Npidia Ambassador Terms and Agreement

This Ambassador Agreement ("Agreement") is effective as of the DATE YOU SIGNED UP TO BECOME AN NPIDIA Ambassador, by and between Npidia located at 636 Hoes Lane West, Piscataway, NJ 08854 ("Npidia") and THE INDIVIDUAL SIGNING UP TO BE AN NPIDIA AMBASSADOR ("Ambassador"). 

WHEREAS, Npidia is a business consulting services agency, providing: web development, google ads, video marketing, social media marketing, logo & branding, search engine optimization, email management, business development, payment solutions, other merchant services and related goods (the “Npidia Services”) to merchants; 

WHEREAS, Ambassador has relationships with potential customers that they can market and share Npidia products and services to useful in their business; and 

WHEREAS, Npidia desires to expand its market share by engaging Ambassadors to promote the sale of the Npidia Services. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 

1. Appointment and Scope of Engagement 

Npidia engages Ambassador, and Ambassador accepts such engagement, to serve as an official Ambassador for the purpose of promoting and marketing Npidia’s services to potential customers ("Leads"). The Ambassador's role is to identify, introduce, and refer prospective clients or merchants ("Business Leads") to purchasing Npidia services. 

2. Referral Compensation 

For each successful Lead referred by Ambassador that results in the purchase of Npidia Services, Ambassador will be entitled to a referral compensation equal to 10% of the Gross Profit derived from the referred transaction. "Gross Profit" refers to all fees for the Npidia Services collected and retained by Npidia from the Leads, less any losses, chargebacks, and costs incurred in providing the Npidia Services to the Leads. 

Npidia will pay the referral compensation ("Residuals") to Ambassador within the month following the month in which Npidia receives the corresponding fees from the Leads. The Ambassador acknowledges that Residuals will be paid only when Npidia has received its corresponding amounts due from the Leads. 

3. Independent Contractor Relationship 

The parties acknowledge and agree that the relationship between Npidia and Ambassador is that of independent contractors. Ambassador, its employees, agents, consultants, or contractors are not agents, employees, partners, or joint ventures of Npidia and do not have authority to bind Npidia by contract or otherwise. 

4. Confidentiality 

During the course of this engagement, the Ambassador may encounter sensitive and confidential information about Npidia, its clients, partners, and business operations. The Ambassador agrees to maintain strict confidentiality and not disclose or use any confidential information for personal gain or any purpose other than fulfilling the duties outlined in this Agreement. 

5. Term and Termination 

The initial term of this Agreement shall be three (3) years from the effective date stated above. This Agreement will automatically renew for additional one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term. 

Npidia reserves the right to terminate this Agreement in the event of a material breach by Ambassador. Ambassador's entitlement to Residuals shall continue only if there is no material breach of this Agreement. 

6. Indemnification 

Ambassador agrees to compensate for, defend, and hold harmless Npidia and its employees from any loss, liability, damage, penalty, or expense arising from Ambassador's negligence, fraudulent conduct, or actions outside the scope of this Agreement. 

7. Non-Solicitation of Leads 

During the term of this Agreement and for five (5) years after any termination, cancellation, or expiration of this Agreement, Ambassador shall not entice Leads away from Npidia Services, nor solicit Leads to terminate their participation in any of the Npidia Services without Npidia's prior written consent. 

8. Successors and Changes 

This Agreement will apply to and benefit both parties and anyone they allow to take their place in the future. The Ambassador cannot transfer this Agreement to someone else without getting written permission from Npidia. However, Npidia can transfer this Agreement to another party without needing the Ambassador’s permission. 

This Agreement contains all important matters that the parties have agreed upon and talked about regarding the subject of this Agreement. No changes to this Agreement or giving up rights in it will be valid unless both parties agree and write it down. 


9. Governing Law and Entire Agreement 

This Agreement shall be governed by and construed in accordance with the laws of New Jersey, without regard to its choice of law principles. Any legal actions related to this Agreement shall be brought in federal or state courts in New Jersey. 

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, promises, arrangements, or understandings. 

10. Disclaimer and Limitation of Liability 

Npidia disclaims all warranties, express or implied, regarding the Npidia Services. Npidia shall not be liable for any indirect, consequential, exemplary, or incidental damages arising from this Agreement. 

11. Miscellaneous 

The failure of either party to object to or act against any violation of this Agreement shall not waive the right to enforce this Agreement in the future. If any part of this Agreement is deemed illegal or invalid, the remaining parts shall remain valid. This Agreement may be executed in multiple counterparts, such as a fax copy, each of which shall be deemed an original. 

IN WITNESS WHEREOF, the parties have executed this Ambassador Agreement as of the date and year first written above.