TERMS AND CONDITIONS

AFFILIATE MARKETER AGREEMENT

This Affiliate Marketer Agreement is hereby entered into on behalf of any human or entity who sell GrowBot products using an “affiliate link” (referred to in this Agreement as “Affiliate”), and Garden Island Robotics, Inc (referred to in this Agreement as “Company”).

This agreement shall govern all affiliate sales by any person or entity outside of Garden Island Robotics, Inc who signs up for an affiliate link (an “Affiliate Code”) on the GrowBot website.

BY USING ANY “AFFILIATE CODE” SENT TO YOU BY COMPANY, YOU ARE EXPRESSLY STATING THAT YOU HAVE FULLY READ AND ACCEPTED AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS:

1. Company currently uses WP Affiliate Manager to track affiliate sales.
2. Anyone who signs up on our website with WP Affiliate Manager will be assigned a unique “Affiliate Code”. However nobody shall officially become an Affiliate (or entitled to compensation under this Affiliate Marketer Agreement) unless Garden Island Robotics, Inc expressly acknowledges and agrees to your participation. The automatically generated “thank you” email sent upon completion of the online form shall not constitute consent to your participation by Garden Island Robotics, Inc.
3. Parties expressly agree to rely on WP Affiliate Manager for affiliate tracking. Company has no liability for any disruption or failure of WP Affiliate Manager services, including failure to track use of Affiliate Code. Parties expressly agree to be bound by the terms and conditions and limits of the WP Affiliate Manager system, for more information see https://wpaffiliatemanager.com
4. It is expressly agreed that Company reserves the right to switch from WP Affiliate Manager to another affiliate tracking software at any time, at Company’s complete discretion. (In the event Company changes affiliate tracking software, this Agreement shall be read to replace the name of the new software/service/company in all the places where “WP Affiliate Manager” is currently named as the affiliate tracking software herein.) Company’s sole responsibility in such instance will be to send Affiliate an updated Affiliate Code for the new software, if necessary.
5. Affiliate commissions shall be 10% of the purchase price paid by any new purchaser who pays full price for a GrowBot. This commission applies to each new purchaser’s first purchase within the GrowBot system. There shall be no ongoing commitment to Affiliate that arises when purchasers continue an ongoing relationship with Garden Island Robotics Inc.
6. It is expressly agreed that cookies expire after 365 days, and that cookies are also eliminated if a user clears the cache on their web browser.Company has no way of tracking a referral after a cookie is expired or cache is cleared. Affiliate understands and agrees and accepts the risk that sales they make will not be tracked due to limitations of tracking software, and Company is not liable for sales that are not tracked by the WP Affiliate Manager system.
7. It is expressly agreed that Affiliates are not employees of the company and shall receive no salary, no benefits and no ownership interest in the company whatsoever. This agreement does NOT constitute a partnership, joint venture, agency, franchise, “sales representative relationship”, or “employment relationship” of any kind, You are expressly precluded from misrepresenting your relationship with Company or from holding yourself out as a Company employee or partner, and you are expressly precluded from making any offers or representations or statements on behalf of Company. You expressly agree to defend and hold Company harmless for any claims or lawsuits arising arising from your communications in violation of this section.
8. It is expressly agreed that Company has the sole discretion to set (and change) the price of all items sold and to decide what merchandise to sell and what to include in sales offers.
9. Company has the sole discretion to change sales offers at any time. Company has the sole discretion to change terms and conditions, warranty, refund and cancellation policies at any time, without notice to Affiliate (except that such policy shall be posted on the Company website.)
10. Affiliate may display Garden Island Robotics Inc products on their website, but Company shall have no liability in the event Company changes offers (making them inconsistent with Affiliate’s website). Company expressly disclaims all liability for outdated prices and offer terms listed on Affiliate’s materials. Affiliate has the express duty to stay current on Company’s price offerings via Company website.
11. Company has the right to end this Affiliate Agreement at any time and for any reason. In the event of such cancelation, Company’s only liability shall be to pay any outstanding monies owed to Affiliate from commissions for sales tracked by the current Affiliate software used by Company.
12. By entering into this agreement Affiliate understands that Company assumes NO liability whatsoever, other than to pay sales commission for affiliate referrals earned. Unless otherwise agreed in writing, any Affiliate commission earned shall be in the form of credit that can be spent in the MyGrowbot.com store and covers products, taxes and shipping fee.
13. For a sale to be eligible to earn a referral fee, the purchaser must click-through Affiliate’s Affiliate Code and complete an order for a product. Affiliates earn referral fees only with respect to sales occurring directly through the unique Affiliate Code. Parties agree that Company shall not be liable to pay any affiliate sums unless the sale is directly confirmed, proved and tracked by WP Affiliate Manager software. Garden Island Robotics, Inc. shall not be liable to any Affiliate with respect to any failure by a purchaser to use the Affiliate Code upon purchase (nor shall Garden Island Robotics Inc. be liable to to any Affiliate with respect to any incorrect typing of the Affiliate Code.) By entering into this agreement Affiliate recognizes and accepts the risk that improper entering of the Affiliate Code may result in a reduction of amounts that would otherwise be owed to Affiliate pursuant to this Agreement.
14. No payment shall be released to Affiliate until 60 days after GrowBot is received by customer, allowing for the full 60-day guarantee time period. In the event any sales result in a refund or cancelation, no compensation shall be owed by Company to Affiliate for that purchase order.
15. Affiliate understands that the customer refunds shall exclude the cost of shipping merchandise to customer. As such, funds credited to customers for returned merchandise will be less than funds paid by customer at time of purchase (because part of the purchase price goes to shipping the merchandise, and the cost of shipping is non-refundable.)
16. Company has the right to modify Affiliate’s commission rate at any time (and email notice by Company to the email address entered to create the Affiliate Code shall be deemed sufficient to modify this contract.) Changing the Affiliate’s rate of commission may be necessary to ensure that sales revenues cover the entire cost to Company of manufacturing and transporting and supporting each unit.
17. By entering into this agreement you expressly agree that this agreement does not violate any prior agreement between you and a third party. By entering into this agreement you expressly agree that materials posted on your site are not libelous or otherwise illegal and that all materials will be true and accurate and shall never violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights.) By entering into this agreement you expressly agree that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable. You expressly hold Company harmless to the extent that failure to fully comply with these provisions gives rise to liability to others (including, without limitation, legal fees for defense.)
18. Company reserves the right, in its sole discretion, to disqualify Affiliate commissions earned through fraudulent, illegal, or for any behavior Company deems to be overly aggressive, or dishonest or questionable sales or marketing methods.
19. By entering into this agreement and making affiliate sales for Garden Island Robotics Inc (doing business as GrowBot) you expressly release Company and hold Company harmless from all claims, disputes and liability. No duties owed to customers or purchasers shall be implied to be extended by Company to any Affiliate. All implied duties and liabilities are expressly waived by Affiliate. Affiliate expressly waives any claims to incidental damages. By entering into this agreement you understand that Company assumes NO liability whatsoever, other than to pay your sales commission for affiliate referrals you have earned, as tracked by WP Affiliate Manager affiliate software.
20. LIMITATIONS OF LIABILITY
• Company shall not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, even if Company was advised of the possibility of such damages. Company’s aggregate liability arising with respect to this Agreement and the Program shall not exceed the total referral fees paid or payable to Affiliate under this Agreement.
• Company makes no express or implied warranties or representations with respect to this Agreement or any products sold through this Agreement (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). Company makes no representation that the operation of the goods sold by Company will be uninterrupted or error-free, and Company shall not be liable for the consequences of any interruptions or errors.
• Any dispute as to accounting for any period of time must be raised within 60 days of payment of funds by Company, accounting for said period. Company shall not be liable for any inaccuracies in accounting that are not brought to Company’s attention IN WRITING, within 60 days of payment of funds by Company for said disputed period of time. Live totals are available for Affiliate to review on Company’s website at any time, and Company encourages Affiliate to check regularly to stay up-to-date on Company’s accounting figures
21. Affiliate expressly agrees to fully comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority having jurisdiction over Affiliate (whether those mandates are now in effect or later come into effect during Affiliate’s relationship with Company). Affiliate also expressly agrees to fully comply with all applicable laws (federal, state and international) that govern email marketing, online privacy, tracking, anti-spam, and any other similar, tangential or relevant mandate having jurisdiction.
22. Company can terminate this agreement at any time, upon email notice to Affiliate. Thereafter the Affiliate Code associated with Affiliate’s account shall be deactivated, and Company’s sole liability shall be to paid funds rightfully owed from sales completed prior to termination. If Company terminates this agreement Affiliate must immediately cease holding itself out as an affiliate of Garden Island Robotics, Inc.
23. No act or omission by Company shall be deemed a waiver by Company of any of Company’s rights under this agreement.
24. If any portion of this agreement is deemed unenforceable, that portion shall be stricken from this Agreement, and all remaining portions shall remain unchanged, and the Agreement is to be read and interpreted as if the unenforceable portion had never existed.
25. By using your Affiliate Link to promote the sales of Garden Island Robotics Inc merchandise you are indicating you have fully read and accepted the entire contents of this Affiliate Agreement.
26. This Agreement shall be governed by the State of New York, without reference to rules governing choice of laws. All lawsuits brought against Company pursuant to this agreement shall be in the City of New York, New York County. Parties agree to binding arbitration. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

We look forward to a long and abundant relationship together.