Ambassador Sponsorship Terms and Conditions

ASHORE BEAUTY AMBASSADOR SPONSORSHIP PROGRAM TERM OF CONDITIONS


If you are selected to be Ashore Beauty Ambassador Sponsorship Program for Ashore Corp, New York, USA.

1. Services. Subject to the terms and conditions of this Agreement, Ashore Shop hereby appoints Ashore
Beauty Ambassador as a non-exclusive Ashore Beauty ambassador to perform certain services in
connection with Ashore Shop, including demonstration of consistent support and promotion of Ashore
Shop’s products (the “Products”) on various social media platforms: Twitter, Facebook, Instagram, and
Pinterest, Snapchat (“Social Media Platforms”). The list of Social Media Platforms may be updated from
time to time by Ashore Shop in its sole discretion, and Ashore Shop will provide Ashore Beauty
Ambassador with written notice of any such change. Ashore Beauty Ambassador will post a minimum of
two (2) content items on the Social Media Platforms each calendar month during the term of this
Agreement. The content items will contain a photograph of a Product and will contain the 3 hashtags
#ashoreshop, #ashorebeauty and #ashore
2. Compensation. In consideration of the full performance of Ashore Beauty Ambassador’s services as
described herein, Ashore Shop shall compensate Ashore Beauty Ambassador as set forth in the attached
Exhibit A. Ashore Beauty Ambassador understands and acknowledges that this is the sole compensation
for the services described in this Agreement and that no additional compensation will be granted. The
compensation described in Exhibit A may be modified by Ashore Shop from time to time in its sole
discretion, provided that any such modification will be on a go-forward basis from the effective date of
any such change. Ashore Shop will provide Ashore Beauty Ambassador with 30 days notice of any such
change.
3. Relationship of the Parties. Ashore Beauty Ambassador is an independent contractor. The
relationship between Ashore Shop and Ashore Beauty Ambassador shall not be construed to be that of
employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Ashore
Beauty Ambassador will not be considered an employee for purposes of any Ashore Shop employment
policy or any employment benefit plan, and Ashore Beauty Ambassador will not be entitled to any
benefits under any such policy or benefit plan. Ashore Beauty Ambassador is responsible for the
payment of its own taxes and insurance. Nothing contained herein shall in any way restrict or otherwise
be deemed to prohibit Ashore Shop from directly or indirectly, on its own or through third parties, from
marketing, promoting, distributing or licensing any Products or other electronic devices or software to
any other party, or from entering into a similar arrangement with any other party.
4. Trademarks, Ownership. Ashore Beauty Ambassador acknowledges that the Products and any
derivatives there to are covered by patent, copyright, and other intellectual property rights owned or
licensed by Ashore Shop. Ashore Beauty Ambassador may use Ashore Shop’s trade names, trademarks
and service marks as provided to Ashore Beauty Ambassador from time to time (the “Marks”) in the
Territory on a non-exclusive basis only during the term of this Agreement and solely for display or
advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of
Ashore Shop. Ashore Beauty Ambassador acquires no right to any such Marks. Ashore Beauty
Ambassador further agrees: (i) Ashore Beauty Ambassador will follow the Mark guidelines of Ashore
Shop; (ii) Ashore Beauty Ambassador will not challenge the validity of Ashore Shop’s Marks (whether
currently in existence or additional Marks) at any time; and (iii) Ashore Beauty Ambassador will not
attempt to register Ashore Shop’s Marks in any jurisdiction. No rights or licenses with respect to Product
or the Marks are granted or deemed granted hereunder or in connection herewith, other than those
rights expressly granted in this Agreement and all such rights are hereby expressly reserved by Ashore
Shop and its licensors. Ashore Beauty Ambassador acknowledges that all documentation, any inventions
and ideas, written material or other property, tangible or intangible, arising out of or resulting from
Ashore Beauty Ambassador’s performance of the services provided hereunder, including without
limitation all photographs, images, themes, materials, and designs developed, created and/or provided
by Ashore Beauty Ambassador (“Work”) is owned by Ashore Shop, for all purposes. As to copyrights,
Ashore Beauty Ambassador agrees that all Work shall be deemed a “work made for hire” and that
Ashore Shop shall be deemed the author of the Work for copyright purposes. In the event that any Work
is deemed not to be a work made for hire, Ashore Beauty Ambassador hereby assigns and transfers all
right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not
limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and
extensions thereof) throughout the world, without any restrictions as to use, to Ashore Shop. Ashore
Shop may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign,
transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in
all media now known or hereafter developed (including without limitation in the Social Media Platforms,
or any other social media websites 2 or applications), worldwide, in perpetuity, royalty-free and without
restriction of any kind. Ashore Beauty Ambassador acknowledges the ownership and validity of Ashore
Shop’s copyrights, Ashore Beauty's, trademarks, trade dress and patent rights, whether or not created by 
or contributed to by Ashore Beauty Ambassador.
5. Likeness. Ashore Beauty Ambassador grants to Ashore Shop the worldwide, perpetual, royalty-free,
irrevocable right and permission to photograph, film, videotape, and/or record Ashore Beauty
Ambassador and to display, reproduce, distribute, publish, exhibit and use in any other way Ashore
Beauty Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual
and paraphrased statements, biographical information and any other information or attribute
identifying or otherwise associated with Ashore Beauty Ambassador (collectively, “Likeness”), in whole
or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or
accompanied by other material, including any text, image and/or other creative elements that may be
used in connection with the Likeness, for any purpose whatsoever, including without limitation for the
purpose of publicity, advertising, promotion, and/or other marketing for Ashore Shop, the Work, and
the Products in all media now known or hereafter developed (including without limitation in the Social
Media Platforms and other social media websites or applications).
6. Representations, Warranties and Obligations. Ashore Beauty Ambassador shall not make any
warranties with respect to the Products to any third party. Ashore Beauty Ambassador represents and
warrants that: (i) it will act in a timely manner with a high degree of professionalism and behave in a
legal, ethical and business-like manner, (ii) Ashore Beauty Ambassador will present the Products in a
truthful and sincere manner and will not engage in any activity or action that may damage Ashore
Shop’s reputation or the reputation of its Products, (iii) Ashore Beauty Ambassador’s Likeness and all
Work provided hereunder are new and original to Ashore Beauty Ambassador and do not infringe the
intellectual property rights, privacy rights, or publicity rights of any third party; (iv) Ashore Beauty
Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement
and to grant the rights granted herein; (v) Ashore Beauty Ambassador has complied and will comply
with all applicable laws, rules and regulations in rendering the services to be performed under this
Agreement, including without limitation, any Ashore Shop policies (such as the privacy policy and
trademark usage policy); (vi) Ashore Beauty Ambassador has no commitments or obligations
inconsistent with this Agreement; (vii) the Work will not contain any disparaging, pornographic,
defamatory and/or illegal material. Ashore Beauty Ambassador agrees and understands that during the
term of this Agreement, Ashore Beauty Ambassador shall not provide services to any competitor
without prior written consent from Ashore Shop. Ashore Beauty Ambassador will not promote the
Products through unsolicited or spam emails.
7. Release and Indemnity. Ashore Beauty Ambassador hereby irrevocably and unconditionally releases,
discharges, indemnifies and holds harmless Ashore Shop, its registered trade names and affiliates, and
the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the
“Ashore Shop Parties”), from and against all actions, claims, demands, causes of action, liabilities,
damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind
whatsoever, in law or equity, whether known or unknown, foreseen or unforeseen, arising at any time
out of and/or directly or indirectly relating to the use of the Work and/or Ashore Beauty Ambassador’s
Likeness and/or any breach or alleged breach of any of the terms of this Agreement or breach of any
warranty or representation hereunder.
8. Confidential information. During the term of this Agreement, Ashore Beauty Ambassador will regard
any information provided to it by Ashore Shop as confidential (“Confidential Information”). Ashore
Beauty Ambassador will not disclose Ashore Shop’s Confidential Information to any third party without
the prior written consent of Ashore Shop, nor make use of any of Ashore Shop’s Confidential
Information except in its performance under this Agreement. Information will not be deemed
Confidential Information hereunder if such information is known prior to receipt from Ashore Shop
without any obligation of confidentiality, or becomes publicly known or otherwise publicly available,
except through a breach of this Agreement. Each party accepts responsibility for the actions of its agents
or employees and shall protect the other party’s Confidential Information in the same manner as it
protects its own valuable confidential information, but in no event shall less than reasonable care be
used. Ashore Beauty Ambassador acknowledges that disclosure of any Confidential Information may
give rise to irreparable injury to Ashore Shop, and Ashore Shop may seek and obtain injunctive relief
against the breach or threatened breach of the foregoing undertakings, in addition to any other legal
remedies that may be available.
9. Term and Termination. This Agreement will last for one (1) year (the “Initial Term”), after which such
agreement may be renewed for successive one year terms (each a “Renewal Term”) upon mutual
agreement by the parties. The Initial Term and any Renewal Term(s) shall collectively be referred to as
the “Term”. The Agreement may be terminated only (i) upon 30 days written notice by either party, as a
result of breach of the other party where such breach is not cured during the 30 day notice period; or (ii)
upon 30 days written notice by Ashore Shop, for any reason or no reason. Notwithstanding anything
else in this Agreement to the contrary, the Parties agree that Sections 3-11 shall survive any termination
or expiration of this Agreement.
10. Waiver of Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT LOSS OR
DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITY OR GOODWILL, ARISING OUT OF
THIS AGREEMENT. Ashore Shop’s total, cumulative liability for any and all claims and damages under this
Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the amounts paid
hereunder during the twelve (12) month period immediately preceding the event giving rise to the
claim. 3
11. Miscellaneous. This Agreement supersedes and cancels any previous agreements or understandings,
whether oral, written or implied, heretofore in effect between the Parties and sets forth the entire
agreement between the Parties. No modification or change may be made in this Agreement except in
writing as signed by each Party. This Agreement shall be governed by and construed in accordance the
laws of the State of New York, excluding its conflict of laws provision and including the provisions of the
Uniform Commercial Code as adopted thereby. Neither the 1980 United Nations Convention on
Contracts for the International Sale of Goods nor the United Nations Convention on the Limitation
Period in the International Sale of Goods will apply to this Agreement or any transaction under it. This
Agreement may not be assigned by Ashore Beauty Ambassador without written consent from Ashore
Shop. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
respective legal representatives, successors and permitted assigns. The waiver by either Party of any
right hereunder or the failure to enforce at any time any of the provisions of this Agreement, or any
rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any
breach or failure of performance of the other Party. If, under applicable law or regulation, any provision
of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of
any other material provision(s) of this Agreement (such invalid or unenforceable provision, a “Severed
Clause”), this Agreement shall endure except for the Severed Clause. IN WITNESS WHEREOF, the parties
hereto have executed this Agreement by persons duly authorized as of the Effective Date. Loop Devices,
Inc. Ashore Beauty Ambassador

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