This Affiliate Agreement (the "Agreement") contains the complete terms and conditions between The Andersons, Inc. ("us", "we" or "The Andersons") and you, regarding your application to and participation in the The Andersons Affiliate Program (the "Program") as an affiliate of The Andersons ("you" or "Affiliate"), and the establishment of links from Affiliate's social media accounts to our website, www.andersonshomeandgarden.com ("AHG.com").

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. ELIGIBILITY TO PARTICIPATE IN THE PROGRAM

To participate in the Program, you must be a legal resident living within the fifty (50) United States and at least eighteen (18) years of age.

Neither Party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other Party. Notwithstanding the foregoing, Andersons may assign this Agreement to any parent, subsidiary, or affiliate. Any assignment made in contravention of this Section will be void. This Agreement is binding on the Parties and their respective successors and permitted assigns.

2. DEFINITIONS

"Affiliate" shall mean the individual applying to or participating in the Program by displaying Andersons’ products on the social media accounts owned or controlled by Affiliate, including but not limited to, YouTube, Instagram, Facebook, TikTok, or blog (individually and collectively, "Affiliate's Social Platform"), using an affiliate tracking link (the "Link" defined below) in exchange for receiving a commission fee from  Andersons for sales directly resulting from such display.

"Commission Fees" shall mean the amount Affiliate will be paid for each Qualified Purchase (defined below) by a Referred Customer (defined below) that Affiliate refers to Andersons under the terms of this Agreement.

"Link" shall mean a unique tracking link provided by Andersons to Affiliate for Affiliate's exclusive use and posting on Affiliate's Social Platform in connection with Posts.

"Post" shall mean a post, story, tweet, video, blog, or other mention or presentation on Affiliate’s Social Platform, as applicable, made by Affiliate on Affiliate's Social Platform, showcasing the Product.

"Product" shall mean product available for purchase from AHG.com. Affiliate is solely responsible for acquiring (by purchase, borrow, or otherwise) any such Product.

"Qualified Purchase" shall mean a sale of  Andersons’ Product(s) to a Referred Customer which shall only include a sale of Product to a Referred Customer at its full retail price or subject to a discount code or price reduction applicable to all or a general category of items on AHG.com.

"Referred Customer" shall mean each new customer referred to AHG.com from Affiliate through a Link, that provides valid account and billing information and completes a Qualified Purchase.

3. ENROLLMENT IN THE PROGRAM

(a) To begin the enrollment process, Affiliate must submit a completed Program application through the AHG.com.

(b) Andersons will evaluate Affiliate’s application and notify it in a timely manner if the application is accepted or rejected. Andersons may reject Affiliate's application for any reason, in its sole discretion, including determining that Affiliate's Social Platform is unsuitable for the Program. Unsuitability includes, without limitation, illegal, offensive, infringing content, content that Andersons otherwise deems offensive, or content that violates Andersons Statement of Principles.

(c) Andersons reserves the right to suspend or terminate Affiliate’s participation in Program as an Affiliate and/or deactivate Affiliate’s Link, for any or no reason, with or without cause, at any time in its sole discretion. In the event of any such suspension, termination or deactivation, Affiliate will be notified by Andersons in writing. Andersons further expressly reserves the right to modify, suspend, or terminate the Program, and/or modify its Terms and Conditions, in whole or in part, at any time in its discretion, for any or no reason, and without notice to Affiliate.

4. LINKS

(a) Affiliate shall not modify the Link in any way. Andersons is not responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.

 (b) Affiliate represents, warrants and agrees that it shall abide by all of the foregoing, as well as all applicable laws, rules, and regulations, including the Federal Trade Commission's Endorsement Guides ("FTC Guides"), which require that material connections between advertisers and endorsers be disclosed, as well as the, and other applicable policies of the social media platform used by Affiliate for its Post(s). Andersons reserves the right to withhold Commission Fees and/or deactivate Affiliate’s  Link and/or terminate  Affiliate’s relationship with Andersons if Andersons determines, in its sole discretion, that Affiliate is not in compliance with any of the terms of this Agreement, including but not limited to, your noncompliance with the FTC Guides.

5. ORDER PROCESSING

Andersons will process orders placed by Referred Customers who follow the Link from Affiliate's Social Platform to AHG.com. Andersons reserves the right, to reject orders that do not comply with certain requirements that it may establish from time to time. All aspects of order processing and fulfillment, including Andersons’ cancellation, processing, refunds, customer service, and payment processing, will be Andersons’ responsibility. Andersons will track Qualified Purchases generated by Affiliate’s Affiliate Link, as needed, directly or via a third-party vendor. Andersons will make this information available to Affiliate through the AHG.com. To permit accurate tracking, reporting, and commission accrual, Affiliate must ensure that the Link between Affiliate's Social Platform accounts and AHG.com are properly formatted. Andersons is not be responsible for improperly formatted Links.

6. COMMISSION FEE DETERMINATION; QUALIFIED PURCHASES

(a) Andersons will pay Affiliate a Commission Fee based on the number of Qualified Purchases generated by the Link on Affiliate's Social Platform.

(b) The Commission Fee amount and structure shall be determined by the method of payment selected by Affiliate in its Program application. If Affiliate selected payment through PayPal, the Commission Fee shall be show in affiliates offer for each Qualified Purchase, unless otherwise agreed between the parties in writing.

(c) A "Qualified Purchase" will not include: (i) a purchase that was completed prior to the Affiliate joining the Program or was not tracked properly through an Affiliate Link; (ii) a purchase that Andersons suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement; or (iii) a purchase made by Affiliate through its own Affiliate Link.

(d) Andersons reserves the right to withhold payment of Commission Fees to an Affiliate whose commissions may be potentially fraudulent as determined by Andersons, in its sole discretion. Andersons reserves the right to assess the legitimacy of Referred Customers and their purchases.

(e) Andersons reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if Andersons suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Andersons reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable or cancelled purchases.

(f) Andersons reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a "Qualified Purchase."

(g) Any attempt by Affiliate to manipulate, falsify, or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Andersons or any violation of the terms of this Agreement constitutes immediate grounds for termination of your participation in the Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

Andersons may gift Product to Affiliate as determined in its sole discretion.

 7. ACCRUAL AND PAYMENT OF COMMISSION FEES

(a) Commission Fees for the month prior will be paid to Affiliates by the 10th of the month following.

(b) Payment of Commission Fees will be made to Affiliates through PayPal. Andersons is not responsible for paying any third-party fees charged by PayPal for Affiliates receipt of Commission Fees.

(c) Andersons reserves the right to change or modify the available commission payment methods or payment schedule at any time. Affiliates will be notified of any such changes, which shall take effect when posted on the AHG.com.

(d) Affiliate acknowledges and agrees that Andersons may fulfill its payment obligations under this Agreement through a third-party service or vendor.

(e) Andersons does not make any guarantee of a minimum amount of Qualified Purchases or that Affiliate will earn any amount of Commission Fee under this Agreement.

(f) Affiliate must provide complete W-9 tax form to [email protected] prior to receiving payment.

8. REPORTS OF QUALIFIED PURCHASES

Affiliate may log into affiliate dashboard to review click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases and, as such, Commission Fees may not be issued for all Referred Customers that appear in the affiliate dashboard. All potential qualified purchases will be reviewed at the end of the month. In the event that Affiliate disputes a Qualified Purchase and/or Commission Fee, Affiliate must file a written report of such dispute with Andersons by email within ten (10) days after the subject Commission Fee is made and/or would otherwise have been due. Affiliate's failure to timely file a dispute shall result in forfeiture of Affiliate's right to dispute the subject Commission Fee.

9. POLICIES AND PRICING

Referred Customers who buy products through the Program will be deemed to be customers of Andersons. Accordingly, all AHG.com terms, policies, and procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions at AHG.com. Andersons may change its terms, policies, and procedures at any time consistent with applicable laws. Andersons will use commercially reasonable efforts to present current and accurate information, but Andersons cannot guarantee the availability or price of any particular product.

10. LIMITED LICENSE FOR USE OF ANDERSONS LOGOS/TRADEMARKS

Andersons grants to Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Links, to access AHG.com through the Links and to use Andersons’ trademarks and logos in accordance with the terms of this Agreement, and only during the Term of this Agreement.

11. OWNERSHIP

Andersons shall own all right, title, and interest, including all intellectual property rights, in and to AHG.com, the Program and the Links. For the purposes of this Agreement, "Intellectual Property Rights" means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract, and licensing rights, goodwill, and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

12. LICENSE TO USE OF POSTS AND AFFILIATE'S IMAGE

Andersons agrees you shall retain ownership rights to Affiliate’s Posts and it hereby grant Andersons the perpetual, worldwide, royalty-free right and license to publish, copy, re-post, link to, or otherwise use Affiliate’s Posts, Social Platform handle, name, and image and likeness, as depicted in a Post, in whole or in part, for any purposes in our discretion, in any and all mediums, without limitation, additional compensation, notice, review, or approval.

13. RESPONSIBILITY FOR AFFILIATE'S SOCIAL PLATFORM

Affiliate is solely responsible for all content that appears on Affiliate's Social Platform. Such responsibility includes, without limitation: (i) the accuracy, timeliness, and appropriateness of content posted on or to Affiliate's Social Platform; (ii) ensuring that posted materials do not violate or infringe upon the rights of any third party; and (iii) ensuring that posted content is not libelous or otherwise illegal.

14. INDEMNITY

Affiliate shall defend, indemnify, and hold Andersons, its subsidiaries, any related entities, and its officers, directors, and employees harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to Affiliate's breach of this Agreement or gross negligence.

15. TERM AND TERMINATION

(a) The term of this Agreement will begin upon Andersons’ acceptance of Affiliate's application into the Program and will end when terminated by either party (the "Term") by written correspondence. Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice by email.

(b) Andersons expressly reserves all rights to terminate the Program, in whole or in part, at any time for any or no reason, as determined in its sole discretion, by giving Affiliate written notice.

(c) Affiliate is only eligible to earn Commission Fees on Qualified Purchases occurring during the Term (including all steps required for a transaction to be a Qualified Purchase under this Agreement. If an overpayment is made by Andersons, Affiliate agrees to immediately remit such excess payment upon notification by Andersons. Andersons may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in this Agreement and Sections 12, 13, 15 and 18 through 22, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or
by their nature should, survive.

16. MODIFICATION

Andersons may amend this Agreement at any time; provided that the change solely applies to events occurring after the date on which Affiliate accepts and agrees to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on AHG.com. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Program rules. If any modification is unacceptable to Affiliate Affiliate’s only recourse is to terminate this Agreement, in which event Affiliate  shall be entitled to  rights under the unamended Agreement prior to the date of the amendment. Affiliate’s continued participation in the Program following Andersons posting of any modification on its website will constitute binding acceptance of the change.

17. INDEPENDENT CONTRACTOR RELATIONSHIP

For purposes of this Agreement, Affiliate will not be considered an agent, employee or representative of Andersons and shall remain in all respects an independent contractor. Affiliate has no authority to make or accept any offers or representations on Andersons’ behalf. Affiliate has no authority to act for or on behalf of Andersons or to bind Andersons in any way.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AFFILIATE  UNDERSTANDS AND AGREES THAT ANDERSONS SHALL NOT BE LIABLE TO AFFILIATEFOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR AFFILIATE’S  PARTICIPATION IN OR INABILTIY TO PARTICIPATE IN THE PROGRAM (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY), EVEN IF ANDERSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ANDERSONS TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

19. DISCLAIMER OF WARRANTY

THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND. ANDERSONS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OFA COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, ANDERSONS MAKES AND GIVES NO WARRANTY (i) THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT AFFILIATE’S  OWN DISCRETION AND RISK, AND AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO AFFILIATE’S  COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. ANDERSONS FURTHER MAKES NO REPRESENTATION THAT THE OPERATION OF THE AHG.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANDERSONSWILL NOT BE LIABLE FOR ANY SUCH INTERRUPTIONS OR ERRORS.

20.  CONFIDENTIALITY

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Andersons pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.

22. MISCELLANEOUS

(a) Any notice provided for or permitted under this Agreement will be treated as having been given when sent by email at the address set forth on Affiliate's application, in the case of Affiliate, and the email address set forth below for Andersons. This provision shall not apply to Section 17, "Modifications."

Email: [email protected]

(b) If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not impair, affect or render invalid or unenforceable any other provision of this Agreement, and such invalid or unenforceable provision shall be replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provisions.

(C)  Governing Law. This Agreement and any related issues shall be governed shall be construed and governed by the laws of the State of Ohio. Venue shall be in any court of competent jurisdiction in Lucas County, Ohio.