AFFILIATE AGREEMENT

This Affiliate Agreement (the "Agreement") is made and entered into by and between Hexagro Urban Farming SRL SB, a company incorporated under the laws of Italy, VAT number IT09712390963, with its registered office at Via Colonnetta 5, Milano 20122, Italy (hereinafter referred to as the "Company"), and the party set forth in the related Registration (hereinafter referred to as the "Affiliate").

1. Affiliate Rights and Obligations

1. The Affiliate shall adhere to the guidelines, instructions, and promotional methods provided by the Company, and ensure compliance with the terms and conditions of this Agreement at all times.

2. The Affiliate shall ensure that the promotional content does not include any information that may be construed as defamatory, misleading, or false. Any misuse of the Company's promotional content will be grounds for immediate termination of this Agreement.

3. The Affiliate must at all times clearly represent themselves and their websites as independent from the Company.

4. The Affiliate is prohibited from using unsolicited commercial email (UCE), posting to non-commercial newsgroups, or advertising in any way that effectively conceals or misrepresents their identity, domain name, or return email address.

5. The Affiliate may use mailings to customers to promote the Company, provided the recipient is already a customer or subscriber of their services or website and has the option to remove themselves from future mailings.

6. The Affiliate must not share and/or post their unique tracking link on the Company's public channels.

7. Direct traffic sent to the Affiliate's tracking link via Pay-Per-Click (PPC) campaigns is prohibited. Redirecting traffic to the Company's sites is also considered direct traffic.

8. The Affiliate is prohibited from any illegal use of the Company's trademark, including acting in the name of the Company, opening or operating any social media account, portal, or website using the Company's name, logo, or trademark, or adding the Company's links to any inappropriate or offensive websites.

9. The Affiliate is prohibited from transmitting any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers.

2. Company Rights and Obligations

1. The Company has the right to monitor the Affiliate's activities at any time to determine compliance with the terms and conditions of this Agreement.

2. The Company reserves the right to enter into or terminate service agreements with any customers referred by the Affiliate, under its own discretion. The Company also reserves the right to reverse orders due to cancellations, duplicate tracking, returns, disputed charges, and program violations.

3. Term and Termination

1. This Agreement shall take effect upon acceptance thereof and shall remain in effect for an unspecified term.

2. Either party may terminate this Agreement AT ANY TIME, with or without cause, by providing the other party written notice. In the event of any violations stipulated in this Agreement, the Company reserves the right to terminate this Agreement with immediate effect.

3. Upon termination, the Company has the right to delete the Affiliate's account.

4. Modification

1. The Company reserves the right to update and change the Terms of Service from time to time without notice. Continued use of the Program after any such changes shall constitute the Affiliate's consent to such changes.

5. Commission and Payments

1. The Company shall pay the Affiliate a commission for each customer directed to our website via the Affiliate's unique tracking link and enters into a service agreement with the Company, as long as no stipulations in clause 5.3 preclude payment of the commission.

2. The Affiliate's commission will be 10% of the profit earned by the Company from the referred customer within the 1st year from the signup.

3. The Affiliate will not receive a commission if any of the conditions outlined in this clause are met:

1. the person directed via your tracking link is already a Hexagro customer;

2. the person directed via your tracking link has already participated in the Hexagro Affiliate Program;

3. you yourself signed up as a Hexagro customer using your own Affiliate Program tracking link;

4. Hexagro decides to terminate the services agreement with a customer directed to our website by using your unique tracking link for any reason before expiry of the 1st year from the sign-up;

5. if Hexagro is entitled to refuse to make the payment on any other ground expressly stipulated in this Agreement.

4. The Company will handle all payments via Amazon gift cards. The minimum payout sum per month is 50€.

5. The Affiliate is fully responsible for any taxes and charges due on the commissions paid under this Agreement, except for VAT where applicable.

6. Limitations of Liability and Indemnification

1. The Affiliate dashboard and content, or features made available in conjunction with this Agreement are provided “as is” and “as available” without any warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties. The Company does not provide any guarantees to the Affiliate regarding the Affiliate dashboard. In particular, the Company shall not be responsible for the following:

1. Any interruption, discontinuance, suspension, or other types of unavailability of the Affiliate dashboard;

2. Any interruption or cessation of transmission to or from the Affiliate dashboard;

3. Any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through Affiliate dashboard;

4. Deletion of, corruption of, or failure to store any content or data;

5. The incompatibility of technologies used for accessing the Affiliate dashboard.

7. Cookie

1. Company uses a cookie to track people who have clicked on your link, so they need to be using cookies for us to track them.

2. If a person doesn't allow cookies or clears their cookies then we can't track them so can't pay earnings on that person's activity.

3. Cookies day is stated in the Affiliate registration form. The tracking day will start from the time a customer clicks on the affiliate’s link or use the coupon. Within the cookie time, every order made by this customer at merchant website will automatically result in commissions to the affiliate (There’s no need for the customer to click on the affiliate link then).

8. Removal from Referral Program

1. If an affiliate wishes to be removed from the affiliate program, they can do so by contacting: hello@hexagro.io

9. Confidentiality

1. During the term of this Agreement, the Affiliate may gain access to certain non-public and confidential information. The Affiliate agrees not to disclose or distribute any such confidential information.

2. The Affiliate acknowledges and agrees that any and all information related to the Company's customers and terms of calculation and payment of service fees is strictly confidential.

This Agreement is accepted by the Company and the Affiliate as of the date first above written.

Go forward and refer!

We appreciate your attention to the details of this crucial document. We wish you success in your endeavors. You may review these Affiliate Program terms and conditions at any time. Should you have any questions, please contact hello@hexagro.io for support.

This Privacy Policy of UpPromote about Affiliate Marketing system describes how we may collect and use personal data and the rights granted to merchants, affiliates and customers regarding their respective data.

By joining the Affiliate program, you signify your approval of the terms set out in this Privacy Policy, and other terms and conditions. If you do not agree to this Privacy Policy, you must not use the affiliate marketing system.

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy.

Personal Information Controller

Any personal information provided to or gathered by UpPromote under this Privacy Notice will be stored and controlled by UpPromote (the data controller).

Information collected from Merchants

When merchant uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, shop information (shop domain, shop currency, shop address …). We collect this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact us, provide you with advertising and marketing activities.

Information collected from Affiliates

When an Affiliate signs up to join a program, we collect some information to inform merchants such as email, personal information, payment details and social network information,...The information would help merchant evaluate affiliate background and potential, along with process specific activities within the app and contact affiliate if needed.

Information collected from Customers when visiting merchant website

In order to track referral order, when customers visit merchant website and make a purchase, UpPromote system will collect information of order such as total order, order items, order ID,....

About Cookies

“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier.

Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server.

For more information about cookies, including how to disable them, visit allaboutcookies.org.

Because cookies allow you to take advantage of some of Affiliate marketing system’s essential features, we recommend that you leave them turned on.

Information sharing

Ensuring your privacy is important to us. We do not share your personal information with third parties except as described in this privacy policy. We may share your personal information with third-party service providers who we employ to process specific functions; examples include providing email marketing activity, analyzing data and other marketing support,... Third-party service providers have access to personal information only as needed to perform their functions and they must process the personal information in accordance with this Privacy Policy.

We may also disclose your personal information to any third party with your prior consent.

Use of UpPromote app by Children

UpPromote is not intended for children. If you are under 13, you may use the affiliate marketing system only with the supervision of your parent or guardian.

Your Rights

UpPromote understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these right, please contact us through hello@hexagro.io. We may require that you provide us with acceptable verification of your identity before providing access to such information.

If you are an affiliate and wish to exercise these rights, please contact the merchant you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond.

Contact information

If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at hello@hexagro.io