Zooly Ambassador Agreement

This Ambassador Agreement (the “Agreement”) is entered into on the date set forth on the signature page by and between FreeRoyalties, Inc., a company incorporated in Delaware d/b/a Zooly.ai (“Zooly” or “Company”), and the undersigned ambassador (the “Ambassador”).

1. Ambassador Obligations

The Ambassador agrees to use best efforts to refer and onboard Talent, artists, and other partners (collectively, “Referred Talent”) to the Company’s platform at https://zooly.ai/ (the “Platform”).

2. Ambassador Fees

(a) Fee Structure. If Ambassador refers Referred Talent to the Platform, Ambassador will receive ten percent (10%) of Net Revenues that Company actually receives from such Referred Talent’s use of the Platform for a period of two (2) years from the date of referral (the “Fee Term”).

(b) Extended Referrals. During the Fee Term, Ambassador will also earn ten percent (10%) of Net Revenues from other Referred Talent referred by the initial Referred Talent, up to three (3) referral extensions.

(c) Referral Priority. If more than one Ambassador refers the same Referred Talent, only the Ambassador who first submitted the referral to Company, as recorded in Company’s internal systems, shall be entitled to the Ambassador Fee.

(d) Definition of Net Revenues. “Net Revenues” means gross revenues actually received by Company from Referred Talent’s use of the Platform, less refunds, credits, chargebacks, transaction and payment processing fees, and sales or use taxes collected or remitted.

(e) Survival of Fees. Ambassador’s right to fees on validly referred Talent shall survive expiration or termination of this Agreement for the remainder of the Fee Term, provided such Referred Talent continues to generate Net Revenues.

(f) Payment. Ambassador Fees will be calculated monthly and paid on a Net 30 basis.

3. Term and Termination

This Agreement will terminate upon the earlier of (i) expiration of the Fee Term, or (ii) five (5) days’ prior written notice by either Party, or (iii) automatically upon a Change of Control, a Direct Listing, or an Initial Public Offering (“IPO”).

For purposes of this Agreement:
“Change of Control” means a transaction or series of transactions where a person or group acquires more than 50% of the Company’s voting securities, or a merger, consolidation, or disposition of substantially all Company assets.

“Direct Listing” means the Company’s initial listing of its Common Stock on a national securities exchange by means of a Form S-1 registration statement filed with the SEC that registers existing shares for resale.

“Initial Public Offering” means the closing of the Company’s first underwritten public offering of Common Stock under a registration statement filed with the SEC.

Fees earned or accrued prior to termination shall remain payable in accordance with Section 2.

4. Independent Contractor

Ambassador is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Ambassador shall indemnify Company against any claims related to tax or employment status. Ambassador has no authority to bind Company or incur obligations without prior written authorization.

5. Arbitration and Governing Law

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS under its International Arbitration Rules. The arbitration shall be conducted by a single arbitrator in San Francisco, California, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. All claims must be brought on an individual basis. Neither Party shall participate in a class, collective, or representative proceeding.

Costs. Each Party shall bear its own arbitration costs, except that Company shall pay administrative fees in excess of the standard consumer filing fee.

This Agreement shall be governed by the laws of the State of California.

Signatures

Ambassador:

Signature: ________________________
Name: ___________________________

FreeRoyalties, Inc.:

Signature: ________________________
Name: Jonathan Griffit
Title: CEO
Email: jon@freeroyalties.ai