness, image, photograph, biographical material, logos, marks or trade names, or other information provided or obtained ("Name and Likeness"), including without limitation, the right to publicly display, publicly perform, distribute, and reproduce the UGC, name, voice, likeness, social profile information and biographical material, in connection with the Services, the User Generated Content, in derivative works thereof, and in any advertising, publicity and exploitation material for purposes of advertising or promoting Mary Kay, its products and/or services.

3.4. No fees or obligations to return. USER agrees that no money will be owing to any party because of the posting of the UGC or its use as contemplated by the Services and this Agreement or for any use, distribution, or other exploitation of the UGC or any rights therein, whether as part of the Services or otherwise. USER also agrees that the Licensed Parties shall not be responsible for the return or preservation of UGC submitted or any elements thereof.

3.5. Mary Kay's lack of Obligations. We reserve the right, but have no obligation, to take any legally available action that we deem appropriate, in our sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing your UGC at any time without notice for any reason whatsoever.

4. Representations, warranties, and indemnity

4.1. READ AND AGREE. BY PROVIDING CONSENT TO USE YOUR UGC TO MARY KAY, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. OTHERWISE, YOU AGREE NOT TO PROVIDE THE CONSENT TO USE YOUR UGC TO MARY KAY.

4.2. Age of Majority and Authority. By providing your UGC to Mary Kay, you represent and warrant that you are at least the age of majority in your country of residence (which is eighteen (18) in most countries) and you have the right to execute and fully perform this Agreement.

4.3. No Prohibited UGC Content. By providing your UGC to Mary Kay, you represent and warrant that the UGC does not contain any content that is known by you to be false, inaccurate, or misleading; infringes any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; violates any law, statute, ordinance, or regulation.

4.4. Indemnity. USER agrees to indemnify, hold harmless, and defend the Licensed Parties from any claim or liability related in any way to this Agreement, your use of the Services, the Licensed Parties' use of your UGC, or relating to any breach of any representation, warranty or covenant made by USER in this Agreement.

5. Miscellaneous

5.1. Terms of Service and Privacy Policy. By using the Services, you acknowledge and accept Mary Kay's Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy and this Agreement.

5.2. Right to Modify. Mary Kay reserves the right to modify this Agreement at any time without prior notice ("Updated Agreement"). You agree that we may notify you of the Updated Agreement by posting it on the Services so that it is accessible via a link on the Services.

5.3. Governing law. Any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of United States and the courts of Texas shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).