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General

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Ambassador Program

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Terms and Conditions

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Gardyn Ambassador Program Terms *
Primary Website: https://mygardyn.com/
THE AGREEMENT: This Ambassador Agreement (hereinafter called the “Agreement“) is entered into by Gardyn, Inc. a Delaware corporation (“we” or “Company“ or “Gardyn”), and the individual or company signing up for the program (“you“ or “Ambassador“) (collectively the “Parties“). This Agreement covers your responsibilities as an Ambassador and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well consult with an attorney if you desire, because each of the terms of this Agreement are important to our working relationship.
1. Definitions
Ambassador Program: The program we’ve set up for our Ambassadors as described in this Agreement.
Ambassador Application: The fully completed form which must be provided to us for consideration of your inclusion in the Ambassador Program.
Website: The primary website we’ve noted above will be referred to as Website.
Gardyn Studio Ambassador Kit: The initial package delivered to Ambassadors choosing to participate in the “Earn a New Home Gardyn” program, which contains the Gardyn Studio device (“Gardyn Studio Ambassador Kit”), a plant starter kit, and initial quarterly membership, retail valued at $574 but at a $499 cost for Ambassadors.
Gardyn Ambassadors: Individuals or companies participating in the Gardyn Ambassador Program.
QR Code/UTM: Unique tracking mechanisms provided to Gardyn Ambassadors to trace sales attribution.
Discount Code: The Ambassador‘s unique code, offering a specific promotion to their clients.
Qualified Purchase has the meaning set forth in Section 7.1. 
2. Assent & Acceptance
By submitting an Ambassador Application, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. You further agree that Gardyn’s Terms of Service (https://mygardyn.com/policy/terms-of-service/), Privacy Policy (https://mygardyn.com/policy/privacy/), Membership Terms (https://mygardyn.com/policy/subscription/), Warranty (https://mygardyn.com/policy/warranty/), Ambassador Program (https://mygardyn.com/policy/ambassadors/), as each may be amended or supplemented from time to time (collectively, the “Ancillary Agreements”), will apply to your participation in the Ambassador Program. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, PLEASE LEAVE THE WEBSITE IMMEDIATELY AND DO NOT SUBMIT AN AMBASSADOR APPLICATION. 
3. Program Sign-Up
In order to sign up for our Ambassador Program, you will first be asked to submit an Ambassador Application to join. The Ambassador Application may be found at the following website: https://mygardyn.com/ambassadors.Submitting an Ambassador Application does not guarantee inclusion in the Ambassador Program. We evaluate each and every application and are the sole and exclusive decision-makers on an Ambassador’s acceptance. If we choose not to allow your inclusion in the Ambassador Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within 14 business days, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner permitted under applicable law, including but not limited to because of an applicant’s website or social media page which violates our Acceptable Use Policy described in Section 14 hereafter.
If your Ambassador Application is rejected, you may not reapply for one year. If your Ambassador Application is accepted, each of the terms and conditions in this Agreement and the Ancillary Agreements applies to your participation. We may also ask for additional information to complete your Ambassador Application or for you to undertake additional steps to ensure eligibility in the Ambassador Program.
4. Limited Exclusivity
This Agreement does not create an exclusive relationship between you and Gardyn; however, you agree that you shall not serve as a spokesperson or brand ambassador or otherwise provide endorsement services for any products or services in the hydroponic gardening space. Apart from this limited restriction, you are free to work with similar affiliate/ambassador program providers in any category. Nothing in this Agreement imposes on Gardyn restrictions as to which individuals or companies Gardyn may work with, and Gardyn expressly reserves its right to work with whomever it chooses. 
5. Ambassadorial Activities and Responsibilities
Ambassador agrees to actively promote Gardyn products in a positive and truthful manner through various channels, including in real life interactions, particularly where the Gardyn Studio Device is displayed, social media, blogs, and websites, all in compliance with this Agreement and the Ancillary Agreements. 
Ambassador further agrees not to, directly or indirectly, disparage the reputation, prestige, value, image, or impression of Gardyn or its officers, directors, affiliates, personnel, products, brands, or related companies, by words, actions, or other communications. 
6. Compensation Schemes
Gardyn Ambassadors can choose between two alternative compensation schemes:
6.1 Option 1 - “Earn a New Home Gardyn“ Scheme (“Option 1”)
Ambassadors who choose Option 1 will receive a Gardyn Studio Ambassador Kit with the opportunity to earn commissions on sales made through their unique referral links.
Ambassadors must either make a direct payment of $499 or opt for Affirm financing to cover the cost of the Gardyn Studio Ambassador Kit. Upon successful payment on either option, Gardyn will confirm the shipment address and send the Gardyn Studio Ambassador Kit.
Once the payment is completed, Ambassadors can immediately begin earning commissions on each sale, based on the following commission structure:
$200 USD commission for each Qualified Purchase of a Gardyn Home 3.0 or 4.0 device.
$100 USD commission for each Qualified Purchase of a Gardyn Studio device.

The Ambassador will receive free membership during the Initial 3 months, with no possible free extensions afterward. 
The Company reserves the right to pursue available legal action under local law to recover the unpaid hardware, including, but not limited to, deactivating the device remotely and canceling the associated Gardyn membership if there is non-compliance with the Ambassador payment obligation after the Initial 90-Day Period.
6.2 Option 2 - “Already Own a Gardyn“ Scheme (“Option 2”)
 Ambassadors with their own Gardyn: can immediately begin earning commissions on each sale, based on the following commission structure:
$200 USD commission for each Qualified Purchase of a Gardyn Home 3.0 or 4.0 device.
$100 USD commission for each Qualified Purchase of a Gardyn Studio device.
7. Terms Applicable to both Compensation Schemes

7.1 Qualified Purchases- defined. 

In order for an Ambassador to receive the compensation described in Section 6, it must generate sales which qualify as “Qualified Purchases.” 

A purchase is considered as a “Qualified Purchase” when:
It is purchased on Gardyn’s Primary Website https://mygardyn.com/
It is purchased through the specific QR Code or tracking link (based on the related UTM on a last-click attribution basis) assigned by Gardyn to the Ambassador 
It includes one of the SKUs eligible for compensation: Gardyn Home 3.0, Gardyn Home 4.0 and Gardyn Studio devices
Gardyn has received full payment for such purchase.
A purchase is not considered as a “Qualified Purchase” when:
The last contact of the user on the Gardyn website does not originate from the Ambassador’s QR code (based on the related UTM)
It is purchased by an already existing partner, ambassador, or affiliate of the Company.
It is purchased prior to the Ambassador joining the Ambassador Program.
It is purchased by a customer in violation of any of this Agreement or any Ancillary Agreements.
It is purchased using the coupon code of the Ambassador but without using the Ambassador’s QR code (based on the related UTM), ie the scanning of the QR code is necessary for the purchase to be qualified, the coupon code is not sufficient.
It is fraudulent in any way, as determined by the Company’s sole and exclusive discretion.
The discount code or the individual tracking link is posted on the internet, in which case we reserve the right to also cancel the coupon code, unique link and the commission earned by the Ambassador so far but not paid out yet at any time, without notice, at our full discretion.
The device purchased is returned within the first 60 days of purchase.
7.2 Tracking.
Gardyn Ambassadors receive a unique QR code and link for tracking sales. Qualified Purchase attribution is assigned based on the user’s last interaction with the provided QR code or link.
Gardyn will also provide to the Ambassador a Discount Code that Ambassador may offer to potential customers. However, please note that the use of the discount code will not trigger any attribution; only the QR code UTM does at last click. 
Additionally, if a discount code is posted on the internet, we reserve the right to cancel the coupon code, unique link and earned commission not paid out yet at any time, without notice, at our full discretion.
Ambassadors can track their sales performance using their Everflow account. Only sales reported in Everflow can be considered as qualified sales and give rights to a commission.
7.3 Additional Terms. The Company reserves the right to adjust compensation rates and Discount Codes applicable to you upon 7 days’ notice. However, those adjustments will not affect any Qualified Purchases occurring prior to such an adjustment.

Ambassador Discount Codes cannot be combined with any other codes or sales on the Gardyn site. 

Upon non-compliance with the terms of this Agreement, we reserve the right to reject codes and/or sales at our sole discretion and without prior notification.
Processing and fulfillment of orders will be Gardyn’s responsibility. 
8. Payout Information
As a condition precedent to receiving payment under Section 6, the Ambassador must set up their preferred payment method as well as accounting and tax documentation through the Everflow Pay platform. You will be asked to submit a W-9 tax form. Accounting information may include any information required for Gardyn to complete payout.
Currently, the Company employs the following methods of payout through Everflow Pay platform:
ACH
Wire (extra charges may apply) 
For any changes in your address or accounting information, you must change that data immediately on your Everflow Pay account and we will endeavor to make the changes to your payout information as soon as possible. In any event, Gardyn shall not pay any service fees. 
Payouts for Ambassadors will be available during the first 10 days of the month following the date of the Qualified Purchase. Payments are issued promptly once qualifying sales have been confirmed.
We explicitly reserve the right to change our payout method or system at our sole and exclusive discretion. If we do so, you will be notified.
For any disputes as to payout, you must notify the Company within thirty days of your receipt of the payout via the Ambassador’s email address: ambassadors@mygardyn.com. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
9. Reports
You may log into your account with us to review reports related to your status as Ambassador, such as payout reports and Qualified Purchase information. Please be advised however, that not all listed Qualified Purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
10. Term, Termination & Suspension
The term of this Agreement will begin on the date you receive notification of your acceptance into the Ambassador Program and for 18 months thereafter (the “Term“). The Parties may mutually agree to extend or renew the Term. The Term may be terminated by either Party at any time with or without cause, upon notice to the other party.
You may only earn payouts as long as you are an Ambassador in good standing during the Term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
In addition, we reserve the right to terminate the contract and the Gardyn membership attached to it if no sale has occurred within the first 90 days of the Ambassador‘s participation in the program.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
11. Intellectual Property
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP“).
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Ambassador Program and use the Company IP solely and exclusively in conjunction with identifying our Company and brand on the Ambassador Sites (https://mygardyn.com/ambassadors and https://gardyn.everflowclient.io/) to send customers to the Ambassador links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Ambassador in good standing with us.
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, nickname, initials, autograph, image, photograph, likeness, statement of belief, endorsement, voice, trademarks and service marks if applicable and other business intellectual property to advertise our Ambassador Program.
You hereby acknowledge that all intellectual property rights in and to all documents, work product and other materials that are prepared by you, or on your behalf, as part of the Ambassador Program shall be owned exclusively by Gardyn. You agree that these materials are deemed a “work made for hire“ for Gardyn as defined in 17 U.S.C. § 101. To the extent that any of these materials do not constitute a “work made for hire,“ you hereby irrevocably assign, without additional consideration, all right, title, and interest throughout the world in and to these materials. You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to so-called “moral rights“ or rights of droit moral with respect to these materials.
12. Modification & Variation
The Company may, from time to time and at any time, modify this Agreement upon notice to you. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon providing notice to you and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don’t agree to the update or replacement, you can choose to terminate this Agreement as described below.
To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
13. Relationship of the Parties
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times. Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker‘s compensation insurance on your behalf. You shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. You shall be solely responsible for all costs or expenses that you may incur in the performance of its activities under this Agreement.
14. Acceptable Use Policy
You agree not to use your status as an Ambassador, the Ambassador Program or Gardyn for any unlawful purpose or any purpose prohibited under this clause, in accordance with the laws of the state of Maryland and the laws of the United States. You agree not to use the Ambassador Program in any way that could damage our websites, social media, products, services, or the general business reputation and operation of the Company.
a) You further agree not to use the Ambassador Program:
I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
15. Ambassador Obligations & FTC Compliance
You are responsible for ensuring operation and maintenance of the Ambassador’s preferred marketplace (physical and virtual), including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Ambassador Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Ambassador Program.
We require all of our Ambassadors to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that ambassador relationships, such as the relationship between you and the Company, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of your obligations to disclose in this manner.
You are required to post a conspicuous notice on your website regarding the Ambassador Program if you are marketing Company products through a webpage or website that you manage. The notice does not have to contain the precise words as the example given below, but should be similar to the following:
“We engage in ambassador marketing whereby we receive funds through clicks to our ambassador program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.”
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.
16. Reverse Engineering & Security
You agree not to (a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites, services, hardware and app; nor b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
17. Data Loss
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Ambassador Program is at your own risk.
18. Representations and Warranties. 
Ambassador represents and warrants to the Company that:
if Ambassador is an entity: (I) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (II) the execution of this Agreement by the individual whose signature is set forth in the Ambassador Application has been duly authorized by all necessary corporate action on the part of Ambassador.
If Ambassador is an individual: (I) Ambassador is at least 18 years old and (II) you have the right to enter into this Agreement.
19. Indemnification
You agree to defend and indemnify the Company, its officers, employees and any of its agents (if applicable) and hold all of them harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Ambassador Program, your breach of this Agreement, or your acts or omissions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
20. Spam Policy
You are strictly prohibited from using the Ambassador Program for illegal spam activities, including but not limited to gathering email addresses and personal information from others or sending any mass commercial emails.
21. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the Ambassador Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
22. Service Interruptions
The Company may need to interrupt your access to the Ambassador Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
23. No Warranties
You agree that your use of the Ambassador Program is at your sole and exclusive risk and that any services provided by us are on an “As Is“ basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Ambassador Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Ambassador Program is your sole responsibility and that the Company is not liable for any such damage or loss.
24. Limitation of Liability
No Consequential or Indirect Damages. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL GARDYN OR ANY OF ITS OFFICERS, DIRECTORS, AFFILIATES, OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO AMBASSADOR OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 
The Company is not liable for any damages that may occur to you as a result of your participation in the Ambassador Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred US Dollars ($100). 
25. General Provisions
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: You agree that the laws of the state of Maryland and the federal laws of the United States shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Montgomery, Maryland. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including the assertion of the doctrine of forum non conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Montgomery (Maryland). The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Maryland. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such conditions, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, pandemics, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Notices required under this Agreement may be effectuated by electronic communications including email or fax. For any questions or concerns, please email us at the following address: ambassadors@mygardyn.com.
I agree to Gardyn Ambassador Program's Terms of Service