By indicating your acceptance to this Brand Ambassador Agreement (this “Agreement”) on the CrewFire website (https://www.crewfire.com/) (the “Crewfire Website”), you (the “Ambassador”) hereby agrees with Verisart (“Verisart”) As set forth in this Agreement, effective as of the date of such acceptance of this Agreement by you (the “Effective Date”).

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Ambassador agrees with Verisart as follows:

TERM; CATEGORY OF RIGHTS:

• Term of this Agreement (“Term”):  As long as Ambassador has active profile on CrewFire

• Territory: Global.

• Category: NFTs, crypto, blockchain, Shopify retail

Brand Ambassador Obligations:

Ambassador agrees to post Verisart Content (as defined below) on his or her social media platforms that are Approved Media (as defined below).

• “Verisart Content” means any content posted on Ambassador’s social media channels that are Approved Media that: (i) contains imagery of Verisart, (ii) includes Verisart hashtags, or (iii) tags Verisart directly. 

• Each post must include Verisart’s predetermined hashtag(s) and utilize the brand in appropriate manner as outlined in the CrewFire Activity.

As used herein, “Approved Media” refers to social media outlets approved by Verisart for the brand ambassador program, as the same may be updated by Verisart from time to time ; Verisart will inform Ambassador of any such update via the CrewFire Website (https://www.crewfire.com/) under “Community Standards.”.

During the Term, Ambassador must be registered and remain active on the CrewFire Website (https://www.crewfire.com/). “Active” is defined as completing two activities within a continuous four-month period. If Ambassador is inactive for a continuous four months, you will be removed from the Ambassador Program. Verisart reserves the right to amend or alter the criteria for active status at any time in its sole discretion by notice to you, which notice will include an addendum to this Agreement containing the updated provisions.

Immediately following Verisart’s request, Ambassador will immediately remove any posts that Verisart deems to include improper or undesired usage of Verisart Content and/or Verisart’s trademarks.

It is highly prohibited to share or use any inside information which hasn't yet been officially published by the team. Everything that is published on the CrewFire platform is strictly confidential.

If an Ambassador is not active for an extended period of time without prior notification or is not performing duties which he is responsible for under his role, this could result in deactivation of their CrewFire/Verisart profile.

The rewards granted for activities can differ depending on the Ambassador.  They can vary depending on one’s role, engagement or quality of work.

Rewards; Use of Product:

In exchange for the Ambassador fulfilling his or her obligation under, the Ambassador will be entitled to earn rewards as set forth on the CrewFire Website (https://www.crewfire.com/), provided, Versiart will audit to ensure activity was completed, is in compliance and there is no fraud.

Ambassador agrees to integrate Verisart products into public-facing natural routine and lifestyle where possible, including without limitation by showcasing Verisart products in live streams or posts, demonstrating use and enjoyment of Verisart products and/or discussing Verisart products positively in live streams or posts.

Intellectual Property Matters:

Ambassador acknowledges and agrees that Verisart has valuable goodwill and reputation in its brands and all related trademarks, service marks, trade dress, slogans, logos, taglines, labels, copyrights and other designs and product and service identifications and all intellectual property associated with the foregoing and the Company’s brands (collectively,the “Verisart Marks”). Verisart hereby grants to Ambassador a limited, nonexclusive, royalty-free, non-transferable, non-sublicensable, non-assignable, revocable (by Verisart at any time) license to use the Verisart Marks solely for the purpose of carrying out Ambassador’s brand ambassador obligations set forth herein. Ambassador shall not acquire any proprietary or other right, title, or interest in or to the Verisart Marks, or any goodwill associated with the Verisart Marks and any goodwill arising out of the use thereof shall inure solely to the benefit of Verisart. The Verisart Marks shall be used only in the form, size and type prescribed and approved by Verisart in writing without any modification or alteration.

Publicity

Ambassador hereby grants to Verisart, its parent, subsidiaries, affiliates, agents, licensees, successors, and assigns, and those acting under their authority (“Verisart Licensees”) a perpetual, irrevocable, worldwide, royalty-free, transferrable, assignable, sublicensable right and license to use, and to authorize others to use, Ambassador’s name, biographical information, and likeness, in all media now known or hereafter existing (including, without limitation, print, packaging, television, radio, film, digital, internet, social media, websites, and mobile apps) for advertising, marketing, publicity, and promotion of Verisart Licensees, their products and services, and for all internal purposes of Verisart Licensees, all without further compensation to, or right of approval of, Ambassador.

Compliance; Indemnity:

Ambassador covenants to Verisart that he or she will not: (i) violate the terms of use of any third-party service or website; or (ii) violate or infringe the intellectual property, personal or proprietary rights of any third party. 

Ambassador agrees to indemnify, defend and hold harmless Verisart and its parent, subsidiaries, affiliates, employees, officers, owners, agents, licensees, successors, and assigns from and against any and all liabilities, costs, losses, damages, claims, judgments, penalties, interest and expenses (including, without limitation, attorneys' fees) arising out of Ambassador’s breach of this Agreement.

Brand Morality Clause:

As an Ambassador, you are expected to uphold and honor the values of Verisart as outlined in the Ambassador Handbook and communicated to you by Verisart from time-to-time. As such, during the Term, Ambassadors agrees not to engage in or be associated with any of the following conduct or events (each, a “Morality Breach”):

Commission of, or be publicly alleged to have committed, any criminal act or other act involving moral turpitude, drugs, or felonious activities;

Commission of, or be publicly alleged to have committed, an act or making of any statement or the occurrence of any event or circumstance (directly or in which you are indirectly involved or associated with), which, in the sole determination of Verisart, brings Ambassador into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which is culturally, politically, morally or socially offensive or divisive, or which is inciteful of violence, intolerance or hatred, threatening, socially unacceptable, libelous, defamatory, obscene, inflammatory, deceptive or illegal, or which offends public morals and decency; or

Commission of, or be publicly alleged to have committed, an act or making of any statement or the occurrence of any event or circumstance (directly or in which you are indirectly involved or associated with), during the Term or in the past, which, in the sole determination of Verisart, (i) reflects unfavorably upon, is derogatory of or disparages Verisart or any person associated with Verisart or its products or services (including without limitation the Ambassador Program) or constitutes a misuse of any its products or brands; or (ii) may tend to injure the success of Verisart or any of Verisart’s products or services, or which negatively impacts the goodwill or reputation of Verisart or its products or services, or which reduces the commercial value of Verisarts association with Ambassador.

Ambassador agrees to promptly notify Verisart of the happening of, or potential happening of, a Morality Breach. In addition, by executing below, the Ambassador represents and warrants to Verisart that he or she has not been associated with a Morality Breach prior to the Effective Date.

Relationship of Parties; Amendment:

The relationship of Ambassador to Verisart shall be that of an independent contractor. Ambassador is solely responsible for his or her compliance with federal, state and local laws and regulations and shall not for any purpose be considered a salesperson, a sales representative, an employee, or an agent of Verisart and shall have no authority to bind Verisart or act on its behalf.

Verisart may amend the Sections of this Agreement titled “Use of Product” and “Brand Morality Clause,” the definition of Approved Media and the Exhibit hereto at any time by notice to Ambassador, which notice will include an addendum to this Agreement or updated Exhibit containing the updated terms. Notice under this Agreement may be made by Verisart by posting to the Crewfire Website (https://www.crewfire.com/) or, for either party, by electronic communication at the email address set forth on the signature page hereto.

Other:

Verisart may terminate this Agreement and Ambassador’s right to use the Verisart Marks effective immediately, at any time, and for any reason or no reason, with or without prior notice. Following termination, Verisart shall have no further obligation to Ambassador, and all rights of Ambassador hereunder shall automatically terminate, but the obligations of Ambassador under this Compliance; Indemnity section shall survive termination. 

This Agreement and the exhibit hereto, represent the entire agreement of the parties with respect to the subject matter hereof.

This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

Any and all suits, legal actions or proceedings arising out of this agreement (including against any director or officer of the company) shall be brought solely in the state or federal courts of the state of Delaware, and each party hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.

This Agreement may not be assigned by the Ambassador, by operation of law or otherwise. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their permitted successors and assigns.

Ambassador acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement, Verisart may have no adequate remedy at law and shall therefore be entitled to seek the enforcement of any such provision by temporary or permanent injunctive or mandatory relief obtained in any court, and without prejudice or diminution of any other rights or remedies that may be available at law or in equity.

The headings in this Agreement are inserted for convenience only and shall not affect its construction.

Your electronic acceptance of this Agreement creates a valid and binding acceptance of the terms and conditions hereof and has the same effect as if the parties hereto had each signed and delivered a paper document bearing an original signature.