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CAD Graphic Service

Development Service

Smart Factory

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Designer Cooperation Agreement

Notes to Signers:

You (hereinafter referred to as "Party B") are welcome to register on the JEWELRY HUNT Platform! Before signing this Agreement, you shall complete the relevant information in accordance with the instructions of the Platform and ensure that the aforementioned information is legal, true, valid and complete. In addition, you should read carefully and fully understand the terms and conditions of this Agreement. Your use of the Platform to sign up shall be deemed that you have read the entire Agreement and made a careful choice and fully agree to the terms and conditions of this Agreement.

     JEWELRY HUNT (www.jewelryhunt.net) is the world’s first industry vertical internet platform in the fashion jewelry industry, 
while also an online service community for designers and buyers to interact & purchase. It was jointly developed and built by Shanghai Zaowu Intelligent Technology Co., Ltd. (hereinafter referred to as Party A) and STYLE PLUS DESIGN. This platform provides rich and diverse product options for jewelry buyers, and supply designers with brand display and work monetization services; at the same time, it also provides unique lines for industry personnel, DIY customization and professional design collaboration services.

In accordance with the Civil Code of the People's Republic of China and other relevant laws and regulations, Party A and Party B, based on the principles of voluntariness, equality and mutual benefit, hereby agree to enter into the following agreement on the cooperation between both Parties:

Article 1         Content and Mode of Cooperation

1.1.   Party B has the right to upload photos, 3D models or hand-drawn drafts of the design & works on JEWELRY HUNT (hereinafter referred to as Party A’s platform or platform), and shall authorize Party A to be responsible for the proofing, production, inventory, QC, and shipment of Party B’s works Operation and platform sales; and ensure that Party A is Party B’s only platform for the same type of jewelry designer.

1.2.   Party A shall list Party B as a co-designer. During the cooperation period, Party A has the right to conduct proofing, production, inventory, QC, shipment operations and platform sales for the works provided by Party B; and pay Party B a predetermined proportion of the corresponding sales share. Party A uses the advantages of the platform to strive to create a worry-free and cost-free environment for Party B, implement Party B’s design, and achieve profitability.

Article 2         Cooperation Term

This Agreement shall take effect from the date on which Party B creates a Designer Account on JEWELRY HUNT and shall automatically expire on the date on which Party B cancels the Designer Account on JEWELRY HUNT.

Article 3         Rights and Obligations of Both Parties

3.1.      Party A's Rights and Obligations

3.1.1.     Party A has the right to present the information about the brands and works provided by Party B on its official platform, online stores, social medias, online and offline brand & activity posters, EDM and other promotional channels.

3.1.2.     Party A has the right to produce saleable production solutions from the works designed by Party B and present them on the Platform.

3.1.3.     Party A has the right to adjust and recreate Party B's design works and produce saleable production solutions and present them on the Platform. In order to turn Party B's designs into production, Party A has the right to modify Party B's samples, hand drawings, 2D drawings and 3D models, and to apply for and register new copyrights, trademarks and patents in respect of such new works when the rate of difference from Party B's design works reaches a certain rate.

3.1.4.     If Party B has no means to complete copyright notarization or apply for trademark right and patent registration, Party A may introduce a third party intellectual property agency to Party B or accept Party B's entrustment to handle it for Party B, for which the fees shall be agreed separately in a supplementary agreement signed by Party A and Party B.

3.2.      Party B's Rights and Obligations

3.2.1.     Party B has the right to charge the Royalty as agreed in Article 4 of this Agreement.

3.2.2.     Party B shall provide Party A with jewelry designs or commodities on a regular basis to meet the sales demands of the Platform and ensure the originality of his/her designs and commodities; Party B has the right to notify Party A in advance to modify, replace or unshelve his/her designs or commodities already on the shelves.

3.2.3.     Party B shall become one Cooperative Designer of Party A and help Party A for JEWELRY HUNT version 2.0 promotion regularly in the Cooperation Term. Party B has the right to use his/her own personal/professional media channels to provide media publicity and press releases for Party A's official platform, online stores, social medias, brand stories, activities, EDM, etc.

3.2.4.     Party B shall be obliged to participate, attend and cooperate with the activities arranged and planned by Party A's Platform.

3.2.5.     Party B shall strictly abide by the rules of Party A's Platform and shall not bypass Party A's Platform to transact directly with customers.

3.2.6.     Party B undertakes that Party A will not suffer loss due to Party B being bound by confidentiality obligations and non-competition restrictions, otherwise Party B will be solely responsible for all losses arising therefrom and will save Party A from disputes.

Article 4         Royalty and Payment Method

4.1.      The "Sales Volume" shall be defined as the amount of sales revenue from any sales of Party B's works or samples (commodities) made by Party A less any chargebacks, returns, or defaults by customers.

4.2.      Settlement Period: The Sales Volume shall be calculated and settled for one Settlement Period.

4.3.      The profit distribution of the cooperation under this Agreement shall be based on the Sales Volume from the works or samples (commodities) of which the production, stocking, QC, logistic operations and platform sales have been authorized by Party B to Party A, and Party A shall pay Party B the agreed Sales Volume-based Royalty.

4.3.1.     Sales Volume-based Royalty: During each Settlement Period, after the successful sales of Party B's works or samples (commodities), Party A shall pay Party B the Royalty equal to the agreed percentage of the Sales Volume from Party B's works or samples (commodities) for the Settlement Period to the account designated by Party B.

4.4.      The above Royalty shall not include all taxes levied in China, which shall be borne by Party B.

4.5.      Payment Method: (Please check the box in front of the selected method)

□ In Cash

☑ Bank Transfer

Article 5         Confidentiality

5.1.      Party B warrants to keep confidential the documents and information (including but not limited to trade secrets, company plans, operational activities, financial information, technical information, product information, business information, product design drawings, plans, models and other trade secrets) belonging to Party A and not available from public sources that Party B learns in the course of discussing, signing and implementing this Agreement (hereinafter referred to as the "Confidential Information"). Party B shall not disclose to any third party any details regarding the Party A's business, including but not limited to any information regarding any of Party A's customer information, business plans, or price points.

5.2.      Without the written consent of Party A, Party B shall not disclose all or part of the above Confidential Information to any third party.

5.3.      Party B shall take all reasonable measures, including but not limited to the precautions that he/she takes for his/her own confidential information, to protect the confidentiality of Party A's Confidential Information and to prevent it from entering the public domain or being accessed or possessed by unauthorized persons as a result of the disclosure or use of Party A's Confidential Information.

5.4.      Upon the termination of this Agreement, Party A shall cease the use and marketing of Party B's works or samples (commodities). Either Party shall return to the other Party any materials relating to the other Party's business or trade secrets that are in such Party's possession.

5.5.      If Party B violates this confidentiality clause to disclose or transfer Party A's Confidential Information to any third party without authorization, Party A has the right to immediately stop the cooperation hereunder and Party B shall pay Party the liquidated damages of USD50,000. If the amount of liquidated damages is less than the actual loss caused to Party A as a result thereof, Party B shall be liable for the actual loss.

5.6.      This confidentiality clause shall not be invalidated due to the termination of the cooperation between both Parties. This confidentiality clause shall remain binding on both Parties for a period of [3] years after the termination of both Parties' cooperation.

Article 6         Intellectual Property Rights

6.1.      All sketches, drawings, designs, plans, specifications, patterns, models and other documents, materials or objects prepared or uploaded by Party B in accordance with this Agreement shall be the exclusive property of Party B.

6.2.      Party B warrants that the pictures and videos of the designs submitted by him/her to Party A do not infringe any third party's intellectual property rights, portrait rights or other legal rights and interests. If any third party claims that the pictures and videos of the designs provided by Party B to Party A infringe its intellectual property rights, portrait rights or other legal rights and interests, Party B will defend against any claims, lawsuits or legal requests arising therefrom and bear the corresponding legal consequences; if any loss is caused to Party A as a result thereof, Party B will compensate the loss, including but not limited to the direct economic loss, litigation costs and attorney's fees.

6.3.      Party B shall strictly abide by the relevant rules of Party A's Platform and safeguard the rights of his/her own design works while also respecting the rights of Party A and other designers' works on Party A's Platform. Party B shall not copy, reproduce, modify or create any derivative works of the design works or product contents of other designers on Party A's Platform.

6.4.      If Party B's design works suffered from any infringement which is indeed caused by a leakage from Party A's Platform, Party B has the right to request Party A to actively assist in protecting his/her legal rights, and Party A shall be obliged to send a warning letter  to the actual infringer in the name of Party A.

6.5.      Party A and Party B firmly safeguard each other's sole and exclusive title, ownership and interests in their own trademarks.

Article 7         Force Majeure

7.1.      Either Party's failure to perform its obligations under this Agreement in part or in whole due to a force majeure event shall not constitute a breach of contract, and the performance of such obligations shall be suspended for the period during which the force majeure event prevents its performance.

7.2.      Force majeure event referred to in this Agreement means any event that is beyond the reasonable control of the Party affected by such event and which is unforeseen, or, if foreseen, is unavoidable and insurmountable, and which occurs after the date of this Agreement and makes such Party's performance of all or part of this Agreement objectively impossible or impracticable, including but not limited to flood, fire, drought, typhoon, earthquake, other natural disasters, traffic accident, epidemic, strike, disturbance, riot and war (whether declared or not) and acts and omissions of governmental authorities, etc.

Article 8         Exclusivity

8.1.      Party B authorizes Party A to be the exclusive cooperative jewelry designer platform of the same type.

8.2.      Except with Party A's prior written consent, during the Cooperation Term, Party B shall not directly or indirectly seek, initiate, negotiate or accept any party other than Party A involving the exclusive content and scope, and shall not directly or indirectly initiate or start cooperation activities involving the exclusive content and scope with any third party, and shall immediately notify Party A if Party B receives a request for such potential third party's cooperation.

Article 9         Liability for Breach

9.1.      Both parties shall conscientiously perform this Agreement, and any failure to perform, incomplete performance, delayed performance or performance not in accordance with the conditions agreed herein due to either Party's conduct shall constitute a breach of contract, and the defaulting Party shall be liable to the other Party for the liquidated damages.

9.2.      If Party A and/or any of its affiliated companies is/are punished by relevant national regulatory authorities or generate significant negative social impact (including but not limited to the emergence of negative public opinion) due to Party B's design work infringement problem or other illegal and irregular problems, Party B shall be responsible for eliminating such negative impact and bearing the losses suffered by Party A and/or its affiliated company within the time limit required by Party A, otherwise Party B shall pay the liquidated damages equal to 2 times of the losses suffered by Party A and/or its affiliated company, whichever is higher. Party A has the right to automatically deduct the liquidated damages at the time of checkout, and meanwhile, Party A has the right to decide to terminate this Agreement before the expiration hereof in light of the actual situation.

9.3.      If any third party declares that there is a flaw in the ownership or intellectual property rights of any design, sample or commodity uploaded by Party B to Party A's Platform, resulting in a lawsuit involving Party A, Party B shall defend against any lawsuit or legal claim arising therefrom. Moreover, Party B agrees to pay the amount of compensation determined by the relevant judgment or settlement. Party A agrees that in the event of such a lawsuit or claim, Party A will promptly notify Party B and provide Party B with reasonable assistance in handling the lawsuit or claim so that Party B may obtain his/her due rights to respond to, defend or settle the lawsuit or claim in connection therewith. If Party B is unable to respond to or settle the lawsuit or claim for other reasons, Party A shall have the right to respond to or settle the lawsuit or claim, for which the costs incurred shall be borne by Party B.

Article 10     Applicable Law and Dispute Resolution

10.1.   The execution, effectiveness, interpretation and implementation of this Agreement and the resolution of disputes hereunder shall be governed by the laws of the People's Republic of China.

10.2.   In case of any dispute between both Parties hereto regarding the interpretation or performance of the terms and conditions hereof, both Parties shall resolve the dispute through amicable consultation. If consultation fails, either Party may file a lawsuit with the people's court having jurisdiction in the place where Party A is located.

10.3.   During the period of litigation, except that the Agreement may be cancelled/terminated in accordance with the law and this Agreement, the other terms of this Agreement shall continue to be performed, and the defaulting party shall bear all costs paid by the non-defaulting party for the defense of its rights, including but not limited to attorney's fees, litigation costs, etc.

Article 11     Cancellation of the Agreement

11.1.   In any of the following circumstances, both Parties may modify or cancel this Agreement:

11.1.1.  The purpose of this Agreement cannot be achieved due to force majeure or a significant change in objective circumstances that is not caused by force majeure and is not a business risk and was not able to be foreseen by both Parties at the time of the conclusion of the agreement.

11.1.2.  A Party loses actual performance capability.

11.1.3.  One Party's breach of contract seriously affects the economic interests of the non-defaulting Party, which makes the performance of the Agreement unnecessary.

11.1.4.  The Agreement is amended or cancelled by both Parties through consultation due to a change in circumstances.

Article 12     Interpretation of the Agreement

12.1.   If any matter is not covered by this Agreement or the content of any provision hereof is unclear, both Parties may make a reasonable interpretation of this Agreement in accordance with the principles and purpose of the Agreement, trade usage, the content of the related provisions hereof and common sense. Such interpretation shall be binding upon both Parties, unless the interpretation is inconsistent with the law or this Agreement.

Article 13     Integrity of the Agreement

13.1.   This Agreement and its annex(es) constitute the entire agreement between both Parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement supersedes all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between both Parties hereto.

13.2.   Any amendment or change to the content of any provision of this Agreement made by one Party must be confirmed by the other Party, and any other form of alteration, deletion or addition without the consent of the other Party shall be null and void.

Article 14     Supplements and Annexes

14.1.   Anything not covered by this Agreement shall be resolved in accordance with the relevant laws and regulations. If the laws and regulations have no such provisions, both Parties hereto may reach a written supplementary agreement. If both Parties need to sign a supplementary agreement, the supplementary agreement shall have the same legal effect as this Agreement, and if the supplementary agreement is inconsistent with this Agreement, the supplementary agreement shall prevail.

14.2.   The annex(es) and supplementary agreement(s) to this Agreement are integral parts of this Agreement and shall have the same legal effect as this Agreement.

Article 15     Miscellaneous

15.1.   Party B shall not assign any of his/her rights and obligations under this Agreement to any other entity without Party A's written consent.

15.2.   Both Party A and Party B have no doubt about all the terms of this Agreement and have an accurate understanding of the legal meaning of the terms hereof concerning rights, obligations or responsibilities.

15.3.   This Agreement shall become effective upon being signed and sealed by both Parties. If Party B signs this Agreement by online confirmation such as clicking or sliding through the Internet, such confirmation act shall have the same legal effect as Party A's signature act.