THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, PLATFORM USERS AND END-USERS WHETHER IN CONNECTION WITH ANY PLAN SUBSCRIPTION TO THE SERVICES.

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Platform User or End-User to access or use a Service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity, You are agreeing to this Agreement for that Entity and representing to Brand Ambassador APP that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.

Our Data Processing Agreement under the European General Data Protection Regulation (GDPR) forms part of this Agreement.

THIS Partner Program Agreement (the “Agreement”), is made by and between Brand Ambassador APP, LLC, a Florida limited liability company ( the “Company” ), and YOU (the "Partner"), together with the Company collectively referred to as the “Parties.”

RECITALS

WHEREAS, the Company and Partner desire to work together to promote Partner’s goods and/or services through Company’s online platform;

WHEREAS, as a condition to such engagement, the Parties have agreed to enter into this Agreement; and

WHEREAS, the Parties agree that this Agreement shall govern all transactions between the Parties related to the promotion of Partner’s goods and/or services by Company.

NOW THEREFORE, in consideration of the terms and mutual covenants herein contained, the Company and the Partner hereby agree as follows:

1. Partner Program. The Parties agree to enter into a contractual relationship whereby Partner, pursuant to the terms of this Agreement, contracts with Company to promote and market (the “Partner Program” or “Promotion”) Partner’s products and services (the “Products”). Partner understands and agrees that Company will carry out the Promotion through Company’s users (the “Users”), compensated pursuant to the Terms and Conditions posted on Company’s website (the “User Terms”). The Company will post the Partner’s Mark, as defined below, along with the Products Description, as defined below (together with the Partner’s Mark, the “Post”) on Company’s mobile portal (the “Portal”). The Users will have the capability to “share” the Post on their own social media platforms, including but not limited to Facebook, Instagram, and Pinterest (“Social Media Accounts”), pursuant to the User Terms, thereby promoting the Products. End consumers who “follow” Users’ Social Media Accounts will be able to click on the Post and purchase the Products. Users will have the opportunity, pursuant to the User Terms, to purchase the Products through Company (“User Purchases”).

2. Non Exclusivity. This Agreement does not create an exclusive agreement between Company and Partner. Company has the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. Partner’s Mark. Partner hereby grants Company and Users a nontransferable, nonexclusive, Royaltyfree right to display and market, and otherwise use in any way that promotes the Partner’s Products to consumers, Partner’s image and likeness, including but not limited to Partner’s name, logo designs, “stock” pictures, any state or federally registered trademarks or service marks, slogan, Partner’s Products, and any other proprietary information used to identify Partner (“Partner’s Mark”). Partner understands and hereby grants Company and Users permission to demonstrate Partner’s Mark on Company’s Portal, as well as Users’ Social Media Accounts.

4. Products Description. Pursuant to the Partner Program, Partner understands and agrees that Company will create a brief description of the Products that includes information such as the product name, category, functionality, features, and other basic details (the “Products Description”). The Products Description will accompany the Partner’s Mark and will be displayed on Company’s Portal. Partner further understands and agrees that Users will have the ability to share the Products Description and Partner’s Mark on Social Media Accounts, as well as create their own versions of such descriptions related to the Products. Partner understands that if Partner wishes to make any changes to the Products Description, Partner must contact Company in writing describing the proposed changes. Partner further acknowledges that Users may in some instances choose to provide their own content related to the Products pursuant to the User Terms, and acknowledges that Company has no direct control regarding such User’s content.

5. Terms of Promotion. Company and Partner agree to the terms recorded in this Agreement, and any other Terms of Promotion later executed by the Parties under this Agreement. Notwithstanding the Terms of Promotion, the following terms will apply:

a. DropShip Policy. Partner understands and agrees that Company operates Brand Ambassador APP as a dropship business, meaning that Company will not hold any inventory whatsoever from Partner. Partner agrees to provide Company with “stock” pictures of the Products, which Company will use to promote the Products on the Portal and share with its Users. When a Prefered Customer or Ambassador completes a purchase of the Products via the Brand Ambassador APP Portal or application, Company will create a DropShip Ticket that will be sent to Partner. Once Company receives confirmation from the Partner that the Product has been shipped to the end user, Company will pay Partner for the Product pursuant to the Terms of Promotion. Company agrees to pay, and Partner agrees to receive payment NET OF AFFILIATE SALES from Company no later than fifteen (15) days after the end of monthly billing cycle (the “Month-end Payment”). Should NET AFFILIATE SALES equate to a larger amount that those created via Brand Ambassador APP Portal or Application, equal payment terms will apply.

b. Credit Card/Financing and Shipping Fees. Partner shall bear the cost of any and all credit card or other financing charges related to the sale of all Products. All payments made by Company to Partner will not include any applicable credit card or financing charges related to the sale of the Products. Company will pay any applicable shipping costs.

c. Return of Product. In the event the end user decides to return the Product, the end user will have to fill out and return to Company a Return of Merchandise Application (“RMA”). Once processed by Company, the end user will receive an RMA number from Company. The end user will ship the Product directly to Partner, and Partner must notify Company when the Product is received. Once Company receives notice from Partner that Partner has received the Product, Company will issue a refund directly to the end user. Company will deduct any payments made by Company to Partner for any returned Products in the Month-end Payment.

d. Products Information. Before the commencement of the Promotion, Partner agrees to provide Company with all material information Company will need to adequately promote the Products. This information shall include, but is not limited to inventory levels, product or service information and description, variations of the Product (for example, different sizes or colors, and inventory levels for each), any applicable dates for services, and any applicable limitations (the “Products Information”). Partner further agrees to provide Company before the commencement of the Promotion with high quality digital content of the Products that Company will use to promote on its Portal and Social Media Platforms. Partner understands that high quality digital content is crucial to the Promotion and will take all steps necessary to provide Company with such content.

6. Promotional Pricing. Partner understands that providing Company and ultimately Prefered customers, with promotional pricing for its Products is of paramount importance to the Promotion. Partner agrees to provide special Ambassador Pricing (the “Promotional Price”) for all Products in the Promotion. Partner will offer the same Promotional Pricing for User Purchases when purchased pursuant to the User Terms.

7. Affiliate Sales and Linking. Partner understands and agrees that all sales generated by Prefered Customers or Brand Ambassadors must be trackable. Partner agrees to add linking with Company in order to allow Company to track sales generated by Prefered Customers or Brand Ambassadors on Partners Portal. Partner agrees to pay Company the Affiliate Fee for all sales generated through Company Portal AND/OR Partner’s Portal.

8. Contact with Partner. Partner agrees to assign a “point of contact” person to Company throughout the term of the Promotion. This person will be identified by Partner.

9. Billing, Plan Modifications and Payments.

a. Unless otherwise indicated in this Agreement and subject to Section 9.b, all charges associated with Partner access to and use of a Service ("Subscription Charges") are due in full upon commencement of Partner's Subscription Term. If Partner fails to pay the Subscription Charges or other charges indicated on any Order Form within five (5) business days of Company's notice that payment is delinquent, or if Partner does not update payment information upon Company's request, in addition to other remedies, Company may suspend or terminate access to and use of such Service by Partner and End-Users.

b. If You choose to upgrade the Service Plan (a "Subscription Upgrade"), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of the then current Subscription Term, charged to Partner's Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, the Subscription Charges will reflect any such Subscription Upgrades.

c. No refunds or credits for Subscription Charges or other fees or payments will be provided to Partner if a downgrade to the Service Plan is selected. Downgrading a Service Plan may cause loss of content, features, or capacity of the Service as available to Partner under their Account, and Company does not accept any liability for such loss.

d. Unless otherwise stated, Company's charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Partner's responsible for paying Taxes, except those assessable against the Company Group measured by its net income. Company will invoice Partner for such Taxes if Company believes there is a legal obligation to do so and Partner agrees to pays such Taxes if so invoiced.

e. If Company pays by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner may obtain a receipt from within the Services to track subscription status. Partner hereby authorizes the Payment Agent to bill Partner's credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Subscription Charges applicable to Deployed Associated Services to which Partner subscribes until the subscription to the Services terminates, and Partner further agrees to pay any Subscription Charges so incurred. If applicable, Partner hereby authorizes Company and the Payment Agent to charge a credit card or other payment instrument to establish such prepaid credit. Partner agrees to promptly update Account information with any changes (for example, a change in the billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Partner's billing information except to process a credit card information for the Payment Agent.

f. Payments made by credit card, debit card or certain other payment instruments for the Company Service are billed and processed by Company's Payment Agent. To the extent the Payment Agent is not Company, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Company and shall not be construed to be providing the applicable Service.

g. If Partner mandates Company use a vendor payment portal or compliance portal which charges Company a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Partner shall be invoiced by Company for, and Partner is obligated to pay, the cost of this fee.

10. Terms and Conditions. Partner has read and understands the Terms and Conditions Users agree to when registering for the Partner Program. Partner agrees to the Users’ role in the Partner Program and to the Users’ use of the Products.

11. Partner Representations and Warranties. Partner represents and warrants that:
a. Partner has all sufficient rights and permissions to provide Company with all required information pursuant to this Agreement.

b. Partner’s participation in the Partner Program will not conflict with any of Partner’s existing agreements or arrangements; and

c. Partner owns or has sufficient rights to use and to grant to Company the right to use the Partner Marks.

12. Company’s Proprietary Rights. No license to any of Company’s intellectual property, including but not limited to Company’s trademarks, copyrights, and software, is granted by this Agreement. Company retains all ownership rights in all work created by Company pursuant to this Agreement, including but not limited to Products Description. Partner agrees not to copy, rent, lease, sell, distribute, or create derivative works based on original works created by Company. Partner agrees not to use Company’s trademarks with the sole exception of the Social Media Engagement.

13. Ownership, Copyright and Trademarks. In these Terms, the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". Content provided by Users is called "User Content".

User Content is that User's property. Brand Ambassador APP's only right to that User Content is the limited license to it granted in these Terms.

Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you or your users provide User Content to us and/or authorize third parties to access your User Content through the Services, you agree that we have permission to use the User Content in the manner contemplated in these Terms and by the Services, that we have permission to provide the User Content to those third parties, and also agree that we have no responsibility or liability for their use of such User Content.

14. Your Limited License of Your User Content to Brand Ambassador APP. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future.

Therefore, by posting or distributing User Content to or through the Services, you (a) grant Brand Ambassador APP and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. In particular, if you provide User Content from another website, you represent and warrant that you are authorized to do so, and that doing so will not violate the terms of use of that website.

If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services. For clarity, you acknowledge that the Services allow other Users of the Services to post, publish and distribute your User Content in the manner described on the Site, and that by entering into these Terms you expressly allow us to license to them your User Content for that purpose, and you acknowledge that we have no control over their usage of your User Content.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.

15. Confidentiality. As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

16. Term and Termination .
a. Term: This Agreement will apply for the term you have paid off.

b. Termination Without Cause: Either Party may terminate this Agreement on thirty (30) days written notice to the other Party.

c. Termination for Cause: Company may terminate this Agreement: (i) upon fifteen (15) days notice to Partner of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to Partner of nonpayment of any amount due pursuant to
Exhibit A, (iii) immediately, if Partner becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if Company determines, at its sole discretion, that Partner has acted in a way that has or may negatively reflect on Company, our Users, or our customers.

17. Indemnification. Partner will indemnify, defend and hold Company harmless, at Partner’s expense, against any thirdparty claim, suit, action, or proceeding (each, an "Action") brought against Company (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) Partner’s participation in the Partner Program, (b) Company’s use of any data or information provided to Company by Partner, (c) Partner’s noncompliance with or breach of this Agreement, or (d) Company’s use of the Partner Marks. Company will: (1) notify Partner in writing within thirty (30) days of Company becoming aware of any such claim; (2) give Partner sole control of the defense or settlement of such a claim; and (3) provide Partner (at Partner’s expense) with any and all information and assistance reasonably requested by Partner to handle the defense or settlement of the claim. Partner shall not accept any settlement that (i) imposes an obligation on Company; (ii) requires Company to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Company without Company’s prior written consent.

18. Disclaimers and Limitations of Liability.
a. Disclaimer of Warranties. COMPANY AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PARTNER PROGRAM FOR ANY PURPOSE, NOR ABOUT THE NUMBER OF ANY POSTS ACTUALLY SHARED OR CREATED BY USERS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PARTNER PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PARTNER PROGRAM, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. COMPANY MAKES NO WARRANTIES RELATED TO ANY CONTENT CREATED BY USERS.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMPENSATION PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. COMPANY SHALL HAVE NO LIABILITY RELATED TO ANY CONTENT CREATED BY USERS.

d. Optional Partner Programs. WE DISCLAIM ALL LIABILITY WITH RESPECT TO OPTIONAL PARTNER PROGRAMS THAT YOU USE.

19. NonSolicitation. During the term of this Agreement and for a period of one (1) years following the termination or expiration of this Agreement, Partner will not, without the Company’s prior written approval, directly or indirectly, individually or on behalf of any other person or entity, hire, solicit, assist, induce, or in any way encourage any current employee, independent contractor or consultant of the Company, to terminate his or her employment relationship or contractual relationship (unless such employee or independent contractor has been notified by the Company, in writing, that the employment relationship or contractual relationship with them will be terminated) nor will the Partner hire or solicit the employment or consulting, or independent contractor services of any person(s) whose employment, independent contractor or consultancy has been terminated by the Company for less than six (6) months.

20. Miscellaneous.
a. Applicable Law. This Agreement shall be governed by the laws of the State of Florida, without regard to the conflict of laws provisions thereof. In the event either Party initiates an action in connection with this Agreement or any other dispute between the Parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Miami, Florida.

b. Force Majeure. Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.

c. Relationship of the Parties. Both Parties agree that no joint venture, partnership, employment, or agency relationship exists between the Parties as a result of this Agreement.

d. Compliance with Applicable Laws. Both Parties shall comply, and shall ensure that any third parties acting on their behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. Neither Party shall engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Company, Company’s Users and Company’s customers.

e. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all other proposals and agreements, whether electronic, oral or written, between us.

h. Assignment. The Parties may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

i. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

j. Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

20.1 Modifications to Terms of Service
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time without further notice. You should periodically visit this page to review the current Terms of Service so you are aware of any revision to which you are bound. If we do this, we will post the changes to these Terms of Service on this page and will indicate at the bottom of this page the date these terms were last revised. Your continued use of the Services, which use includes maintaining an active profile on the Services, after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, please voluntarily terminate your Account or contact us at support@brandambassadorapp.com and we will terminate your Account for you. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Service and to review such changes.

20.2 Questions? Concerns? Suggestions?
Please contact us at support@brandambassadorapp.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Platform and/or Service.

Effective as of May 1, 2018.