TERMS OF SERVICE

Brand Ambassador APP, LLC (“Brand Ambassador APP,” “we,” “us,” “our”) provides its services (described below) to you through our website located at brandambassadorapp.com (the “Site”) and through its mobile application (the “App,” and together with the Site, the “Platform”), available for Android and iOS, subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). Please review carefully the following Terms of Service. By accessing, using, and/or downloading or sharing any materials from the Platform, you agree to follow and be bound by the Terms of Service. If you do not agree to the Terms of Service, you may not use either Platform.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Site from time to time, including, without limitation, the Privacy Policy. All such terms are hereby incorporated by reference into these Terms of Service.

1. The Service Generally.

1.1 The Brand Ambassador APP Service.

Brand Ambassador APP allows you to promote and market third parties’ (the “Participating Partners”) products and/or services, at promotional prices, through the Platform to your followers on social media (the “Service”). You will be able to browse the Platform for special offers to purchase products or services from Participating Partners. These special offers will be posted by Brand Ambassador APP on the Platform (the “Brand Ambassador APP Posts”).

You will be able to share the Brand Ambassador APP Posts through your own social media platforms, including but not limited to Facebook, Instagram, and Twitter (your “Social Media Accounts”). Brand Ambassador APP Posts may include a picture of the product or service, a brief description of the product or service, the name, logo, and/or slogan of the Participating Partner, and any other proprietary information used to identify the Participating Partner, and a link to the Participating Partner’s website to purchase the product or service at the promotional price (the “Participating Partner Link”).

You will also have the option of posting the Participating Partner Link directly on your Social Media Accounts without having to share the Brand Ambassador APP Post. This option allows you to describe and market the product or service in your own words and create a promotional post that you feel will resonate with your “followers” (the “User Post”). Although you can create your own description for your User Post, subject to applicable character limits, you will have to include the following “hashtags” in your description: “#sponsored” and “#Brand Ambassador APP”. You will be solely responsible for any third party claims arising out of your User Post. Further, you agree to indemnify the Brand Ambassador APP Parties, as defined and described in Section 4, for any third party claims, damages, costs, liabilities, and expenses arising out of your User Post.

Your “followers” on your Social Media Accounts will then be able to click on the Participating Partner Link and purchase the product or service at the promotional price. Depending on the purchase price of the offer, you will receive credit with Brand Ambassador APP in the form of “Brand Ambassador APP Coins.” Each Brand Ambassador APP Coin will have a predetermined value, which you can then redeem with Brand Ambassador APP to purchase any Participating Partners’ products or service offered through the Platform.

You must also strictly comply with and prominently display the following on your Social Media Accounts in order to use the Service:

This profile discusses my policies related to recommendations, endorsements, product discussions, and reviews posted online. To the extent that any of my posts, tweets, or other online communications do not indicate otherwise, you should assume that all of the following applies:

1. My posts are truthful. I will not make any factual assertions related to any product or service unless I have actually used the product or service first hand and had the experience described.

2. My posts represent my experiences and opinions. My descriptions of products or services are my opinions, and mine alone. They are not mean to represent any organization or group, and they do not necessarily reflect the experience of a “typical” consumer.

3. I participate in a social media marketing campaign. Some of my online activity is carried out pursuant to my affiliation with a paid social media marketing program. As a result, I am sometimes compensated for mentioning certain products or services in my posts. While it’s my policy to always indicate these types of posts through hashtags, disclaimers, or other notices, regardless of whether such a notice is included, if I am posting about a product or service it should be assumed I was compensated in some way, unless otherwise stated.

1.2 Registration on the Platform.

In order to access the Platform and participate in the Service, you will have to create a member account (“Account”). You can access and modify the configuration information you provide to Brand Ambassador APP at any time by signing-in to your Account. You can access and/or delete the information collected on your behalf by Brand Ambassador APP at any time by signing-in to your Account. You will be responsible for any content you share via your Social Media Accounts.

If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself with Brand Ambassador APP. Registration data and certain other information about you are governed by our Privacy Policy.

The Platform and Service are not intended to be accessed or used by anyone under the age of 18, and anyone under the age of 18 is strictly prohibited from accessing the Platform and using the Service. You represent and warrant that you: (a) are at least 18 years of age; (b) have not previously been suspended or removed from accessing the Platform and using the Service; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (e) are not identified as a “Specially Designated National;” (f) are not placed on the Commerce Department’s Denied Persons List; and (g) will not use the Service if the laws of your country prohibit you from doing so in accordance with these Terms.

1.3 Account Password and Security.

You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log out from your account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this Section.

1.4 General Practices Regarding Use and Storage.

You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that our statistics, data or other content will be retained by Brand Ambassador APP and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by you on the Platform. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time, at our sole discretion. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice to you.

1.5 Modification of the Platform.

We reserve the right at any time, with or without notice to you, to modify or discontinue, temporarily or permanently, the Platform (or any part thereof). You acknowledge that such modifications to the Platform may result in changes to the data and statistics that you see associated with your profile. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform and/or the Services.

1.6 Privacy Policy.

Please refer to our Privacy Policy (available at Brand Ambassador APP.com) for information about how we collect, use and disclose information about you.

2. Conditions of Use of the Services.

2.1 Prohibited Use.

The following list is not exhaustive. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, suspending or terminating the offending account of such violators and reporting you to the law enforcement authorities. You are solely responsible for any content you publish as part of you User Post, and any other content you create and publish in relation to the Service. You agree to not use the Services to:

a. transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) poses or creates a privacy or security risk to any person; (iv) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (v) is unlawful, harmful, threatening, abusive, harassing, inflammatory, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vi) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose us or its users to any harm or liability of any type;

b. interfere with or disrupt the Platform and/or Service or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform and/or Service;

c. violate any applicable local, state, national or international law, or any regulations having the force of law;

d. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e. harvest or collect email addresses or other contact information of other users from the Platform and/or Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

f. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

g. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

h. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform and/or Service.

Further, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Platform. Unless otherwise expressly agreed by us, the Platform and/or Service are for your personal use.

2.2 Termination.

You agree that we, in our sole discretion, may suspend or terminate your Account (or any part thereof) and use of the Service and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your Account may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Platform and/or Service under any provision of this Terms of Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Platform. Further, you agree that we will not be liable to you or any third party for any termination of your access to your Account or the Platform.

2.3 Third Party Content.

The Platform may contain links to third-party websites (for example, Participating Partner Links), applications or other third-party services, and you understand and agree that we are not responsible or liable for the availability or accuracy of such third-party properties or the content, products or services made available through such properties. We do not endorse or control such third-party properties and we make no representations or warranties of any kind regarding such properties. If you access or use any third-party properties, you should also be aware that such third parties’ terms and policies will govern. We also cannot control and do not guarantee any promotional prices offered by Participating Partners.

3. Intellectual Property Rights.

3.1 Service Content, Software and Trademarks.

You acknowledge and agree that the Platform and/or Service may contain content (“Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws, owned by Brand Ambassador APP, our Participating Partners, or any other third party. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service Content, in whole or in part. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by us from accessing the Platform and/or Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform, Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform and Service or distributed in connection therewith (for example, mobile applications, badges and other widgets) is our property, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by us.

Our name and logos are trademarks and service marks of Brand Ambassador APP (collectively the “Brand Ambassador APP Trademarks”). The other trademarks, service marks, and logos used and displayed via the Platform and Service may be trademarks or service marks of their respective owners (“Third Party Trademarks”) who may or may not endorse or be affiliated with or connected to us. Nothing in this Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Brand Ambassador APP Trademarks or the Third Party Trademarks. All goodwill generated from the Brand Ambassador APP Trademarks will inure to our exclusive benefit.

3.2 Your Content and Information.

You are solely responsible for the content and other materials you use as part of the Service. You will not use any content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. By using any content you hereby grant and will grant us and our affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service or Platform (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of us, our users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. In addition, we will have the sole right to remove any content from the Service that it believes in its sole discretion is in violation of this Terms of Service or is otherwise inappropriate in any way.

4. Indemnity and Release.

You agree to release, indemnify and hold us and our affiliates and their officers, employees, directors and agents (the “Brand Ambassador APP Parties”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform and/or the Service, any User Post, any other content that you use in any way connected to the Platform or Service, your connection to the Service, your violation of these Terms of Services or your violation of any rights of another.

5. Disclaimer of Warranties.

YOUR USE OF THE PLATFORM AND/OR SERVICE IS AT YOUR SOLE RISK. THE PLATOFRM AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (I) THE PLATFORM OR SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU OR OTHERS THROUGH THE SERVICE, OR WHETHER SUCH PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) BY REGISTERING FOR THE SERVICE YOU WILL RECEIVE ANY COMPENSATION WHATSOEVER.

6. Limitation of Liability.

IN NO EVENT WILL Brand Ambassador APP PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR SERVICE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. ACCORDINGLY, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

7. Mediation and Arbitration.

You and Brand Ambassador APP will endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation according to the then prevailing rules and procedures of the American Arbitration Association. Any dispute that cannot be resolve through mediation shall be submitted to binding arbitration in Miami-Dade County, State of Florida according to the then prevailing rules and procedures of the American Arbitration Association, where the findings and decision of the arbitrator shall be binding upon all Parties to such dispute. Within 15 days after the commencement of arbitration as given in the American Arbitration Association’s then prevailing rules and procedures, you and Brand Ambassador APP shall each select one person to act as arbitrator and the two selected shall select a third arbitrator within 11 days of their appointment. Each selected arbitrator must be from the list of arbitrators provided by the American Arbitration Association or otherwise an individual qualified to serve as arbitrator. If the arbitrators selected are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. All fees and costs (including reasonable attorneys’ fees) incurred pursuant to the resolution of any dispute to which this article applies shall be allocated to the losing party.

8. User Disputes.

You agree that you are solely responsible for your interactions, if any, with any other user in connection with the Service, and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Services.

9. Miscellaneous.

9.1 General.

These Terms of Service constitute the entire agreement with respect to your use of the Site. Your use of the Platform and/or Service does not create any agency, partnership, joint venture, or employment relationship between you and Brand Ambassador APP. Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services.

9.2 Modifications to Terms of Service.

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

9.3 Questions? Concerns? Suggestions?.

Please contact us at hello@brandambassadorapp.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Platform and/or Service.