Ding Ambassador Agreement

1. Parties

Ezetop Unlimited Company t/a Ding, a company incorporated in Ireland and having its registered office at 3 Shelbourne Buildings, Crampton Avenue, Shelbourne Road, Ballsbridge, Dublin 4, DO4C2Y6, Ireland, with company number 422514 and VAT number 9576713i ("Ding"); and

You, the Ambassador ("You" or "Ambassador").

2. Term

This Agreement is effective from the date You check the acceptance box ("Start Date") and ends when the Services (defined at 3(a) below) have been provided by You.

Ding and You may agree in writing (including by email or messaging app) to extend this Agreement for a further period if Ding asks You to provide additional services.

3. Services

a) In consideration of the Fees (defined at 4 below), You agree to create and post content on your social media channels promoting Ding and its products in accordance with the scope and time frames agreed with Ding (“Services”).

b) You agree to provide the Services in good faith, with due skill and care and in compliance with any brand guidelines given to you by Ding (either in writing or otherwise).

c) You agree to follow the instructions, artwork, hashtags and links provided by Ding to create and publish any posts.

d) You must also ensure that all posts (i) are socially responsible (e.g. are honest and truthful and are not obscene or offensive); (ii) do not include any type of political content; (iii) do not damage Ding’s or any supplier’s brand or reputation; and (iv) comply with the rules of the relevant social media platforms.

e) Content must be original and of high quality and You must share all content and posts with Ding for review and approval prior to posting or publishing.

f) If reasonably asked to do so by Ding, you must edit and/or immediately take down any post.

g) You must not provide the same or similar services to a competitor of Ding during the term of this Agreement and for a period of one (1) month after the end date of this Agreement without the written consent of Ding.

h) You must comply with all applicable laws including any relevant local consumer protection and advertising laws, in carrying out the Services and must declare any marketing communications and paid partnerships as such if required under applicable laws.

i) You affirm that you are not listed on any sanctions list.

4. Fees

Ding will pay You the fees, and on the days, that You and Ding have agreed in writing (including by email or messaging app) (“Fees”). You must provide Ding will a valid invoice before payment can be made. You will be responsible for your own tax affairs and for making filings and the payment of all or any taxes as required by applicable law.

5.Termination

a) You or Ding may terminate this Agreement at any time by providing 7 days written notice (by email) to the other party.

b) You or Ding may terminate this Agreement immediately by giving notice in writing (by email) to the other party if the other party commits a material breach of this Agreement.

6. Confidentiality

Ambassador must not either directly or indirectly, use for its personal benefit or disclose to any third party, the terms of this Agreement or any information that is confidential and proprietary to Ding, without the express written consent of Ding. This provision will continue to be effective after the Services have been provided by Ambassador to Ding and after the end date of this Agreement.

7. Intellectual Property

You shall protect Ding’s and any supplier/operator’s trademarks and trade name and shall not use them or permit others to use them in a disparaging or fraudulent manner.

Except for Ding’s or any third party’s trademarks and other Ding or third party intellectual property rights, You will own the intellectual property rights in the content and posts created as part of the Services and You grant to Ding an irrevocable, royalty-free, transferable, worldwide license to use such content and posts for marketing and advertising purposes (including for paid ads on social media and to share and display the content on Ding’s own website and its social media channels). This license shall continue after the end date of this Agreement.

8. General

a) Ding’s maximum aggregate liability to Ambassador or any third party, other than the obligation to pay fees for the Services, arising out of, under or in connection with this Agreement whether in contract, tort or otherwise (including liability for negligence or breach of statutory duty), is limited to the amount of fees payable to Ambassador pursuant to this Agreement. This provision shall survive termination or expiration of the Agreement.

b) Both parties agree that Ambassador is an independent contractor and is not an agent, partner or an employee of Ding.

c) This Agreement is governed by and construed in accordance with the laws of Ireland. The courts of Ireland have non-exclusive jurisdiction to hear and settle any disputes, which may arise out of or in connection with this Agreement.