MC Tesseract LLC ( Meredith Canaan)
This Ambassador Agreement (this “Agreement”) is entered into by and between you (“Ambassador”) and MC Tesseract LLC, a California limited liability company (“Company”) (together the “Parties”). This Agreement shall govern the terms of Ambassador’s participation in the MC Tesseract LLC Ambassador Program. The Agreement shall be effective on the date that Ambassador enrolls in the MC Tesseract LLC Ambassador Program (“Effective Date”).
- Company provides online education in the form of virtual summits, classes and an online membership program (collectively the “Services”).
- Company plans to host a virtual recorded summit through a web portal that Company has established (the “Summit”).
- Ambassador wishes to refer its followers (“Leads”) to Company’s website in exchange for an Ambassador Commission, as described below.
Therefore, Ambassador and Company agree as follows:
- Terms of Ambassador Program
- Ambassador’s Obligations. Ambassador shall display a unique tracking link that will be provided by Company (“Tracking Link”) by which Leads will be directed to Company’s website and register to attend the Summit or subscribe to the Services (“Referrals”).
- Company’s Obligations. Company shall make available to Ambassador the Tracking Link and shall pay to Ambassador the Ambassador Commission calculated based on the number of Referrals as described below.
- Limited License. Subject to the limitations set forth in this Agreement, Company grants to Ambassador a non-exclusive, non-transferable, revocable license to (i) access Company’s website through the Tracking Link solely in accordance with the terms of this Agreement and (ii) solely in connection with such Tracking Link, to use Company’s trademark and logo and similar identifying material provided by Company (collectively, the “Licensed Materials”), for the sole purpose of promoting Company’s programs including the Summit and Services (“Company Programs”) on Ambassador’s website and as approved in advance by Company.
- Use of Licensed Materials. This license does not include a license to alter, add to, subtract from, or otherwise modify such Licensed Materials, except at the express written permission of Company. Ambassador is only entitled to use the Licensed Materials during the term of this Agreement and while Ambassador remains in compliance with all terms of this Agreement. Ambassador shall not use the Licensed Materials for any purposes other than promoting the Company Programs without first submitting a sample to Company and obtaining the express prior written consent of Company in each instance. Ambassador shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Company, any other ambassador of Company, or any Company employee or representative in a negative light. Company reserves all rights in the Licensed Materials and Ambassador’s license to use such material is limited to the manner described in this Agreement. Company may revoke Ambassador’s license at any time, by giving Ambassador written notice. If not previously revoked, this license shall immediately terminate upon the termination of this Agreement.
- Use of Ambassador’s Name and Trademark. Ambassador grants to Company a non-exclusive license to utilize Ambassador’s name, title, trademarks, and logos (the “Ambassador Trademarks”) in any advertisement or other materials used to promote the Company Programs provided that Company’s use of the Ambassador Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of this Agreement.
- Term. This Agreement shall commence on the Effective Date and shall continue until the Agreement is terminated under this section. Either party may terminate this Agreement at any time, for any reason, with or without cause, via a written notice. Upon termination, Company will continue to pay Ambassador Commissions for any Referrals that were referred by Ambassador to Company before the effective date of termination.
- Calculation of Ambassador Commission. Company will send a 50% commission per month for 12 months to Ambassador on Referrals who purchase through Ambassador Tracking Link (“Ambassador Commission”) for the VIP Experience, or Recording Package of the Summit, and the Early Bird Offer of the Program made during the Summit. Company will send a 40% commission per month for 12 months to Ambassador on Referrals who purchase through Ambassador Tracking Link (“Ambassador Commission”) the Program purchases made after the Summit.
The Ambassador Commission shall not include any Referrals who cancel their purchase. Any Lead who pays a fee in connection with the Company Programs without using the Tracking Link shall not be considered a Referral and such fees shall not be considered Referral fees for the purposes of this Agreement. “Referral Fees” are defined as the gross revenue of any fees paid by Referrals to Company in connection with the Company Programs.
- Accounting. At any time, Ambassador may access Company’s online ambassador system to run an accounting report of the number of Referrals, the Referral Fees paid, and any Ambassador Commissions due.
- Contact Information and Notice. Ambassador has the duty to keep their email address (including their PayPal email), tax number, name, business entity, and any other contact information, complete, accurate, and up-to-date at all times. Ambassador hereby agrees that any written notice under this Agreement may be sent to Ambassador via the email address provided by Ambassador.
- Representations and Warranties of Ambassador. Ambassador represents and warrants each of the following:
- Ambassador will not promote any Company programs or use a Tracking Link in a way not expressly authorized by this Agreement. Furthermore, Ambassador will not promote the Company Programs or use a Tracking Link on any site, including its own, if such a site contains sexually explicit materials, contains violent materials, contains defamatory materials, promotes discrimination, promotes illegal activities, directs toward children under age 13, violates the CAN-SPAM Act, violates the guidelines or regulations of the Federal Trade Commission, violates rights to publicity, violates rights to privacy, or violates intellectual property rights.
- Ambassador is the exclusive owner of the Ambassador Trademarks and has the power to grant to Company the license to use the Ambassador Trademarks in the manner specified in Section 4 of this Agreement and that such grant does not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to Ambassador or binding upon Ambassador’s assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
- In the course of performance under this Agreement or any other promotional activity connected to the Company Programs, Ambassador will not infringe upon the copyright, trademark, trade secret, publicity rights, privacy rights, trademarks, or other interests of any other person or property.
- Ambassador’s acceptance of this Agreement and performance under the terms of this Agreement will not violate (i) any provision of law, rule, or regulation to which Ambassador is subject, (ii) any order, judgment, or decree applicable to Ambassador or binding upon Ambassador’s assets or properties, (iii) any provision of Ambassador’s by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to Ambassador or binding upon Ambassador’s assets or properties.
- Ambassador will not engage in any violations of the CAN-SPAM Act or any other laws, rules, or regulations, in its activities under this Agreement or any other promotion of the Company Programs.
- Ambassador will only engage in promotional activities that are commercially reasonable, are not in violation of the terms of service of any service or website being used, and are not misleading to any party.
- Disclaimer by Company. Company makes no express or implied warranties or representations with respect to the Company Programs, or this Agreement, including but not limited to, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage. In addition, Company makes not representations that the operation of Company’s website will be uninterrupted or error free, and company will not be liable for the consequences of any interruptions or errors, including interruptions to the tracking of information through the Tracking Link.
- Indemnification. Ambassador agrees to indemnify and hold harmless Company and Company’s directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Company’s use of the Ambassador Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Ambassador pursuant to this Agreement, or (iii) any claim related to Ambassador’s website, including, without limitation, its development, operation, maintenance and content therein not attributable to Company.
- Limitation of Liability. To the furthest extent allowed by law, Company will not be liable for any indirect, special, incidental, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or Ambassador’s relationship with Company, even if Company has been advised of the possibility of such damages. Further, Company’s aggregate liability arising with respect to this Agreement and Ambassador’s relationship with Company will not exceed the total Ambassador Commission paid or payable to Ambassador under this Agreement during the 12 month period immediately preceding the event giving rise to such liability.
- Confidentiality. Each of the parties agrees that all information including, without limitation, the terms of this Agreement, business and financial information, vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information that (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Section 13; (ii) at the time of disclosure is, or thereafter becomes, available on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such information as a result of any fiduciary duty or contractual or other obligation of confidence to the disclosing Party; or (iii) was or is independently developed, as established by documentary evidence, without reference to or use of, in whole or in part, any information prohibited from disclosure pursuant to this Section 13. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
- Relationship of the Parties. Both Ambassador and Company are independent contractors, and nothing in this Agreement shall create or shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Ambassador and Company. Neither Party will have authority to make or accept any offers or representations on the other Party’s behalf. Neither Party shall make any statement, whether on their websites or otherwise, that contradicts anything in this section.
- No Waiver. None of the terms of this Agreement can be waived or modified except by an express agreement in writing signed by both Parties.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous written or oral agreements between them, with respect to the subject matter contained herein.
- Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
- Assignment. Ambassador may not assign this Agreement to any other party without Company’s written consent.
- Choice of Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any and all disputes, controversies, claims, or differences arising out of, relating to, or having any connection with this Agreement, shall exclusively be brought and heard in Los Angeles County, the State of California, and both Parties consent to jurisdiction in Los Angeles County, the State of California.
- Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired.
- Corporate Authority and Acknowledgement. The persons executing this Agreement on behalf of Ambassador warrant that they are duly authorized to execute this Agreement on behalf of Ambassador and that in so executing this Agreement, Ambassador is formally bound to the provisions of this Agreement. Ambassador agrees that it has had an opportunity to review this Agreement in full, and that checking the box below constitutes valid acknowledgement of this Agreement.