PUR NOIRE AMBASSADOR PROGRAM

TERMS & CONDITIONS

By applying to join the Pur Noire Ambassador program, you are agreeing to be bound by the terms and conditions below, and as amended from time to time at the sole discretion of Pur Noire Urban Wineries. These terms and conditions form the basis of the Pur Noire Ambassador Agreement (“Agreement”) between Pur Noire Urban Wineries (“Winery”) and You, (“Influencer”).

You also acknowledge that your electronic acceptance of these terms and conditions has the same legal effect as if you had signed a physical document. You agree that your electronic signature is valid and binding, and that you will not contest the validity or enforceability of these terms and conditions based on the fact that they were electronically signed.

1. 1. Influencer agrees to perform the services set forth in the Program Guidelines as an ambassador for the Winery (“Services”). The Services include creating original content that promotes the Winery’s wines and sharing it on social media platforms and other channels to drive online sales of the Winery’s wine.
   2. In consideration for the Services provided by Influencer, the Winery agrees to pay Influencer a commission on all wine sales, initial membership orders, and merchandise sold and tracked using Influencer’s custom coupon code. So long as influencer is not in breach of these terms and conditions commissions payments will be made monthly, by check or Zelle on or before the 15^th day following the conclusion of each month along with any initial fees earned during the applicable period. Winery reserves the right to withhold payment to offset damages or losses that are caused by the acts or omissions of influencer.  A W-9 will be required before payment is made.
   3. Ambassador Requirements and Compensation.

Tier 3 Requirements

• 1 feed post corresponding story with a swipe up link  per quarter with the first post occurring during the same month Influencer becomes an Ambassador.
• We send a bottle of wine of your choice
• We pay a $100 initial fee
• You get our employee discount.
• You get 10% of all sales over $200

Tier 2 Requirements

• Must have generated $1000 in wine sales
• 1 feed post corresponding story with a swipe up link  per month for minimum of 3 months with the first post occurring during the same month Influencer becomes an Ambassador
• We send three bottles of wine of their choice
• We Pay a $200 initial fee
• You get our employee discount.
• You get 12% of all sales over $350.

Tier 1 Requirements

• Must have generated $2500 in wine sales
• 2 feed posts & corresponding story with a swipe up link per month for minimum of three months with the first post occurring during the same month Influencer becomes an Ambassador
• We send six bottles of wine
• We pay a $350 initial fee
• You get our employee discount.
• You get 15% of all sales over $500

4. Ownership of Content. Influencer agrees that all content created in connection with the Services, including but not limited to photographs, videos, text, and other materials (collectively, “Content”), shall be the exclusive property of the Winery. Influencer hereby assigns all right, title, and interest in the Content to the Winery, and agrees to execute any documents necessary to effectuate such assignment.
5. Review and Approval of Content. Influencer agrees to submit all Content to the Winery for review and approval before posting it on any platform or channel. The Winery reserves the right to reject any Content that it deems inappropriate, offensive, or otherwise unsuitable.
6. Use of Brand. All branding, logos, trademarks, trade dress, designs, and other intellectual property owned by the winery, including but not limited to its name, logo, and product images (collectively, “Winery IP”), are the exclusive property of the winery and are protected by applicable intellectual property laws. By participating in our ambassador program, you agree not to use, reproduce, distribute, or create derivative works of the Winery IP without our prior written consent.
7. Representations and Warranties. Influencer represents and warrants that: (a) Influencer has the right and authority to enter into this Agreement and perform the Services; (b) the Content does not infringe upon the intellectual property rights of any third party; and (c) the Content does not contain any false, misleading, or deceptive statements or material.
8. INFLUENCER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE WINERY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR RELATED TO ANY BREACH OF THIS AGREEMENT BY INFLUENCER OR ANY INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY INFLUENCER.
9. Independent Contractor. Influencer understands and agrees that it is an independent contractor and nothing in this Agreement shall be construed as forming an employment relationship, partnership, joint venture or any other relationship between the Parties.
10. Non-Disparagement. Influencer agrees not to make any negative or disparaging remarks about Winery, its products, services, employees, or any of its partners, affiliates, owners, or investors whether on social media or any other platform.
11. As an Ambassador, you may have access to certain confidential information, including but not limited to customer data, business plans, trade secrets, and other proprietary information. We take the protection of this information very seriously, and we expect you to do the same. By participating in our influencer program, you agree to keep all confidential information strictly confidential, and not to use, disclose, or otherwise make available any confidential information to any third party without our prior written consent. You agree to take reasonable measures to protect all confidential information from unauthorized access, use, disclosure, or theft, and to promptly notify us of any suspected or actual security breaches or incidents involving the loss or compromise of confidential information. You also agree to comply with all applicable laws and regulations related to data protection, privacy, and security, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Any breach of this data protection clause may result in termination of your participation in our program, and/or legal action against you for any damages caused by your breach.
12. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and the parties agree that any disputes arising out of or related to this Agreement shall be resolved exclusively through binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Houston, Texas and the Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings of this arbitration clause. The prevailing party may recover attorney’s fees from any action arising out of these terms and conditions.
13. Class Action Waiver. By accepting these terms and conditions, you agree that any dispute arising out of or related to your participation in the winery’s ambassador program shall be resolved through individual arbitration rather than class or collective arbitration or any other legal action. You hereby waive any right to participate in a class action, collective action, or representative action with respect to any dispute arising out of or related to your participation in the winery’s ambassador program. You also waive any right to have any such dispute heard or resolved as a class or collective arbitration, or as a member in any purported class, collective, or representative proceeding. You acknowledge that this class action waiver is a material and essential term of these terms and conditions, and that it cannot be severed or waived absent your consent and our agreement in writing.
14. Termination & Non-Assignment. Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Influencer shall immediately cease using the Winery’s name and any trademarks, logos, or other intellectual property of the Winery. Influencer may not assign this agreement without the express written permission of winery.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.