Ambassador Agreement

This Ambassador Agreement (the “Agreement”) is between Bailar, Inc., a Delaware corporation (successor by statutory conversion effective May 4, 2026 to Bailar LLC, a Florida limited liability company) (“Bailar,” “we,” “us,” or “our”) and the individual or single-member business entity who accepts these terms when Bailar offers them an ambassador engagement — for example, through a signed Order or an Ambassador onboarding flow (the “Ambassador,” “you,” or “your”).

This Agreement is a template, and the Bailar Ambassador program is not yet generally available. The specific commission rate, territory, and metrics applicable to your engagement are set out in an Order (defined below) referenced from this Agreement; if no Order is in place, you have not yet been accepted as an Ambassador and this Agreement does not bind either party.

1. RELATIONSHIP

1.1 Independent contractor. The Ambassador is an independent contractor of Bailar. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship. The Ambassador has no authority to bind Bailar to any contract or representation.

1.2 No benefits. The Ambassador is not eligible for any employee benefits, including health insurance, retirement plan, workers’ compensation, unemployment insurance, or paid time off.

1.3 Taxes. The Ambassador is solely responsible for all federal, state, local, and (if applicable) foreign income, self-employment, and other taxes on any commission or payment received under this Agreement. Bailar will issue any required tax form (e.g., U.S. Form 1099-NEC or its successor, or the equivalent in your country) based on payments made through Stripe Connect; you must provide accurate tax-residency and identifying information through Stripe’s onboarding flow.

2. SCOPE OF THE PROGRAM

2.1 What the Ambassador does. The Ambassador will introduce dance studios, instructors, event hosts, and dancers in the Ambassador’s territory to Bailar; help studios complete the Bailar claim and onboarding flow; provide first-line support; and represent Bailar at dance events and meetups as reasonably requested. Each Ambassador’s exact scope is set out in an order or appointment letter incorporated by reference into this Agreement (the “Order”).

2.2 What the Ambassador may not do. The Ambassador may not (a) make representations on behalf of Bailar that go beyond the marketing materials Bailar publishes or expressly approves; (b) sign contracts in Bailar’s name; (c) collect payments on Bailar’s behalf outside the Bailar Stripe Connect rails; (d) misrepresent Bailar’s product, pricing, or roadmap; (e) disparage Bailar, its users, its Studios, or its competitors in connection with Ambassador activity; or (f) use Bailar brand assets in violation of the Trademark Use Policy.

2.3 Non-exclusivity. The Ambassador relationship is non-exclusive on both sides. Bailar may engage other ambassadors in the same territory; the Ambassador may engage with other dance platforms, products, or services that are not in direct competition with Bailar as defined in the Order.

3. COMMISSION AND PAYMENT

3.1 Commission. Subject to the qualifying conditions in this Section, Bailar will pay the Ambassador a commission of US$50.00 (the “Standard Commission”) for each “Qualified Signup”, defined as a Studio that: (a) is in the territory assigned to the Ambassador in the Order; (b) completes the Bailar claim flow and Stripe Connect KYC; (c) upgrades to a paid Pro or Elite subscription (including a Founding Studios subscription once its free trial converts to paid); (d) remains in active paid status for at least sixty (60) consecutive days from the date of the upgrade; and (e) is properly attributed to the Ambassador through the in-product attribution mechanism (referral code, attribution link, or manual administrative attribution by Bailar).

3.2 Clawback. If a Studio cancels its paid subscription, charges back the subscription, or has its account suspended for cause within ninety (90) days of the Ambassador’s qualifying date, Bailar may reverse the corresponding commission by debiting it from the Ambassador’s next payout or, where no next payout is available, by invoicing the Ambassador for repayment.

3.3 Payment cadence. Commissions are paid monthly through Stripe Connect to the Ambassador’s connected account, in arrears, after applying clawbacks under Section 3.2. The Ambassador must complete Stripe Connect onboarding before any commission can be paid.

3.4 Updates. Bailar may update the Standard Commission, the Qualified Signup definition, or the payment cadence on at least thirty (30) days’ notice. Commissions earned before the effective date of any change continue to be paid under the prior terms.

4. MARKETING DISCLOSURES (FTC ENDORSEMENT GUIDES AND EQUIVALENTS)

4.1 The Ambassador will clearly and conspicuously disclose the Ambassador’s material connection to Bailar in any post, video, story, livestream, podcast, email, or other communication endorsing Bailar, in compliance with the U.S. Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255) and any equivalent foreign rules (including ASA / CMA rules in the United Kingdom, the ASCI (Advertising Standards Council of India) Code in India, and CONAR in Brazil) that apply to the Ambassador’s audience.

4.2 Acceptable disclosures include “Bailar Ambassador”, “Paid partner of Bailar”, “Affiliated with Bailar”, or the in-platform disclosure tags provided by Instagram, TikTok, YouTube, Threads, and similar platforms. Hashtags like “#ad”, “#sponsored”, or “#partner” may supplement but not replace the “Bailar Ambassador” or equivalent disclosure.

4.3 The Ambassador will not make false, deceptive, or misleading statements about Bailar, its features, pricing, or roadmap, and will not omit material information that would make the Ambassador’s representations misleading.

5. CONFIDENTIALITY

The Ambassador may receive non-public information from Bailar (prospect lists, internal roadmaps, pricing experiments, commercial terms). The Ambassador will keep such information confidential, will use it only for performance under this Agreement, and will return or destroy it on Bailar’s request or on termination. This Section 5 survives termination for three (3) years; trade secrets are protected for so long as they remain trade secrets.

6. INTELLECTUAL PROPERTY

6.1 Bailar IP. Bailar retains all right, title, and interest in the Bailar Marks, the Bailar website, the Bailar mobile application, and all other Bailar intellectual property. The Ambassador receives a limited, revocable, non-exclusive, non-transferable license to use Bailar marketing assets and the Bailar Marks for the purposes of this Agreement, subject to the Trademark Use Policy.

6.2 Ambassador-created collateral. Original photos, videos, copy, and other materials the Ambassador creates and submits to Bailar for Bailar’s use (or that the Ambassador posts publicly identifying the Ambassador as a Bailar Ambassador) are licensed to Bailar on a worldwide, non-exclusive, royalty-free, sub-licensable basis for the operational purposes described in Section 4.4 of the Terms of Service (as narrowed by Section 4.4.1 of the Terms of Service). The Ambassador retains ownership of the underlying work.

6.3 Personal IP. Nothing in this Agreement assigns the Ambassador’s pre-existing personal intellectual property to Bailar.

7. REPRESENTATIONS AND COMPLIANCE

The Ambassador represents and warrants that: (a) the Ambassador is at least eighteen (18) years of age and has full legal capacity to enter into this Agreement; (b) the Ambassador will comply with all applicable laws (including consumer-protection law, anti-spam law, FTC Endorsement Guides, and tax law); (c) the Ambassador is not on the U.S. Treasury OFAC SDN list and is not located in a comprehensively-sanctioned jurisdiction; (d) the Ambassador has not been convicted of fraud, embezzlement, or any offence involving children, and is not the subject of an active law-enforcement investigation that would materially impair the Ambassador’s ability to perform; and (e) the Ambassador will not use any messaging, contact list, or platform feature in violation of the TCPA, CAN-SPAM, CASL, GDPR, or equivalent law.

8. INDEMNIFICATION

The Ambassador will defend, indemnify, and hold harmless Bailar from any claim, liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) arising from: (a) the Ambassador’s breach of this Agreement; (b) the Ambassador’s misrepresentation of Bailar or its products; (c) the Ambassador’s violation of applicable law (including the FTC Endorsement Guides); (d) the Ambassador’s violation of third-party rights; or (e) Ambassador-created content that infringes intellectual property or privacy rights.

9. TERM AND TERMINATION

9.1 The Agreement begins on the date the Ambassador accepts it and continues until terminated.

9.2 Either party may terminate this Agreement at any time, for any reason or no reason, on at least seven (7) days’ notice (or immediately for cause, including material breach).

9.3 On termination: (a) the Ambassador will stop using the Bailar Marks and remove any “Bailar Ambassador” identifiers from social-media bios and signature lines within seven (7) days; (b) the Ambassador will return or destroy confidential information; (c) commissions earned before termination but not yet paid will be paid on the next regular payment cycle, subject to the clawback in Section 3.2; and (d) the parties’ obligations under Sections 1.3 (Taxes), 3.2 (Clawback), 5 (Confidentiality), 6 (Intellectual Property), 7 (Representations), 8 (Indemnification), 10 (Limitation of Liability), 11 (Disputes), and 12 (General) survive termination.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAILAR’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE COMMISSION PAID OR PAYABLE TO THE AMBASSADOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) FIVE HUNDRED U.S. DOLLARS ($500). IN NO EVENT WILL BAILAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

11. DISPUTES

Disputes arising from this Agreement are resolved under the dispute-resolution and arbitration provisions of Section 22 of the Terms of Service (which govern the applicable arbitration rules, arbitration provider, and venue, including any mass-arbitration, opt-out, and carve-out terms stated there), and are governed by the law specified in Section 23 of the Terms of Service.

12. GENERAL

12.1 Entire agreement. This Agreement, the Order, and the documents incorporated by reference (Terms of Service, Privacy Policy, Community Guidelines, Child Safety Standards, Trademark Use Policy, and Refund & Cancellation Policy) constitute the entire agreement between the parties.

12.2 No assignment. The Ambassador may not assign or transfer this Agreement without Bailar’s prior written consent.

12.3 Severability and notices. If any provision is held invalid, the remaining provisions continue in full force. Notices to Bailar must be sent to [email protected]; notices to the Ambassador may be sent to the email on the Ambassador’s Stripe Connect account.

CONTACT

Bailar, Inc.
Attn: Ambassador Program
401 Ocean Dr, Suite 404
Miami Beach, FL 33139
United States
[email protected]