KNOWFLEX LLC
STUDENT BRAND AMBASSADOR AGREEMENT
This Student Brand Ambassador Agreement ("Agreement") is entered into as of the date the Ambassador application for an individual is approved by KNOWFLEX LLC ("Effective Date").
KNOWFLEX LLC (referred to as “KnowFlex”) and Ambassador may each be referred to individually as a "Party" and collectively as the "Parties." This Agreement sets out the terms under which Ambassador agrees to serve as a Student Brand Ambassador for KnowFlex, and KnowFlex agrees to engage Ambassador on that basis.
1. Independent Contractor Relationship
Ambassador is engaged as an independent contractor, not as an employee, agent, joint venturer, or partner of KnowFlex. Nothing in this Agreement creates an employment relationship, and Ambassador is not entitled to employee benefits of any kind (including health insurance, paid leave, workers' compensation, or unemployment insurance) as a result of this Agreement.
- Ambassador controls the manner and means by which Ambassador performs the Activities described in Section 2, subject to the KnowFlex guidelines referenced in this Agreement.
- Ambassador is solely responsible for all applicable federal, state, and local taxes on any payments or credits received under this Agreement.
- This Agreement does not create any exclusivity. Unless the Parties agree otherwise in writing, Ambassador is free to participate in similar programs with other companies.
2. Ambassador Activities
Ambassador agrees to perform the following activities ("Activities") on a non-exclusive, best-efforts basis, at times and in a manner reasonably chosen by Ambassador and consistent with KnowFlex's guidelines and any applicable school policies:
- Referring prospective customers to KnowFlex's product/service using Ambassador's unique referral code or link;
- Participating in campus events to represent KnowFlex and distribute approved materials;
- Distributing KnowFlex-approved flyers, digital assets, and promotional materials;
- Communicating with KnowFlex-approved student organizations for potential collaborations;
- Posting promotional content on Ambassador’s social media accounts;
- Other mutually agreed promotional activities as discussed between the Parties from time to time.
Ambassador is not required to meet any minimum quota of referrals, hours, or events, and KnowFlex will not treat any Activity as mandatory. Ambassador's compensation is tied solely to the outcomes described in Section 3.
3. Compensation and Perks
In exchange for the Activities, KnowFlex agrees to provide Ambassador with the following, subject to the conditions below:
- Referral Bonus: $50.00 (USD), paid as a ‘one-time-per-each-new-customer’ payment in cash or as account credit toward KnowFlex's services at Ambassador's election, for each successful referral — defined as a new customer who (a) signs up using Ambassador's unique referral code/link and (b) completes payment, as verified in KnowFlex's records.
- Personal Discount Code: A discount percentage of KnowFlex’s choosing on Ambassador's own use of KnowFlex's services, available regardless of whether Ambassador generates any referrals, for the duration of this Agreement.
KnowFlex reserves the right to verify referrals and withhold payment for referrals it reasonably determines to be fraudulent, duplicate, self-referred, or otherwise inconsistent with the intent of this program. Payments will be made monthly after verification, via the payment method agreed upon between the Parties. All payments and credits are subject to a reasonable, good-faith cap or budget that KnowFlex may set and communicate to Ambassador; KnowFlex is not obligated to pay for referrals beyond any such cap once Ambassador has been notified.
4. Required Disclosure of Material Connection (FTC Compliance)
Because Ambassador receives payment, credit, and other benefits from KnowFlex, U.S. Federal Trade Commission (FTC) rules require Ambassador to clearly and conspicuously disclose this relationship whenever Ambassador promotes, mentions, reviews, or refers others to KnowFlex's product or service — online or in person. Ambassador agrees to:
- Include a clear disclosure such as "Paid Partner" or "I'm a paid ambassador for KnowFlex" in or immediately alongside any post, video, story, or caption that mentions or promotes KnowFlex.
- Make disclosures in every applicable post, not just a one-time bio mention, and ensure disclosures are visible without requiring the viewer to click "more";
- Make truthful, non-misleading statements about KnowFlex's product or service and avoid claims that Ambassador cannot or is not authorized to personally substantiate;
- Comply with the disclosure requirements of any platform used (e.g., Instagram's Paid Partnership label, TikTok's Sponsored toggle) in addition to, not instead of, the disclosures above.
Ambassador acknowledges that KnowFlex may audit public posts or other KnowFlex Ambassador activities and conduct for compliance and may request edits or removal of non-compliant content. Failure to comply with this Section is grounds for immediate termination under Section 8.
5. Conduct, Materials, and Campus Rules
- Ambassador will use only marketing materials, claims, and referral links provided or pre-approved by KnowFlex, and will not alter KnowFlex's logos, branding, or messaging without written consent.
- Ambassador will follow all relevant campus rules as set by their institution.
- Ambassador will not make false, misleading, deceptive, or unauthorized claims about KnowFlex's product or service, and will not engage in spam, harassment, or high-pressure tactics to obtain referrals.
- Ambassador will conduct all Activities in a professional, respectful, and lawful manner and will not act in any way that could damage KnowFlex's reputation.
6. License to Use Name, Likeness, and Content
KnowFlex grants Ambassador a non-exclusive, non-transferable, revocable, limited license to use KnowFlex's trade names, trademarks, logos, and provided marketing materials solely for the purpose of performing the services outlined in this Agreement. Ambassador acknowledges that KnowFlex retains all rights, title, and interest in its property. Upon termination of this Agreement, Ambassador must immediately cease using all KnowFlex branding and intellectual property. Should the Ambassador create and share content in connection with the Activities, Ambassador grants KnowFlex a worldwide, royalty-free, perpetual, and non-exclusive right and license to use, reproduce, edit, distribute, and publicly display any text, photos, videos, or other materials created by Ambassador under this Agreement.
7. Confidentiality
Ambassador agrees to keep confidential any non-public information shared by KnowFlex in connection with this Agreement (e.g., referral tracking data, unreleased product features, internal materials), and will not disclose such information to third parties or use it for any purpose outside the Activities, both during the term of this agreement and for 1 year after termination.
8. Term and Termination
- Term: This Agreement begins on the Effective Date and continues until terminated by either Party as described below.
- Termination for Convenience: Either Party may terminate this Agreement at any time, for any reason or no reason, with 1 day's written notice (including by email/text).
- Termination for Cause: KnowFlex may terminate this Agreement immediately if Ambassador violates Section 4, 5, or 7, or engages in fraudulent referral activity or conduct harmful to KnowFlex's reputation.
- Effect of Termination: KnowFlex will pay for all verified referrals earned prior to the termination date. Ambassador will immediately cease representing themselves as a KnowFlex Ambassador, cease using KnowFlex's marks, and stop distributing any materials upon termination.
9. No Guarantee; Disclaimer
Ambassador acknowledges that: (a) this Agreement does not guarantee any minimum number of referrals, minimum compensation, future employment, or any particular outcome; (b) participation in this program is voluntary and at will; and (c) KnowFlex's product/service is provided "as is," and KnowFlex makes no warranties regarding the outcome of Ambassador's promotional efforts.
10. Indemnification and Limitation of Liability
- Ambassador agrees to indemnify and hold harmless KnowFlex, its officers, employees, and affiliates from any claims, damages, or losses arising from Ambassador's breach of this Agreement, violation of law, or unauthorized statements or conduct in connection with the Activities.
- Neither Party will be liable to the other for indirect, incidental, special, or consequential damages arising out of this Agreement.
11. Age Requirement
Ambassador must be 18 years of age or older at the time of signing this agreement. No exceptions are allowed.
12. General Provisions
- Entire Agreement: This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements, written or oral.
- Amendment: This Agreement may only be amended in a writing seen, agreed to, and signed by both Parties.
- Assignment: Ambassador may not assign this Agreement without KnowFlex's prior written consent.
- Severability: If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.
- Governing Law: This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law principles.
