MOVE BUMPERS
BRAND AMBASSADOR OR INDEPENDENT INFLUENCER AGREEMENT

This Independent Influencer 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 MOVE Bumpers, LLC (“MOVE”), with an address of 109 Brookville Lane, Lewistown, MT 59457, United States and the influencer identified below (“Independent Influencer” or "Influencer" or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

The Brand Ambassador or Independent Influencer Program. Independent Influencer agrees to provide to MOVE under the terms and conditions of this Agreement, services (the “Services”) in connection with MOVE's Independent Influencer Program (the “Program”). As part of the Services, Independent Influencer will generate and post content (including, without limitation, text, videos and images) regarding MOVE brand and MOVE products on Independent Influencer’s dedicated MOVE Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube, TikTok, and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Influencer agrees to:

- You must have a PayPal account to get paid.

- Devote such of his/her 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.

- Do not comment your Ambassador Code on any MOVE Bumpers social media posts or channels (i.e. Instagram, Twitter, Facebook, etc.).

- DO NOT add your Ambassador Code to coupon sites. We check these sites frequently and any Commissions will be revoked if found on these sites.

- Affiliate shall not modify the Link in any way. We will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.

- Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.

- Provide and utilize his/her own equipment, tools and other resources in performing the Services but MOVE will provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to his/her Influencer Page and/or Social Channels (such templates and other materials are collectively referred to as the “MOVE Materials”). 

Please remember that the purpose of the Program is to bring awareness to the MOVE Bumpers and introduce new clients to the brand.

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

Restrictions

Independent Influencer agrees that they will not:

- Make any derogatory statements about MOVE and/or MOVE products
- Resell or distribute any MOVE products, including those received for free or as gifts, for commercial purposes
- Promote MOVE products, the MOVE brand, or the Program via any paid media channels
- Promote MOVE products, the MOVE brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
- Engage in any fraudulent transactions, as reasonably determined by MOVE, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control. 

Any posts with link or coupon: (i) must depict only Influencer and no other person, unless such other person is at least eighteen (18) years of age or older (or the age of majority, whichever is greater) and a legal resident of the fifty (50) United States and Influencer has obtained the consent of such person to be depicted in the Post (the "Permitted Third Party"); (ii) must depict Influencer and/or the Permitted Third Party showcasing Product(s); (iii) must tag @MOVEBumpers and must include the required hashtag #MOVEAmbassador in a clear and conspicuous manner (for example, in an Instagram Post, it must appear "above the fold" within the first three (3) lines of the post or superimposed in a story); (iv) may not mention, reference or show any brand other than MOVE Bumpers; (v) must not defame, misrepresent or disparage MOVE Bumpers, its business, products or brands, or any third party brands, products or services competitive to MOVE Bumpers and/or its business, products or brands; (vi) must reflect Influencer's actual, honest opinions, findings, beliefs, or experiences with MOVE and its business and products and will not contain any statements or representations about Company or its business and products which are not true or that is misleading or deceptive; (vii) shall be Affiliate's own original work, created solely by Affiliate, and will not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity; and (viii) shall not contain or reference content which is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or otherwise illegal, offensive or inappropriate in any way.

(b) Affiliate represents, warrants and agrees that it shall abide by all of the foregoing, as well as all applicable laws, rules and regulations, including the Federal Trade Commission's Endorsement Guides ("FTC Guides"), which require that material connections between advertisers and endorsers be disclosed, as well as the Community Guidelines, Terms of Use and other applicable policies of the social media platform used by Affiliate for its Post(s). We reserve the right to withhold Commission Fees and/or deactivate your Link and/or terminate your affiliate relationship with us if we determine, in our sole discretion, that you are not in compliance with any of the foregoing, including but not limited to, your noncompliance with the FTC Guides and failure to clearly and conspicuously include the required hashtag #SMAmbassador as set forth above. Affiliate further represents and warrants that he/she has obtained any and all necessary consents of any Permitted Third Party.

Compensation

In consideration for the Services, MOVE will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by MOVE in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by MOVE 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 purchases of MOVE product(s) via the Influencer Page that are made by a method of payment accepted by MOVE. The Commission is also only paid to Independent Influencer if the Qualifying Order is final - any returns or fraudulent orders will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by MOVE using its standard methodologies. MOVE will pay Independent Influencer its Commission within the first three business days of each month. Commissions due
hereunder will be made by MOVE to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to MOVE for purposes of receiving the payments set forth herein. MOVE is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by MOVE, including without limitation any transactions originating from Influencer 's IP addresses or computers under Influencer's control.

Confidentiality

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning MOVE's business technology, business relationships or financial affairs which MOVE 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 MOVE from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without MOVE 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of MOVE, 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 MOVE. Independent Influencer will cooperate with MOVE and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to MOVE all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by MOVE or termination of this Agreement for any reason.

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

Intellectual Property Rights

Content License

Independent Influencer hereby grants to MOVE and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
- Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
- Independent Influencer shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Influencer’s promotional purposes, in any and all media now known or hereafter developed.
- With respect to Content which portrays Independent Influencer’s face, body and voice (the “Restricted Materials”), MOVE shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.

Other Developments

Independent Influencer hereby grants to MOVE and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to MOVE in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)

MOVE Materials and Trademark

Except for Independent Influencer's limited right to use the MOVE Materials solely in connection with performing the Services, MOVE retains all right title and interest in the MOVE Materials, including all related intellectual property rights. MOVE hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display MOVE's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Influencer agrees that any use of the Marks:

Will comply with MOVE's quality standards and trademark guidelines, which may be provided by MOVE to Independent Influencer from time to time. Will solely inure to the benefit of MOVE. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Influencer 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

Independent Influencer 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 Independent Influencer's provision of the Services hereunder. Independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding MOVE products, the MOVE brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Independent Influencer Social Channels

In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the MOVE website. If Independent Influence so elects, MOVE may link to, and stream content from such Social Channels on its websites, social media channels and in other MOVE advertising and promotional materials.

Representations and Warranties.

Independent Influencer represents and warrants that:

He or she is at least 18 year of age and legally allowed to live and work in his/her 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 and in the MOVE Materials; The Content and Other Developments are Independent Influencer' s original work. Use of the Content and Other Developments by MOVE will not infringe or involve the misappropriation of any third-party rights. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by MOVE for any Content or Other Developments or any content or material incorporated therein to any third party; He or she will comply with all applicable laws, rules and regulations, including the Guides

Indemnification

Independent Influencer shall indemnify and hold MOVE, 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 Independent Influencer'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, Other Development, Influencer IP 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 Independent Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Termination

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. MOVE may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer 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 with respect to any Net Revenue accrued during the term of this Agreement but not yet paid).
Independent Contractor; No Agency.

Independent Influencer is not and shall not be deemed an employee, agent, joint venture or partner of MOVE, 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 MOVE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “MOVE 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 MOVE PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MOVE 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 MOVE 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 Montana. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Lewistown.

Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. 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.

Independent Influencer and MOVE agree that it would be impossible or inadequate to measure and calculate MOVE's damages from any breach by Independent Influencer of this Agreement. Accordingly, Independent Influencer and MOVE agree that if Independent Influencer breaches this Agreement; MOVE will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in sections above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of sections above. Independent Influencer and MOVE further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and MOVE, 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 MOVE 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 MOVE 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 MOVE and Independent Influencer, this Agreement constitutes the entire agreement between Independent Influencer and MOVE 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 Independent Influencer without the express written consent of MOVE. MOVE may assign any or all of its rights and obligations under this Agreement without Independent Influencer's written consent to any affiliate or to another third-party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of MOVE's assets or capital stock. 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.

Terms and conditions are subject to change with or without notice. No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts or God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program. 

Commission Appendix

For Qualifying Orders in a calendar month, MOVE will pay to Independent Influencer commission payments in accordance with the following table, with the exception that MOVE could have promos that could go to higher percentages as incentive, all details of such promos to be at MOVE's sole discretion and communicated to Independent Influencer in due time:

Commission Percentage
5% of Net Revenue 

For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of MOVE Products that are purchased pursuant to such Qualifying Order.