DESIGNER STARTUP AGREEMENT

Reminder:

Welcome you (hereinafter "Designer") to sign up for and log onto the JEWELRY HUNT platform! Prior to your consent to this agreement for your application for the registration process, Please make sure to read and understand these terms in details, especially the liability waiver or restriction provisions, law application provisions and dispute settlement provisions. The liability waiver or restriction provisions will be highlighted by boldface underlines, which requires your highest attention.

After you fill out the information, read and agree with the agreement and complete the registration procedure in accordance with the registration webpage, you will be deemed to have fully read and understood any and all contents of the agreement and have been fully aware of and fully understood the meaning of the provisions of the agreement and the corresponding legal consequences, and you will also be deemed to have reached a consensus with JEWELRY HUNT to be a cooperative Designer of JEWELRY HUNT. When reading the agreement, if you do not agree with the agreement or any of its provisions, you should immediately withdraw from the registration procedure.

JEWELRY HUNT (www.jewelryhunt.net) (hereinafter referred to as "JH") is the first industrial vertical internet platform in the global fashion jewelry field, jointly researched, developed and constructed by Shanghai Zaowoo Intelligent Technology Co., Ltd. (hereinafter "Company") and STYLE PLUS DESIGN. As an online service community for the interaction and purchase & sale between Designers and buyers, the platform provides abundant and diversified production options for the jewelry buyers, and online store startup, brand display and works/commodities sales services for the Designers. Besides, it also offers high-quality online DIY customization and professional design synergy services for the insiders of the industry.

Article 1 Scope and mode of cooperation

1.1.   The Designer has the right to set up its My Shop launch proprietary products for Listing or purchase product research and development services on JEWELRY HUNT (hereinafter "JH"). Where the Designer launches proprietary products for sales, the Designer shall be responsible for the corresponding QC, inventory management, logistics and after-sales services; After purchasing product research and development service, the Designer shall pay for the corresponding costs, then JH will be responsible for the sample production, QC, photography, sample mailing and other services for the works or samples (products); Besides, the Designer may also freely decide whether a newly researched and developed product should be launched for sales, and if the Designer opts to launch the product for sale, then the default launch inventory is 0.

1.2.   JH will rank the Designer as a cooperative Designer, and during the cooperation period, the Designer has the right to run its own store on the JH platform and sell its products; For the store opened by the Designer on the JH platform, JH doesn't charge for any preliminary fee; however, once a sales order is created on the JH platform by the Designer, JH will deduct a certain amount from the amount under the sales order as payable service charge, which accounts for 5% of the product sales amount. 

Article 2 Term of cooperation

The cooperation agreement becomes effective on the date when the Designer opens the Designer store on JEWELRY HUNT, and will be automatically invalidated when the Designer's application for deregistration of the Designer store on JEWELRY HUNT is approved by JH.

Article 3 Rights and obligations of both parties

3.1.   Rights and obligations of JH

3.1.1.   JH has the right to carry out molding production for a research and development order paid by the Designer, and has the right to reject production and refund the payment for any research and development order if the research and development requirements do not conform to the supply chain of JH.

3.1.2.   JH has the right to classify and display the products launched by the Designer on the Store category.

3.1.3.   JH has the right to classify and display the store opened by the Designer on the Designer category.

3.1.4.   JH has the right to display the products launched by the Designer, the related information of the products, and the store homepage, on the official platform, online store, social media, online and offline branding and event posters, EDM and other promotional channels.

3.1.5.   JH has the right to carry out review and approval of the Designer's proprietary products, and if any of the products doesn't conform to the launch specification, JH will notify the Designer via messages and emails, and has the right to remove the non-conforming product.

3.1.6.   In order to enable JH to better understand the design concept of the Designer and produce final product samples satisfactory to both parties, JH has the right to require the Designer to provide related design documents, prototype molds and product information.

3.1.7.   If the Designer can't have access to registration application for copyright notarization, trademark right and patent right, JH may introduce third-party intellectual property right agency to the Designer or act as entrusted by the Designer to procure the same, the costs thereof shall be determined in a supplementary agreement separately entered into between both parties.

3.1.8.   JH has no right to privately produce and sell any and all products launched by the Designer;

3.1.9.   JH has the right to notify and urge the Designer to deal with relevant orders and after-sales matters for any products sold by the Designer;

3.1.10. JH has the right to warn the Designer, to the extent of shutting down the Designer's store and remove all products of the Designer, if the Designer is found of counterfeiting, evident quality defects, frauds, and malicious acts in relation to the store operation and product sales of the Designer.

3.1.11. JH has the right to deduct the costs as agreed in Article 1.2 hereof;

3.1.12. JH is obligated to conduct technical maintenance of the platform, and provide timely and reliable platform service to the Designer.

3.2.   Rights and obligations of the Designer

3.2.1.   The Designer has the right to open the Designer store and launch proprietary products on the JH platform, besides, the Designer shall be responsible for the logistics and after-sales services of the purchase orders of its proprietary products. Any dispute between the Designer and any buyer shall be resolved and solely undertaken by the Designer.

3.2.2.   The Designer has the management right and marketing right of the store opened on the JH platform, and may provide reasonable discounts and organize other marketing activities and polices for the products available for sales on the store.

3.2.3.   The Designer has the right to display its store on JEWELRY HUNT and product links on its own social media webpages or other platforms.

3.2.4.   The Designer is obligated to obtain the copyrights of the launched products and researched and developed products on the JH platform, and any commercial dispute arising from copyright issues shall be irrelevant to and disclaimed by JH.

3.2.5.  Any logistical costs and customs clearance costs arising from the handling of purchase orders by the Designer shall be solely borne by the Designer. The Designer has the free pricing right of the launched products, and JH may provide cooperative logistics services to the Designer.

3.2.6.   The Designer has the right to instruct JH not to display any product designated by the Designer;

3.2.7.   The Designer has the right to instruct JH not to display the Designer's store;

3.2.8.   The Designer has the right to carry out editing and adjustment of the products launched by the Designer, and the editing shall conform to relevant specifications of the JH platform.

3.2.9.   The Designer has the right to purchase and use the marketing agency service and network flow support plan offered by JH.

3.2.10. The Designer has the right to apply for canceling the transaction of any purchase order under which the product research and development or production is not yet commenced, however, the Designer can't act to cancel any purchase order if it is ongoing correctly.

3.2.11  The Designer has the right to apply for exclusive service customization based on the service possibility enabled by the advantages of the JH supply chain.

3.2.12. The Designer has the right to request JH to provide the technical standards pertaining to the product manufacturing and any authentication certificates pertaining to quality, sustainability and ethics.

3.2.13.  During the term of the Designer settlement on the platform, as a cooperative Designer of JH, the Designer has the right to use its own individual/professional media channels to provide media propaganda and press release for the JH official platform, online store, social media, brand story, marketing event, EDM, etc.

3.2.14.  The Designer has the right to attend, be present at, and cooperate with the planning activities arranged by the JH platform.

3.2.15.  The Designer shall strictly comply with the rules of the JH platform, and shall not bypass the JH platform to directly trade with customers.

3.2.16.  The Designer undertakes that, the Designer shall not cause any loss to JH due to any constraints imposed on the Designer, such as confidentiality obligation and non-competition obligation, otherwise, the Designer shall be solely liable for any and all losses arising therefrom and shall keep JH harmless from any disputes.

Article 4 Charges and payment term

4.1.   "sales amount" refers to any sales revenue of the works or samples (products) of the Designer on the JH platform, less the amount of any refund, return or default.

4.2.   Settlement period: The calculation of sales amount is based on one settlement period which is 7 days;

4.3.   The profit distribution for the cooperation under the contract is: Based on the sales amount generated by JH's authorization to the Designer to open a store and sell products, a service charge is agreed upon and deducted from the sales amount by JH against the Designer.

4.3.1.   Service charge: Upon successful sales of any products launched by the Designer in each settlement period, JH deducts the service charge from the sales amount generated in the settlement period as per the agreed-upon deduction proportion.

Article V Confidentiality obligation

5.1.   The Designer warrants that any documents and materials (including but not limited to trade secret, corporate planning, operating activities, financial information, technical information, product information, management information, drawings of product design, schemes, modules, copyright information and other business secrets) belonging to JH, which cannot be made available from public channels and are received by the Designer during the negotiation, execution, and performance of the agreement, shall be maintained their confidentiality. The Designer shall not disclose any details of JH's business to any third parties, including without limitation to any information in relation to JH's customer information, business plans or price points.

5.2.   Without the written consent of the disclosing party, the receiving party shall not disclose the content of above confidential information in part or in whole to any third party.

5.3.   The receiving party shall take all reasonable measures, including but not limited to precautionary measures taken for its own confidential information, to safeguard the confidentiality of the confidential information of the disclosing party and avoid leaking the confidential information to the public domain or being accessed or possessed by unauthorized persons due to the disclosure or usage of the confidential information of disclosing party.

5.4.   Upon termination of the agreement, JH shall cease the use, production and marketing of the Designers' works or samples (products). Each party shall also return to the other party any data held by it in relation to the business or business secrets of the other party.

5.5.   If the Designer breaches the confidentiality obligations under the agreement to privately disclose or transfer any confidential information of JH to any third parties, JH shall be entitled to immediately cease cooperation, in which case the Designer shall pay the liquidated damages of USD 50,000 to JH. IF the liquidated damages is insufficient to cover the actual loss caused to JH, the Designer shall compensate for the actual loss.

5.6.   This confidentiality provisions shall not be invalidated on account of the termination of the cooperation hereunder. This confidentiality provisions shall still be binding on both parties within [3] years after termination of the cooperation between both parties.

     Article 6 Intellectual property rights

6.1.   Any and all drafts, drawings, designs, plans, specifications, patterns, models and other documents, materials or objects prepared or uploaded by the Designer in accordance with the agreement shall be the exclusive property of the Designer.

6.2.   The Designer warrants that the pictures and videos of the design drafts submitted by the Designer to JH do not infringe on any intellectual property rights, portrait rights or any other legal rights and interests of any third parties. If any third party alleges that the pictures and videos of the design drafts provided by the Designer to JH infringe its intellectual property rights, portrait right or other legal rights and interests, the Designer shall defend against any claims for compensation, lawsuits or legal appeals initiated by the third party and bear corresponding legal consequences. If losses are caused to JH, compensation shall be made by the Designer, including but not limited to direct economic losses, litigation costs and attorney fees.

6.3.   The Designer shall strictly comply with relevant rules and regulations of the JH platform, and pay due respect to the rights of JH and other Designers of the JH platform, in addition to safeguarding the rights of its own design works. The Designer shall not plagiarize from, reproduce, modify or create derivatives from any design works and products created by any other designers of the JH platform.

6.4.   JH shall not obtain any interests from the design documents submitted by the Designer, other than the service charge from the production and sales authorized by the Designer, and shall not send such design documents to any third parties and otherwise disclose such design documents on other public platforms without the prior consent of the Designer.

6.5.   If the design works of the Designer is infringed by confirmed disclosure from JH official channels and related platforms, the Designer shall be entitled to require JH to provide positive assistance and rights protection, and JH shall be obligated to send warning letters to the actual infringer in the name of JH.

6.6.   Both parties shall firmly safeguard each other's proprietorship, ownership of their own trademarks and uniqueness and absoluteness of the related interests.

Article 7 Limitation of liability

7.1.   JH shall perform its obligations in accordance with law and the agreement, however, JH disclaims any corresponding default liabilities for contract performance barriers, performance flaws, performance delays, or performance content changes caused by the following circumstances:

7.1.1.   Force majeure factors such as natural disasters, strikes, riots, wars, government actions, judicial administrative orders, etc.;

7.1.2.   Failure of public services such as power supply outage, communication network failure, etc., or third-party factors;

7.1.3.   Factors such as routine or emergency equipment and system maintenance, equipment and system failures, network information and data security, provided that JH has tried its best to overcome the same in good faith.

Article 8 Default liability

8.1.   Both parties shall fulfill the contract earnestly, and if the agreement cannot be performed in part or in whole, or the performance of the agreement is delayed or fails to meet the conditions under the contract due to the behaviors of either party, it shall constitute a breach of contract, in which case the default arty shall assume the compensation liability to the other party.

8.2.   In case of infringement of the Designer's design works or other illegal problems causing JH and/or its affiliated companies to be punished by the relevant national authorities or creating significant negative social impact (including without limitation to the negative public opinions), the Designer shall be responsible for eliminating such negative impact and bearing the losses of JH and/or its affiliated companies within the time limit specified by JH, otherwise the Designer shall pay liquidated damages to JH in the amount of 200% of the actual losses of JH and/or its affiliated companies, whichever is higher. JH has the right to deduct the liquidated damages automatically upon account settlement, besides, JH also has the right to terminate the agreement ahead of its expiry as appropriate.

8.3.   If any third party alleges that there is any flaw in the Designer's ownership or intellectual property rights of and to the uploaded designs, samples or products of the Designer, leading to involvement of JH into legal actions, the Designer shall defend against any legal actions or appeals arising from such allegation. The Designer agrees to pay the amount of compensations determined in the related judgment or settlement. JH agrees that, once such legal action or appeal occurs, JH will notify the Designer in time and provide reasonable assistance to the Designer, so that the Designer will retain the due rights, handle with the response and defense to the legal action or appeal, or seek settlement. If the Designer otherwise can't deal with the response and/or seek settlement to the legal action or appeal, JH shall have the right to deal with the response and/or seek settlement, any costs incurred thereby shall be borne by the Designer.

Article 9 Governing law and dispute settlement

9.1.   The execution, validity, interpretation and performance of the agreement and dispute settlement shall be governed by the laws of the People's Republic of China.

9.2.   If any dispute arises from the interpretation or performance of the agreement, both parties shall settle it through friendly negotiation. Of the negotiation fails, either party may submit the dispute to the Shanghai Arbitration Commission for arbitration in Shanghai in accordance with the current and valid arbitration rules of the Shanghai Arbitration Commission. The arbitration tribunal shall consist of three arbitrators, where JH appoints one arbitrator, the Designer appoints one arbitrator, and the third arbitrator shall be appointed by the Shanghai Arbitration Commission and acts as the chief arbitrator. The arbitration language is Chinese. The arbitral decision is final, and shall be binding on both parties.

9.3.   During the term of arbitration, unless the any provisions of the agreement are dissolved or terminated by law or as agreed herein, any other provisions of the agreement shall still be valid and enforceable. The default party shall bear any and all costs and expenses incurred by the observant party due to the acts of rights protection, including without limitation to attorney fee, arbitration fee, preservation fee, appraisal fee, etc.

Article 10 Agreement dissolution

10.1. JH has the right to unilaterally modify any of the Designer's rights and obligations under the agreement in accordance with the situation of the cooperation hereunder. Upon change of any provision of the agreement, JH will publicly announce the change on related service webpages, and the modified provision will become effective immediately upon the public announcement, unless otherwise compulsorily stipulated by laws, regulations or regulatory requirements. If the Designer doesn't agree with the modified agreement, the Designer shall stop using the services hereunder on and from the date of the public announcement of the modification. Otherwise, it shall be deemed that the Designer has agreed with and accepted the modified agreement.

10.2. Upon any of the following circumstances, JH has the right to terminate the agreement:

10.2.1.The purpose of the agreement can't be realized due to major changes caused by force majeure or any major changes arising from objective conditions that are not attributable to force majeure and can't be predicted upon execution of the agreement between both parties.

10.2.2. The Designer actively withdraws from the services provided by the JH platform;

10.2.3. The Designer uses the services of the JH platform by illegal embezzlement of another person's account or in the name of another person;

10.2.4.  The Designer uses the services of the JH platform to deal with illegal transactions;

10.2.5.  The Designer engages in any acts that may undermine the service system of the JH platform;

10.2.6.  The Designer breaches any laws and regulations, or any rules and regulations of the JH platform.

Article 11 Agreement interpretation

11.1. As for matters not covered herein or ambiguous term contents, both parties may make reasonable interpretations to the agreement according to the principles, purpose, transaction practices and contents of affiliate clauses hereof as generally understood. Such interpretation shall be binding, unless it is inconsistent with any laws or the agreement.

Article 12 Supplementary agreement

Due to the rapid internet development, the provisions of the agreement entered into between the Designer and JH may not completely set out and cover all the rights and obligations of both parties, and the current agreement hereof may not guarantee that it may conform to the future development requirements. Therefore, the privacy right policy and platform rules of the JH platform shall constitute an integral part of the agreement as supplementary agreements, and shall have the same legal effect with the agreement. If the Designer uses the services of the JH platform, the Designer shall be deemed to have agreed with the said supplementary agreement.

Article 13 Miscellaneous

13.1. Without the written consent of JH, the Designer shall not transfer any of its rights and obligations under the agreement to any other entities.

13.2. JH's failure to exercise or perform any rights under or provisions of the agreement doesn't constitute any waiver of the rights or provisions.

13.3. Given the particularity of the internet, regardless of whether foreseeable or originated from any forms of acts, JH disclaims any liabilities for any special, indirect, punitive, contingent or causal damages or any other damages.