PLEASE READ THIS AMBASSADOR PROGRAM AGREEMENT CAREFULLY.

This Marketing Ambassador Program Agreement (the “Agreement”) is a contract between you (the “Ambassador”) and MinuteSkill Inc., doing business as (d/b/a) OneCliq (“we”, “us”, “our”, and “OneCliq”) and applies to your participation in our marketing Ambassador program (the “Ambassador Program”).

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1. Definitions

“Tier-1 Ambassador” means the primary Ambassador who directly refers a customer to OneCliq using their Ambassador Link or Ambassador Promo Code.

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“Tier-2 Ambassador” (or "Sub-Ambassador") refers to an individual or entity that signs up for the Ambassador Program using the referral of a Tier-1 Ambassador. Any sales or commissions generated by the Tier-2 Ambassador can lead to commissions for the Tier-1 Ambassador based on the multi-level marketing commission structure.

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“Ambassador Lead” means a customer prospect who (i) has no pre-existing business relationship with OneCliq and (ii) clicks on the Ambassador Link or uses the Ambassador Promo Code that we have made available to you via the Ambassador Tool.

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“Ambassador Link” means the unique tracking link you place on your site or promote through other channels.

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“Ambassador Policies” means the policies applicable to Ambassadors which we may make available to you from time to time.

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“Ambassador Promo Code” means a unique code assigned to you, which can be shared with potential customers. When used during purchase, it tracks referrals and ensures you receive the appropriate commission for sales or sign-ups attributed to your code.

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“Ambassador Tool” means FirstPromoter or another similar tool that we make available to you upon your acceptance into the Ambassador Program and for you to use to participate in the Ambassador Program.

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“Commission” means an amount, typically equal to twenty percent (20%) but subject to change as detailed in this Agreement or Ambassador Policies, of the subscription price of the Commissionable Plan purchased by a Customer.

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“Commissionable Plan” refers to OneCliq's base subscription plans, excluding any enterprise or custom plans.

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“Customer” means the authorized actual user of the OneCliq Products who has purchased or signed up for a Commissionable Plan after being an Ambassador Lead.

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“Customer Transactions” means those transactions by Ambassador Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. These may include Customer purchases or sign-ups, as further detailed in the Ambassador Tool.

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“Customer Data” means all information that a Customer submits or collects via the OneCliq Products and all materials that the Customer provides or posts, uploads, inputs, or submits for public display through the OneCliq Products.

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“Enterprise or Custom Plans” refers to specialized subscription plans tailored for specific customer needs, and which are not standard offerings available for general sign-up.

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“OneCliq Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

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“OneCliq Products” includes our Intelligent Assistant for content creation, Video Editing, Copywriting Assistant, and any other related services or products we offer.

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“Override Commission” refers to the commission earned by the Tier-1 Ambassador based on the sales generated by their Tier-2 Ambassador. This commission is independent of and in addition to the commission earned by the Tier-2 Ambassador.

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“Program Policies Page” means the landing page on our website (LINK) where we provide all up-to-date guidelines and policies for the Ambassador Program.

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“Subscription Service” refers to our Intelligent Assistant for content creation, available via https://onecliq.io/ or another designated URL, and any add-on products to our software. This service does not include any third-party products or services.

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“You” and “Ambassador” refer to the party, other than OneCliq, entering into this Agreement and participating in the Ambassador Program.

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2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

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3. Ambassador Acceptance

To become an Ambassador with OneCliq, simply sign up directly via https://onecliq.firstpromoter.com/. Upon signing up and agreeing to the terms, you will immediately be enrolled in the Ambassador Program.

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If you are accepted to participate in the Ambassador Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. 

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You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies listed on Appendix A.

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4. Commission and Payments

a. Ambassador Program Structure: As a Tier-1 Ambassador, you will earn a Commission for each new Customer you directly refer, for as long as the Customer remains subscribed to a Commissionable Plan.

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Additionally, if you, as a Tier-1 Ambassador, refer someone who becomes a Tier-2 Ambassador, you will earn an Override Commission based on the sales generated by that Tier-2 Ambassador.

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b. Commission Calculation: The Commission is calculated as a percentage (as defined in this Agreement) of the transaction amount that the Customer pays. If a Customer upgrades, downgrades, or applies a promo code that alters the subscription price, your Commission will adjust accordingly to reflect the new transaction amount.

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c. Eligibility: To qualify for a Commission:

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1. The Ambassador Lead must be valid as per the ‘Acceptance and Validity’ section.
2. A Customer Transaction must have occurred.
3. The Customer must remain a subscriber during any applicable locking period specified in the Ambassador Tool or Program Policies.

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You are not eligible to earn Commission based on transactions for any custom or non-standard products or services we may offer. Furthermore, you won't be eligible for Commission if:

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1. Such compensation is restricted by any legal jurisdiction.
2. The Customer has objections to such compensation or excludes it from payments to us.
3. The Customer pays such commissions or referral fees directly to you.
4. The Commission payment has been obtained by fraudulent means, misuse of the Ambassador Link or Promo Code, in violation of any Ambassador Policies, misuse of the Ambassador Tool, or any other activity we deem to breach the spirit of the Ambassador Program.

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In scenarios where multiple Ambassadors refer the same potential customer, the latest Ambassador Link or Promo Code used by the Customer will determine which Ambassador earns the commission. We reserve the right to halt Commission payments should any of the eligibility criteria mentioned here not be met.

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d. Acceptance and Validity: You will be eligible for a Commission payment for any Customer Transactions that result from Ambassador Leads who either click your Ambassador Link or use your Ambassador Promo Code. For validity:

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1. The Ambassador Lead must be a new potential customer to OneCliq.
2. At the time of submission or within the past sixty (60) days, the Lead should not be a pre-existing customer or involved in our active sales process.

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We reserve the right to decline any Ambassador Lead at our discretion. If an Ambassador Lead doesn't purchase a Commissionable Plan within thirty (30) days of their first interaction with your Ambassador Link or Promo Code, you won't be eligible for a Commission, even if they decide to purchase later. Leads are invalid if their first interaction occurs after this Agreement has terminated.

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e. Engagement with Prospects: After receiving the Ambassador Lead information, we may choose to engage with the lead, irrespective of its validity. Such engagements are at OneCliq's discretion.

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f. Commission and Payment: Once you accumulate Commission payments totaling $25 (USD), to receive the payment:

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1. You must have agreed to the terms of this Agreement.
2. Ensure your account in the Ambassador Tool is set up as per our guidelines.
3. Maintain a valid payment method in platforms like PayPal, Wise, or other payment processors we use.
4. Submit any required tax documentation for payment processing.

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g. Forfeiture: If a Customer, from whom you've earned a Commission, does not maintain good standing with OneCliq (determined at our discretion) for thirty (30) days post a Customer Transaction, your Commission for that transaction will be forfeited. If a Customer you referred receives a refund, the related Commission will be deducted from your future earnings. If they cancel without a refund, you retain the current payout, but won't earn from them in future transactions.

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h. Commission Payment: All Commissions are based on the fees we receive, excluding any sales taxes. Either we or the Ambassador Tool will decide the currency for Commission payments and the applicable conversion rate. You must earn at least $25 in Commission before you're eligible for payment under this Agreement.

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i. Taxes and Fees: You are responsible for all taxes and fees (including bank fees) related to the Commission. Payments to you might be offset against any amounts you owe to us. Some payment methods might have processing fees deducted from your Commission payment.

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j. Commission Amounts: We retain the right to modify the Commission percentage at our discretion.

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5. Ambassador Representations, Warranties, and Covenants

a. Representations and Warranties. As an Ambassador, you represent and warrant that:

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1. You possess all the necessary rights and permissions to participate in the OneCliq Ambassador Program and to provide OneCliq with Ambassador Leads for our use in sales, marketing, or as specified in this Agreement.
2. The information you shared during the application process is, and will remain, truthful and accurate.
3. Your engagement in the OneCliq Ambassador Program will not infringe upon any of your existing agreements or arrangements.
4. You either own or have adequate rights to use and grant us the right to use any Ambassador-related branding or trademarks.

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b. Covenants. You commit to:

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1. Adhering to all rules listed in the Program Policies and any other guidelines provided by OneCliq.
2. Ensuring your compliance with any trade or regulatory standards that might be relevant to your participation in the Ambassador Program. For instance, if necessary, you'll clearly indicate your affiliation with OneCliq on any websites where you place an Ambassador Link.
3. Accurately detailing in the Ambassador Tool all websites and domains you own or control where you plan to use Ambassador Links to generate Ambassador Leads.

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6. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario.

If any claim, dispute or controversy occurs between MINUTESKILL INC. and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the User or MINUTESKILL INC. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

7. Proprietary Rights

a. OneCliq’s Proprietary Rights. This Agreement does not grant any license to any software. The OneCliq Products are safeguarded by intellectual property laws. All rights to the OneCliq Products belong to MinuteSkill Inc. (operating as OneCliq) or its licensors, where applicable. We maintain all ownership rights in the OneCliq Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the OneCliq Content or the OneCliq Products, either in whole or in part, unless expressly authorized by us in writing. To use OneCliq Content or Products, you must become a direct customer and adhere to our Terms of Service (https://onecliq.io/terms-of-service/). OneCliq, its logos, and other marks we use are our trademarks. Unauthorized use of them is prohibited, unless explicitly outlined in this Agreement.

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We value feedback from our customers, Ambassadors, and partners regarding the OneCliq Products. We welcome suggestions for improvements and encourage voting on liked suggestions. All such feedback will be considered non-confidential, and we reserve the right to use and incorporate them into the OneCliq Products without any obligation to compensate you.

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b. Customer’s Proprietary Rights. In any interaction between you and a Customer, the Customer retains the right to access and use their portal associated with the OneCliq Products. It's clear that the Customer will own and keep all rights to the Customer Data.

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c. Trademarks. In connection with the Ambassador Program and this Agreement, you grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos (“Ambassador Marks”).

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If we make our trademark available to you during this Agreement's duration, you are permitted to use it, provided you adhere to the requirements in this section. Specifically, you must:

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1. Use only the images of our trademark we provide, without alterations.
2. Use our trademarks solely in relation to the Ambassador Program and this Agreement.
3. Adhere to our Brand Style Guide.
4. Immediately cease use upon our request.
5. Misuse of our trademark, such as in misleading or disparaging contexts, implying our endorsement of your services/products, or associating it with inappropriate or illegal content, is strictly prohibited.

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8. Confidentiality

In this Agreement, “Confidential Information” refers to all confidential data shared by one party (“Disclosing Party”) with the other (“Receiving Party”). This includes (i) any information, whether spoken or written, labeled as confidential, and (ii) OneCliq customer and prospect details, even if not explicitly marked as confidential. Confidential Information excludes any data that (i) becomes public knowledge without violating any obligations to the Disclosing Party or (ii) was already known to the Receiving Party before being shared by the Disclosing Party without breaking any obligations. The Receiving Party must: (i) safeguard the Disclosing Party's Confidential Information with the same care it uses for its own, but at least with reasonable care, (ii) not use the Disclosing Party's Confidential Information for purposes outside this Agreement, (iii) not share the Disclosing Party's Confidential Information with third parties, and (iv) allow only its employees, contractors, and agents access to the Disclosing Party's Confidential Information. Confidential Information can be disclosed if legally required.

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9. Indemnification

You will indemnify and defend us from any third-party claim, action, or proceeding (each termed an “Action”) directed towards us (including our employees, directors, agents, service providers, licensors, and Ambassadors) by a third party not affiliated with us. This covers Actions arising from (a) your involvement in the Ambassador Program, (b) our usage of the prospect data you've given, (c) your breach or non-compliance with this Agreement, (d) your use of the Ambassador Tool, or (e) our use of the Ambassador Marks.

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Should such an Action arise, we will (i) inform you in writing within 30 days of becoming aware, (ii) let you solely manage the defense or settlement, and (iii) provide any necessary information or assistance for defense or settlement. You shall now settle any claim that imposes obligations or restrictions on us without our written consent.

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10. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. NEITHER ONECLIQ NOR ITS AMBASSADORS MAKE ANY GUARANTEES ABOUT THE SUITABILITY, RELIABILITY, TIMING, SECURITY, OR ACCURACY OF THE ONECLIQ PRODUCTS, CONTENT, AMBASSADORS PROGRAM, OR THE AMBASSADORS TOOL. APIs AND THE AMBASSADORS TOOL MAY NOT ALWAYS BE ACCESSIBLE. THE ONECLIQ PRODUCTS AND AMBASSADORS TOOL ARE OFFERED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. ALL IMPLIED WARRANTIES ARE DISCLAIMED, INCLUDING MERCHANTABILITY, FITNESS FOR A SPECIFIC USE, AND NON-INFRINGEMENT.

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b. No Indirect Damages. UNLESS PROHIBITED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

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c. Limitation of Liability. IF EITHER PARTY IS DEEMED LIABLE, OUR TOTAL LIABILITY IS LIMITED TO THE TOTAL COMMISSION YOU EARNED FROM RELEVANT CUSTOMER TRANSACTIONS IN THE PAST YEAR BEFORE THE CLAIM.

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d. Ambassador Tool. WE AREN'T LIABLE FOR ANY ISSUES WITH THE AMBASSADOR TOOL YOU USE. WE DON'T GUARANTEE ITS AVAILABILITY, AND IT'S AT OUR DISCRETION TO PROVIDE IT.

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e. Cookie Duration. COOKIES FROM THE AMBASSADOR TOOL HAVE A FIXED LIFESPAN. IF A POTENTIAL CUSTOMER REMOVES THEIR COOKIES WITHIN THIS TIME, ONECLIQ WON'T BE LIABLE FOR ANY POTENTIAL COMMISSIONS.

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11. Term and Termination

a. Term. This Agreement remains in effect for as long as you are a participant in the Ambassador Program, unless it is terminated earlier as per the provisions below.

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b. Termination Without Cause. Both parties have the right to terminate this Agreement by giving a written notice of seven (7) days to the other party.

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c. Termination Due to Agreement Modifications. In the event of changes or modifications to this Agreement's terms, you reserve the right to terminate this Agreement by providing a five (5) days written notice, as long as you send this notice within ten (10) days of receiving our notification about the changes.

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d. Termination for Cause. We can terminate this Agreement under the following circumstances:

1. with a thirty (30) days' notice for a material breach, if the breach isn't rectified within that timeframe,
2. with a fifteen (15) days' notice for any unpaid amounts due to us, if they remain unpaid after this period,
3. immediately, if you become subject to insolvency, bankruptcy, or any other financial distress,
4. immediately, if you violate terms related to any subscription with us, including payment defaults, or
5. immediately, if we ascertain that your actions have or could negatively impact us, our potential customers, or our existing clientele.

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e. Automatic Termination. The Agreement will automatically terminate if you don't earn any Commission over a continuous twelve-month span.

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f. Effects of Expiration/Termination. Termination or expiration of this Agreement due to:

1. us without a specific cause,
2. you with a valid cause, or
3. you due to changes in the Agreement terms,

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will not impact our duty to pay you any Commission for Customer Transactions recognized by us within thirty (30) days post-termination or expiration. However, no Commission will be payable for transactions recognized after the thirty (30) days from the termination date. Notably, if the Agreement is terminated without cause by you or with cause by us, you will not be eligible for any Commission post the termination date, even if you would have been eligible prior to termination. After the Agreement's termination or expiration, you must stop using and delete any Ambassador Tools we've provided as part of the Ambassador Program. Any Ambassador Lead post-termination or expiration will be deemed invalid, but we may choose to retain it in our database for potential future engagement.

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Upon the Agreement's termination or expiration, you must immediately cease using our trademark and any references to this Ambassador Program on your platforms and promotional materials. It's important to note that even if this Agreement terminates, it doesn’t affect a Customer’s subscription agreement.

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12. General

a. Miscellaneous. This Agreement can be updated or changed entirely at our discretion. Should we make any modifications to this Agreement, the revised Agreement will be accessible via the Ambassador Tool and/or emailed to you. The updated Agreement becomes binding on the business day following our notification to you. We advise regular reviews of this Agreement. If you disagree with any changes, you can choose to terminate as previously described. This Agreement is governed by the laws of the Province of Ontario. In case of any legal disputes arising from this Agreement, both parties agree to the exclusive jurisdiction of the state and federal courts in Toronto, Ontario. This Agreement supersedes all other oral or written agreements or understandings between us. Any unauthorized assignment or transfer of this Agreement by you will be null and void. All other provisions as mentioned in the original text apply.

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b. Notices. Notices will be sent to the respective contact addresses and will be considered delivered upon actual receipt.

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1. To OneCliq: hello@onecliq.io
2. To you: your email address as registered in our Ambassador account details for you.
   We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

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c. Data Processing and Protection. In the Ambassador Program, parties might exchange Personal Data. Any processing of such data in association with the Ambassador Program will adhere to the terms specified in OneCliq's Privacy Policy (https://onecliq.io/privacy-policy/). Both parties shall process any Personal Data in their possession:

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1. In agreement with OneCliq's Privacy Policy,
2. As independent data controllers,
3. For the purposes mentioned in this Agreement, and/or
4. As otherwise permitted by applicable data protection laws.

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For clarity, OneCliq will act as an independent controller for any Personal Data it receives or shares with the Ambassador.

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APPENDIX A

Program Standards and Promotional Guidelines

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General Standards and Protocols

By entering into this partnership, you commit to:

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1. Refraining from purchasing advertisements that compete with OneCliq's advertising efforts, particularly those using our branded keywords.
2. Setting negative keywords such as “onecliq”, “OneCliq”, “onecliq.io”, and “OneCliq IO” for search advertisements on platforms like Google or Bing.
3. Avoiding misleading practices like cookie stuffing, pop-ups, or deceptive links.
4. Ensuring emails or direct messages on social media platforms are sent only to recipients who have given explicit consent.
5. Not disguising or manipulating the source of referral URLs.
6. Maintaining a positive stance towards OneCliq and other entities, avoiding negative comments or disparagement.
7. Abstaining from using your Ambassador Link and Ambassador Code for personal purchases of OneCliq products.
8. Ensuring leads are generated through genuine consumer intent, without using automated or deceptive means.

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Legal Compliance

As an Ambassador, it's your responsibility to:

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1. Adhere strictly to all pertinent laws and regulations, such as those governing deceptive advertising, email marketing standards, data protection rules, and testimonial guidelines.
2. Make no claims about OneCliq products inconsistent with our official marketing materials.
3. Abstain from any advertising methods involving telemarketing, faxing, or text messages.
4. Deliver on any offers or incentives promised in advertisements, accurately describing and providing them to prospects.

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Opt-Outs and Privacy

Ensure swift compliance with all requests related to opting-out, unsubscribing, or any "do not call" or "do not send" notices.

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Transparency Disclosure

On websites where OneCliq products or services are promoted, clear disclosure language must be visible:

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"Disclosure: I'm an independent OneCliq Ambassador and not an employee. I earn commission from OneCliq for referrals. The views expressed here are solely mine and not official statements of OneCliq.io."

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Paid Advertising Practices

Avoid deceptive search engine optimization actions, especially those leading to paid search results linked to OneCliq trademarks or brand names. Specific keywords must be set as negative for search advertising.

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Social Media Protocols

For platforms like Instagram or YouTube, ensure all promotional posts adhere to FTC's endorsement guidelines. Ensure compliance with platform-specific rules for other social media sites. Ambassadors mustn't promise guaranteed earnings with OneCliq. If referencing personal earnings, ensure it's truthful, supported by evidence, and accompanied by a disclaimer clarifying results may vary.

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Ongoing Training & Resources

OneCliq might offer complimentary webinars and resources as part of our Ambassador Program. Ambassadors are encouraged to utilize these resources and participate in any recommended training. The availability and content of these resources are subject to change without prior notice.

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Feedback & Complaints

Should you receive any complaints regarding promotions, inform OneCliq within 24 hours at hello@onecliq.io.