Last updated: January 10th 2023

These Terms of Use (the “Agreement”) are a legal agreement between you (“you,” or “Ambassador” and moozoom education, Inc. (“moozoom’ “we,” “our,” or “us”), having its head office at 1, Place Ville-Marie, Office 4000, Montreal (Quebec), H3B 4M4 ( Collectively You and Us, the” Parties”).

By submitting your Ambassador application, you are accepting the following terms and conditions and further warrant that: (i) You are at least 18 years of age; (ii) You are not restricted by your Employer or anyone to perform your Ambassador’s role in exchange for financial compensation, nor are you in a conflict of interests; (iii) All registration information you submit is accurate and truthful; and (iv) You have the authority to bind any institution, company, or legal entity you are representing in this Agreement, as the case maybe.

1. Definitions

1.1 “Ambassador Program" means the moozoom initiative allowing selected participants to use their voice and conviction for making social emotional learning more accessible and effective in schools by using moozoom, in exchange for agreed consideration;

1.2 "Initial Annual Subscription" means the first twelve (12) months subscription of a Customer to the Platform pursuant to the Term of Use, excluding any renewal period thereof;

1.3 "Brand Image Guidelines" means the guidelines set out by moozoom from time to time and to which the Ambassador must comply with prior to sharing moozoom related content, whether on social media, by email or any other means;

1.4 "Commission" means 30% of the price of any Initial Annual Subscription (after discount if any, but before applicable taxes) entered into and paid by a Referred Customer;

1.5 “Customer” means a school or a school district, whether public, charter or private, or any other education institution or facility that enters into an Initial Annual Subscription;

1.6 "Effective Date" means the date at which the Ambassador’s application is approved by moozoom.

1.7 "Marks" means the trademarks, service marks, logos and trade names used from time to time by moozoom in connection with its business;

1.8 "Online Outlets" means any website, apps, social media or similar online outlet;

1.9 "Platform" means moozoom’s web application and all included content and features;

1.10 "Referral" means any Ambassador's referral or introduction to moozoom Platform which results in a product demo performed by moozoom;

1.11 “Referred Customer” means any Customer that concludes an Initial Annual Subscription within 90 days of a Referral;

1.12 "Termination" means the date at which the Agreement terminates pursuant to Section 4.

2. Your Role as an Ambassador

2.1 Spread the word. We want you to spread the word. Thus, one of the key considerations for being considered as an Ambassador is your ability to share your excitement about the Platform and bring school leaders to attend a moozoom demo. That’s it.

2.2 Ethic. It is paramount that you avoid any type of conflict of interest with your current employer and act in full transparency of being incentivized while performing your work as an ambassador.

2.3 Referrals. You must notify moozoom at each time there is good reason to believe that a school, a district or any institution will book a moozoom demo, with the following information: School, District, contact person, and the date of the demo booked (if available).

2.4 Marks. Each you send a communication by email, using any Online Outlets or otherwise, you shall display the Marks in a manner consistent with the Brand Image Guidelines. Ambassador shall not, in any manner, associate the Marks with any product or services of the Ambassador or a third party that is not a moozoom.

2.5 License. For the purpose of promoting the Ambassador Program or the Platform using any Online Outlets, you authorize moozoom and its assigns to use, as the case may be, your name, image, and testimonial. You further waive, to the fullest extent possible, any related privacy rights and intellectual property.

3. Commission and Payments

3.1 Paypal: The Commission is paid to the Ambassador the 15th day following the end of each quarter. All Commissions being paid through Paypal, Ambassadors must provide us with all necessary PayPal information, upon request.

3.2 Monthly report. The status of any Ambassador’s Referrals will be communicated through a monthly report sent to the Ambassador at the beginning of each month.

3.3 Referral source. Only one Ambassador can be the source of a Referral. If more than one Ambassador makes the same Referral, the date the Referral is notified by the Ambassador will have seniority.

4. Termination

4.1 Cancel any time. This Agreement will commence on the Effective Date and shall continue until either party prior terminates this Agreement for any reason by providing a 10-days written notice to the other party. moozoom may also terminate this Agreement immediately on written notice if the Ambassador breaches this Agreement or has engaged in conduct that may disparage moozoom’s reputation;

4.2 Upon termination. Upon termination of this Agreement, moozoom’s obligations to the Ambassador shall terminate except for moozoom’s obligation to pay any Commission due and payable at the time of such termination in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, moozoom will not be obligated to pay to Ambassador any Commissions otherwise due and payable in accordance with the terms and conditions of this Agreement if moozoom terminates this Agreement pursuant the last section of Section 4.1 above. For clarity, following termination of this Agreement, the following sections and all definitions and provisions supporting such sections will survive in full force and effect, in perpetuity: Sections 5 and 6 herein.

5. Representations, Warranties and Covenants:

5.1 Ambassador represents, warrants and covenants to moozoom that: (i) Ambassador will not violate the intellectual property, publicity, privacy or other rights of any person, nor act in any way that could damage moozoom’s reputation or mislead any potential customer; (ii) this Agreement does not in any way conflict with any existing contractual obligation of the Ambassador; (iii) Ambassador and its affiliates will comply with all applicable laws, regulations and regulatory guidelines.

6. Indemnification and waiver:

6.1 Ambassador shall indemnify and save harmless moozoom and its affiliates, officers, directors, contractors and agents (the “moozoom Indemnitees”) of and from any and all claims, actions, losses, expenses, costs or damages (including, without limitation, any and all legal expenses reasonably incurred) which moozoom Indemnitees may suffer or incur as a result of: (i) any negligent act or omission of Ambassador; (ii) any breach or alleged breach of this Agreement or, applicable law; and (iii) any liability relating to statutorily required source deductions on payments to Ambassador. This provision will survive termination of this Agreement;

7. Governing Law

7.1 This Agreement shall be governed by the laws of the Province of Quebec and Canada. Any and all disputes, claims, and questions regarding the interpretation, performance and enforceability of this Agreement, and the rights and remedies of the parties hereunder, and any action or judicial proceeding related thereto shall be initiated and prosecuted exclusively in the Province of Quebec. The parties agree to submit and hereby irrevocably attorn to the exclusive jurisdiction of such court.

8. General Provisions

8.1 If a provision of this Agreement is held invalid or unenforceable, any other provision contained herein shall be separately valid and enforceable to the fullest extent permitted by law.

8.2 No negligence or waiver by either party to exercise a right shall be deemed to be or construed as a waiver by either party of its rights.

8.3 You shall not assign, transfer or sublicense this Agreement except with moozoom’s prior written consent. moozoom may assign, transfer or delegate this Agreement and moozoom’s rights and obligations without your consent.

8.4 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements or communications.

8.5 No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind moozoom in any respect whatsoever.