This Ambassador Agreement (this "Agreement") is in effect between Inbot, Inc., a Delaware corporation ("Inbot"), and you, (the "Ambassador").
The Ambassador and Inbot hereby agree as follows:
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.
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.
The Ambassador shall not be authorized to incur on behalf of Inbot any expenses without the prior consent of Inbot, which consent shall be evidenced in writing for any expenses in excess of $0. As a condition to receipt of reimbursement, the Ambassador shall be required to submit to Inbot reasonable evidence that the amount involved was expended and related to Services provided under this Agreement.
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’s relationship with the Ambassador will be that of an independent contractor and not that of an employee.
The Ambassador shall be solely responsible for determining the method, details and means of performing the Services.
Neither the Ambassador, has the authority to enter into contracts that bind Inbot or create obligations on the part of Inbot without the prior written authorization of Inbot.
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.
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 worker’s 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.
This Agreement is a non-exclusive agreement, and both parties remain free to enter into similar agreements with other third parties.
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 represents and warrants 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.
The Ambassador represents and warrants that it will not make a direct representation agreement with any of the Vendors without a 14-day notice to Inbot. The Ambassador understands that such agreement is a direct conflict of interest, and is considered a breach, and will most likely lead to the termination of this Agreement. Please note that our Vendors have signed non-solicitation clauses as part of their agreements.
Any term of this Agreement may be amended or waived only with the written consent of the parties.
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.
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 one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
This Agreement is stored online, accessible at https://wallet.inbot.io under the Ambassador's account.
Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally settled by binding arbitration in the State of Delaware, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply Delaware law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. This Section 8.7 shall not apply to the Confidentiality Agreement.
EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
Vendor is an innovative B2B company that has agreed to pay revenue share for Qualifying Transactions that result after Successful Introductions by the members of Inbot Network.
Inbot Ambassador Community is an exclusive, invite-only community for trusted and respected executives, investors and entrepreneurs. The members receive revenue share, when their Successful Introductions lead to Qualifying Transactions with the Vendor.
Inbot Network includes Inbot employees and assistants, the Inbot Ambassador Community 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 Network.
Trusted Source of Introduction is a person in the Inbot Network, who the representative(s) of the Lead already trust, and who can influence the Lead to have a meeting, phone call, e-mail exchange or chat with the Vendor’s representatives.
Successful Introduction is one that results in a meeting, phone call, e-mail exchange or chat between the representatives of the Vendor and a Lead.
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 Network.
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 the Consultant 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.
EXHIBIT A: Services
EXHIBIT B: Fees & Payment Terms
Building trusted and caring relationships is an imperative and essential to the success of the Inbot Ambassador community. Therefore You, as an Ambassador, agree to the following:
Fees. Inbot agrees to compensate you, the Ambassador, as follows:
Trust Share Inbot agrees to add you one Trust Share from each introduction that has satisfactorily lead to a meeting between the Vendor and the person you introduced.
Dividend The Trust Shares you own will pay you dividends whenever the Vendors you have Trust Shares in report revenue from deals closed from introductions made on Inbot Ambassador platform. The Dividend is paid for all Qualifying Transactions that the Vendors have made with their Leads after Successful Introductions by Ambassadors.
Payment Terms. Dividends are displayed on your Wallet immediately after Inbot receives a payment from a Vendor you have a Trust Share in.
Reporting. The Ambassador Wallet shows you your current earnings as they are reported. The typical reporting period with our Vendors is a quarter, but you may sometimes see updates displayed faster. You, the Ambassador, agree to report to Inbot without delay, if you learn about an unreported Qualifying Transaction by a Vendor.
Taxes. You are solely responsible for reporting all taxes in your own country and under an entity you use the Ambassador Wallet with.