AMBASSADOR PROGRAM AGREEMENT - JULY 2014


THE HONEST KITCHEN AMBASSADOR PROGRAM AGREEMENT - JULY 2014

Upon choosing ACCEPT, you agree to the terms of this contract between you (“Ambassador”) and THE HONEST KITCHEN, INC., (“THK”) a Delaware corporation and its successors or assignees with its principal place of business at 111 14th Street, San Diego, CA 92101.

THK is launching an Ambassador Program ("Ambassador Program") to increase brand awareness and drive trial of its products. Under the Ambassador Program, the Ambassador will be assigned a unique code (“Program Coupons”). When this unique code is entered on THK’s Ambassador Program webpage by an individual, it will be deemed a sample conversion (“Sample Conversion”), and the individual entering the code will be sent a sample of THK products. The sample of products send to the individual entering the code is determined exclusively by THK.

1. SAMPLE CONVERSION CRITERIA
Ambassador shall not promote any Sample Conversion that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames.

Mass distribution of Program Coupons are not allowed. You may not place Program Coupons on/in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, or on coupon sharing sites, such as retailmenot.com, coupons.com, tjoos.com, petcouponsavings.com, and any others.

Ambassador will not be compensated for Sample Conversions where the Ambassador is the individual entering the code. Multiple Sample Conversions from the same individual, entity or IP address may be considered fraudulent and will not be compensated.

Such activities are considered fraudulent and will result in a termination of status, and fraudulent conversions will not be compensated.

2. COMPENSATION.
a. Reward Points. THK will pay Ambassador in Reward Points, depending on the Ambassador Tier, for each Sample Conversion that is redeemed using the Ambassador’s unique code (“Reward Point Payouts”). Any Reward Point Payouts will be applied immediately to the Ambassadors online account on www.thehonestkitchen.com. Points will expire after three years. The amount of the Reward Point Payouts may change at any time at THK’s sole discretion.
b. Ambassador Tiers.

LEVEL 1
NEW AMBASSADOR No Bonus Points 100 points per referral

LEVEL 2
AFTER 10 REFERRALS (in calendar year) 1000 bonus reward points*
125 points per referral

LEVEL 3
AFTER 26 REFERRALS (in calendar year) 2000 bonus reward points*
150 points per referral

LEVEL 4
AFTER 51 REFERRALS (in calendar year) 4000 bonus reward points*
175 points per referral

*Tiers are based on the number of referrals in 12 months.

c. Reimbursement. Ambassador will not be reimbursed for any expenses incurred in connection with the performance of services under this Agreement.
d. Changes to Program. The Honest Kitchen reserves the right to change or terminate this program at any time, including but not limited to, a change of any Reward Point Payouts amount or a change in the frequency of Reward Point Payouts processed.

3. DATA OWNERSHIP.
All information provided during a Sample Conversion will be sole and exclusive property of THK, and this information will not be made available to Ambassador.

4. TERMINATION.
a. Termination by THK. THK may terminate this Agreement at its convenience and without any breach by Ambassador.
b. Termination by Ambassador. Ambassador may terminate this Agreement at any time.
c. Return of THK Property. Upon termination of the Agreement or earlier as requested by THK, Ambassador agrees to deliver any and all supplies, including but not limited to, samples, literature and coupons, provided by THK.

5. GENERAL PROVISIONS.
a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California as applied to transactions taking place wholly within California between California residents. Ambassador hereby expressly consents to the personal jurisdiction of the state and federal courts located in San Diego, California for any lawsuit filed there against Ambassador by THK arising from or related to this Agreement.
b. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
c. No Assignment. This Agreement may not be assigned by Ambassador without THK’s consent, and any such attempted assignment shall be void and of no effect.
d. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between THK and Ambassador. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The terms of this Agreement will govern all Project Assignments and services undertaken by Ambassador for THK.