This Ambassador Agreement (this "Agreement") is in effect between Inbot, Inc. ("Inbot"), and you, (the "Ambassador").
Vendor is a company that has placed a reward for Successful Introductions by the members of Inbot Ambassador Community.
InToken is a cryptocurrency token running on Ethereum blockchain, based on Ethereum ERC-20 and ERC-223 standards.
InToken Voucher is a gift card that can be converted into InTokens. They are purchased by Vendors as rewards for the Inbot Ambassador Community. The saldo in your Wallet represents the total InToken value of the vouchers you have purchased or received as rewards.
InScore is your personal rewards multiplier. Your InScore ranges between 0% and 200%. It increases when you make Successful Introductions or when Ambassadors you have invited make Successful Introductions. It decreases when you spam or make introductions to people who don’t know you.
InShare is a retainer agreement that pays you monthly for your Ambassadorship in form of InToken Vouchers. The amount paid depends on your InScore and the volume of business on the Inbot Ambassador platform.
Platinum Partner is a Vendor that has agreed to pay a platform fee and revenue share for Qualifying Transactions that result after Successful Introductions by the members of Inbot Ambassador Community. We compensate introductions for these companies with an InShare.
Inbot Ambassador is an artificial intelligence -powered platform for trusted introductions for business purposes.
Inbot Ambassador Community is a global community of people, who have joined the Inbot Ambassador platform, and desire to introduce companies to their connections. This includes Inbot’s advisors, employees and assistants, and the extended network of people who the community members know.
Lead. Leads are companies that are approved by the Vendors for introductions by the members of the Inbot Ambassador Community.
Trusted Source of Introduction is a person in the Inbot Ambassador Community, who the representative(s) of the Lead already trust, and who can influence the Lead to have a meeting, phone call, email exchange or chat with the Vendor’s representatives.
Successful Introduction is one that results in a meeting, phone call, email exchange or chat between the representatives of the Vendor and a Lead. Proof is required for such occurrence.
Qualifying Transaction. A Qualifying Transaction, whether concluded in one or a series of transactions, means an agreement of monetary value between the Vendor, including its subsidiaries or successor companies, and an entity introduced to the Vendor by a Trusted Source of Introduction from the Inbot Ambassador Community.
For the purpose of calculating any fees payable, Transaction Value shall equal the total proceeds and other consideration paid or received and to be paid or received (which shall be deemed to include amounts paid or to be paid into escrow) in connection with a Qualifying Transaction, and also, in the case of a partnership, joint venture or similar transaction, contributed or to be contributed for value delivered during the first 12 months of the relationship, post any trial period.
For purposes of computing any fees payable, non-cash consideration shall be valued as follows: (i) publicly traded securities shall be valued at the average of their closing prices (as reported in a leading financial daily newspaper of general circulation in the relevant market) for the five trading days prior to the closing of the Qualifying Transaction and (ii) any other non-cash consideration shall be valued as determined in the transaction or otherwise at the fair market value thereof as determined in good faith by Vendor and Inbot.
Where a Qualifying Transaction includes a performance fee, revenue share or bonus, such additional payments due from the first 12 months of the relationship, past the trial period, shall be included in the Success Fee and payable upon receipt by the Vendor. The Vendor agrees to report such arrangements to Inbot representative within 7 days of signing into a contract.
Qualifying Trial. A Qualifying Trial means a Qualifying Transaction for a limited-term contract for the purposes of testing the product or service, and to demonstrate the value of the product in advance of longer term relationship. For the purposes of calculating Success Fee, a Qualifying Trial does not constitute a portion of a Qualifying Transaction for a long term contract, but is invoiced separately.
Wallet is the central user interface, where Ambassadors can browse opportunities, manage introductions and track their rewards and earnings. It can be accessed at https://app.inbot.io.
The Ambassador and Inbot hereby agree as follows:
1. Consulting Relationship.
During the term of this Agreement, the Ambassador will provide consulting services (the "Services") to Inbot as described on Exhibit A attached to this Agreement. The Ambassador represents that it is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. The Ambassador shall use their best efforts to perform the Services such that the results are satisfactory to Inbot and its customers.
2. Rewards and Payment Terms.
As consideration for the Services to be provided by The Ambassador and other obligations, Inbot shall provide the Ambassador the compensation specified in Exhibit B attached to this Agreement at the payment terms specified therein.
2.1 Moving InTokens to a 3rd Party Wallet
Ambassadors can move their InTokens to exchanges or 3rd party wallets at their will, subject to an Ethereum gas fee charged at the time of transfer.
To protect our community against fraudulent behavior, including pyramid schemes, scams, bots, and automated harvesting of token rewards, Inbot reserves the right to flag suspected accounts and require KYC (Know Your Customer) documentation prior to allowing the Ambassador to move their InTokens.
The Ambassador shall not be authorized to incur any expenses on behalf of Inbot.
4. Term and Termination.
Either party may terminate this Agreement at any time upon thirty (30) days written notice. In the event of such termination, the Ambassador shall be paid for any portion of the Services that have been performed prior to the termination. The Fees on Exhibit B can be updated by a written addendum, signed by both parties. Inbot can also terminate agreement with Ambassador without prior notice for a cause, including but not limited to misconduct or breach of trust.
4.1. One Ambassador account at a time
The Ambassador can earn rewards from only one Ambassador wallet account at a time. We reserve the right to suspend any Ambassador's wallet account in case we suspect it of being duplicate, fraudulent, created by a bot, or for other reasons. When suspended, the Ambassador has 30 days to provide sufficient KYC (Know Your Customer) documentation to prove the account is controlled by them. If such documentation is not provided, or we already have the same KYC provided for another account, the account will be deleted and its saldos will be moved to the liquidity reserve.
5. Independent Contractor.
Inbot’s relationship with the Ambassador will be that of an independent contractor and under no circumstances shall the Ambassador be deemed an employee of Inbot.
5.1. Method of Provision of Services.
The Ambassador shall be solely responsible for determining the method, details and means of performing the Services.
5.2. No Authority to Bind Inbot.
The Ambassador has no authority to enter into contracts on behalf of Inbot or in any way bind Inbot towards third parties without the prior written authorization of Inbot.
5.3. No Benefits.
The Ambassador acknowledges and agrees that it will not be eligible for any employee benefits from Inbot. To clarify, even in the case the Ambassador otherwise would be eligible for any of Inbot’s employee benefits, the Ambassador hereby expressly declines to participate in such employee benefits.
5.4. Withholding; Indemnification.
The Ambassador shall have full responsibility for applicable withholding taxes for all compensation paid to the Ambassador under this Agreement, and for compliance with all applicable labor and employment requirements with respect to the Ambassador’s form of business organization, and the Ambassador’s partners, agents and employees, including state workers compensation, insurance coverage requirements and any US immigration visa requirements.
The Ambassador agrees to indemnify, defend and hold Inbot harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Inbot by the relevant taxing authorities with respect to any compensation paid to the Ambassador.
6. Non-Exclusive Agreement.
This Agreement is a non-exclusive agreement, and both parties remain free to enter into similar agreements with other third parties.
7. Conflicts with this Agreement.
The Ambassador represents and warrants that it is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. The Ambassador confirms that its performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Ambassador in confidence or in trust prior to commencement of this Agreement.
The Ambassador warrants that it has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which the Ambassador has gained from third parties, and which the Ambassador discloses to Inbot or uses in the course of performance of this Agreement, without liability to such third parties.
Notwithstanding the foregoing, the Ambassador agrees that it shall not bundle with or incorporate into any deliveries provided to Inbot herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of Inbot. The Ambassador represents and warrants that it has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with its obligations under this Agreement. The Ambassador will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services required by this Agreement.
7.1 Notice of Conflict.
The Ambassador agrees that it will not act as an agent or make a direct representation agreement with any of the Vendor without prior written agreement with Inbot. The Ambassador understands that such agreement is a direct conflict of interest, and is considered a breach, and will likely lead to the termination of this Agreement. Please note that our Vendors have signed non-solicitation clauses as part of their agreements.
8. Confidential Information.
Inbot or a Vendor may disclose Inbot’s or a Vendor’s confidential information to the Ambassador during the performance of this Agreement.
Ambassador shall not disclose to third parties any material or information received from Inbot or Vendors and marked as confidential or which should be understood to be confidential ("Confidential Information"), and shall not use such Confidential Information for any other purposes than those stated in this Agreement. Ambassador shall limit disclosure of the Confidential Information only to those of its employees, consultants, officers or agents on a need to know basis only, provided that all such persons receiving Confidential Information shall be made aware of its confidential nature and the restrictions and obligations set out herein and shall be under similar restrictions and obligations no less stringent as those set forth herein. Upon termination of this Agreement, Ambassador will at Inbot’s request return or destroy any Confidential Information in its possession.
As the community grows with Ambassadors holding senior leadership roles in various industries, it is likely that Ambassadors might be potential Leads for Vendors. When the Ambassador is the target of an introduction for Vendors, no fees will be paid out to said Ambassador by Inbot.
9.1. Amendments and Waivers.
Any term of this Agreement may be amended or waived only with the written consent of the parties.
9.2. Sole Agreement.
This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or email, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or email as set forth below, or as subsequently modified by written notice.
9.4. Choice of Law.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, United States, without giving effect to the principles of conflict of laws.
If any provision contained in this Agreement is deemed invalid or unenforceable in any respect under any applicable law, the validity and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired. The Parties hereby agree to make all reasonable efforts and take all necessary action to replace such provision by valid provisions which reflect, as far as possible, the intention of the provision so replaced.
This Agreement is stored online, accessible at https://wallet.inbot.io under the Ambassador's account.
The parties hereby agree that any and all claims, disputes or controversies arising from or related to this Agreement, whether existing at or arising after the effective date of the Agreement, shall be submitted to binding arbitration under the Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801 et seq. ("DRAA"). Absent a written agreement signed by all parties hereto amending, waiving or modifying the rules for DRAA
arbitrations adopted by the DRAA and the Delaware courts (the "Arbitration Rules"), the DRAA and the Arbitration Rules shall govern all aspects of the arbitration. In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules.
The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this Arbitration Provision. In the event a party initiates litigation in DMEAST #21876692 v1 2 violation of this Arbitration Provision, such action shall be subject to dismissal, with the
reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from such violation shall be entitled to equitable relief
including, but not limited to, an injunction or specific performance.
EXHIBIT A: SERVICES
Building trusted and caring relationship is imperative and essential to the success of the Inbot Ambassador community. Therefore You, as an Ambassador, agree to the following:
You will respond to suggested introductions with "Yes" or “No” without undue delay. Inbot reserves the right to send the suggestions to other candidates if you do not respond in reasonable time.
When you agree to make an introduction, you will make it without undue delay, and in a courteous and caring manner.
When needed, You will report to Inbot the following details of the introductions you have made:
Name of the person you introduced,
Name of the company you introduced,
When the introduction was made, and
The method of introduction (email, conf call, etc.).
You may send as many Intro suggestions to Vendors as you wish, as long as they are to decision makers you personally know.
When you suggest an introduction to Inbot, you understand that Inbot will have to ask for an approval from the Vendor to each suggestion. The Vendor may already have contacted the same entity before. The Vendors will pay the agreed rewards only for Successful Introductions to approved Leads.
The success of Inbot Ambassador Community depends on trust and care of our Ambassadors. You agree not to spam or cold call targeted Leads. You will only offer introductions to contacts that you already know.
Spamming and cold calling is considered a breach of this Agreement, and may lead to a termination.
EXHIBIT B: REWARDS & PAYMENT TERMS
Inbot agrees to compensate you, the Ambassador, as follows:
InToken Reward. The InToken reward from a Successful Introduction will show in your wallet as soon as the Vendor has reported having met with the Lead. In case of a dispute, the rewards are distributed or withdrawn based on the final arbitration on the dispute.
InShare Reward. Inbot agrees to add one InShare in Ambassador’s Wallet for each successful introduction that has satisfactorily lead to a meeting between an Platinum Partner and the person you introduced.
InShare Dividend. InShare pays you a monthly retainer for your Ambassadorship in form of InToken Vouchers. The amount paid depends on your InScore and the volume of business on the Inbot Ambassador platform.
Payment Terms. Ambassadors receive InToken Vouchers directly into their wallet.
Reporting. The Ambassador Wallet shows current earnings. InShare dividends depend on revenue shares from our Platinum Partners. You agree to report to Inbot without delay, if you learn about an unreported Qualifying Transaction by a Platinum Partner.
Taxes. You are solely responsible for reporting all taxes in your own country and under an entity you use the Wallet with.