1. The purpose of this agreement is to establish the terms and conditions for the relationship between our brand (hereinafter referred to as “Company”) and the Brand Ambassador/Influencer (hereinafter referred to as “Ambassador”) (collectively, the “Parties”) who will represent the Company and its products and services online and in real life (“Deliverables”). The Company expects that the Ambassador will comply with all legal and ethical requirements and represent the Company in a positive and professional manner.

1. 1. Relationship of the Parties

2. 1.1 Ambassador is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Ambassador and the Company for any purpose. Ambassador has no authority (and shall not hold herself out as having authority) to bind the Company, and Ambassador shall not make any agreements or representations on the Company's behalf without the Company’s prior written consent.

3. 1.2 The Ambassador shall furnish, at Ambassador’s own expense, the materials, equipment, supplies, and other resources necessary to provide the services outlined in Section 2.

4. 1.3 Ambassador’s services to the Company are not exclusive, and ‎Ambassador shall have the right to provide services to other recipients besides the Company.

5. 2. Responsibilities of the Ambassador

1. 2.1 The Ambassador will promote the Company and its products/services on social media platforms, blogs, websites, and other media outlets.

1. 2.2 The Ambassador will create authentic and high-quality content that accurately represents the Company and its products/services.

1. 2.3 The Ambassador will comply with all legal and ethical requirements related to the promotion and endorsement of products and services, including those established by the Federal Trade Commission (FTC). This includes disclosing any material connection with the Company or its products/services and using the appropriate hashtags or other disclosures in all promotional content.

2. 2.4 The Company does not and shall not control or direct the manner or means by which Ambassador performs the responsibilities outlined in this section, including but not limited to, the time and place Ambassador performs the responsibilities. The responsibilities performed are outside the usual course of the Company’s business.

1. 2.5 The Ambassador will comply with all legal requirements related to taxes, including reporting any compensation received from the Company as income on their tax returns.

1. 3. Compensation and Benefits

1. 3.1 The Ambassador will receive compensation and/or benefits as agreed upon by the Company and the Ambassador.

1. 3.2 The Company will provide the Ambassador with products and/or services for review and promotional purposes, as agreed upon by the Company and the Ambassador.

1. 3.3 The Company will not be responsible for any expenses incurred by the Ambassador in connection with their role as an Ambassador.

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1. 4. Content Ownership and Usage

1. 4.1 The Ambassador acknowledges that any content created by the Ambassador on behalf of the Company will be the property of the Company and may be used by the Company for promotional purposes.

1. 4.12 Subject to the license set forth herein, Ambassador will own the Deliverables, excluding any and all rights in the “Company IP” (as defined below) incorporated therein, but Ambassador may not use, assign, or license any rights to the Deliverables without Company’s prior written approval. The Ambassador grants the Company the right to use, reproduce, distribute, and display any content created by the Ambassador on behalf of the Company.

4.23 Ambassador hereby irrevocably grants Company the right, but not the obligation, to exhibit, copy, distribute, market, display, project, transmit, broadcast, publicly display, publicly perform, share, create derivative works of, link to and otherwise use the Deliverables and Ambassador’s name, voice, likeness, appearance, performance, biography or other rights of publicity (collectively, “Likeness”), in any media (collectively, the “Promotional Rights”). The Promotional Rights shall include the right to use and grant others the right to use the Deliverables to advertise, market and promote Company in any and all media without paying any additional compensation, costs or expenses and the right to use, reproduce, format, copy, transmit, store, and configure the Deliverables, create derivative works or take (or authorize third party vendors to take) whatever other action is required as reasonably necessary to perform all of the foregoing activities. In addition, Company shall have the right to use the Deliverables and Ambassador’s Likeness for non-public corporate, archival, historical, or other internal purposes, presentations, industry awards, and publicity related thereto in perpetuity. Ambassador acknowledges and agrees that media organizations and other third parties may use materials produced in connection with this Agreement (including the Likeness) after the Term of this Agreement has ended. Ambassador hereby waives any and all claims (including claims for additional compensation) against Company in connection with such third party uses. To the extent the Deliverables that feature Ambassador’s Likeness remains on a third-party site after the Term, Ambassador agrees that the Company shall have no obligation to police or require removal of such content. The Promotional Rights granted herein are in addition to any fair use or other rights Agency or Company would enjoy as a member of the general public in the Deliverables or the Likeness if this Agreement were not in effect. Ambassador
acknowledges that, after the Usage Term, Company shall have no obligation to take down or request the take down historical posts on social media containing the Deliverables or Ambassador’s Likeness.

1. 4.3 The Company hereby grants Ambassador a non-exclusive license to use the Company Logo, and all other trademarks, service marks, trade names, logos or other intellectual property provided to Ambassador by Agency or Company for use in and in connection with the Deliverables (collectively, the “Company IP”) to the extent otherwise necessary to produce and deliver the Deliverables. Company retain the right to pre-approve Ambassador’s use of the Company IP and any Ambassador Posts and/or Deliverables that include any Company IP. All of the Company IP remains the property of Company. Any and all goodwill arising out of Ambassador’s use of the Company IP inures to the exclusive benefit of Company. Company may elect at any time during or after the Term to require Ambassador to delete the Ambassador Posts and/or remove the Company IP from the Deliverables for any reason by providing Ambassador with written notice of its decision, and Ambassador shall implement Company’s decision promptly following its receipt of such written notice.The Ambassador agrees not to use any copyrighted or trademarked material in any content created on behalf of the Company without obtaining permission from the owner of such material.

1. 5. Termination

1. 5.1 The Company reserves the right to terminate the relationship with the Ambassador at any time, with or without cause, by providing notice to the Ambassador.

1. 5.2 In the event of termination, the Ambassador must immediately cease all promotion and use of the Company's products/services and remove all content related to the Company from their social media platforms, blogs, websites, and other media outlets.

1. By signing this agreement, the Ambassador acknowledges that they have read and agree to comply with the terms and conditions outlined in this agreement, including the FTC guidelines related to the promotion and endorsement of products and services, tax requirements related to compensation received, and the ownership and usage rights of any content created on behalf of the Company.

1. This agreement shall be governed by and construed in accordance with the laws of the state where the Company is locatedof California, without giving effect to any principles of conflicts of law.

1. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.