Instafarm Affiliate Program

Terms and Conditions 1.3 | Effective 5/15/2023

1. General:

These terms and conditions apply to Instafarm's Affiliate Program (“Program”). "INSERT Affiliate Name Filled in on Registration Form" (“Affiliate”) agrees to be bound by these terms and conditions.

2. Definitions:

Customer: a purchaser of Instafarm products from the unique URL link provided to Affiliate by Instafarm.

First Time Customer: a customer who has never purchased an Instafarm product before from any source.

Affiliate Tagged Customers: a First Time Customer who has purchased Eligible Products using Affiliate’s unique URL will be tagged with a unique tag to designate that the customer was introduced to Instafarm by Affiliate.

Affiliate Tagged Customer Revenue: the revenue generated by Affiliate Tagged Customers’ purchase of Eligible Products from Instafarm’s website, minus any payments for tax, shipping, or delivery.

Eligible Products: Instafarm growing units and Instafarm micro green tray bundles purchased within 8 quarters of the First Time Customer’s first purchase.

Quarters or Quarterly: The 4 annual periods starting and ending January 1-March 31, April 1-June 30, July 1-September 30, October 1-December 31. Instafarm, at its sole discretion, may choose to make payments more frequently than once per quarter.

3. Program Terms and Conditions:

A. Instafarm will assign to Affiliate a unique URL that Affiliate can use to direct potential customers to purchase Instafarm products from Instafarm’s website. This URL may be updated or replaced by Instafarm from time to time, at Instafarm’s sole discretion. Whenever a First Time Customer uses the Affiliate’s URL to purchase Eligible Products, Instafarm will add that customer as an Affiliate Tagged Customer. For 8 consecutive quarters, beginning with the quarter in which the First Time Customer makes their first purchase of an Eligible Product and becomes an Affiliate Tagged Customer, Instafarm will track the Eligible Purchases of the Affiliate Tagged Customer.

B. Within 30 days of the close of each quarter, Instafarm will send to Affiliate a quarterly report showing the total amount of Affiliate Tagged Customer Revenue, any deductions for tax, shipping, or delivery, and the calculation of the amount due to Affiliate.

C. Affiliate shall receive, on a quarterly basis, a payment equal to 10% of total Affiliate Tagged Customer Revenue, as reported by Instafarm, during the previous quarter. These payments shall be made to Affiliate within 30 days of the close of the quarter (for example: Q1 payments shall be made by April 30th).

D. If a Customer returns an Eligible Product such revenues shall be deducted from the Affiliate Customer Revenue prior to payment. If a Customer returns an Eligible Product after Affiliate has already been paid a commission on the Affiliate Customer Revenue the amount of the return(s) will be deducted from the total Affiliate Customer Revenue calculation in the following quarterly payment(s).

E. Affiliate Tagged Customer Expiration: After 8 consecutive quarters, starting with the first quarter in which a First Time Customer has made an Eligible Purchase, Customer will be removed from the Affiliate Tagged Customer list and any future purchases made by Customer will not be Affiliate Tagged Customer Revenue and no additional payments shall be due to Affiliate on the revenues generated by such Customer.

4. Program Participation and Eligibility:

Eligible Affiliates: The Program is only available for approved Affiliates who have executed this agreement. Instafarm reserves the sole right, at its reasonable discretion, to evaluate each individual or company who applies to become an Affiliate and to approve or disapprove of adding said individual or company as an Affiliate. Furthermore, Instafarm reserves the right to modify, extend or cancel this Program at any time without prior notice. Should the program be modified, extended, or canceled Affiliate will be notified via email at their contact email provided below. Participation in the Program is prohibited where void by applicable law or regulation.

Instafarm reserves the right to void any Affiliate Payment based on the following: (1) ineligibility of any Program participant, (2) fraudulent activation or, (3) if Instafarm, in its sole discretion, finds that Affiliate has violated any of the Program terms and conditions.

5. Contact Information:

Instafarm: 1010 S Lincoln Avenue, Suite 100, Loveland Colorado 80537

Email: info@instafarm.ag

Affiliate

Email address provided during registration.

6. Independent Contractor Status

The Affiliate shall perform its services hereunder as an independent contractor and not as an employee of Instafarm or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that the Affiliate shall have no authority to act for, represent or bind Instafarm.

7. Termination

Either party may terminate this agreement with written notice to the other party. Should either party terminate this agreement any payments for Affiliate Tagged Customer Revenue shall continue until all Affiliate Tagged Customers have expired according to section 3E.

Upon termination, Affiliate shall cease to use the URL provided by Instafarm and shall return to Instafarm any product samples that were provided to Affiliate by Instafarm. Furthermore, sections 4,6, 8, and 9 shall survive termination.

8. Additional Terms and Conditions.

Taxes: Affiliate is responsible for any and all tax liabilities associated with the Program. Additionally, a W9 Form or any other tax forms required by law will be a pre-requisite to Affiliate receiving its first payment.

Void Where Prohibited: This Program is void where prohibited by law.

Confidentiality: Except as contemplated by the terms hereof or as required by applicable law, the Affiliate shall keep confidential all non-public information provided to it by Instafarm and shall not disclose such information to any third party without Instafarm’s prior consent, other than such of its employees and advisors as the Affiliate determines to have a need to know. Affiliate also agrees to keep the Terms and Conditions of this agreement confidential.

Instafarm reserves the right to disqualify someone from the Program if we feel, in our sole discretion, that fraudulent behavior or other unethical conduct has occurred in any way that compromises the fairness the Program in any way. Spam, posting of URLs on coupons sites, unsolicited commercial email, or any form of illegal means of communication is prohibited, and will be grounds for termination of Affiliates participation in this Program. Fraudulent or unethical means of communication such as using bots, fictitious identities, fake emails, or scripts is also prohibited and will result in similar actions by Instafarm with respect to terminating Affiliate’s participation in the Program.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. The parties agree that any action brought by any party against another party in connection with any rights or obligations arising out of this Agreement shall be instituted in a proper federal or state court of competent jurisdiction with jurisdiction only in the State of Colorado. A party to this Agreement named as a defendant in any action brought in connection with this Agreement in any court outside of the State of Colorado shall have the right to have the case dismissed, requiring the other party to refile such action in a proper court in the State of Colorado.