AMBASSADOR PROGRAM TERMS & CONDITIONS

The following terms and conditions (the "Agreement") set out the legally binding terms of your participation in the Inery Ambassador program (the "Program"). The Program is owned and operated, and Inery Ambassadors are selected, by Inery Pte. Ltd. By registering to the portal, completing the application process and participating in the Program, you (“you” or the “Ambassador”) agree to the terms and conditions contained herein and other rules that may be published on the www.inery.io website (the "Site") by Inery. If you do not agree to or understand this Agreement, do not register, apply to or participate in the Program.

OVERVIEW

You certify to Inery that if you are an individual, you are at least 18 years of age. You also certify that you are legally permitted to participate in the Program in your jurisdiction and that you take full responsibility for the selection and use of the Program. This Agreement is void where it is prohibited by law, and the right to access the Program is deemed revoked in such jurisdictions. You understand and agree that the arrangement is not deemed to create an employment, partnership, or joint venture between Inery and the Ambassador. As an Ambassador you are expected to act with honesty, fairness and adhere to all applicable laws.

By participating in the Program you also agree that you are not the target of trade, financial, and economic sanctions, and that you do not appear on a sanctions-related list, including lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the European Union, or His Majesty’s Treasury of the United Kingdom. You agree that you will not promote Inery in and/or to the customers from countries or territories that are the target of comprehensive embargoes or sanctions or parties on the sanctions-related lists referenced above.

1. DEFINITIONS AND INTERPRETATION

1.1. Inery is a technology Inery building a Decentralized Data Management Solution based on Blockchain Technology (“Inery Blockchain” or “Protocol”). Inery database (“IneryDB”) aims to integrate blockchain functionalities with distributed database management properties and will allow developers and enterprises to securely store, access, manage and deliver data on a decentralized infrastructure supporting various industries. (“Inery Project”)

1.2. Ambassador refers to a Blockchain technology enthusiast who likes the technology and solution underlying Inery Project and is also willing to spread awareness about the Project by creating promotional content and posting the same on his/her social media network in accordance with the terms mentioned herein.

1.2.1. Support Ambassador refers to a social media user who is willing to support and amplify the promotional content by way of engaging with the content in the form of Like, Retweet, Repost, Repost with Comments, Comments under the post and using hashtag and links etc. Both Ambassador and Support Ambassador are hereinafter referred and understood as Ambassadors unless the context otherwise requires.

1.3. INR Token refers to the native token of Inery Blockchain to be deployed on mainnet launch of the project. INR is intended to have functions of Governance, Validation, Access etc. INR Token is necessary to secure and power the decentralized data network.

1.4. Promotional Content refers to promotional activities comprising of written, audio and video content created and posted by the Ambassador in his/her social media network, in relation to Inery Project’s technology, utility, events, Campaigns, statistics, news etc., as per the terms mentioned herein.

2. AMBASSADOR PROGRAM RULES

2.1. Inery selects Ambassadors on a non-exclusive basis and ambassador accepts the appointment to be an ambassador and agrees to abide by the terms mentioned herein. Inery has discretion to select or reject the application for ambassador program.

2.2. Ambassadors are considered selected when they pass the selection process with Inery determining their deliverables. These terms and conditions are applicable on all the selected ambassadors.

2.3. Ambassador Program has various available options such as – Instagram, Twitter, LinkedIn, Reddit, TikTok, YouTube and Support Ambassador, having a separate list of deliverables and offering different set of reward. Ambassador programs have different tier/ levels based on the number of followers and their activity.

2.4. Ambassadors shall have access to the website dashboard where they shall submit the relevant links regarding promotional activities done by them for Inery. Inery shall have discretion to promote ambassadors to a higher tier/ level, when applicable in a program, based on their performance, including the growth of their social media accounts.

2.5. Ambassadors are not expected to engage in undesired promotional activities such as shilling, lazy retweets, pointless threads, auto-generated videos with AI voiceovers, AMAs in inactive communities. Such activities shall not be eligible for token rewards.

2.6. If an ambassador submits undesired activities thrice, they may lose their ambassador status as well as all of their earnings for the month in which they were removed from the program. Ambassadors using shillers, bots, and fake accounts will be immediately removed from the ambassador program.

2.7. All social media profiles of an ambassador must be public, especially the profile sections where team Inery can check the number of followers, views, and comments.

2.8. Ambassadors shall not involve in hate speech, political, racial, religious, gender-aggressive, or sexual content on their profiles.

2.9. Ambassadors shall use assigned tracking links for all shared materials. Ambassadors must use GTM tags as and when provided by the Inery team.

2.10. Activity rule shall prevail which means that in order to remain in the program, each ambassador must deliver at least ⅓ of maximal deliverables each month.

2.11. Ambassador shall tag Inery’s official account in every post on every platform.

2.12. Ambassador shall not have a right to assume or create any obligation of any kind, either expressed or implied, on Inery’s behalf, except as expressly authorized under the present terms.

2.13. Ambassador shall be solely responsible for all investments made and expenses incurred in connection with the promotional activities. Ambassador shall have no right to assign/delegate the performance of his/her obligations under the present Agreement to any third-party including employees/ associates of the Ambassador, any such assignment or delegation made by the Ambassador shall be considered as violation.

3. APPLICATION PROCESS AND ACCOUNT

In order to enjoy the benefits of the Program, you must register on the platform at our Ambassador Program landing page by filling out a registration form. After successful registration, you can login to the Platform and apply to become an Inery ambassador in one Program from various available options such as – Instagram, Twitter, LinkedIn, Reddit, TikTok, YouTube. Applying for a program will involve accepting the rules and criteria and submission of the Application form for that Program. After you have submitted the Application, Inery will review and decide on your application based on your eligibility for the Program and the level/ tier for which you meet the criteria. You become Inery Ambassador on getting approved. When Inery team has a specific task for you, it will contact you to discuss the scope of work and the cost involved.

4. AMBASSADOR'S DUTIES AND OBLIGATIONS

4.1. Ambassador will perform promotional activities in connection with the Inery Project and is also contemplated to engage with the Project’s official social media posts in accordance with the program rules and criteria he/ she is approved for. Ambassador will create and post the content in relation to Inery’s technology, overall development in the Inery ecosystem, events and awards, Partnerships and other news with a view to increase the community around Inery project and awareness about brand Inery. Ambassador shall post the content using the relevant social tags provided by Inery team.

4.2. Ambassador agrees to engage in the best and commercially reasonable efforts to provide the services to Inery in accordance with the terms of this Agreement. Ambassador further agrees to provide the services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in in-person events, promotional social media and various marketing campaigns of equivalent value and for similar activities.

4.3. The portal shall have information on the earnings of the Ambassador and Support Ambassador in terms of INR tokens. Ambassador shall be able to raise the withdrawal request from the portal. Ambassadors shall be allowed to withdraw their total earnings (program reward) at the end of each month. Subsequent withdrawal shall be allowed only after passing of 30 days from the previous withdrawal. In case of an Ambassador leaving the program, his/ her earnings shall be transferred in the same manner.

4.4. Ambassador further grants to Inery the irrevocable right and permission to film, videotape, photograph and/or otherwise record Ambassador and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Ambassador’s image, likeness, signature, voice, photograph, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with 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, in any manner and without restriction of any kind, worldwide, in perpetuity and royalty-free, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Inery and/or the Program, in all media now known or hereafter developed (including without limitation in social media).

4.5. Ambassador hereby irrevocably waives any and all right to inspect and/or approve Inery’s use of the Work and/or Ambassador’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or Ambassador’s Likeness.

4.6. Ambassador must achieve and maintain, at its own expense, a level of knowledge and competency with respect to the Inery technology and use-cases sufficient to enable Ambassador to perform its obligations under this Agreement, including without limitation the ability to independently use, share and conduct demonstrations of the Inery technology within one month from the Effective Date.

4.7. Ambassador agrees to create original content that is honest and factual. The approval from the Inery may be required prior to the Ambassador uploading or publishing the content. The approved content shall be shared by the Ambassador to their agreed upon social media accounts.

4.8. The Inery may request the Ambassador to incorporate hashtags, links, titles, or other relevant information of the media and content being uploaded or published. The Content must be in compliance with the terms and conditions of the respective social media platform.

4.9 Ambassador acknowledges and agrees that he/she shall be rewarded in terms of INR token for the performance of promotional activities as per the terms and conditions of this Agreement.

4.10. Ambassador agrees to allow the Inery’s owned Social Media channels (Facebook, Twitter, Instagram, YouTube, etc.) and other digital platforms (Digital Ad banners, Media Buying Partners, etc.) to share all promotional content created under this Agreement with no geographic or time restrictions.

4.11. Ambassador agrees to be added to Inery communications groups created by Inery on Whatsapp, Telegram or any other communication channel.

4.12. Ambassador shall create and post only original content under this Agreement such that the content shall not violate any third party’s intellectual property rights. The content so created should be engaging enough to generate views and likes.

4.13. Ambassador shall immediately notify the Company if there is any change in the Name, email, address, wallet address which the Ambassador has provided for the purpose of this Agreement. Inery shall not be liable for any loss due to change in the credentials and wallet address of the Ambassador. Any communication to Inery under this Agreement shall be sent to [email protected]

5. RESTRICTIONS ON AMBASSADORS

5.1. Ambassadors must not engage in the following activities:

• Incur any liability on behalf of Inery, or in any way pledge Inery’s credit or accept any order or make any Agreement binding on Inery.
• Make any promise or representation, or give any warranty or guarantee, on behalf of Inery or in relation to the Inery’s project timeline or technology.
• Promote or otherwise spread awareness, directly or indirectly, about any product or service that are similar to and compete with the Inery’s Product and service or otherwise negatively impact Inery’s business or revenues.
• Call himself/ herself the authorized representative of the Inery.

5.2. Ambassadors shall not create and post any content which is not in the interest of the Inery’s prospects or otherwise not aligned with the vision of the Inery. Ambassador may be disqualified from the Ambassador Program if the content refers to, encourage or include:

• X-rated and promote sexually explicit materials.
• Promoting violence and discord.
• Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Promoting illegal or questionable activities.
• Violating intellectual property rights of any third party.
• Religious or Political content.
• Graphic content or the content outraging language.
• Social, racial, or gender stereotypes in a way that could cause offense.
• Addictive behaviors such as alcoholism, smoking, drugs, etc.
• Anti-social behaviors.

5.3. The Inery in no way participates in mass unsolicited e-mailing (i.e. spamming), and all Ambassadors are expected to adhere to this policy. Violation of this policy will result in the disqualification from the Ambassador program with no due compensation.

5.4. Ambassadors must not create, publish, distribute, or permit any written material (e.g., press releases, marketing material (Physical or Electronic) that makes reference to the Inery or the Brand without first submitting such material to the Inery and receiving prior written consent, which may be withheld, delayed or conditioned in the Inery’s sole discretion.

6. REPRESENTATIONS AND WARRANTIES

6.1. Of Inery: Inery represents and warrants to Ambassador as follows: (i) Inery owns or possesses the necessary rights, title, and licenses necessary to perform its obligations hereunder; (ii) Inery has the right to enter into this Agreement and to perform its obligations hereunder; and (iii) Inery will perform all of its obligations in a professional manner.

6.2. Of Ambassadors: Ambassador represents and warrants to Inery as follows: (i) Ambassador owns or possesses the necessary rights, title, and licenses necessary to perform its obligations hereunder; (ii) Ambassador has the genuine and organic followers/ engagement on his/her social media channels and/or traffic on his/her website and no activity on the same is inorganic or fake; (iii) Ambassador has the right to enter into the present terms and to perform its obligations hereunder; (iv) Ambassador agrees that he/she is not a representative of the Inery and shall only make such claims as to quality, capacity, performance, and related matters with respect to the Inery’s Project as are true and accurate; (v) the use of the Work and/or Ambassador’s Likeness does not and will not violate the rights of any third party, including without limitation, any Agreement, copyright, trademark, or rights of privacy or publicity of any third-party; (vi) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vii) Ambassador will perform the services in a timely, professional manner.

7. INDEMNITY

Ambassadors shall defend, indemnify, and hold harmless Inery and its officers, directors, employees, shareholders, agents, successor, and assigns from and against any and all loss, damage, settlement, costs, or expense (including legal expenses) incurred [even if such claims are groundless, fraudulent or false], resulting from, or arising out of, are based on or connected with (i) any breach or alleged breach of the warranty, covenant or agreement made by Ambassador herein, including claims for unsolicited email (spamming) or other violations of rights of privacy or activities of the Ambassador's channels or website, (ii) any actual or alleged infringement by the Ambassador of any intellectual property rights or other rights of any person or entity, (iii) any claim relating to Ambassador’s performance and/or breach of this Agreement.

8. CONFIDENTIALITY

8.1. Confidential Information: Both parties will use the other’s Confidential Information only as necessary to fulfill its obligations under this Agreement. Both parties will promptly notify the other party of any unauthorized use or disclosure of the other party’s Confidential Information and will assist the other party in every reasonable way to retrieve any Confidential Information that was improperly used or disclosed and will use its best efforts to mitigate the harm caused by the improper use or disclosure. Ambassador shall neither disclose to any third party nor use personally in any unauthorized manner (like insider trading) any crucial information (like new listing of Token) which may result gain to himself/herself or any third party.

8.2. Exceptions: Both parties’ obligations under Section 8.1 will not apply to information that the other party can document (i) was publicly available at the time it was disclosed or has become publicly available through no fault of the recipient; (ii) was known to the recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the other party; (iv) was independently developed by the recipient without any use of the Confidential Information; or (v) becomes known to the recipient, without restriction, from a source other than the other party without breach of this Agreement and otherwise not in violation of the other party’s rights.

9. TERM AND TERMINATION

9.1. Term: The term of this Agreement will commence on the date of acceptance of this Agreement by Ambassador and will continue until terminated by either party as provided herein (the “Term”).

9.2. Termination: Either party may terminate this Agreement by giving written notice to the other party. In case of termination, Ambassador will be entitled to his/ her earnings till the date of termination and balance if any shall not be payable to the Ambassador. The Ambassador shall return or delete any and all copies of the Confidential Information or other proprietary information provided by the Company to Ambassador, and all of Ambassador’s rights hereunder shall immediately terminate.

9.3. Effect of Termination: Upon termination of this Agreement for any reason, (i) all licenses and rights to use the Company’s technology or trade secrets provided hereunder shall immediately terminate; (ii) Ambassador shall immediately cease use of the Company’s logos, names, designations, and/or marks; (iii) Ambassador shall immediately return to the Company or, at Company’s option, destroy the Confidential Information and all copies thereof and (iv) all amounts paid under this Agreement to Ambassador shall be final.

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of Singapore without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in Singapore for resolution of any dispute under this Agreement.

11. MODIFICATIONS

This Agreement may be modified at any time at the sole discretion of Inery. Any modifications shall be effective upon posting on the Site, and it is the responsibility of the Ambassador to review the Agreement for any changes. Continued participation in the Program after any modifications shall constitute consent to such modifications.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement may not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

12. TERM AND TERMINATION

12.1. Term: This Agreement shall remain valid until it is terminated by/in respect of a specific ambassador.

12.2. Termination: Either Party may terminate this Agreement if the other Party commits a material breach of any of the terms and conditions set out herein provided that where such breach is curable, the breaching party does not rectify the breach within 10 days from the receipt of notice.

12.3. Immediate Termination: Inery may terminate this Agreement with immediate effect in the following cases:

• If the Ambassador submits low-quality coverage reports thrice.
• If the Ambassador is found using shillers, bots, and fake accounts.
• If the Ambassador disparages the image of the Inery Project or otherwise brings disrepute to the brand Inery.
• In any other case where it is not against the interest of the Inery Project to continue with the Agreement.

12.4. Ambassador’s Duties on Termination: Upon expiration or termination of this Agreement, the Ambassador must comply with the following:

• Ambassador will cease acting as Inery’s Ambassador and will cease any promotional activities for the Inery.
• Ambassador will cease all use of any property, documents, materials, and information provided under, created for, or otherwise related to this Agreement, including the Inery Product, advertising and promotional materials, Inery’s Confidential Information, and Inery’s Trademarks and other Intellectual Property.
• Ambassador will return or destroy, at Inery’s option, all property, documents, materials, and information provided under, created for, or otherwise related to this Agreement, including the Inery Products, advertising and promotional materials, Inery’s Confidential Information, and Inery’s Trademarks and other Intellectual Property, and will promptly certify that all such property, documents, materials, and information have been returned or destroyed.

13. MISCELLANEOUS

13.1. Assignability: The Ambassador shall not be allowed to assign this Agreement or the rights and obligations thereunder to any third Party.

13.2. Force Majeure: Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to a cause beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other act of God).

13.3. Modification: No modification of this Agreement shall be made unless in writing, signed by both Parties.

13.4. Severability: If any term, clause, or provision hereof is held invalid or unenforceable, all other terms will remain in full force and effect.

13.5. Governing Law and Jurisdiction: This Agreement shall be governed as per the laws of Singapore, and courts in Singapore shall have jurisdiction over all matters arising out of these terms. However, in case of any dispute, we strongly encourage you to first contact us directly to seek a resolution.

13.6. Entire Agreement: These terms and conditions constitute the entire understanding of the Parties and revoke and supersede all prior written or oral Agreements between the Inery and you, if any, and is intended as a final expression of their Agreement.