LAWNIFI™ AFFILIATE AGREEMENT

PLEASE READ THIS ENTIRE “AGREEMENT.”

YOU MAY PRINT A COPY FOR YOUR RECORDS.

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND SOD SOLUTIONS, INC.

BY REGISTERING TO PARTICIPATE IN OUR LAWNIFI AFFILIATE PROGRAM, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

THIS AGREEMENT REQUIRES THE RESOLUTION OF DISPUTES BY BINDING ARBITRATION IN CHARLESTON, SOUTH CAROLINA AT THE OPTION OF SOD SOLUTIONS, INC.

 

  1. Your Eligibility

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in our affiliate program for Lawnifi lawn products (“Affiliate Program”), and your entering into this Agreement is a pre-condition to participation in our Affiliate Program. Throughout this Agreement, “we,” “us,” “our” and “Sod Solutions” refer to Sod Solutions, Inc., and “you,” “your,” and “yours” refer to you, as an affiliate. If you are an individual, in order to be eligible to participate in the Affiliate Program, you represent and warrant that you are a legal resident of the United States 21 years old or older. If you are representing an entity under the Affiliate Program, you represent and warrant that you are a legal resident of the United States 21 years old or older, that you are authorized on behalf of the entity to agree to this Agreement, and that your entry into this Agreement is legally binding on the entity you represent.

 

  1. Other Terms and Conditions

This Agreement incorporates our then-current Terms of Use and Privacy Policy for www.lawnifi.com in the event that you interact with us via this website in connection with the Affiliate Program. The current Terms of Use and Privacy Policy are available on the website itself.

 

  1. How Affiliate Program Works; Minimum Requirements

3.1 Subject to your compliance with the terms and conditions of this Agreement, you are eligible to receive $2 per unit from the purchase of Eligible Products by each new buyer you refer, and $1 per unit from the subsequent purchase of Eligible Products by the same buyer. A “new buyer” is someone who has not purchased through www.lawnifi.com previously based on our records. “Same buyer” means anyone in the same household, or representing the same business or company, as determined by contact information in our records. So for example, if a husband and wife each separately make purchases, they would be considered the same buyer. “Eligible Products” means any lawn care product authorized for sale by Sod Solutions under the Lawnifi brand at the time of the sale. A “unit” means each separate Eligible Product purchased without reference to size. Products sold as a bundle count as one (1) unit. In the event of any question or dispute regarding sales eligible for commissions under the Affiliate Program, or how the commissions were calculated, Sod Solutions’ decisions shall be final and binding. All amounts shown under this Agreement are in United States dollars.

3.2 Commissions will be paid by check, or direct deposit, as we determine, issued within 90 days following the end of each calendar quarter in which the commissions accrued, subject to a $100 minimum disbursement threshold and a minimum referral requirement. Earned commissions below the $100 minimum disbursement threshold will continue to roll over on a quarterly basis and will be payable following the end of the calendar quarter when the commissions earned equal or surpass $100 subject to the minimum referral requirement. The minimum referral requirement is that you are required to refer at least one (1) or more new buyers every twelve (12) months. By way of example, accrued commissions will be held until you accrue at least $100 in commissions, provided that, if such commissions only equal or exceed $100 in a 12-month period when you did not refer any new buyers, your participation in the Affiliate Program will automatically terminate following the 12-month period of inactivity and while we will pay the accrued commissions to you that equaled or exceeded $100, no further commission shall be or payable. Subject to the $100 minimum disbursement threshold and the minimum referral requirement, there is presently no limit on the amount of commissions you could earn from a single new buyer you refer who makes multiple purchases over time.

 

  1. Affiliate Obligations

4.1. To enroll in this program, you are required to complete and submit to us, online or as we may otherwise direct from time to time, a registration application, which we may approve or decline in our sole discretion.

4.2. You may advertise your participation in this Affiliate Program and Lawnifi products solely by using such advertisements (e.g., banner ads, brochures, etc.), as we make available from time to time to members of this Affiliate Program, which may include tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits to our site, you must use the HTML code that we provide for each banner, text link, or other affiliate link we make available. Any other advertising of this program or Lawnifi products – not supplied by or on our behalf – is subject to our prior written approval, prior to distribution, in each instance.

4.3. We grant to you a non-exclusive, non-transferable, revocable right to (i) access www.lawnifi.com through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of this Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Sod Solutions and the good will associated therewith will inure to the sole benefit of Sod Solutions.

4.4. If you advertise your participation in this Affiliate Program, you must also conspicuously disclose: “Proud Member of the Lawnifi Affiliate Program. I may receive a payment from Sod Solutions, Inc. for referring their Lawnifi products.”

4.5. Your participation in this Affiliate Program is an endorsement of Lawnifi products. You should immediately inform us and suspend your participation in this Affiliate Program if at any time you doubt the quality of such products or feel that you can no longer recommend them in good conscience.

4.6. IN NO EVENT ARE YOU PERMITTED TO, AND YOU SHALL NOT, MAKE ANY REPRESENTATION, WARRANTY, OR CLAIM ABOUT A LAWNIFI PRODUCT INCONSISTENT WITH SOD SOLUTIONS’ PUBLISHED INFORMATION REGARDING THE PRODUCT. DOING SO IS GROUNDS FOR IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THIS AFFILIATE PROGRAM.

4.7. You are not authorized to use the Lawnifi brand or any other Sod Solutions brand or logo as part of a website name (i.e., URL), a social media handle, or telephone number.

4.8. We reserve the right, at any time, to review your placement and approve the use of your advertising in connection with this Affiliate Program and require that you change the placement or use to comply with the guidelines provided to you.

4.9. It is entirely your responsibility to follow all applicable intellectual property and other laws in your participation in this Affiliate Program.

4.10. You are also required to comply with the promotion restrictions in Section 5 below.

 

  1. Promotion Restrictions

5.1. You are free to promote your own web sites, but naturally any promotion that mentions Sod Solutions or our products could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Sod Solutions. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name and our brands. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to your customers to promote Sod Solutions’ products so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote this program so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Sod Solutions and make the disclosure required under Section 4.4 above.

If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

5.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as sodsolutions.com, lawnifi.com, sodsolutions, lawnifi, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

 

  1. Sod Solutions Rights and Obligations

6.1. Sod Solutions reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without prior notice if you breach the terms of this Agreement or should you commit fraud or should your participation reflect negatively on us, our brands, or any of our products. Sod Solutions shall not be liable to you for any commissions on fraudulent sales, or commissions that do not conform to the requirements for payment of commissions in this Agreement.

6.2. We have the right, but no obligation, to monitor your advertising in connection with this Affiliate Program at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes that we feel should be made. If you do not make the changes to that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.

6.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue in effect until terminated as set forth below.

 

  1. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you and following your inactivity over any 12-month period (meaning that no new buyers were referred in any 12-month period).

 

  1. Modifications

We may modify our products, the Affiliate Program and any of the terms and conditions in this Agreement at any time at our sole discretion. Changes to this Agreement will be effective upon posting an updated version of this Agreement at www.lawnifi.com. We may also notify you of any changes by email at your last known email address on file with us. It is your responsibility to keep your contact information with us current. We are not responsible for payments or notifications not received by you because your contact information is no longer current. Modifications to this Agreement may include, but are not limited to, changes in the payment procedures and the Affiliate Program terms. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program following the posting of the updated Agreement on our site will indicate your agreement and deemed consent to the changes to this Agreement.

 

  1. Payment; Tax Matters

Payments under the Affiliate Program are described in Section 3, and are also subject to the terms of this Section 9. The relationship between you and Sod Solutions is solely that of independent contractors. You are not an employee of Sod Solutions. We will not withhold from any commissions paid to you any federal, state or local income taxes, which may be due to a taxing authority on such commissions. And you have no right to participate in any employee benefit programs of Sod Solutions, such as health insurance. We reserve the right to request, as a condition to payment of commissions to you, to receive a signed IRS Form W-9 (Request for Taxpayer Identification) from you (or such other successor form as the IRS makes available). We, or our payment processor, if applicable, will report any commissions earned to the IRS if and as required by law. You may wish to consult with your tax adviser should you have any tax questions.

 

  1. Access to Affiliate Account Interface

You may be required or permitted to create an account online so that you may enter an online portal showing the details of your participation in this Affiliate Program, if and as we may make such feature available. Our records are final and binding of any commissions earned. If you create such an account, you are required to maintain your user name and password in confidence and shall be responsible for any use or misuse of your account by you or anyone else gaining access with your log-in credentials.

 

  1. Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THIS PROGRAM, OUR WEBSITE OR OUR PRODUCTS TO YOU, AND WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT YOU MAY ACHIEVE ANY PARTICULAR LEVEL OF COMMISSIONS.

 

  1. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

 

  1. Indemnification

You hereby agree to indemnify, defend and hold harmless us and our affiliates, and the respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any breach of a representation or warranty, misrepresentation or breach of a covenant by you under this Agreement, or (ii) any advertising by you in connection with this Affiliate Program otherwise than as authorized under this Agreement.

 

  1. Miscellaneous

14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, in any manner, that reasonably would contradict anything in this Section.

14.2. You may not assign this Agreement. If you are acquired or sell your business, the successor needs to reapply to participate in this Affiliate Program.

14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of South Carolina without regard to the conflicts of laws and principles thereof.

14.4. You may not amend this Agreement without our prior written consent.

14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written regarding the Affiliate Program.

14.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

14.7. In our sole discretion and option, all claims or disputes arising in connection with this Agreement shall be submitted for final, binding arbitration in Charleston, South Carolina in under the then-current Commercial Arbitration Rules of the American Arbitration Association, and you hereby waive the right to a trial by jury to resolve disputes. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to any other arbitration proceeding, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Nothing contained in this Agreement shall prevent us from applying to or obtaining from any court having jurisdiction, without bond, a writ of attachment, temporary injunction, preliminary injunction and/or other emergency relief available to safeguard and protect our interests prior to the filing of any arbitration conducted under this Agreement.