Brand Ambassador Agreement

Last Updated: 09/20/2025

Introduction & Parties Identification

This Brand Ambassador Agreement (“Agreement”) is entered into as of the date of acceptance by the Brand Ambassador (the “Effective Date”), by and between:

Grow Global Career Mentorship LLC, a company organized and existing under the laws of the State of Delaware, with its principal place of business located at:

Address: 131 Continental Dr, Suite 305, Newark, DE 19713, United States
Email: pimentel@joingrowglobal.com

(hereinafter referred to as the “Company”),

and

[Full Legal Name of Brand Ambassador], an individual with the following information to be provided through the enrollment form:

• Full Legal Name: __________________________

• Address: ________________________________

• City/State/Zip: ____________________________

• Email: __________________________________

• Phone Number: ___________________________

(hereinafter referred to as the “Ambassador”).

The Company and the Brand Ambassador may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose of the Agreement

The purpose of this Agreement is to establish the terms and conditions under which the Brand Ambassador will promote and represent the Company’s brand, products, and services.

The Brand Ambassador agrees to:

• Act as a non-exclusive representative of the Company for promotional purposes only;

• Engage in marketing, outreach, and promotional activities in compliance with the Company’s brand guidelines and policies;

• Promote the Company in a positive and professional manner through personal networks, events, online platforms, and other approved channels;

• Use only official marketing materials and information provided or approved by the Company.

It is expressly understood and agreed that the Brand Ambassador:

• Is not an employee, agent, or partner of the Company;

• Holds no equity, ownership, or voting rights in the Company;

• Will receive compensation solely based on commission from sales directly attributable to their promotional efforts, as further detailed in Section 2 (Compensation).

2. Compensation

2.1 Commission-Based Compensation
The Brand Ambassador shall be compensated solely through commissions based on Net Sales generated directly from customers who purchase the Company’s products or services using the Ambassador’s unique referral link, discount code, or other tracking mechanism provided by the Company (“Qualifying Sales”).

2.2 Commission Rate
The Brand Ambassador shall earn a commission of 50% of the Net Sales amount of each Qualifying Sale. Net Sales shall mean the gross revenue actually received by the Company, less any applicable taxes, refunds, chargebacks, discounts, or transaction fees.

2.3 Payment Schedule
Commissions will be calculated on a monthly basis and paid within 30 days after the end of each calendar month via electronic transfer to the Brand Ambassador’s designated international or US account.

2.4 No Fixed or Guaranteed Payments
The Brand Ambassador acknowledges and agrees that there is no fixed compensation, salary, or minimum guaranteed payment under this Agreement. All compensation shall be commission-based only.

2.5 Right to Adjust or Withhold
The Company reserves the right to withhold payment of commissions that are subject to refund, dispute, chargeback, or fraud investigation until such matters are resolved.

3. Term & Termination

3.1 Term
This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party in accordance with the terms set forth herein.

3.2 Termination for Convenience
Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party at least thirty (30) days’ prior written notice.

3.3 Termination for Cause
The Company may terminate this Agreement immediately upon written notice if the Brand Ambassador:

• Engages in conduct that damages or could reasonably be expected to damage the Company’s reputation;

• Breaches any material provision of this Agreement;

• Engages in fraudulent, deceptive, or unethical practices;

• Promotes competing products or services in violation of this Agreement.

3.4 Effect of Termination
Upon termination of this Agreement for any reason:

• The Brand Ambassador shall immediately cease using the Company’s name, trademarks, logos, and promotional materials;

• All rights granted to the Brand Ambassador under this Agreement shall automatically terminate;

• The Brand Ambassador shall only be entitled to commissions on Qualifying Sales completed prior to the termination date.

4. Intellectual Property & Brand Use

4.1 Limited License
The Company hereby grants the Brand Ambassador a limited, non-exclusive, non-transferable, revocable license to use the Company’s trademarks, trade names, logos, images, and marketing materials (collectively, the “Company Marks”) solely for the purpose of promoting the Company’s products and services under this Agreement.

4.2 Restrictions
The Brand Ambassador agrees not to:

• Alter, modify, or create derivative works of the Company Marks without prior written approval;

• Use the Company Marks in any misleading, defamatory, obscene, or unlawful manner;

• Register or attempt to register any trademarks, domain names, or social media handles containing or confusingly similar to the Company Marks;

• Use the Company Marks after the termination or expiration of this Agreement.

4.3 Ownership
The Brand Ambassador acknowledges and agrees that all rights, title, and interest in and to the Company Marks and all related intellectual property are and shall remain the sole property of the Company. Nothing in this Agreement shall be construed to transfer any ownership rights to the Brand Ambassador.

4.4 Approval of Materials
Any marketing content created by the Brand Ambassador that incorporates the Company Marks must be submitted to the Company for review and written approval prior to publication or distribution, unless otherwise expressly authorized in writing.

5. Confidentiality & Non-Disclosure

5.1 Confidential Information
For the purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by the Company to the Brand Ambassador, whether in oral, written, electronic, or any other form, including but not limited to: business strategies, customer lists, financial information, marketing plans, pricing, sales data, software, and any other materials designated as confidential.

5.2 Obligations of the Brand Ambassador
The Brand Ambassador agrees to:

• Maintain all Confidential Information in strict confidence;

• Not disclose, distribute, or otherwise make available Confidential Information to any third party without the Company’s prior written consent;

• Use Confidential Information solely for the purpose of performing obligations under this Agreement.

5.3 Exclusions
Confidential Information shall not include information that:

• Is or becomes publicly available through no breach of this Agreement;

• Was lawfully obtained by the Brand Ambassador from a third party without restriction;

• Was independently developed by the Brand Ambassador without use of the Company’s Confidential Information.

5.4 Return or Destruction
Upon termination of this Agreement, or upon the Company’s request, the Brand Ambassador shall promptly return or destroy all copies of Confidential Information in their possession or control, and certify such return or destruction in writing upon request.

5.5 Survival
The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years.

6. Independent Contractor Status

6.1 Independent Relationship
The Parties acknowledge and agree that the Brand Ambassador is acting solely as an independent contractor and not as an employee, partner, joint venturer, or agent of the Company.

6.2 No Authority to Bind
The Brand Ambassador shall have no authority to bind the Company to any contract, obligation, or commitment of any kind, whether written or oral, unless expressly authorized in writing by the Company.

6.3 No Employment Benefits
The Brand Ambassador understands and agrees that they are not entitled to, and shall not claim, any employment-related benefits from the Company, including but not limited to: health insurance, paid vacation, retirement benefits, or any other employee benefits.

6.4 Taxes and Reporting
The Brand Ambassador shall be solely responsible for the payment of all federal, state, and local taxes, social security contributions, and any other obligations arising from the commissions or compensation received under this Agreement. The Company shall not withhold any amounts for taxes or other deductions from payments made to the Brand Ambassador.

7. Limitation of Liability & Indemnification

7.1 Limitation of Liability
To the fullest extent permitted by law, in no event shall the Company be liable to the Brand Ambassador for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, lost profits, business opportunities, or reputational harm), even if the Company has been advised of the possibility of such damages. The Company’s total liability under this Agreement shall not exceed the total amount of commissions actually paid to the Brand Ambassador during the six (6) months immediately preceding the event giving rise to the claim.

7.2 Indemnification by Brand Ambassador
The Brand Ambassador agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Brand Ambassador’s breach of this Agreement;

• Any negligent, fraudulent, unlawful, or willful misconduct by the Brand Ambassador;

• Any violation of third-party rights (including intellectual property or privacy rights) caused by the Brand Ambassador’s actions in connection with this Agreement.

7.3 Indemnification Procedure
The Company shall promptly notify the Brand Ambassador of any claim subject to indemnification under this Section. The Brand Ambassador shall have the right to assume control of the defense and settlement of such claim, provided that the Company may participate in the defense with counsel of its own choosing at its own expense. The Brand Ambassador shall not settle any claim without the Company’s prior written consent if such settlement would impose any liability or obligation on the Company.

8. Non-Compete & Non-Solicitation

8.1 Non-Compete
During the term of this Agreement, the Brand Ambassador agrees not to promote, endorse, or market any products or services that are in direct competition with the Company’s products or services, without the Company’s prior written consent.

8.2 Non-Solicitation of Customers
The Brand Ambassador shall not, during the term of this Agreement and for a period of twelve (12) months following its termination, directly or indirectly solicit or attempt to solicit business from any customer or prospective customer of the Company that the Brand Ambassador became aware of or had contact with in connection with this Agreement, for the purpose of offering products or services that are competitive with those of the Company.

8.3 Non-Solicitation of Employees or Contractors
The Brand Ambassador further agrees not to solicit, hire, or attempt to hire any employee, consultant, or independent contractor of the Company during the term of this Agreement and for a period of thirty six (36) months following termination, without the Company’s prior written consent.

8.4 Reasonableness
The Brand Ambassador acknowledges that the restrictions set forth in this Section are reasonable in scope, duration, and geography, and are necessary to protect the Company’s legitimate business interests, including its goodwill, confidential information, and customer relationships.

9. Governing Law & Jurisdiction

9.1 Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles.

9.2 Jurisdiction
The Parties agree that any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and each Party hereby irrevocably submits to the personal jurisdiction and venue of such courts.

9.3 Waiver of Jury Trial
To the fullest extent permitted by law, each Party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

10. Miscellaneous

10.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings, or agreements, whether oral or written.

10.2 Amendments
This Agreement may only be amended, modified, or supplemented by a written instrument signed by both Parties.

10.3 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. The failure of either Party to enforce any provision shall not be construed as a waiver of future enforcement of that provision or of any other provision.

10.5 Assignment
The Brand Ambassador may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement, in whole or in part, to any successor or affiliate without the Brand Ambassador’s consent.

10.6 Notices
All notices under this Agreement shall be in writing and shall be deemed duly given when sent by email with confirmation of receipt, or by certified mail or courier service, to the addresses set forth in the introduction of this Agreement or to such other address as a Party may designate in writing.

10.7 Counterparts & Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery by electronic signature or by scanned PDF copy shall constitute a valid and binding execution of this Agreement.

Contact

After consenting, any inquiries regarding these Terms should be addressed to:
Grow Global Career Mentorship LLC

Address:

131 Continental Dr

Suite 305

Newark, DE 19713 US

Dover, Delaware 19713, United States

Email: pimentel@joingrowglobal.com