OSEA - AMBASSADOR AGREEMENT

This Ambassador Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between OSEA International, LLC (“OSEA”), with an address of 1795 Washington Way, Venice, CA 90291 United States and the individual identified below (“Ambassador” or “you”) (each, a “party” and collectively, the “parties”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

Ambassador agrees to provide to OSEA under the terms and conditions of this Agreement, the following services as described herein (the “Services”) and in connection with OSEA's Ambassador Program (the “Program”). As part of the Services, Ambassador will generate and post original content (including, without limitation, text, videos and images) relating to the OSEA brand and OSEA products (collectively the “Content”) on Ambassador’s Instagram, Twitter, Facebook, blog, TikTok, YouTube, Pinterest, and any other applicable internet and/or social media channel that provides for the sharing of an affiliate link (the “Social Channels”) in an effort to generate sales for OSEA, and in exchange, receive monetary consideration and potentially, other perks based on the program threshold of the Ambassador, as set forth herein from OSEA’s third party affiliate link program via the Refersion application/service.

Ambassador agrees to:

Devote such time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner;

Comply with all applicable laws and regulations;

Determine, in Ambassador’s discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved;

Provide and utilize Ambassador’s own equipment, tools and other resources in performing the Services although the parties acknowledge and agree that OSEA may from time to time, provide to Ambassador certain informational materials to facilitate the creation of Ambassador's created Content (such templates and other materials are collectively referred to as the “OSEA Materials”);

Will be solely responsible for creating, editing, and posting the Content;

It is understood and agreed that Ambassador will be an independent contractor, is not and will not be considered an agent or employee of OSEA (or any of its affiliates or related entities), and shall have no authority to bind OSEA (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Ambassador agrees that they will not, and shall refrain from during the Term, doing any of the following: 

Make any derogatory statements about OSEA and/or OSEA products;

Resell or distribute any OSEA products, including those received for free or as gifts, for commercial purposes;

Promote OSEA products, the OSEA brand, or the Ambassador program via any paid media channels;

Promote OSEA products, the OSEA brand, and/or the Ambassador program via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive to a reasonable person;

Purchase OSEA keywords or exclusively bid on OSEA keywords (including but not limited to OSEA, OSEA Malibu, and www.oseamalibu.com) and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from participating in the Agreement. 

Engage in any fraudulent transactions, as reasonably determined by OSEA, including without limitation making transactions from Ambassador’s IP addresses or computers under Ambassador’s control.

Compensation.

In consideration for the Services, OSEA will pay to Ambassador the applicable percentage of the Net Revenue (as defined below) collected by OSEA in accordance with the Commission and other details provided by OSEA to Ambassador (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means the retail selling price actually received by OSEA from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means a third party customer (“Customer”) purchases of OSEA product(s) using Ambassador’s unique affiliate link, and that are made by a method of payment accepted by OSEA, and within the applicable Cookie Window. For clarity, the Cookie Window shall mean a thirty (30) day period from the initial date in which a Customer visits the OSEA website using Ambassador’s unique affiliate link. Any returns of a Qualifying Order made to OSEA pursuant to its then applicable return window and relating to a previously paid Qualifying Order will cause that specific Commission to be deducted out of the following month payouts, which the Parties acknowledge and agree will be handled manually by OSEA. 

In such circumstances in which an Ambassador has been provided a Sharing Code by OSEA (as used herein, a “Sharing Code” shall mean and refer to a ten percent (10%) off discount code for Customer use, subject to any additional terms and conditions, including an expiration date and restricted to a one one-time use), then Ambassador shall earn a one-time Commission on use by Customer’s of such Sharing Code (i.e. – the Sharing Code shall constitute a one-time Affiliate Link for which Ambassador shall earn commission).  

In the event that a Customer uses Ambassador’s unique affiliate link to sign up for a subscription plan, Ambassador acknowledges and agree that Ambassador shall only receive Commission on the first order by Customer within such subscription plan. 

The Commission will be calculated solely based on records maintained by OSEA using its standard methodologies. OSEA will pay Ambassador its Commission on the 1st day of the month, for the Commissions earned by Ambassador in the preceding month. Additionally, Ambassador acknowledges and agrees that Commission rate percentage could change from month to month based on the Ambassador’s revenue performance in that particular month, although in no case shall the Commission rate be less than the then-current base rate, available to Ambassador participants. Commissions due hereunder will be made by OSEA to Ambassador through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc., but may be changed from time to time, (without prior notice to Ambassador) at OSEA’s sole discretion.   Ambassador is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to OSEA for purposes of receiving the payments set forth herein. OSEA is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by OSEA, including without limitation any transactions originating from Ambassador's IP addresses or computers under Ambassador's control. Additional perks included for the different levels in the Ambassador program (which could include but is not limited to product gifting, OSEA merchandise, etc.) shall also be made available to the Ambassador based on the previous month’s revenue performance. Additionally, OSEA reserves the sole right to offer Ambassadors temporary incentive promos that could provide for a higher Commission percentage as a temporary promotional incentive (“Temporary Commission Incentives”). The Ambassador shall be solely responsible for all federal, state, local and income taxes (if any) associated with this Agreement. The Ambassador also may be required to furnish certain personal information to OSEA for the sole purpose of preparation of any tax forms as required by law.

Confidentiality.

“Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning OSEA's business technology, business relationships or financial affairs which OSEA has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation; (ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by OSEA from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Ambassador will not, at any time, without OSEA 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of OSEA, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of OSEA. Ambassador will cooperate with OSEA and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Ambassador will deliver to OSEA all copies of Confidential Information in Ambassador's possession or control upon the earlier of a request by OSEA or termination of this Agreement for any reason.

Information of Third Parties. Ambassador understands that OSEA is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require OSEA to protect or refrain from use of Confidential Information. Ambassador agrees to be bound by the terms of such agreements in the event Ambassador has access to such Confidential Information.

Intellectual Property Rights.

Content License. Ambassador hereby grants to OSEA and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns: A fully-paid, royalty free, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and in perpetuity, in whole or in part, as follows: (i) on any of OSEA’s official and branded social media channels; (ii) on any OSEA owned and controlled website; and (iii) via OSEA’s branded email marketing communications, and the foregoing use of such Content shall not be subject to any additional payments beyond what is due and owing as set forth hereunder, in association with the Affiliate program.  

OSEA Trademarks. Except for Ambassador's limited right to reference OSEA’s tradename, trade dress, or other protected trademarks solely in connection with performing the Services, OSEA retains all right title and interest in the OSEA Materials, including all related intellectual property rights. OSEA hereby grants to Ambassador, a limited, non-exclusive, non-transferable license to use and display OSEA's name, website address, logo and trade names (the “Marks”), solely during the Term and solely in connection with performing the Services.

Ambassador agrees that any use of the Marks (if any) will solely inure to the benefit of OSEA. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Ambassador does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Ambassador agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

Federal Trade Commission Requirements.

Ambassador acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Ambassador's provision of the Services hereunder. Ambassador represents and warrants that Ambassador has read and understands the Guides and their requirements, and that the Content (including, without limitation, social media communications regarding OSEA products, the OSEA brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Ambassador Representations. 

Ambassador represents and warrants that:

Ambassador is at least 18 year of age and legally allowed to live and work in Ambassador’s country of residence;

The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein;

All Content is Ambassador's original work and Ambassador has the right and title to grant the rights to OSEA to use Content as set forth herein;

Use of the Content by OSEA will not infringe or involve the misappropriation of any third party rights;

All clearances and licenses relating to the use of the Content have been obtained by Ambassador;

Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by OSEA for any Content or any content or material incorporated therein to any third party;

Ambassador will comply with all applicable laws, rules and regulations.

Indemnification.

Ambassador shall indemnify and hold OSEA, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Ambassador's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Ambassador of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Term; Termination.

This Agreement will commence on the Effective Date and continue until terminated by either party. as set forth herein (the “Term”). Either Ambassador or OSEA may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by Ambassador. Upon termination, for any reason except breach of the Agreement, OSEA will pay to Ambassador the Commission due and owing hereunder, and subject to any returns outstanding. 

Nothing herein shall restrict whatever rights OSEA has at law or in equity, to terminate this Agreement immediately and without prior notice if Ambassador refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).

Independent Contractor; No Agency.

Ambassador is not and shall not be deemed an employee, agent, joint venture or partner of OSEA, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

Limitation of Liability.

IN NO EVENT SHALL OSEA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “OSEA PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE OSEA PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH OSEA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE OSEA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Governing Law, Jurisdiction and Venue.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Los Angeles, California.

Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, return receipt requested, to the parties at their addresses. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

Equitable Relief.

Ambassador and OSEA agree that it would be impossible or inadequate to measure and calculate OSEA's damages from any breach by Ambassador of this Agreement. Accordingly, Ambassador and OSEA agree that if Ambassador breaches this Agreement; OSEA will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Ambassador and OSEA further agrees that no bond or other security shall be required in obtaining such equitable relief and Ambassador and OSEA, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

Miscellaneous.

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of OSEA to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against OSEA unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by OSEA and Ambassador, this Agreement constitutes the entire agreement between Ambassador and OSEA with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Ambassador without the express written consent of OSEA. OSEA may assign any or all of its rights and obligations under this Agreement without Ambassador's written consent to any affiliate or to another third party. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.