Introduction
These Ambassador Terms and Conditions (“Terms”) govern your participation in the Nomad Layer Ambassador Program (the “Program”) operated by Nomad Layer Co., registered in Próspera (“Nomad Layer,” “we,” “us,” or “our”). By applying for or participating in the Program, you (“Ambassador” or “you”) agree to be legally bound by these Terms, Nomad Layer’s general Terms and Conditions, and any supplemental policies or written instructions provided by Nomad Layer from time to time.
The Program is designed to allow approved Ambassadors to promote, market, and/or resell Nomad Layer’s services, including but not limited to its facilitation of legal and tax residency programs (such as the Próspera Lump Sum Residency), relocation solutions, and associated consulting services.
Nomad Layer retains full discretion to approve, reject, or terminate any Ambassador at any time.
Definitions
- “Program” means the Nomad Layer Ambassador Program and related services offered by Nomad Layer.
- “Directly Introduced Customer” means a client first introduced to Nomad Layer by the Ambassador, without prior contact with Nomad Layer or its partners within the preceding twelve (12) months.
- “Institutional Partners” means governmental entities, Program operators, regulators, and strategic partners engaged by Nomad Layer.
- “Proprietary Information” means all non-public business, commercial, operational, pricing, legal, or technical information relating to Nomad Layer or the Program.
Relationship
The Ambassador is an independent contractor, not an employee, agent, or representative of Nomad Layer. Nothing in these Terms creates a joint venture, agency, or employment relationship. The Ambassador has no authority to bind Nomad Layer or make commitments on its behalf.
Ambassadorship Scope
The Ambassador is free to manage Directly Introduced Customers, conduct independent marketing, and charge consulting or other fees in addition to the Program. These activities apply solely to Directly Introduced Customers and do not extend to other Nomad Layer clients, leads, or Institutional Partners.
The Ambassador may promote other programs or services outside the Program, provided such activities do not involve Nomad Layer’s Institutional Partners or Program-related relationships.
Nomad Layer retains exclusive control over Institutional Partners, Program operators, pricing, program structure, and operational coordination. The Ambassador shall not bypass Nomad Layer, divert business, solicit Nomad Layer clients or Institutional Partners, or disclose Proprietary Information. Any circumvention constitutes a material breach, entitling Nomad Layer to immediate termination, injunctive relief, and damages.
In addition, Nomad Layer may suspend or terminate participation immediately upon a credible indication of breach, pending investigation.
The Ambassador acknowledges that any breach of these Terms may cause irreparable harm to Nomad Layer for which monetary damages may be insufficient. Nomad Layer shall therefore be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement to post bond.
Approved Activities
Subject to prior written approval, the Ambassador may engage in:
- Promotion and referral of clients to Nomad Layer programs
- Co-marketing initiatives, including interviews, conferences, and social media collaborations
- Resale or distribution of Nomad Layer services under pre-approved commercial arrangements
Pricing and Commercial Integrity
All client payments must be processed through Nomad Layer unless expressly authorized in writing. The Ambassador may not misrepresent the lump sum tax, which is currently USD $5,000, or such amount as may be established under a future valid version of the Lump Sum Tax Residency Law.
Nomad Layer may request reasonable confirmation of Program-related pricing representations, referral records, and payment routing solely for the purpose of verifying compliance with these Terms.
Brand, Marketing, and Intellectual Property
The Ambassador is granted a limited, non-exclusive, revocable license to use Nomad Layer’s approved promotional materials, logos, and brand assets for authorized Program activities. Co-branding with Nomad Layer is permitted using approved materials.
All Nomad Layer brand assets, as well as any co-branded or Program-related marketing materials created or used by the Ambassador, are the exclusive property of Nomad Layer. Unauthorized modification or use is prohibited. Nomad Layer may require removal or correction of materials at any time.
The Ambassador shall not, during or after participation in the Program, make or publish any false, misleading, disparaging, or defamatory statements about Nomad Layer, its affiliates, officers, partners, clients, or services, whether orally, in writing, or online, including on social media, forums, or professional networks.
All marketing must be ethical and compliant with applicable laws and platform rules. The Ambassador may not make false or misleading claims, provide unauthorized guarantees, or present themselves as an employee, officer, partner, or legal agent of Nomad Layer. Public statements, press, interviews, or events using Nomad Layer’s name require prior written consent. The brand may not be used in political, controversial, or unapproved contexts.
Recordkeeping and Audit Rights
The Ambassador shall maintain accurate records of Program-related promotional and referral activity for a minimum of two (2) years.
Upon reasonable request, the Ambassador shall provide access to such Program-related records only to the extent necessary to confirm compliance with these Terms. No access to personal communications, private correspondence, or unrelated business activities is required or implied.
Confidentiality
The Ambassador may receive Proprietary Information in connection with the Program. Such information shall be kept confidential, used solely for Program purposes, and not disclosed to third parties without Nomad Layer’s prior written consent. These obligations survive termination indefinitely.
Ongoing Obligations and Post-Termination Restrictions
Obligations relating to non-circumvention, confidentiality, pricing integrity, brand use, marketing conduct, and public representation survive termination. Obligations relating to indemnification, limitation of liability, dispute resolution, and governing law also survive termination.
For a period of twelve (12) months following termination, the Ambassador shall not solicit or attempt to solicit Nomad Layer clients, leads, or Institutional Partners in connection with the Program.
Termination
Nomad Layer may terminate these Terms at any time, with or without cause, by written notice. If termination is due to a material breach or misrepresentation, as reasonably determined by Nomad Layer, pending or paid commissions may be adjusted in accordance with compliance and Program rules.
In the event of termination for material breach, non-circumvention, misrepresentation, or misconduct, the Ambassador shall forfeit any unpaid commissions. Nomad Layer may also claw back any commissions previously paid that were earned, directly or indirectly, through breach of these Terms, misrepresentation, or circumvention.
Governing Law & Arbitration
These Terms shall be governed by and construed in accordance with the laws of the Próspera ZEDE, Roatán, Honduras, without regard to conflict of law principles.
Any dispute arising out of or relating to these Terms or the Program shall be resolved exclusively by binding arbitration, seated in Próspera, conducted in English, before a single arbitrator, in accordance with Nomad Layer’s general Terms and Conditions.
The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
Miscellaneous
Entire Agreement. These Terms constitute the entire agreement
between the parties concerning the Ambassador Program and supersede prior
discussions or understandings.
Assignment. The Ambassador may not assign or transfer these
Terms without Nomad Layer’s prior written consent.
Amendments. Nomad Layer may update these Terms from time to
time. Continued participation constitutes acceptance of such updates.
Severability. If any provision is held invalid, the remaining
provisions remain enforceable.
Notices. Notices shall be delivered electronically to the email
address used in Program correspondence.
Indemnification: The Ambassador shall indemnify, defend, and
hold harmless Nomad Layer, its affiliates, officers, directors, employees,
contractors, and partners from and against any and all claims, losses, damages,
liabilities, penalties, fines, costs, and expenses (including reasonable legal
fees) arising out of or relating to:
(a) any breach of these Terms by the Ambassador;
(b) any misrepresentation, omission, negligence, or misconduct by the
Ambassador;
(c) any violation of applicable law, regulation, or third-party rights in
connection with the Ambassador’s activities; or
(d) any unauthorized use of Nomad Layer’s brand, intellectual property, or
Proprietary Information. This indemnification obligation survives termination of
these Terms.
Limitation of Liability: To the maximum extent permitted by
law, Nomad Layer shall not be liable to the Ambassador for any indirect,
incidental, consequential, special, or punitive damages arising out of or
relating to the Program or these Terms, Nomad Layer’s aggregate liability under
these Terms shall not exceed the total commissions actually paid to the
Ambassador in the six (6) months preceding the event giving rise to the
claim.
No Waiver/Silence is Not Consent: Any failure or delay by Nomad
Layer to enforce any provision of these Terms shall not constitute a waiver of
such provision or any other right. Any waiver must be in writing and expressly
stated.
Contact
For questions regarding the Ambassador Program or these Terms, contact:
📩
hello@nomadlayer.com
By applying for or participating in the Nomad Layer Ambassador Program, you confirm that you have read, understood, and agreed to these Ambassador Terms and Conditions.
Last Updated: December 20, 2025