PublicSquare Ambassador Terms of Service

Last updated: 10/09/2025

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Thank you for agreeing to participate in PSQ Holdings, Inc.’s (“PublicSquare,” “our,” “us,” or “we”) Ambassador Program (the “Program”). We are looking forward to working with you. These Terms of Service (the “Agreement” or the “TOS”) sets out the agreement between PublicSquare and you (“you,” “your,” or “Ambassador”) for your participation in the Program.  By accepting these TOS and becoming an Ambassador, you are also required to participate in, and accept the terms of service of, the Rewardful platform.

1. Background. PublicSquare connects families with American businesses that share their values through PublicSquare Market. Our Ambassador program aims to honor your support for our mission with an opportunity to share quality American businesses and products with a broader audience and receive compensation for doing so. We are excited to have you join us as a PublicSquare Ambassador. ‍
   
   
   1. What Is Our Ambassador Program? Our Program is a collaboration between PublicSquare and influential individuals like you in order to create awareness about our Marketplace to those seeking fresher, cleaner, more durable products made by American small businesses. Our Ambassadors' main responsibility is to create high quality content geared towards brand awareness and product education.‍
   2. What is Required of You as a PublicSquare Ambassador?  An ambassador is a passionate shopper, brand advocate, or content creator who loves what we stand for and wants to share it with their network. Whether you post on social media or simply text a link to a friend, you’ll earn commission by spreading the word about the American-made products you trust. We’re looking for people who truly love our Marketplace and want to help grow something that matters by sharing authentic support for those products.‍
2. Term. This Agreement is effective on the date that you countersign this Agreement, and continues month-to-month, and shall be renewed on a monthly basis conditioned upon you performing under this Agreement to PublicSquare’s satisfaction (“Term”), provided however, that PublicSquare may may terminate this agreement pursuant to Section 10 of these TOS. 
3. ‍Ambassador Duties. During the Term, you agree to promote the Marketplace and products on the Marketplace solely in conformity with these TOS. To the extent you make any social media posts or otherwise promote any product, it must be done in conformity with the specifications and instructions outlined in Exhibit A, as well as the following requirements:
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   1. Your Posts must comply with the U.S. Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (the “Endorsement Guides”), for which we provide you a link in Exhibit A. Please note that the FTC recently updated these Endorsement Guides in June of 2023. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid Ambassador. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products and services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, you cannot use that platform.
   2. Although we want your Posts to be authentic, your Posts can only include factual statements about PublicSquare and our brands, products, and services which you know for certain are true and that you can prove or verify. 
   3. Your Posts must reflect your own honest opinions, beliefs, and experiences.
   4. Your Posts will be original and created solely by you.
   5. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
   6. Your Posts may not include any person, or personally identifiable information about anyone, other than you unless you receive both our prior written approval and have the persons at issue sign a release provided by us upon your request.
   7. Your Posts will comply with the rules of the applicable social media platforms.
   8. Your Posts must comply with our standards of conduct set out in Exhibit A and any other brand guidelines or policies we provide you.
   9. Your Posts will comply with all applicable laws, rules, and regulations.‍
4. Monitoring Posts; Metrics. You understand that we may monitor your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by requiring you to fix the Post or terminate the Agreement under Section 10(b) for a material breach. We also track certain metrics as part of determining any compensation due under this Agreement using the Rewardful platform.  You must participate in the Rewardful platform and permit the tracking of certain metrics using that platform in order to be eligible for any compensation under this Agreement.‍
5. Ownership; Grant of Rights. You will own and retain all right, title, and interest in and to any posts or messages made as an Ambassador, subject to the license granted to us in this Section 4. We will own and retain all right, title, and interest in and to all derivative works of the such posts or messages made by us, or by any third party for our benefit subject to your rights in the underlying posts. You hereby grant to PublicSquare and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, a non- exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part.‍
6. Use of Your Name, Likeness, and Information. You hereby grant to PublicSquare and our affiliates, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, “Likeness”) in connection with the Ambassador Program, your posts, and any derivative works we make from such posts, including to advertise and promote the same or any brand, product, or service that features or includes at least one of the posts or a derivative work of a post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.‍‍
7. ‍Consideration and Commission.
    
   
   1. As consideration for otherwise satisfactorily complying with the terms and conditions of this Agreement, we will pay you a commission for confirmed, authentic sales for first time customers as is set forth on the Rewardful platform (the “Consideration”). The commission structure set forth on the Rewardful platform is subject to change at any time.  You understand and confirm that neither Us nor Rewardful are responsible for paying commissions connected to sales or transactions that do not fully conform with the requirements of the Rewardful platform needed to capture such sales or transactions.  You acknowledge and confirm that you are not entitled to any compensation or consideration in connection with this Agreement other than the commissions for confirmed, authentic sales for first time customers captured by the Rewardful platform. 
   2. All payments to you under this Agreement, in accordance with Section 11, will be paid to you as a 1099 contractor via PayPal based on instructions from Rewardful. 
   3. You acknowledge and agree that the Consideration represents fair consideration and reasonable equivalent value for the obligations, covenants, and agreements set forth in this Agreement, which Consideration is agreed to be the equivalent of the consideration that would have been reached as a result of arm’s-length good-faith negotiations between you and us.‍
8. Confidentiality. You understand that you may be exposed to information about PublicSquare including, without limitation, our brands, products, services, advertising campaigns, and marketing and brand strategies and ideas that may not have been disclosed to the public (collectively, the “Confidential Information”). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Program, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for 2 years. ‍
9. Representations and Warranties. You represent and warrant that you are not a member of SAG-AFTRA (The Screen Actors Guild-American Federation of Television and Radio Artists). By participating in the Ambassador Program, you represent and warrant that: 
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   1. Any posts are your sole and original creation;
   2. have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
   3. are not libelous or otherwise defamatory; and
   4. do not, and our use of them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.‍
10. Indemnification. You agree to indemnify, defend, and hold harmless PublicSquare and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any material breach by you of your representations and warranties, or other obligations hereunder.‍
11. Termination.
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    1. You may terminate this Agreement if we commit a material breach of this Agreement and fail to cure the breach with 30 business days of receiving notice of the breach from you.
    2. PublicSquare may, at its option, terminate this Agreement immediately at any time during the Term:
    3. The Parties agree that in the event of a termination under this Section 10, that all right or entitlement to earn compensation, commissions, and/or Consideration of any kind under this Agreement will also terminate as of the Termination date.‍
12. Relationship of the Parties.
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    1. You understand that you are an independent contractor and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind PublicSquare and will not make any agreements or representations on our behalf without our prior written consent.
    2. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.‍
13. LIMITATIONS ON LIABILITY.  IN NO EVENT WILL PUBLICSQUARE BE LIABLE TO YOU FOR (A) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.  THIS SECTION 12 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.‍
14. General Indemnification. You shall indemnify, defend, and hold harmless PublicSquare, its affiliated and related entities, and any of their respective officers, directors, agents, and employees (the “Indemnified Parties”), from and against any third party claims, lawsuits, investigations, penalties, damages, liabilities, losses, or expenses (including but not limited to attorneys’ fees) (collectively, “Claims”) to the extent arising out of or relating to any of the following: (a) any material misrepresentation breach or alleged breach of, or default, in connection with any of the representations, warranties, or covenants contained in this Agreement; (b) any Claim that You infringed on any third-party’s intellectual property rights (c) Your gross negligence or willful misconduct; or (d) Your violation of any applicable laws.‍
15. Dispute Resolution.  In the event of any dispute between the parties arising out of or related to the terms of this Agreement, including but not limited to any dispute concerning the enforceability this Agreement, the Parties shall submit the dispute to arbitration. The parties hereby irrevocably agree that any arbitration must be brought in West Palm Beach, Florida.  If a party wishes to invoke this provision, the party must do so within the time provided under law for commencement of an action on which the claim is based in a court of law. The dispute will be administered by the AAA under its Commercial Arbitration Procedures (which shall also govern the selection of the mediator).  The Parties agree that the Arbitrator shall have authority to resolve all disputes, including any dispute over the arbitrability of any dispute. This provision shall constitute a written agreement to submit any such dispute arising from the transactions contemplated hereby to binding arbitration in accordance herewith, and the Parties confirm their intent to waive any right to a jury trial.‍
16. Miscellaneous.
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    1. This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this Section 15 is void. PublicSquare may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    2. This Agreement is governed by and construed in accordance with the laws of the State of Florida without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. 
    3. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. This Agreement contains the entire Agreement between you and PublicSquare and supersedes any oral or written statements made by or to you in connection with the Program and the Posts. This Agreement may not be modified except by a written agreement that is signed by an authorized representative of PublicSquare.

EXHIBIT A

Standards of Conduct

With respect to promotional messages, photos, or other communications made on social media platforms about PublicSquare and our brands, products, and services, all Ambassadors must adhere to the following standards:

• You must comply with the Federal Trade Commission's (the “FTC”) Guides Concerning Endorsements and Testimonials, which were recently updated by the FTC in June 2023: https://www.federalregister.gov/documents/2023/07/26/2023-14795/guides-concerning-the-use-of-endorsements-and-testimonials-in-advertising including making . . .
  
  • statements that reflect your honest beliefs, opinions, and experiences; and
  • clear and conspicuous disclosure about your connection to us in all of your posts.

• To better understand your responsibilities under the Endorsement Guides, you must review: 
  
  • The FTC's Endorsement Guides: What People Are Asking: https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking. 
  • FTC: The Do's and Don'ts for Social Media Ambassadors: https://www.ftc.gov/news-events/news/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against-individual-social-media-Ambassadors‍
  • FTC: Disclosures 101 for Social Media Ambassadors: https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-Ambassadors. 
  • FTC: Do you endorse things on social media?: https://www.ftc.gov/media/71405.

• You may not:
  
  • make deceptive or misleading claims about our brand, products, and services;
  • make any claims about our brands, products, or services (or our competitors’) that are not backed up by evidence;
  • disclose any of our Confidential Information;
  • disparage PublicSquare or our brands, products, and services;
  • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
  • offer for sale or solicit products on behalf of PublicSquare;
  • make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
  • post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
  • use ethnic slurs, personal insults, obscenity, or other offensive language; or
  • make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving PublicSquare’s consumers or other individuals.

• You must adhere to:
  
  • the posted policies, guidelines, and terms of use on any platform on which you Post content on behalf of PublicSquare, understanding that any these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and
  • any additional guidelines provided by PublicSquare such as Program requirements and our Social Media Endorsement Policy.

• You must not create fake followers or engagement on social media platforms, such as:
  
  • buying followers;
  • using bots to grow audience size by automating account creation, following, commenting, and liking; or
  • post fake sponsored content.

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