UNNAP Ambassador Program Terms and Conditions

A. Overview

This Agreement describes and provides the terms and conditions (the “Terms”) that govern and apply to your participation in UNNAP’s (the “Company”, “we”, “us” or “our”) Ambassador Program (the “Program”).

You may only participate in the Program if you are eighteen (18) years of age, or older.

You agree that your participation in the Program shall constitute express consent to these Terms.

Failure to comply with these Terms will result in immediate termination of your ambassador account and all related privileges, as well as forfeiture of all unpaid commissions that have been earned through your participation in the Ambassador Program.

UNNAP further reserves its right to pursue any and all claims, legal and equitable, that may result from any violation of these Terms. UNNAP expressly reserves the right to modify these Terms at any time, with or without notice to you. Your continued participation in the Program following any such change shall constitute and evidence your agreement to any such modification to these Terms.

To contact us about any of the matters addressed in these Terms, you may email thomas@unnap.com.

B. Your Ambassador Link and Commission

UNNAP reserves sole and exclusive discretion over the approval, acceptance, and/or rejection of any and all applications to join or otherwise participate in the Program. By applying for and/or participating in the Program, you expressly represent that you are eighteen (18) years of age, or older.

You are only permitted to apply for and use one ambassador link.

Application for more than a single Ambassador Link, per person, is grounds for immediate termination and constitutes sufficient grounds for forfeiture of all unpaid commissions that have been earned through your participation in the Ambassador Program.

If you wish for UNNAP to deactivate an Ambassador Link that you have previously applied for and that has been approved, you may send a request to thomas@unnap.com.

Upon acceptance of your application, UNNAP will provide you with a unique Ambassador Link that you can use — in compliance with these Terms — to earn commission (as communicated to you upon acceptance) of the Gross Revenue received by UNNAP for purchases made through unnap.com using your Ambassador Link (or that are otherwise directly attributable to your Ambassador Link) (the “Commission”).

“Gross Revenue,” as used in this section, refers to the amount actually paid by a customer for purchase of UNNAP products or memberships, and does not include any charges for shipping, sales tax, VAT, or any other similar charges levied on the customer at the time of purchase.

UNNAP shall pay the Commission to you in accordance with its then-applicable payment policies and practices, and reserves the right to modify those policies at any time in its sole discretion. You acknowledge the sufficiency of the Commission in exchange for your participation in the Program, and that you shall have no entitlement to any consideration or commission, in either cash or equity, other than the Commission.

C. Permitted Uses of Your Ambassador Link

UNNAP may provide guidance and updates regarding permitted usage of the Ambassador Link via email or other platforms designated by a Company representative. You are required to follow such guidance upon notice that it applies to the Program, and shall be presumed to be familiar with such materials.

UNNAP expressly reserves the right to modify its policies and practices regarding permitted usage of Ambassador Links at any time, in its sole discretion, with or without advance or written notice.

D. Prohibited Uses of Your Ambassador Link

Current guidance for prohibited use of your Ambassador Link includes, but is not limited to:

• DO NOT reuse UNNAP’s (or another UNNAP creator’s) original content for your own purposes without permission.
• DO NOT share your Ambassador Link on public coupon, deal, or discount aggregation websites.
• DO NOT bid on our brand terms via any online advertising platform (e.g. Google Ads).
• DO NOT promote your Ambassador Link on UNNAP’s corporate social profiles, or on other UNNAP creator profiles or posts, without permission.
• DO NOT disparage UNNAP’s products, advertising, company, employees, or business practices (see Paragraph J).
• DO NOT use inappropriate language or reference controversial topics when promoting UNNAP.
• DO NOT message UNNAP employees or representatives on their personal social media accounts about Program matters.

Failure to comply with these Terms will result in immediate termination of your ambassador account and all related privileges, as well as forfeiture of all unpaid commissions.

E. Representations and Warranties

You represent and warrant as follows: (a) you are eighteen (18) years of age, or older; (b) you have the legal right and authority to enter into this Agreement and to perform your obligations hereunder; (c) you will not violate any applicable laws or regulations, or cause a breach of any agreements with any third parties, in connection with your participation in the Program; (d) you will not violate, infringe, or misappropriate the intellectual property, proprietary, privacy, or publicity rights of any third party in connection with your participation in the Program; and (e) you will not be abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable or false or misleading in connection with your participation in the Program.

F. Term

UNNAP reserves sole and exclusive discretion over your participation in the Program. UNNAP may terminate and/or modify these Terms — or terminate and/or modify your participation in the Program — at any time or for any reason, with or without advance or written notice.

Upon termination or deactivation of the Ambassador Link, UNNAP shall provide a final account of commissions earned as of the termination date and pay such earned commissions in accordance with its then-applicable payment policies, except where commissions have been forfeit due to your violation of these Terms.

Terms intended to survive termination shall so survive — including, but not limited to, Paragraphs E, F, G, H, I, J, and K.

G. Protection of Confidential and Proprietary Information

At all times during your participation in the Program, and perpetually thereafter, you will hold in confidence and will not disclose, use, publish or make copies of any of the Company’s Proprietary Information, except to the extent such disclosure, use or publication is: (i) expressly authorized in writing or by email by an officer of the Company; or (ii) expressly required by law.

“Proprietary Information” means private, confidential, trade secret or other proprietary information relating to any actual or anticipated business of the Company or its Ambassadors, or any product development or marketing undertaken by the Company, whether disclosed to you before or after the effective date of these Terms. It does not include information that is generally known to the industry or the public, legitimately made available by a third party without breach of confidentiality, or that forms part of your general skill and knowledge.

H. Indemnification

You shall indemnify, defend and hold harmless Company, and its officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable legal fees) arising from or relating to any actual or alleged breach of these Terms or your negligence or misconduct in participating in the Program.

I. No Publicity

Other than as set forth herein, you may not issue a press, news or other release or otherwise publicize that you are associated with or performing services for Company without Company’s prior written permission.

J. Non-Disparagement

You agree that you shall not orally or in writing criticize, disparage, make any negative statements, or otherwise undermine the reputation of UNNAP, or comment in any negative way upon the business operations, products, services, employees, practices, procedures, or policies of UNNAP.

K. Miscellaneous

Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. You receive no company-sponsored benefits from Company except as required by law. Any taxes imposed on you due to activities performed hereunder are your sole responsibility.

Assignment. Neither party may assign rights or obligations hereunder without the prior written consent of the other party, except that UNNAP may assign its interest to an affiliate or to a third party acquiring substantially all of UNNAP’s assets or business.

Amendments. UNNAP may modify these Terms at any time. Continued participation after a change constitutes agreement to the modification.

Governing law and venue. These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Program.

Severability. If any part of these Terms is held invalid or unenforceable, the remainder continues in full force and effect.

Entire agreement. These Terms constitute the complete and final agreement of the parties pertaining to the Program and supersede prior agreements relating to the Program.

Knowing and voluntary agreement. By applying to and electing to participate in the Program, you acknowledge that:

• You have carefully read and fully understand all provisions of these Terms.
• You knowingly and voluntarily agree to all conditions, expectations, and obligations set forth in these Terms.
• You have been advised to consider these Terms and to consult with an attorney if desired.
• To the extent necessary or desired, you have consulted with counsel of your choice or freely chosen not to do so.