M.C. Squares Brand Ambassador Agreement

Terms and Conditions Brand Ambassador Agreement

ATTENTION: If you are currently an affiliate for M.C. Squares or you are applying to become one, you are required to read and agree to these Brand Ambassador Terms and Conditions.PLEASE READ THESE TERMS AND CONDITIONSIn this Agreement, we refer to ourselves as “M.C. Squares” or “us” or “we.”You are entering into a legally binding contract with M.C. Squares and are agreeing to be bound by these Brand Ambassador Terms and Conditions (this “Agreement”) which will govern the relationship between you, as a participant in the Brand Ambassador Program (the “Program”),and M.C. SquaresIF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SUBMIT YOUR APPLICATION OR CONTINUE YOUR PARTICIPATION IN THE PROGRAM. In addition, if at any time you no longer wish to be bound by these Ambassador Terms and Conditions, you must immediately notify M.C. Squares

Definitions.
The following terms will have the meanings specified below.“Ambassador” or “Affiliate” refers to a person who has been selected by M.C. Squares, in its discretion through its online application process, to act as a promoter of the M.C. Squares Products via the Ambassador Accounts.“Ambassador Accounts” refers to one or more of the Ambassador's accounts on Approved Media which and is identified in the Ambassador’s initial application to the Program.“Approved Media” refers to social media outlets approved by M.C. Squares for the Promotional Activities, as the same may be updated by M.C. Squares from time to time upon written notice to Ambassadors. The current list of Approved Media is as follows: Facebook, Twitter,TikTok, Instagram, and YouTube.“Promotional Activities” refers to the advertising, marketing, and promotion of M.C. Squares Products by an Ambassador on an Ambassador Account that has been approved by M.C. Squares.
Program Scope.
Upon your selection as an Ambassador by M.C. Squares, you become an important part of the M.C. Squares team. M.C. Squares is relying upon you, and you agree, to actively promote the M.C. Squares Products in the United States and, as applicable, throughout the U.S. You agree, at all times during your participation in the Program and performance of Promotional Activities to comply with these Brand Ambassador Terms and Conditions (which are deemed to supersede and replace any prior terms and conditions provided to you with respect to theProgram), together with any subsequent written agreement signed by you and M.C. Squares (if any),the M.C. Squares Terms of Use and Privacy Policy posted on its website, product labels for the M.C. Squares Products, and other M.C. Squares policies, procedures and guidelines provided to you from time to time (collectively, the“Ambassador Terms”).
Application for Enrollment.
To become an Ambassador, you (a real live person) must complete and submit the online application. You may not use any “bot” or other automated method to apply for or otherwise participate in the Program. All information included in your application must be true and correct, and it is your duty to notify M.C. Squares if anything changes after you become an Ambassador and throughout your participation in the Program. M.C. Squares reserves the right to accept or reject your application for any or no reason.
Eligibility Criteria.
You must satisfy the following eligibility criteria as of the date that you submit your application and throughout your participation in the Program if you are selected to become an Ambassador. Upon request of M.C. Squares at any time, you may be required to provide documentary evidence showing that you satisfy these criteria. If you are unable to produce such evidence, you will be discharged from the Program immediately. You represent, warrant, and covenant to M.C. Squares that you meet the following criteria:

You have read, understand, and agree to be bound by the AmbassadorTerms.
Compliance.
You agree to comply with all federal, state, and local laws, rules, and regulations applicable to you in the course of your participation in the Program and the performance ofPromotional Activities, which include but are not limited to the FTC guidelines, these Ambassador Terms and all terms and conditions applicable to your use of the Approved Media.You further represent and warrant that: (i) you have all rights necessary to enter into and to perform its obligations under this Agreement and that there are no releases that M.C. Squares is required to obtain in order to use the Content as set forth herein; (ii) you have not engaged in, or caused or permitted any third party to engage in, the purchase of any social media followers and/or any activity the purpose or effect of which is to fraudulently or artificiality manipulate any social media metrics, engagement, or other reporting; and (iii) your activities under thisAgreement, including with respect to the Content: (a) will comply with all terms of service and other applicable policies of any social media platform used by you or on your behalf hereunder; (b) will not violate, misappropriate or infringe the rights of any third party, including patent, copyright, trademark, trade secret, and other intellectual property, proprietary, and contractual rights, as well as the rights of privacy and publicity; and (c) will not give rise to any cause of action for libel, slander, defamation, or other similar claim. You agree that you have obtained or will obtain, at your sole expense, all third-party rights, licenses, clearances, authorizations, permissions, and releases (collectively, “Releases”)necessary for any Content or other deliverables to be publicly displayed, publicly performed, or otherwise used by you or on your behalf or by M.C. Squares. For the avoidance of doubt, such Releases shall include those Releases necessary to obtain and use any footage or other work of authorship included within or embodied by any Content or other deliverables (including any synchronization, publishing, public performance, or other rights) and to use all creative elements, appearances, and all third-party materials comprising, embodied by, appearing in, or otherwise displayed as part of any Content or other deliverables.
Ambassador Portal.
As an Ambassador you may be prompted to create a login for M.C. Squares ambassador portal, which is sourced through a third party (the “Portal”). M.C. Squares makes no representations or warranties of any kind with respect to the Portal. You agree to comply with all terms of use required by the host of the Portal from time to time. You agree to log on to the Portal frequently and to keep your information maintained on the Portal current.
Promotional Activities.
Once you are selected as an Ambassador, you agree to use your best efforts to frequently engage in Promotional Activities on at least one Ambassador Account whichhas been approved by M.C. Squares. All Promotional Activities must be conducted in a manner that is consistent with the authorized use for each M.C. Squares Product as outlined on product labels and any marketing or promotional materials provided by M.C. Squares from time to time. PromotionalActivities include, without limitation, the following:
● Posting photo and video Content promoting the M.C. Squares Products as M.C. Squares may request from time to time;
● Sharing and promoting your personal discount code for M.C. Squares Products;
● Communicating, networking, and/or collaborating with social media influencers,M.C. Squares social media followers and customers, and any other individuals requested by M.C. Squares to promote the M.C. Squares Products.
● Participating in educational and training programs upon request of M.C. Squares; and attending events, including without limitation, photo and video shoots, appearances at pop-up stores, designated events, and any other appearance(s) upon request of M.C. Squares (collectively,“Appearances”).
Other Obligations.
In order to remain in good standing in the Program, you must also comply with the following:
● Keep your Ambassador Account public at all times
● Advise M.C. Squares personnel promptly of any changes to your Ambassador Accounts or other information previously submitted (whether in your application, through the portal, or otherwise); and read all labels on M.C. Squares Products and use them only as directed.
Use of Content;
Licenses. You agree that M.C. Squares may use and fully exploit the Content consistent with M.C. Squares’s ownership of the Content, including, without limitation, posting, re-posting, uploading, and/ or using any and all of the Content in its advertising, in emails, on its sales pages, including, without limitation, on its website, and on Amazon; on social media outlets (including but not limited to the Approved Media) at its discretion, in perpetuity, with or without notice or compensation.
Ambassador Responsibilities.
You acknowledge and agree that you are responsible for:
● Any and all activity undertaken in connection with your participation in the Program and on your Ambassador Accounts;
● Behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty, and responsibility in your dealings with M.C. Squares, its staff, customers, and sales representatives;
● Presenting and demonstrating M.C. Squares Products in a positive, truthful, and sincere manner; Including any product disclaimer or other language provided by M.C. Squares with respect to M.C. Squares Products in any and all of your Content as directed by M.C. Squares; and providing your honest and truthful personal experiences with using any M.C. Squares Product in your Content.
Prohibitions/ Restrictions.
Ambassador is expressly prohibited from taking any of the following actions, each of which shall be a material breach of the Ambassador Terms:
● Purchasing followers and/ or likes;
● Making any representations, claims or promises on behalf of M.C. Squares, other than thos econtained in M.C. Squares’s official marketing and promotional materials (i.e. on the label orM.C. Squares’s website);
● Promoting M.C. Squares’s Products through unsolicited or Spam communications (including via emails, direct messages, posting comments, providing codes on any platform);
● Engaging in, promoting, contributing to, or creating a platform for offensive, sexually explicit or distasteful materials, inappropriate images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any Content that is unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to M.C. Squares in M.C. Squares’s sole discretion;
● Transmitting messages or images inconsistent with the positive images and/or goodwill of M.C. Squares
● Engaging in any activity that may divert commissions from other participants in theProgram;
● Engaging in any activity that violates or breaches M.C. Squares or any third party’s legal rights;
● Engaging in any advertising or marketing practices that are deceptive, misleading or fraudulent, including using Spam or sending unsolicited commercial email or direct messages, posting commercial messages or personal discount code to any forum that prohibits the same or on any account’s posts (including M.C. Squares);
● Presenting M.C. Squares banners, images or videos as if they are your own or any other site’s (which is usually referred to as copyright or trademark infringement, and is illegal);
● Posting any links to the M.C. Squares website or any other M.C. Squares platform on any website in which users can post content, including, without limitation, Reddit.com, and any sub-page, sub-domain, or sub-thread thereof;
● Posting, directly or indirectly, Ambassador’s promotional code or another M.C. Squares ambassador’s promotional code on any website, including, without limitation, RetailMeNot.com, Coupons.com, and CouponCodes.com;
● Using any promotional coupon or code that is not provided to Ambassador by M.C. Squares for the Program, or running any ad with any of M.C. Squares URLs offering brand ambassador commissions;
● Reading, intercepting, recording, redirecting, interpreting, or filling in the contents of any electronic form or other materials submitted to M.C. Squares by any person or entity; and
● Selling or reselling any of the M.C. Squares Products, or offering a cash incentive or discount on M.C. Squares Products as a means of promotion that is not within the context of theProgram.
Monitoring; Removal of Content. M.C. Squares reserves the right to monitor all AmbassadorAccounts and to preview Ambassador’s Content if needed. From time to time, M.C. Squares may request changes to and/or removal of Content from any and all of Ambassador’s Accounts in its sole discretion. If you refuse to make any requested changes, M.C. Squares may terminate or limit your participation in the Program.
Term; Termination.
The term of the Ambassador Terms shall begin upon submission of your application and continue unless earlier terminated. The Ambassador Terms may be terminated by M.C. Squares immediately at any time and for any or no reason, upon M.C. Squares written notice to you; and by you upon thirty (30) days written notice by you to M.C. Squares. Such termination constitutes your termination from the Program; you will be disqualified from receiving any further commission, recognition, communication, or compensation from M.C. Squares; you must discontinue posting about or publicizing your use of M.C. Squares Products, and stop making any representations, publicly or privately, in which you could be construed as representing M.C. Squares or M.C. Squares Products. The obligations related to Confidential Information will continue perpetually after the termination of the Ambassador Terms.
Payment for Services.
For eligible Ambassadors, in consideration of the PromotionalActivities and rights granted to M.C. Squares with respect to Content, Ambassador will be compensated as follows:

Free M.C. Squares Products. From time to time, M.C. Squares may provide an Ambassador with freeM.C. Squares Products, the value and amount of which shall be determined by M.C. Squares.
Merchandise. Through Ambassador’s Promotional Activities, ambassadors may possibly earn points which will be accumulated on the Portal and can be used towards the purchase of merchandise from time to time.
Appearances. If given the opportunity to participate in special events or Appearances, theAmbassador may be compensated for those appearances as will be set forth in a separate written agreement signed by you and M.C. Squares. M.C. Squares will strive to give priority to Ambassadors for Appearances but such invitations to participate cannot be guaranteed.
Commission. Ambassadors are provided with a unique promotional code which can be provided to followers who can use it to buy M.C. Squares Products at a discounted price.Ambassadors in good standing are entitled to receive a commission of outlined percentage of Net Sales made to customers who purchase M.C. Squares Products using Ambassador’s unique referral link and promotional code (“Customers”), subject to the exclusions in Section 14(4).“Net Sales” shall mean the total amount actually received by M.C. Squares from the purchase ofM.C. Squares Products by Customers, less: (i) cost of insurance, cost of freight, and other shipping and handling charges; (ii) any sales tax, or other similar taxes which may be imposed by a governmental entity having jurisdiction on any such transaction; and (iii) any sales or amounts that are attributable to Spam, credit card fraud, returned M.C. Squares Products, refunded payments or similar factors. Payment will be made in a form designated by M.C. Squares from time to time and accepted by Ambassador, on a monthly basis.
Gift Cards(if applicable). Ambassadors are responsible for tracking gift card balance and M.C. Squares is not liable for information regarding gift cards.
Exclusions. If a sale is canceled or refunded for any reason, any amount pre-paid to theAmbassador will be deducted from the amount owed to the Ambassador. Ambassador will not be paid a commission on sales or orders that are in delinquent status. Ambassador commissions are counted and final numbers are deemed final at the sole discretion and decision of M.C. Squares. M.C. Squares also reserves the right to change the dates of the commission payout. While M.C. Squares makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, M.C. Squares is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other Ambassadors, or other uncontrollable events that may disrupt or interfere with M.C. Squares’s ability to track sales or pay commissions. M.C. Squares has the right to pay commissions to any other person, at its discretion

Intellectual Property. All M.C. Squares trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “M.C. Squares Property”) is the property ofM.C. Squares, and you agree not to use such M.C. Squares Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by M.C. Squares. M.C. Squares hereby grants you a limited, revocable, and non-exclusive license to use the M.C. Squares Intellectual Property solely in connection with the PromotionalActivities. Should M.C. Squares reasonably object to any use by you of any M.C. Squares IntellectualProperty, M.C. Squares may revoke your license thereto and you will promptly cease using theM.C. Squares Intellectual Property as identified by M.C. Squares. Unless and only to the extent explicitly authorized by M.C. Squares, you agree not to modify any M.C. Squares Intellectual Property or use any modified or derivative version of any M.C. Squares Intellectual Property. Unless and only to the extent explicitly authorized by M.C. Squares, you agree not to purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates anyM.C. Squares Intellectual Property or any variations, derivatives or misspellings thereof. You agree not to publish, host, or promote any M.C. Squares Intellectual Property or other material that misrepresents your relationship with M.C. Squares or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by M.C. Squares.You agree that any and all content, photos, videos, verbiage, pictures, writings, other work product, and/or works of authorship generated as part of the content or otherwise related to the work that you do for M.C. Squares (collectively, the “Content”) shall be the sole and exclusive property of M.C. Squares, and you irrevocably assign to M.C. Squares all right, title and interest in anyContent that you create, or to which you contribute, including all intellectual property rights contained therein. You acknowledge and agree that all Content is deemed specially requested by M.C. Squares (whether or not actually requested), and further agree that it shall be considered a work made for hire within the meaning of the copyright laws of the United States (together with any modifications, improvements or enhancements. You acknowledge and agree that M.C. Squares is expressly authorized and licensed to use your name, likeness, voice, signature, photograph, image, distinctive appearance, biographical details, indicia of identity, gestures or mannerisms, and any trademarks, service marks, publicity rights, and logos as part of any Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Content are hereby waived.
Confidential Information.
M.C. Squares may disclose confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). M.C. Squares ConfidentialInformation includes, without limitation, all non-public or proprietary information and M.C. SquaresIntellectual Property, including, but not limited to specifications, ingredients, and other proprietary information relating to the M.C. Squares Products, sales figures, software passwords, customers, names, and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flowcharts, inventions, techniques, marketing, and other future plans. You agree to hold all ConfidentialInformation in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that M.C. Squares is (and will remain) the sole and exclusive owner of all rights, title and interest in and to the Confidential Information, and all M.C. Squares Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, useM.C. Squares Confidential Information for the benefit of anyone other than M.C. Squares. You agree not to use M.C. Squares Confidential Information for any purpose except in the performance of your obligations under the Ambassador Terms.
Third Parties;
Competing Products. M.C. Squares recognizes that, as an independent contractor, you are available to perform services for entities other than M.C. Squares. You agree to notifyM.C. Squares in writing (email sufficient if acknowledged by an employee of M.C. Squares) of any other arrangements. Moreover, you warrant and represent that there is no conflict or potential conflict of interest between your performance of Promotional Activities under the Ambassador Term sand your performance of services under other contracts for services or as an employee of other entities, or under your own brand or involving any products you develop or plan to develop for commercial use or sale, alone or with others, and will ensure that no such conflict arises. If you decide to perform services for a competing brand, your status as an Ambassador will be immediately revoked and you will have no further rights under the Ambassador Terms.
Indemnity.
You will at all times defend, indemnify and hold harmless M.C. Squares (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of what ever nature, including without limitation: (i) any violation of Law committed by you or your agents; and/ or (ii) your participation in the program, and/ or your breach of any obligation, representation or warranty set forth in the Ambassador Terms. Your obligation to indemnify and defend M.C. Squares as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by M.C. Squares in connection with any such claim.
YOUR ACCOUNT AND DATA.
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. M.C. Squares reserves the right (but does not accept any obligation) to refuse service, terminate accounts, or remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the services under your user account. By way of example, and not limitation, you are solely responsible for the information you provide in connection with any Service.
Limitation of Liability.
M.C. Squares WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF M.C. Squares HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL M.C. SquaresCUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE,STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO YOU BY M.C. Squares IN THE SIX (6)MONTHS PRECEDING THE EVENT WHICH GIVES RISE TO THE CLAIM.
Modification. M.C. Squares may change the Ambassador Terms in the future. Unless theAmbassador Terms specify otherwise, M.C. Squares will give you prior notice of any significant change and if you find the change unacceptable, you have the right to terminate. However, if you continue to participate in the Program after the end of the notice period, you will be deemed to have accepted the changes. You may not modify the Ambassador Terms by making any typed, handwritten, or any other changes to them for any purpose.
Independent Contractor. Nothing in this Agreement will be deemed to create the relationship of partners, joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties. It is understood that your status hereunder shall be that of an independent contractor and that in performing your obligations hereunder you will not be deemed an employee of M.C. Squares. As an independent contractor, you shall not, and you hereby waive any right to, participate in or receive any benefits under any compensation arrangement or employee benefit plan sponsored, maintained or contributed to by M.C. Squares, regardless of whether you are subsequently reclassified as an employee of M.C. Squares pursuant to InternalRevenue Service rule, regulation or the interpretation thereof, or otherwise. All contracts made by you in the performance of your respective obligations hereunder will be made by you as principal and not as agent of M.C. Squares and M.C. Squares will not have any liability to any party under any such contracts.