Thank you for your interest in becoming a Practicing Musician Ambassador. By submitting your registration form, you agree to the terms and conditions provided below. Please read them carefully.

Last updated: 4/3/2023

Table of Contents

1. Introduction
a. Description of the Ambassador Program
b. Acceptance of Terms and Conditions
c. Modifications to Terms and Conditions

2. Eligibility and Enrollment
a. Eligibility Criteria
b. Application Process
c. Acceptance and Termination of Ambassadors

3. Roles and Responsibilities
a. Ambassador Responsibilities
b. Company Responsibilities
c. Intellectual Property Rights

4. Compensation and Benefits
a. Commission Structure
b. Payment Terms and Conditions
c. Other Benefits and Incentives

5. Marketing and Promotion
a. Brand Guidelines
b. Marketing Materials
c. Social Media and Publicity Guidelines
d. Compliance with Applicable Laws and Regulations

6. Confidentiality and Non-Disclosure
a. Confidential Information
b. Obligations
c. Exceptions

7. Data Privacy and Security
a. Collection and Use of Personal Data
b. Compliance with Data Protection Laws
c. Security Measures

8. Term and Termination
a. Term of Agreement
b. Termination for Convenience
c. Termination for Cause
d. Effects of Termination

9. Liability and Indemnification
a. Limitation of Liability
b. Indemnification
c. Insurance

10. Non-Compete and Non-Solicitation
a. Non-Compete Obligations
b. Non-Solicitation Obligations

11. Dispute Resolution
a. Informal Dispute Resolution
b. Mediation
c. Arbitration
d. Governing Law and Jurisdiction

12. Miscellaneous
a. Entire Agreement
b. Severability
c. Waiver
d. Force Majeure
e. Assignment
f. Notices

1. Introduction

a. Description of the Ambassador Program

The Ambassador Program (the “Program“) is designed to provide a platform for passionate individuals (“Ambassador” or “Ambassadors“) to promote and support Practicing Musician (the “Company“), an online music education platform that offers a range of services, including a free online multimedia curriculum, monthly, quarterly, or annual micro tutoring subscriptions, hourly homeschool parent mentorship, professional development, and an eCommerce shop. By participating in the Program, Ambassadors have the opportunity to earn referral fees based on successful referrals to the Company’s paid services and products. For the purposes of the Program, the “Ambassador” and the “Company” are each a “Party” and, collectively, the “Parties“.

The Program aims to establish a mutually beneficial relationship between the Company and the Ambassadors, where the Ambassadors can leverage their networks and influence to increase the Company’s visibility, user base, and revenue, while also earning referral fees for their promotional efforts. The Program is governed by these Terms and Conditions, which set forth the rights, obligations, and responsibilities of both the Company and the Ambassadors, as well as the terms and conditions under which the referral fees will be paid.

If you have any questions or concerns about this Agreement please feel free to contact us at [email protected].

b. Acceptance of Terms and Conditions

By participating in the Program, you, the Ambassador, agree to be bound by these Terms and Conditions (the “Agreement“) and any additional terms, conditions, or policies provided by the Company in relation to the Program. If you do not agree to all the terms of this Agreement, you are not authorized to participate in the Program.

By registering to become an Ambassador, you represent that you have read, understood, and accepted the terms of this Agreement and that you meet the eligibility requirements specified in Section 2. Upon approval of your registration by the Company, this Agreement will become a legally binding contract between you and the Company.

c. Modifications to Terms and Conditions

The Company reserves the right, at its sole discretion, to update, amend, or modify this Agreement at any time. Any changes will be effective upon posting the revised Agreement on the Company’s website or by providing notice to Ambassadors through email or other communication methods deemed appropriate by the Company.

It is the Ambassador’s responsibility to regularly review the Agreement for any changes. Continued participation in the Program following the posting or notification of any changes to the Agreement constitutes the Ambassador’s acceptance of those changes. If the Ambassador does not agree to the changes, they must immediately cease participation in the Program and notify the Company in writing.

If any modification to the Agreement is deemed invalid, void, or unenforceable for any reason, that modification shall be considered severable and shall not affect the validity and enforceability of the remaining provisions of the Agreement.

2. Eligibility and Enrollment

a. Eligibility Criteria

To be eligible to participate in the Program, an individual must:

1. Be at least 18 years of age or the age of majority in their jurisdiction of residence, whichever is older.
2. Have a valid and active email address, mailing address, and any other required contact information.
3. Possess the necessary authority to enter into this Agreement and perform their obligations hereunder.
4. Be legally allowed to participate in referral or affiliate programs in their jurisdiction of residence.
5. Agree to comply with all applicable laws, regulations, and rules governing the promotion of the Company and its products and services.
6. Not be an employee, agent, or representative of the Company or any of its affiliates, or have any immediate family members who are employees, agents, or representatives of the Company or its affiliates.
7. Not have been previously terminated or suspended from the Program for any reason.

The Company reserves the right, at its sole discretion, to modify the eligibility criteria or reject any applicant who does not meet the above criteria or is otherwise deemed unsuitable for the Program. The Company may also consider additional factors, such as the applicant’s social media presence, expertise in music education, and alignment with the Company’s values and mission, when evaluating applications.

b. Application Process

To apply for the Program, interested individuals must complete and submit the Program registration form provided by the Company. The registration form may require personal information, such as name, email address, mailing address, phone number, social media profiles, and a brief description of the applicant’s experience or interest in music education, as well as any other information the Company deems relevant.

The Company reserves the right, at its sole discretion, to request additional information or documentation from applicants to support their application, assess their suitability for the Program, or verify their eligibility.

Upon receipt of a completed registration form, the Company will review the application and determine, at its sole discretion, whether to accept or reject the applicant based on the eligibility criteria and any other factors deemed relevant by the Company. The Company is under no obligation to provide a reason for the rejection of an application.

Applicants will be notified of the Company’s decision via email or any other communication method deemed appropriate by the Company. If an application is accepted, the applicant will be provided with access to the Program materials and resources, as well as instructions on how to proceed as an Ambassador.

The Company may limit the number of Ambassadors accepted into the Program at any time and may close the application process without notice. The Company also reserves the right to modify the application process or require re-application at any time.

c. Acceptance and Termination of Ambassadors

i. Acceptance: Once an applicant has been accepted into the Program, the individual will be considered an Ambassador, subject to the Terms and Conditions of this Agreement. The Company will provide the Ambassador with access to the Program materials and resources, and the Ambassador may commence promoting the Company and its products and services in accordance with this Agreement.

ii. Termination by the Company: The Company reserves the right, at its sole discretion, to terminate an Ambassador’s participation in the Program at any time for any cause, including, but not limited to, a breach of this Agreement, misrepresentation of the Company or its products, failure to comply with applicable laws and regulations, or any other conduct that the Company deems harmful to its reputation or interests. The Company will provide the Ambassador with written notice of termination. Upon termination, the Ambassador shall immediately cease all promotion and marketing activities related to the Company and the Program and forfeit any unpaid commissions or other benefits.

iii. Termination by the Ambassador: An Ambassador may voluntarily terminate their participation in the Program by providing written notice to the Company. Upon termination, the Ambassador shall immediately cease all promotion and marketing activities related to the Company and the Program and forfeit any unpaid commissions or other benefits.

iv. Survival: Upon termination of an Ambassador’s participation in the Program, the provisions of this Agreement relating to intellectual property rights, confidentiality, data privacy and security, liability and indemnification, non-compete and non-solicitation, dispute resolution, and miscellaneous provisions shall survive and continue to be binding on the Parties.

3. Roles and Responsibilities

a. Ambassador Responsibilities

i. Promotion and Representation: Ambassadors shall actively promote and market the Company and its products and services to their network, using their best efforts to increase brand awareness and generate new customers. Ambassadors shall represent the Company in a positive and professional manner, adhering to the Company’s Brand Guidelines, and ensuring that all promotional and marketing activities align with the Company’s values and objectives.

ii. Compliance with Brand Guidelines and Marketing Materials: Ambassadors shall strictly adhere to the Company’s Brand Guidelines, as provided by the Company, and only use compliant marketing materials in their promotional efforts. Ambassadors shall not create or distribute any non-compliant marketing materials.

iii. Social Media and Publicity Guidelines: Ambassadors shall comply with the Company’s Social Media and Publicity Guidelines, as well as all applicable laws and regulations governing advertising, endorsements, and testimonials. Ambassadors shall be transparent about their relationship with the Company and disclose their participation in the Program, as required by law or the Company’s guidelines.

iv. Compliance with Applicable Laws and Regulations: Ambassadors shall conduct all promotional and marketing activities in compliance with applicable local, state, federal, and international laws and regulations, including but not limited to consumer protection laws, data protection laws, and intellectual property laws.

v. Customer Referrals: Ambassadors shall use their unique referral codes, links, or other tracking mechanisms provided by the Company to facilitate the tracking and attribution of customer referrals. Ambassador referral cookies have a 90-day duration, ensuring that any new user who clicks on an Ambassador’s referral link and signs up for Practicing Musician’s services within this time frame will be attributed to the Ambassador, even if they return at a later date. This extended tracking period allows Ambassadors to receive credit for their promotional efforts over a longer time span. Ambassadors shall not engage in fraudulent or deceptive practices to generate referrals, such as creating fake accounts or using automated means to generate referral traffic.

vi. Communication with the Company: Ambassadors shall maintain regular communication with the Company, providing updates on their promotional efforts, reporting any issues or concerns, and seeking guidance or assistance as needed. Ambassadors shall respond promptly to any requests for information or feedback from the Company.

vii. Continuous Learning and Development: Ambassadors shall remain informed about the Company’s products, services, and industry developments, and seek to continually improve their knowledge and skills to better promote the Company and its offerings.

viii. Feedback and Suggestions: Ambassadors are encouraged to provide feedback and suggestions to the Company regarding the Program, marketing materials, products, services, or any other relevant matters. However, Ambassadors acknowledge that the Company is under no obligation to implement or act upon such feedback or suggestions.

b. Company Responsibilities

i. Program Support: The Company shall provide Ambassadors with the necessary support, guidance, and resources to effectively participate in the Program, including access to the Company’s Brand Guidelines, approved marketing materials, and unique referral codes, links, or other tracking mechanisms.

ii. Training and Education: The Company shall provide Ambassadors with training materials and resources to enhance their understanding of the Company’s products and services, and to support their promotional and marketing efforts. The Company may also periodically offer webinars, workshops, or other learning opportunities to further educate Ambassadors on industry developments, best practices, or other relevant topics.

iii. Commission Payments: The Company shall accurately track and calculate the commissions earned by Ambassadors in accordance with the Commission Structure outlined in the Agreement, and shall timely pay such commissions to the Ambassadors as per the Payment Terms and Conditions specified herein.

iv. Communication: The Company shall maintain open and regular communication with Ambassadors, providing updates on Program developments, new product or service offerings, changes to the Agreement, or other relevant information. The Company shall also be available to address any questions, concerns, or issues raised by Ambassadors in a timely and responsive manner.

v. Protection of Intellectual Property Rights: The Company shall ensure that all marketing materials provided to Ambassadors are compliant with intellectual property laws and regulations, and that the Company’s trademarks, logos, and other brand assets are properly registered and protected. The Company shall also take reasonable steps to address any unauthorized use or infringement of its intellectual property rights by third parties.

vi. Data Privacy and Security: The Company shall collect, use, store, and process any personal data collected from or about Ambassadors in accordance with applicable data protection laws and the Company’s Privacy Policy. The Company shall implement appropriate security measures to protect such personal data from unauthorized access, disclosure, alteration, or destruction.

vii. Compliance with Applicable Laws and Regulations: The Company shall conduct its business operations and administer the Program in compliance with all applicable local, state, federal, and international laws and regulations, including but not limited to consumer protection laws, data protection laws, and intellectual property laws.

viii. Continuous Improvement: The Company shall continuously evaluate and improve the Program based on feedback from Ambassadors, industry developments, and its own internal assessments, in order to better serve the needs of Ambassadors and enhance the overall effectiveness of the Program.

c. Intellectual Property Rights

i. Ownership: The Company shall retain all right, title, and interest in and to its intellectual property, including but not limited to its trademarks, logos, trade names, copyrights, patents, domain names, and other proprietary assets (collectively, the “Company IP“). Ambassadors acknowledge that their use of the Company IP under this Agreement does not confer any ownership or other proprietary rights in the Company IP, except for the limited license granted herein.

ii. Limited License: Subject to the terms and conditions of this Agreement, the Company hereby grants Ambassadors a non-exclusive, non-transferable, revocable, limited license to use the Company IP solely for the purpose of promoting and marketing the Company’s products and services in connection with the Program. This license shall terminate automatically upon the termination or expiration of this Agreement or the Ambassador’s participation in the Program.

iii. Proper Use: Ambassadors agree to use the Company IP in accordance with the Company’s Brand Guidelines, any applicable laws and regulations, and any other instructions or requirements provided by the Company. Ambassadors shall not alter, modify, or create derivative works of the Company IP without the Company’s prior written consent.

iv. Infringement and Misuse: Ambassadors shall promptly notify the Company of any unauthorized use, infringement, or misappropriation of the Company IP by third parties of which they become aware. The Company shall have the sole right and discretion to take any action against such infringement or misappropriation, including pursuing legal remedies, at its own expense. Ambassadors shall provide reasonable cooperation and assistance to the Company in connection with any such action.

v. Ambassador-Generated Content: Any original content created by Ambassadors in connection with their participation in the Program, including but not limited to blog posts, social media updates, videos, and photographs (collectively, the “Ambassador Content“), shall remain the property of the respective Ambassador. However, by participating in the Program, Ambassadors grant the Company a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, distribute, display, and modify the Ambassador Content for the purpose of promoting and marketing the Company’s products and services, subject to the Company providing appropriate attribution to the Ambassador as the creator of the content.

vi. Third-Party Intellectual Property: Ambassadors shall respect the intellectual property rights of third parties and shall not use, reproduce, or distribute any third-party intellectual property without the express written consent of the respective owner. Ambassadors shall indemnify and hold the Company harmless from any claims, damages, or costs (including reasonable attorneys’ fees) arising from their unauthorized use of third-party intellectual property in connection with the Program.

4. Compensation and Benefits

a. Commission Structure

i. General: Subject to the terms and conditions of this Agreement, Ambassadors shall be eligible to earn commissions on the sale of the Company’s products and services to customers referred by the Ambassadors through their unique referral links or codes, as described below.

ii. Referral Fees:

1. Free Online Multimedia Curriculum: No referral fee shall be paid for customers who sign up for the Company’s free online multimedia curriculum. Our paid services are promoted in the free homeschool and at-home learner platform, and your referral cookies last for 90 days, so you can generate income from students who convert within that period.
2. Micro Tutoring Subscriptions: Ambassadors shall earn a 10% recurring referral fee on the revenue generated from the sale of monthly, quarterly, or annual micro tutoring subscriptions to customers referred by the Ambassadors. The referral fee shall be paid as long as the referred customer maintains an active subscription to the micro tutoring service, and the Ambassador remains an active participant in the Program.
3. Homeschool Parent Mentorship: Ambassadors shall earn a 10% one-time referral fee on the revenue generated from the sale of hourly homeschool parent mentorship services to customers referred by the Ambassadors.
4. Professional Development: Ambassadors shall earn a 10% one-time referral fee on the revenue generated from the sale of professional development services to customers referred by the Ambassadors.
5. eCommerce Shop: Ambassadors shall earn a 10% one-time referral fee on the revenue generated from the sale of products in the Company’s eCommerce shop to customers referred by the Ambassadors.

iii. Tracking and Attribution: The Company shall provide Ambassadors with unique referral links or codes to track and attribute sales of its products and services to the appropriate Ambassador. Ambassadors are responsible for using their unique referral links or codes when promoting the Company’s products and services to ensure proper attribution of sales. Ambassador referral cookies have a 90-day duration, ensuring that any new user who clicks on an Ambassador’s referral link and signs up for Practicing Musician’s services within this time frame will be attributed to the Ambassador, even if they return at a later date. This extended tracking period allows Ambassadors to receive credit for their promotional efforts over a longer time span.

iv. Commission Adjustments: The Company reserves the right to adjust the commission structure at its sole discretion upon providing reasonable notice to Ambassadors. Such adjustments may include, but are not limited to, changes in referral fees, the introduction of new products or services, or the discontinuation of existing products or services. The Company shall notify Ambassadors of any adjustments to the commission structure in writing, and any such adjustments shall apply prospectively to sales occurring after the effective date of the adjustment.

b. Payment Terms and Conditions

i. Payment Schedule: The Company shall pay commissions earned by Ambassadors on a monthly basis. Payments shall be made on the 15th day of each month following the end of the calendar month in which the applicable sale occurred. If the 15th falls on a weekend or public holiday, the payment shall be made on the next business day. However, in the case of commissions earned from pre-sale events, payment will be made after the refund date has passed for the respective event.

ii. Payment Threshold: Ambassadors must meet a minimum payment threshold of fifty dollars ($50) in earned commissions before a payment is issued. If an Ambassador has not reached the minimum payment threshold, the earned commissions shall be carried over to subsequent months until the minimum threshold is met.

iii. Payment Method: Commissions shall be paid via the payment method specified by the Ambassador during the registration process or as subsequently updated in the Ambassador’s account settings. The Ambassador is responsible for providing accurate and up-to-date payment information to the Company. The Company shall not be liable for any payments made to an incorrect account due to inaccurate or outdated payment information provided by the Ambassador.

iv. Currency: All commission payments shall be made in United States Dollars (USD), unless otherwise agreed upon by the Company and the Ambassador in writing.

v. Taxes: Ambassadors are responsible for the payment of any applicable taxes, duties, or other fees associated with the receipt of commission payments. The Company shall not withhold or make any deductions for taxes or other fees from commission payments, except as required by applicable law.

vi. Reporting: The Company shall provide Ambassadors with access to an online dashboard or reporting system where they can track their referrals, sales, and earned commissions. The Company shall use commercially reasonable efforts to ensure the accuracy of the reporting system but does not guarantee that the system will be free from errors or omissions.

vii. Chargebacks and Refunds: If a customer referred by an Ambassador requests a refund or initiates a chargeback for a transaction for which the Ambassador has already been paid a commission, the Company reserves the right to deduct the corresponding commission amount from the Ambassador’s future commission payments.

viii. Disputes: Any disputes concerning commission payments, including but not limited to the amount of commission earned or the attribution of a sale to an Ambassador, must be submitted in writing to the Company within thirty (30) days from the date of the disputed payment. The Company shall review the dispute and respond within a reasonable period, and its determination shall be final and binding. Failure to submit a dispute within the specified timeframe shall be deemed a waiver of any claims related to the disputed payment.

c. Other Benefits and Incentives

i. Exclusive Access: Ambassadors may receive exclusive access to new products, promotions, and updates from the Company, allowing them to stay informed and be the first to share this information with their audience.

ii. Training and Support: The Company may provide Ambassadors with training materials, webinars, and other resources to help them effectively promote the Company’s products and services, as well as to enhance their skills as Ambassadors.

iii. Performance-Based Rewards: The Company may, at its sole discretion, offer performance-based rewards, such as bonuses, gifts, or other incentives, to Ambassadors who achieve certain milestones or targets. The specific criteria for earning such rewards, and the nature of the rewards themselves, shall be determined by the Company and communicated to the Ambassadors in a timely manner.

iv. Ambassador Contests and Giveaways: The Company may, from time to time, organize contests or giveaways for Ambassadors, with the goal of encouraging engagement, creativity, and enthusiasm among the Ambassador community. The rules and eligibility criteria for these contests or giveaways shall be determined by the Company and communicated to the Ambassadors in advance.

v. Brand Affiliation: Ambassadors may enjoy the prestige and credibility associated with being affiliated with the Company and its brand, which may help to enhance their own reputation and following.

vi. Networking Opportunities: Ambassadors may be given the opportunity to connect and collaborate with other members of the Ambassador community, fostering a sense of camaraderie and providing valuable networking opportunities.

Please note that the Company reserves the right to modify or discontinue any of the benefits and incentives listed above at any time, with or without prior notice to Ambassadors.

5. Marketing and Promotion

a. Brand Guidelines

i. Compliance with Brand Guidelines: Ambassadors shall comply with the Company’s Brand Guidelines, as provided by the Company, when promoting and representing the Company, its products, and services. The Brand Guidelines may include, but are not limited to, instructions on the use of the Company’s name, logo, trademarks, color schemes, fonts, and other branding elements.

ii. Updates and Modifications: The Company reserves the right to update or modify the Brand Guidelines at any time. Ambassadors are responsible for regularly reviewing the Brand Guidelines and ensuring their promotional activities remain in compliance with the most current version. The Company shall endeavor to provide Ambassadors with reasonable notice of any significant updates or modifications to the Brand Guidelines.

iii. Unauthorized Use of Intellectual Property: Ambassadors shall not use the Company’s name, logo, trademarks, or any other intellectual property in a manner that is not expressly permitted by the Brand Guidelines or by written consent from the Company. Unauthorized use of the Company’s intellectual property may result in the termination of the Ambassador’s participation in the Program and may expose the Ambassador to legal liability.

iv. Representations of the Company: Ambassadors shall not make any false or misleading statements or representations about the Company, its products, or services. Ambassadors must accurately represent the nature of their relationship with the Company, making it clear that they are not employees, agents, or representatives of the Company, but rather, independent participants in the Program.

v. Approval of Marketing Materials: Ambassadors are permitted to create their own marketing materials or modify existing materials provided by the Company, as long as they adhere to the Social Media and Publicity Guidelines and Brand Guidelines outlined by the Company. By ensuring compliance with these guidelines, Ambassadors can use their own promotional materials in various promotional activities without requiring prior approval from the Company. However, the Company reserves the right to review and request changes or modifications to any materials that are found to be non-compliant with the Social Media and Publicity Guidelines, Brand Guidelines, or any other provisions of this Agreement.

vi. Corrective Actions: If the Company determines that an Ambassador’s promotional activities are not in compliance with the Brand Guidelines or any other provisions of this Agreement, the Company may require the Ambassador to take corrective actions, which may include, but are not limited to, ceasing the use of non-compliant materials, revising materials to bring them into compliance, or removing any non-compliant content posted on social media or other platforms. Failure to promptly comply with any required corrective actions may result in the termination of the Ambassador’s participation in the Program.

b. Marketing Materials

i. Provision of Marketing Materials: The Company shall provide Ambassadors with access to a range of marketing materials, including, but not limited to, digital assets, promotional copy, images, and other content (collectively, the “Marketing Materials“). The Marketing Materials are designed to assist Ambassadors in promoting the Company, its products, and services in accordance with the Brand Guidelines and this Agreement.

ii. Use of Marketing Materials: Ambassadors shall use the Marketing Materials provided by the Company in their promotional activities, in compliance with the Brand Guidelines and any other applicable provisions of this Agreement. Ambassadors may modify, alter, or create derivative works from the Marketing Materials without the Company’s prior written consent.

iii. Copyright and Intellectual Property: All Marketing Materials provided by the Company are the exclusive property of the Company and protected by copyright and other intellectual property laws. Ambassadors are granted a limited, revocable, non-exclusive, non-transferable license to use the Marketing Materials solely for the purpose of promoting the Company, its products, and services in connection with their participation in the Program. This license shall automatically terminate upon the termination of the Ambassador’s participation in the Program or upon the Company’s request.

iv. Custom Marketing Materials: Ambassadors are allowed to create custom marketing materials or modify existing Marketing Materials provided by the Company, as long as they adhere to the Social Media and Publicity Guidelines and Brand Guidelines set forth by the Company. By ensuring compliance with these guidelines, Ambassadors can use their custom promotional materials in various promotional activities without the need for prior approval from the Company. However, the Company reserves the right to review and request changes or modifications to any custom materials that are found to be non-compliant with the Social Media and Publicity Guidelines, Brand Guidelines, or any other provisions of this Agreement.

v. Reporting Unauthorized Use: Ambassadors are responsible for reporting any unauthorized use or distribution of the Marketing Materials to the Company. The Company reserves the right to take appropriate action, including legal action, against any individual or entity engaged in unauthorized use or distribution of the Marketing Materials.

vi. Withdrawal or Modification of Marketing Materials: The Company reserves the right to withdraw, modify, or replace any Marketing Materials at any time, with or without notice. Ambassadors are responsible for regularly reviewing the Marketing Materials provided by the Company and ensuring their promotional activities remain in compliance with the most current version of the Marketing Materials.

c. Social Media and Publicity Guidelines

i. Social Media Accounts: Ambassadors shall maintain their social media accounts in a professional and respectful manner, ensuring that any content posted in connection with the Program aligns with the Company’s values and Brand Guidelines. Ambassadors must clearly disclose their relationship with the Company and the Program when promoting the Company, its products, or services on social media.

ii. FTC Compliance: Ambassadors must comply with the Federal Trade Commission’s (“FTC”) guidelines on endorsements and testimonials in advertising. This includes, but is not limited to, clearly disclosing their relationship with the Company and the fact that they may receive compensation for referrals. Ambassadors must use the appropriate FTC-compliant disclosure language in all promotional content, including social media posts, blog articles, and other marketing materials.

iii. False or Misleading Statements: Ambassadors shall not make false, misleading, or unsubstantiated statements about the Company, its products, or services. Any claims made by Ambassadors about the Company’s products or services must be accurate and based on personal experience or knowledge.

iv. Negative or Defamatory Content: Ambassadors must not engage in any activities that may harm the reputation of the Company, its products, or its services. This includes, but is not limited to, posting defamatory, offensive, or derogatory content, or participating in any form of online harassment or trolling directed at the Company, its employees, customers, or other Ambassadors.

v. User-Generated Content: Ambassadors may share, repost, or retweet content created by the Company or other users, provided that such content complies with the Brand Guidelines and this Agreement. Ambassadors must obtain the necessary permissions from the content creator and give proper credit when sharing or reposting user-generated content.

vi. Public Appearances and Media Engagements: If an Ambassador is invited to participate in public appearances or media engagements on behalf of the Company, the Ambassador must obtain the Company’s prior written approval. The Company reserves the right to approve, deny, or provide specific guidelines for any such appearances or engagements.

vii. Monitoring and Removal of Content: The Company reserves the right to monitor Ambassadors’ social media accounts and other promotional activities to ensure compliance with this Agreement, the Brand Guidelines, and applicable laws and regulations. If the Company determines that an Ambassador has violated any provisions of this Agreement or the Brand Guidelines, the Company may require the Ambassador to remove or modify the offending content and may take further action, including termination of the Ambassador’s participation in the Program, as appropriate.

d. Compliance with Applicable Laws and Regulations

i. General Compliance: Ambassadors shall comply with all applicable federal, state, and local laws, regulations, and industry best practices when promoting the Company, its products, and services, including but not limited to, consumer protection, privacy, data protection, and marketing laws and regulations.

ii. Advertising Laws and Regulations: Ambassadors must ensure that their promotional activities and materials adhere to all applicable advertising and marketing laws, regulations, and guidelines. This includes, but is not limited to, compliance with the FTC guidelines on endorsements and testimonials, and any other relevant industry-specific or regional regulations.

iii. Anti-Spam Compliance: Ambassadors are prohibited from engaging in any form of unsolicited marketing or spamming activities, including sending unsolicited commercial emails, social media messages, or engaging in any other activities that may violate applicable anti-spam laws and regulations, such as the CAN-SPAM Act or other similar laws.

iv. Export Compliance: Ambassadors shall not market, sell, or distribute the Company’s products or services in countries or territories that are subject to U.S. trade sanctions or embargoes, or where doing so would violate any applicable laws or regulations.

v. Consumer Protection and Privacy: Ambassadors must respect the privacy and consumer protection rights of individuals they interact with while promoting the Company, its products, or services. This includes, but is not limited to, obtaining appropriate consent for collecting, processing, and sharing personal information using Practicing Musician’s official Media Release Form, as well as complying with relevant privacy and data protection laws and regulations, such as the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or any other applicable laws.

vi. No Infringement: Ambassadors shall not infringe upon any third-party intellectual property rights, including trademarks, copyrights, or patents, when promoting the Company, its products, or services. Ambassadors must obtain the necessary permissions and licenses for any third-party content they use in their promotional activities.

vii. Reporting Violations: Ambassadors must promptly report any known or suspected violations of applicable laws or regulations, or any provision of this Agreement, to the Company. The Company reserves the right to investigate any such violations and to take appropriate action, including termination of the Ambassador’s participation in the Program, as necessary.

By participating in the Program, Ambassadors acknowledge and agree that it is their responsibility to ensure compliance with all applicable laws and regulations while promoting the Company, its products, and services, and that failure to do so may result in termination of their participation in the Program and potential legal liability.

6. Confidentiality and Non-Disclosure

a. Confidential Information

i. Definition: For the purposes of this Agreement, “Confidential Information” shall mean any non-public information, whether oral, written, or in any other form, which is disclosed by or on behalf of the Company to the Ambassador, or which the Ambassador otherwise learns in connection with their participation in the Program. Confidential Information includes, but is not limited to, trade secrets, proprietary information, business strategies, marketing plans, financial data, customer and supplier lists, pricing information, referral fees, product designs, technology, software, know-how, and any other information that is designated as confidential by the Company, or which, under the circumstances surrounding the disclosure, ought reasonably to be considered confidential.

ii. Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly available without any breach of this Agreement by the Ambassador; (b) was known to the Ambassador prior to its disclosure by the Company without any obligation of confidentiality; (c) is independently developed by the Ambassador without reference to or use of the Company’s Confidential Information; or (d) is lawfully received by the Ambassador from a third party without any breach of confidentiality obligations.

iii. Ownership: All Confidential Information remains the property of the Company, and no license or other rights to Confidential Information are granted or implied by this Agreement, except as specifically provided herein.

b. Obligations

i. Non-Disclosure: The Ambassador agrees to hold the Confidential Information in strict confidence and shall not disclose, copy, reproduce, or otherwise make available any Confidential Information to any third party, except as expressly authorized by the Company in writing. The Ambassador shall take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information, including, but not limited to, implementing appropriate security measures and limiting access to the Confidential Information to only those individuals who have a legitimate need to know in connection with the Ambassador’s participation in the Program.

ii. Authorized Disclosures: The Ambassador may disclose Confidential Information only to the extent required by law, regulation, or court order, provided that the Ambassador: (a) gives the Company prompt written notice of such requirement, (b) provides reasonable assistance to the Company in contesting such requirement or obtaining a protective order, at the Company’s expense, and (c) discloses only the portion of Confidential Information strictly required by such law, regulation, or court order.

iii. Non-Use: The Ambassador agrees not to use any Confidential Information for any purpose other than as necessary for the performance of their obligations and exercise of their rights under this Agreement, and for the benefit of the Company.

iv. Return or Destruction: Upon the termination of this Agreement, or at any time upon the Company’s request, the Ambassador shall promptly return to the Company or, if directed by the Company, destroy all Confidential Information in the Ambassador’s possession or control, including all copies, summaries, analyses, and other materials containing or derived from the Confidential Information, and shall certify in writing the completion of such return or destruction.

v. Continuing Obligations: The Ambassador’s obligations under this Section shall survive the termination of this Agreement for a period of five (5) years, or, in the case of trade secrets, for as long as such information remains a trade secret under applicable law, whichever is longer.

c. Exceptions

The obligations of the Ambassador with respect to the Confidential Information shall not apply to any information that:

i. is or becomes publicly known or generally available to the public through no act or omission of the Ambassador;

ii. is lawfully disclosed to the Ambassador by a third party who has the right to disclose such information and without any obligation of confidentiality on the part of the Ambassador;

iii. was already known to the Ambassador, without any obligation to keep it confidential, prior to its disclosure by the Company, as evidenced by the Ambassador’s written records;

iv. is independently developed by the Ambassador without reference to or use of the Confidential Information, as evidenced by the Ambassador’s written records; or

v. is approved for release or disclosure by the Company through prior written authorization from an authorized representative of the Company.

In the event that any Confidential Information falls under any of the exceptions listed above, the Ambassador’s obligations under this Agreement with respect to such information shall cease with respect to the specific information that meets the applicable exception.

7. Data Privacy and Security

a. Collection and Use of Personal Data

In connection with the Ambassador’s participation in the Program, the Company may collect, process, and store certain Personal Data relating to the Ambassador. “Personal Data” refers to any information that can be used to identify the Ambassador, either directly or indirectly, including but not limited to the Ambassador’s name, contact information, identification number, location data, or online identifier.

The Company shall collect and use Personal Data only for the purposes of administering the Program, including but not limited to:

i. processing and evaluating the Ambassador’s application to join the Program;

ii. communicating with the Ambassador about the Program, including updates, promotional materials, and relevant information;

iii. calculating, tracking, and processing commissions and other benefits earned by the Ambassador;

iv. monitoring, analyzing, and improving the performance of the Program and the Company’s products and services;

v. ensuring compliance with the Agreement and applicable laws and regulations; and

vi. any other purpose that the Company deems necessary or appropriate to fulfill its obligations under the Agreement or in connection with the Program, and as permitted by applicable laws and regulations.

The Company shall handle all Personal Data in accordance with its Privacy Policy, which is available on the Company’s website and is incorporated into this Agreement by reference. The Ambassador acknowledges and agrees that by participating in the Program, the Ambassador consents to the collection, use, and disclosure of their Personal Data as described in the Company’s Privacy Policy and this Agreement.

b. Compliance with Data Protection Laws

The Company is committed to complying with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant laws or regulations that may apply to the collection, processing, storage, and disclosure of Personal Data.

The Ambassador acknowledges and agrees that they shall also comply with all applicable data protection laws and regulations when participating in the Program, including but not limited to:

i. obtaining any required consents from individuals whose Personal Data may be collected, processed, or disclosed in connection with the Ambassador’s promotion of the Company and its products and services;

ii. providing any required notices or disclosures to individuals whose Personal Data may be collected, processed, or disclosed in connection with the Ambassador’s promotion of the Company and its products and services;

iii. ensuring that the Ambassador’s marketing and promotional activities do not violate any data protection laws or regulations, or infringe upon the privacy rights of any individual;

iv. promptly notifying the Company in writing of any requests, inquiries, or complaints received from individuals whose Personal Data may have been collected, processed, or disclosed in connection with the Ambassador’s promotion of the Company and its products and services, and cooperating with the Company in addressing such requests, inquiries, or complaints; and

v. cooperating with the Company in conducting any required assessments, audits, or investigations related to the Ambassador’s compliance with data protection laws and regulations.

The Ambassador shall indemnify and hold the Company harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Ambassador’s violation of any data protection laws or regulations, or the Ambassador’s failure to comply with the requirements set forth in this Section 7(b).

c. Security Measures

The Company and the Ambassador each agree to implement and maintain reasonable and appropriate security measures designed to protect Personal Data from unauthorized access, disclosure, alteration, or destruction, taking into account the nature, scope, context, and purpose of the processing, as well as the risks associated with the processing of Personal Data.

Such security measures may include, but are not limited to:

i. restricting access to Personal Data to only those employees, agents, or contractors who require access in order to fulfill their job responsibilities or perform services on behalf of the Company or the Ambassador;

ii. implementing and maintaining password protection, encryption, or other access control mechanisms to prevent unauthorized access to Personal Data;

iii. maintaining up-to-date antivirus and antimalware software, firewalls, and other security technologies designed to protect against unauthorized access, hacking, or data breaches;

iv. conducting regular security assessments and audits to identify and address potential vulnerabilities in the Company’s or the Ambassador’s information systems and networks;

v. providing training and guidance to employees, agents, or contractors on data protection and security best practices, and ensuring that they are aware of their responsibilities and obligations with respect to the protection of Personal Data;

vi. implementing and maintaining a documented incident response plan to promptly address any actual or suspected data breaches or security incidents, including procedures for notifying affected individuals and relevant authorities, as required by applicable law; and

vii. securely disposing of or deleting Personal Data when it is no longer necessary for the purposes for which it was collected or processed, in accordance with applicable data retention policies and legal requirements.

Both the Company and the Ambassador acknowledge their respective obligations to report any actual or suspected data breaches or security incidents to each other and to the appropriate authorities, as required by applicable law. The Ambassador agrees to cooperate with the Company in any investigations or actions necessary to address any such incidents and to mitigate any potential harm to individuals whose Personal Data may have been compromised.

8. Term and Termination

a. Term of Agreement

This Agreement shall commence on the date of the Ambassador’s acceptance into the Program (the “Effective Date“) and shall continue in full force and effect until terminated by either Party in accordance with the provisions of this Agreement (the “Term“). The Term shall automatically renew for successive periods of one (1) year each, unless either Party provides written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then-current Term.

During the Term, the Ambassador shall continue to comply with all the terms and conditions of this Agreement, including any modifications or updates that may be made by the Company from time to time. The Ambassador’s continued participation in the Program constitutes their acceptance of any such modifications or updates.

b. Termination for Convenience

In addition to the termination rights outlined in Section 2(c), either Party may terminate this Agreement for convenience, without cause, upon providing the other Party with written notice of its intent to terminate. The termination shall be effective thirty (30) days after receipt of such written notice by the non-terminating Party, unless otherwise agreed upon by both Parties in writing.

During the termination notice period, both Parties shall continue to perform their obligations under this Agreement, and the Ambassador shall remain entitled to any earned but unpaid commissions. Upon the effective date of termination, the Ambassador shall cease all promotional and marketing activities related to the Company and the Program, and shall immediately discontinue the use of any Company-provided marketing materials, logos, trademarks, or other intellectual property.

In the event of termination for convenience by the Company, the Company will pay Ambassador all unpaid commissions and continue to pay Ambassador recurring commissions for six (6) months for all subscriptions initiated before the effective date of termination. In the event of termination for convenience by the Ambassador, the Ambassador shall forfeit any unpaid commissions or other benefits, as described in Section 2(c)(iii).

The Ambassador shall also, within thirty (30) days of the effective date of termination, provide the Company with a written statement certifying the discontinuance of any and all promotional activities, and the removal of any and all Company-related intellectual property from the Ambassador’s marketing channels, including but not limited to websites, social media accounts, and email campaigns.

Upon termination of an Ambassador’s participation in the Program, the provisions of this Agreement relating to intellectual property rights, confidentiality, data privacy and security, liability and indemnification, non-compete and non-solicitation, dispute resolution, and miscellaneous provisions shall survive and continue to be binding on the Parties, as set forth in Section 2(c)(iv).

c. Termination for Cause

Either Party may terminate this Agreement for cause if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching Party. The termination shall be effective upon the expiration of the cure period if the breaching Party has not cured the breach.

In addition to the Company’s termination rights set forth in Section 2(c)(ii), the Company may terminate this Agreement immediately upon written notice to the Ambassador in the event of:

1. The Ambassador’s willful misconduct, gross negligence, or fraudulent activities in connection with the performance of their obligations under this Agreement;
2. The Ambassador’s conviction of, or plea of guilty or no contest to, a felony or any crime involving dishonesty or moral turpitude;
3. The Ambassador’s unauthorized disclosure or use of the Company’s confidential information or violation of the Company’s intellectual property rights;
4. The Ambassador’s failure to comply with the Company’s policies, guidelines, or any applicable laws and regulations; or
5. The Ambassador’s continued breach of this Agreement after receiving written notice from the Company.

Upon termination of this Agreement for cause, the Ambassador shall immediately cease all promotion and marketing activities related to the Company and the Program and forfeit any unpaid commissions or other benefits. In the event of termination for cause by the Ambassador, the Company will pay the Ambassador all unpaid commissions earned prior to the effective date of termination and continue to pay the Ambassador recurring commissions for six (6) months, unless the cause for termination involves a breach of the terms governing the payment of commissions or other benefits.

The provisions of this Agreement relating to intellectual property rights, confidentiality, data privacy and security, liability and indemnification, non-compete and non-solicitation, dispute resolution, and miscellaneous provisions shall survive termination for cause and continue to be binding on the Parties, as set forth in Section 2(c)(iv).

d. Effects of Termination

Upon termination of this Agreement for any reason, the following effects shall apply:

i. The Ambassador shall immediately cease all promotion, marketing, and other activities related to the Company and the Program, and shall remove any and all materials, links, or references to the Company and the Program from their website, social media platforms, and any other communication channels.

ii. The Ambassador shall return to the Company any and all materials, resources, and proprietary information provided by the Company during their participation in the Program, including any marketing materials, customer lists, or any other documents containing confidential information.

iii. The Company shall pay the Ambassador all unpaid commissions earned up to the effective date of termination, in accordance with the terms set forth in this Agreement. For termination for convenience by the Company or termination for cause by the Ambassador, the Company will continue to pay the Ambassador recurring commissions for six (6) months after the effective date of termination, unless otherwise specified in this Agreement.

iv. Any licenses or permissions granted by the Company to the Ambassador under this Agreement shall automatically terminate, and the Ambassador shall cease using the Company’s intellectual property, including but not limited to, trademarks, logos, or copyrighted materials.

v. The Ambassador shall, upon the Company’s request, promptly provide a written statement certifying that they have complied with the obligations set forth in this Section 8(d).

vi. The provisions of this Agreement relating to intellectual property rights, confidentiality, data privacy and security, liability and indemnification, non-compete and non-solicitation, dispute resolution, and miscellaneous provisions shall survive the termination of this Agreement and continue to be binding on the Parties, as set forth in Section 2(c)(iv).

The Parties acknowledge and agree that the termination of this Agreement and the cessation of the Ambassador’s participation in the Program shall not relieve either Party of any obligations or liabilities that accrued prior to the effective date of termination, nor shall it prejudice the rights and remedies of either Party with respect to any breach of this Agreement.

9. Liability and Indemnification

a. Limitation of Liability

i. To the maximum extent permitted by applicable law, in no event shall the Company, its officers, directors, employees, agents, representatives, or affiliates, be liable to the Ambassador or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, including but not limited to, lost profits, lost revenue, lost savings, loss of data, or any other damages or losses, arising out of or in connection with this Agreement, the Ambassador’s participation in the Program, or the use or inability to use any of the Company’s products or services, even if the Company has been advised of the possibility of such damages.

ii. The Company’s total cumulative liability arising from or related to this Agreement and the Program, whether in contract, tort, or otherwise, shall not exceed the total amount of commissions paid or payable to the Ambassador by the Company under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

iii. The limitations set forth in this Section 9(a) shall apply notwithstanding any failure of essential purpose of any limited remedy and shall not apply to the extent prohibited by law. The Ambassador acknowledges and agrees that the Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties.

b. Indemnification

i. Ambassador Indemnification: The Ambassador agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, representatives, and affiliates from and against any and all claims, demands, losses, damages, expenses, and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with: (a) any breach or alleged breach of this Agreement by the Ambassador; (b) any violation of applicable laws, rules, or regulations by the Ambassador; (c) any infringement, misappropriation, or violation of any intellectual property rights or other rights of any third party by the Ambassador; (d) any negligent or willful misconduct by the Ambassador; or (e) any other acts or omissions by the Ambassador relating to the performance of their obligations under this Agreement.

ii. Company Indemnification: The Company agrees to indemnify, defend, and hold harmless the Ambassador from and against any and all claims, demands, losses, damages, expenses, and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with: (a) any breach or alleged breach of this Agreement by the Company; (b) any violation of applicable laws, rules, or regulations by the Company; (c) any infringement, misappropriation, or violation of any intellectual property rights or other rights of any third party by the Company’s products or services; or (d) any negligent or willful misconduct by the Company.

iii. Indemnification Procedure: In the event of any claim for which indemnification is sought under this Section 9(b), the indemnified Party shall promptly notify the indemnifying Party in writing of the claim, and the indemnifying Party shall have the right to assume the defense of the claim with counsel of its own choosing, provided that the indemnifying Party notifies the indemnified Party of its intention to assume the defense. The indemnified Party shall have the right to participate in the defense at its own expense. The indemnifying Party shall not settle or compromise any claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

c. Insurance

i. Ambassador Insurance: The Ambassador, at their own expense, shall maintain throughout the term of this Agreement, any insurance policies that may be reasonably required by the Company, which may include, but are not limited to, general liability insurance, professional liability insurance, and/or errors and omissions insurance. The Ambassador shall provide the Company with proof of such insurance upon request.

ii. Company Insurance: The Company shall maintain throughout the term of this Agreement, at its own expense, insurance policies that may be reasonably required to cover its obligations under this Agreement, including, but not limited to, general liability insurance, professional liability insurance, and/or errors and omissions insurance.

iii. Additional Insured: Each Party may require the other Party to add them as an additional insured on their respective insurance policies, subject to the terms and conditions of such policies. If a Party is required to be added as an additional insured, the other Party shall provide a certificate of insurance evidencing the additional insured status upon request.

iv. Insurance Requirements: All insurance policies required under this Section 9(c) shall be issued by insurers with a minimum rating of “A-” by A.M. Best or another comparable rating agency. The required insurance coverages shall be maintained throughout the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement. Any failure to maintain the required insurance or to provide proof of such insurance upon request may be considered a material breach of this Agreement.

10. Non-Compete and Non-Solicitation

a. Non-Compete Obligations

i. Non-Compete Covenant: During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, the Ambassador shall not, directly or indirectly, engage or participate in any business activity or enterprise that competes with the Company’s business, including, but not limited to, providing, promoting, or selling products or services that are substantially similar to the Company’s products or services, within a geographical area in which the Company operates.

ii. Non-Compete Exceptions: The non-compete obligations set forth in this Section 10(a) shall not apply to the extent that the Ambassador can demonstrate that their involvement in a competing business is limited to passive investments, such as owning less than 1% of the outstanding shares of a publicly-traded company, and does not involve the provision of advice, consultation, or other active participation in the competing business.

iii. Reasonableness of Restrictions: The Ambassador acknowledges that the non-compete restrictions set forth in this Section 10(a) are reasonable in scope and duration and are necessary to protect the legitimate interests of the Company, including its trade secrets, confidential information, goodwill, and customer relationships. The Ambassador further agrees that, in the event any provision of this Section 10(a) is determined by a court or arbitrator to be overly broad or otherwise unenforceable, the court or arbitrator shall have the authority to modify the provision to the extent necessary to render it enforceable, and the Ambassador shall be bound by the provision as modified.

b. Non-Solicitation Obligations

i. Non-Solicitation of Customers: During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, the Ambassador shall not, directly or indirectly, solicit or attempt to solicit any of the Company’s customers, clients, or prospective customers or clients with whom the Ambassador had contact or about whom the Ambassador obtained confidential information during their engagement with the Company, for the purpose of providing products or services that are competitive with the Company’s products or services.

ii. Non-Solicitation of Employees and Contractors: During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, the Ambassador shall not, directly or indirectly, solicit or attempt to solicit any of the Company’s employees, contractors, or consultants to terminate their relationship with the Company, or to work for or provide services to any competitor of the Company, or to any other person or entity in a manner that would be in competition with the Company’s business.

iii. Non-Disparagement: During the term of this Agreement and at all times thereafter, the Ambassador agrees not to make any disparaging, negative, or defamatory statements, whether written or oral, about the Company, its products or services, or any of its directors, officers, employees, or representatives.

iv. Reasonableness of Restrictions: The Ambassador acknowledges that the non-solicitation restrictions set forth in this Section 10(b) are reasonable in scope and duration and are necessary to protect the legitimate interests of the Company, including its trade secrets, confidential information, goodwill, and customer relationships. The Ambassador further agrees that, in the event any provision of this Section 10(b) is determined by a court or arbitrator to be overly broad or otherwise unenforceable, the court or arbitrator shall have the authority to modify the provision to the extent necessary to render it enforceable, and the Ambassador shall be bound by the provision as modified.

11. Dispute Resolution

a. Informal Dispute Resolution

i. Good Faith Efforts: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, the Parties agree to first attempt in good faith to resolve the dispute amicably through informal negotiation. Each Party shall designate a representative with the authority to resolve the dispute on its behalf.

ii. Notice of Dispute: A Party seeking to resolve a dispute through informal dispute resolution shall provide written notice to the other Party, describing the nature of the dispute, the relief sought, and the representative designated for resolution. The receiving Party shall have ten (10) business days from the receipt of the notice to respond in writing, providing its own designated representative and its position on the dispute, including any supporting facts or arguments.

iii. Negotiation Period: Upon receipt of the response, the designated representatives shall have a period of thirty (30) days, or such longer period as the Parties may agree, to engage in good faith negotiations in an effort to resolve the dispute. During this period, the Parties shall communicate regularly and promptly, providing any necessary or relevant information, and shall make every reasonable effort to reach an amicable resolution.

iv. No Admission of Liability: The Parties acknowledge and agree that any discussions, communications, or exchanges of information during the informal dispute resolution process shall be without prejudice, and no admission of liability or wrongdoing shall be inferred from any such discussions, communications, or exchanges.

v. Escalation to Mediation or Arbitration: If the Parties are unable to resolve the dispute through informal dispute resolution within the negotiation period, either Party may elect to proceed with mediation, as set forth in Section 11(b), or arbitration, as set forth in Section 11(c), by providing written notice to the other Party.

b. Mediation

i. Mediation Initiation: If a dispute remains unresolved following the informal dispute resolution process described in Section 11(a), either Party may initiate mediation by providing written notice to the other Party of its intention to do so. The notice shall include a description of the dispute, the relief sought, and the name of a proposed mediator.

ii. Selection of Mediator: The Parties shall endeavor to agree upon a single, neutral mediator within ten (10) business days of the receipt of the mediation initiation notice. If the Parties are unable to agree on a mediator within this timeframe, the Parties shall request that a recognized mediation organization or professional association, as agreed upon by the Parties, appoint a mediator.

iii. Mediation Process: The mediator shall assist the Parties in negotiating a resolution to the dispute in a confidential and non-binding manner. The Parties agree to participate in good faith in the mediation process and to share equally the mediator’s fees and expenses, unless otherwise agreed in writing.

iv. Time and Place of Mediation: The mediation shall take place at a mutually agreeable location and time within sixty (60) days from the date of the mediator’s appointment, or at such later time as the Parties may agree.

v. Confidentiality: All discussions, communications, and materials exchanged or presented during the mediation process shall be treated as confidential and shall not be disclosed to any third party, except as required by law or with the express written consent of both Parties. No admission of liability or wrongdoing shall be inferred from any such discussions, communications, or materials.

vi. Termination of Mediation: Mediation may be terminated by either Party if, in its sole discretion, it determines that the mediation process is unlikely to result in a resolution of the dispute. If the mediation is terminated without a resolution, either Party may initiate arbitration as set forth in Section 11(c).

vii. Effect of Mediation on Arbitration: If the dispute is resolved through mediation, the resolution shall be documented in writing and signed by both Parties. If the dispute is not resolved through mediation, either Party may initiate arbitration as set forth in Section 11(c). The initiation of mediation shall not preclude or delay the commencement of arbitration proceedings if either Party elects to pursue arbitration in lieu of mediation.

c. Arbitration

i. Arbitration Initiation: If a dispute is not resolved through informal dispute resolution or mediation as set forth in Sections 11(a) and 11(b), either Party may initiate arbitration by providing written notice to the other Party of its intention to do so. The notice shall include a description of the dispute, the relief sought, and the name of a proposed arbitration organization.

ii. Selection of Arbitrator and Arbitration Rules: The Parties shall endeavor to agree upon a single, neutral arbitrator within ten (10) business days of the receipt of the arbitration initiation notice. If the Parties are unable to agree on an arbitrator within this timeframe, the Parties shall request that a recognized arbitration organization or professional association, as agreed upon by the Parties, appoint an arbitrator. The arbitration shall be conducted under the rules of the selected arbitration organization or professional association, as amended by this Agreement.

iii. Arbitration Process: The arbitrator shall conduct a hearing, at which both Parties shall have an opportunity to present evidence and arguments. The arbitrator’s decision shall be final and binding on the Parties, subject only to any rights of appeal provided by the applicable arbitration rules.

iv. Time and Place of Arbitration: The arbitration shall take place at a mutually agreeable location and time within ninety (90) days from the date of the arbitrator’s appointment, or at such later time as the Parties may agree.

v. Confidentiality: All discussions, communications, and materials exchanged or presented during the arbitration process shall be treated as confidential and shall not be disclosed to any third party, except as required by law or with the express written consent of both Parties.

vi. Arbitration Award: The arbitrator shall issue a written award, which shall include the arbitrator’s findings of fact and conclusions of law. The award may include any relief that the arbitrator deems appropriate, including but not limited to monetary damages, injunctive relief, and specific performance. The award shall be enforceable in any court having jurisdiction over the Parties.

vii. Costs and Fees: Each Party shall bear its own costs and expenses, including attorneys’ fees, in connection with the arbitration, and the Parties shall share equally the arbitrator’s fees and expenses, unless the arbitrator determines that one Party has acted in bad faith or has otherwise unreasonably prolonged the arbitration process, in which case the arbitrator may allocate a greater portion of the fees and expenses to that Party.

viii. Governing Law: The arbitration shall be governed by the laws of the jurisdiction in which the Company is located, without regard to its conflict of laws principles.

d. Governing Law and Jurisdiction

i. Governing Law: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter, formation, or breach (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is located, without regard to its conflict of laws principles.

ii. Jurisdiction: Subject to the dispute resolution provisions set forth in Sections 11(a) through 11(c), the Parties irrevocably agree that the courts located in the jurisdiction where the Company is located shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement or its subject matter, formation, or breach (including non-contractual disputes or claims).

iii. Consent to Jurisdiction: Each Party hereby consents to the jurisdiction of such courts and agrees that process may be served in the manner provided herein for giving of notices or otherwise as allowed by the laws of the jurisdiction in which the Company is located.

iv. Waiver of Objections: Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in the courts referred to in Section 11(d)(ii) and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

12. Miscellaneous

a. Entire Agreement

i. This Agreement, including any exhibits, schedules, or other attachments hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral, regarding such subject matter.

ii. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.

iii. In the event of any inconsistency or conflict between the terms of this Agreement and any other document or agreement between the Parties, the terms of this Agreement shall govern and control.

b. Severability

i. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, such provision shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect, with the severed provision to be replaced by a valid, legal, and enforceable provision that most closely reflects the original intent of the Parties, taking into account the economic and legal consequences of the severed provision.

ii. If any such severed provision cannot be replaced by a valid, legal, and enforceable provision, the Parties agree to negotiate in good faith to amend this Agreement so as to give effect to the Parties’ original intent as closely as possible while ensuring the legality, validity, and enforceability of the remaining provisions of the Agreement.

c. Waiver

i. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

ii. The failure of either Party to insist upon strict performance of any provision of this Agreement, or to exercise any right, remedy, or election provided for in this Agreement, shall not be construed as a waiver of any continuing, succeeding, or subsequent breach of the same or any other provision of this Agreement, nor as a waiver of any right, remedy, or election under this Agreement.

d. Force Majeure

i. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, strikes, labor disputes, embargoes, government orders, or any other similar events or circumstances (a “Force Majeure Event“).

ii. Upon the occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing, providing details of the Force Majeure Event and its anticipated impact on the affected Party’s ability to perform its obligations under this Agreement.

iii. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume the performance of its obligations as soon as reasonably practicable. The time for performance of the affected obligations shall be extended for a period equal to the duration of the Force Majeure Event, provided that such extension shall not exceed a reasonable amount of time under the circumstances.

iv. If the Force Majeure Event continues for a period of sixty (60) days or more, either Party may terminate this Agreement upon written notice to the other Party, without liability for the termination, subject to any rights and obligations that accrued prior to the termination.

e. Assignment

i. Neither Party may assign or transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the Company may assign or transfer its rights and obligations under this Agreement, in whole or in part, without the consent of the Ambassador, to any of its affiliates or in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or any similar transaction.

ii. Any purported assignment or transfer in violation of this Section 12(e) shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

f. Notices

Any notices or communications required or permitted to be given under this Agreement shall be in writing and delivered by email with confirmation receipt requested, to the following address:

Email: [email protected]

The Company may change its email address by providing written notice to Ambassadors in accordance with this Section. Notices shall be deemed given: (i) on the date delivered personally, or (ii) on the date sent by email and confirmed as received.