Ambassador Terms and Conditions

    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.

    Ambassadorship Scope

    Relationship

    The Ambassador is an independent contractor, not an employee, agent, or representative of Nomad Layer. Nothing in this Agreement shall be interpreted as creating a joint venture, agency, or employment relationship. The Ambassador has no authority to bind Nomad Layer or make commitments on its behalf.

    Approved Activities

    Ambassadors may, upon prior written approval, engage in:

    • Promotion and referral of clients to Nomad Layer programs;
    • Co-marketing initiatives such as interviews, conferences, or social media collaboration;
    • Resale or distribution of Nomad Layer’s services under pre-approved commercial arrangements.

    Ambassadors must not engage in any unapproved representations, offers, or promotions.

    Loyalty and Non-Circumvention

    Brand Alignment and Exclusivity

    The Ambassador agrees to uphold Nomad Layer’s brand integrity and act in full alignment with its objectives. During the term of this Agreement and after its termination, the Ambassador shall not, without prior written approval from Nomad Layer:

    • Promote, market, or offer any product or service that replicates or competes with Nomad Layer’s Lump Sum Tax Residency Program;
    • Divert or attempt to divert Nomad Layer’s clients, leads, or related business opportunities;
    • Engage directly with Próspera in connection with the Lump Sum Tax Residency Program;
    • Share proprietary knowledge, processes, or partner resources with any competing service provider.

    Non-Circumvention

    The Ambassador agrees to maintain all communications and program-related activities within Nomad Layer’s established framework. The Ambassador shall not contact, negotiate with, or provide services to Nomad Layer’s referred, prospective, or current clients, or to any related institutional parties, outside of this framework, both during and after the term of this Agreement. Any circumvention or attempt thereof constitutes a material breach and grounds for immediate termination of this Agreement.

    Post-Termination Restrictions and Reapplication

    For a period of twelve (12) months following the termination of this Agreement for any reason, the Ambassador shall not, without Nomad Layer’s prior written consent act in any manner intended to circumvent Nomad Layer or divert prospective clients, business opportunities, or relationships initially introduced through the Program.

    Brand Use and Marketing Conduct

    Authorized Materials

    Nomad Layer grants Ambassador a limited, non-exclusive, revocable license to use official Nomad Layer promotional materials, logos, and trademarks solely for the purpose of performing authorized Program activities.

    • Ambassadors may only use marketing materials supplied or approved in writing by Nomad Layer.
    • All such materials remain Nomad Layer’s exclusive property.
    • Any modification, imitation, or co-branding requires prior written consent.

    Marketing Integrity

    Ambassadors must conduct all marketing ethically and in compliance with law:

    • No false, misleading, exaggerated, or unsubstantiated claims;
    • No unauthorized promises regarding outcomes or approval rates;
    • No spam, unsolicited communication, or deceptive practices;
    • No alteration of Nomad Layer’s brand identity, pricing, or service representation.

    Nomad Layer reserves the right to require removal or correction of any Ambassador materials at any time.

    Public Statements and Events

    Ambassadors may not:

    • Represent themselves as Nomad Layer’s employees or agents;
    • Issue press releases, participate in interviews, or host public events using Nomad Layer’s name without prior written consent;
    • Use Nomad Layer’s brand in connection with political, controversial, or unapproved contexts.

    Any public representation of Nomad Layer requires prior written authorization.

    Pricing and Commercial Integrity

    All client payments must be processed through Nomad Layer unless explicitly authorized otherwise. You may likewise not misrepresent the actual lump sum tax to be other than $5000 or whatever else might be determined in a future valid version of the Lump Sum Tax Residency Law.

    Nomad Layer reserves full right to audit any Ambassador’s communications or commercial arrangements.

    Ambassador Eligibility and Vetting

    Nomad Layer reserves the right to perform background checks, reputational due diligence, or compliance verification on any Ambassador prior to or during participation in the Program.
    Ambassadors must maintain a professional reputation consistent with Nomad Layer’s values and must not engage in conduct that could bring Nomad Layer into disrepute.
    Nomad Layer may suspend or terminate participation immediately if a Ambassador fails to meet ethical, legal, or compliance standards at any time.

    Commission and Payment Terms

    Commissions, if applicable, are earned solely on verified and completed client contracts initiated through authorized Ambassador referral channels.
    Nomad Layer reserves the right to determine the validity of any referral and to withhold or reclaim commissions in cases of cancellation, refund, chargeback, or breach of these Terms.
    All commissions are paid net 60 days after Nomad Layer’s confirmed receipt of full client payment, unless otherwise agreed in writing.
    No commissions are payable on unapproved transactions or for leads generated outside approved methods.

    Compliance with Laws and Ethical Standards

    Ambassador shall comply with all applicable laws and regulations, including but not limited to anti-bribery, anti-money laundering, fair marketing, and data protection laws.
    Ambassador must not engage in any conduct that could expose Nomad Layer or its affiliates to regulatory, legal, or reputational risk.
    Nomad Layer reserves the right to terminate immediately for any suspected breach of compliance or unethical activity.

    Data Protection and Client Privacy

    Ambassador may, during the course of participation, obtain access to client personal data or other confidential information.
    Ambassador shall handle such information in strict accordance with Nomad Layer’s written instructions and applicable data protection laws, including the General Data Protection Regulation (GDPR) where relevant. The Nomad Layer Privacy Policy applies.
    Ambassador shall not retain, copy, disclose, or use client information for any purpose other than fulfilling authorized Program obligations.
    All client data remains the exclusive property of Nomad Layer.

    Recordkeeping and Audit Rights

    Ambassador shall maintain accurate records of all promotional and referral activities for a minimum of two (2) years.
    Nomad Layer reserves the right to audit Ambassador’s activities, marketing materials, and communications relating to the Program at any time to ensure compliance with these Terms.
    Ambassador shall cooperate fully and promptly with any such audit request.

    Confidentiality

    Ambassadors may receive confidential or sensitive business information from Nomad Layer. Such information must be:

    • Kept strictly confidential;
    • Used only for Program purposes;
    • Not disclosed to third parties without Nomad Layer’s consent.

    This obligation continues indefinitely after the termination of this Agreement.

    Non-Disparagement

    Ambassadors agree not to make or publish any negative, disparaging, or defamatory statements—in writing, speech, or online—about Nomad Layer, its affiliates, officers, or clients, either during or after the partnership.
    This includes but is not limited to comments on social media, forums, or in professional networks.

    Nomad Layer may treat any such conduct as a material breach, causing reputational harm, and seek legal and equitable remedies, including immediate termination.

    Termination

    Termination for Convenience

    Nomad Layer may terminate this Agreement at any time, with or without cause, by written notice. Ambassador may terminate upon 30 days’ written notice.

    Termination for Cause

    Nomad Layer may terminate immediately if the Ambassador:

    • Breaches loyalty, confidentiality, or non-circumvention obligations;
    • Engages in disloyal, unethical, or illegal activity;
    • Misuses Nomad Layer’s brand or misrepresents its services;
    • Causes reputational or regulatory harm to Nomad Layer;
    • Fails to comply with any term of this Agreement.

    Effects of Termination

    Upon termination:

    • The Ambassador must immediately cease using Nomad Layer’s name, logo, or materials;
    • All pending commissions are forfeited if termination is for cause;
    • Nomad Layer may claw back commissions already paid that were obtained through breach, misrepresentation, or disloyal conduct.

    Clauses on confidentiality, non-disparagement, indemnification, and dispute resolution survive termination.

    Indemnification and Liability

    The Ambassador shall indemnify, defend, and hold harmless Nomad Layer, its affiliates, and officers from any and all losses, damages, liabilities, costs, and expenses (including legal fees) arising from:

    • Ambassador’s breach of these Terms;
    • Misrepresentation, negligence, or misconduct by the Ambassador;
    • Unauthorized use of Nomad Layer’s intellectual property;
    • Violation of law or third-party rights in connection with Ambassador’s activities.

    Nomad Layer’s aggregate liability to Ambassador shall not exceed the total commissions paid to the Ambassador in the preceding 12 months.

    Reputational Harm and Injunctive Relief

    Ambassador acknowledges that breach of these Terms may cause irreparable harm to Nomad Layer’s goodwill and brand reputation. Nomad Layer shall be entitled to seek injunctive relief, damages, or both, without limitation, and may immediately suspend or terminate the Ambassador’s participation to prevent further harm.

    Governing Law and Dispute Resolution

    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 rules.

    Any dispute arising under these Terms shall be resolved exclusively by binding arbitration in accordance with Nomad Layer’s main Terms and Conditions, seated in Próspera, in English, and conducted by a single arbitrator.

    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: Ambassador may not assign or transfer this Agreement without Nomad Layer’s written consent.
    • Amendments: Nomad Layer may update these Terms from time to time by posting the updated version on its website or notifying Ambassadors directly. Continued participation constitutes acceptance of changes.
    • Severability: If any provision is held invalid, the remaining terms remain enforceable.
    • Notices: Notices shall be delivered electronically to the official email address used in Program correspondence.

    Contact

    For any questions regarding the Ambassador Program or these Terms, contact:
    📩 hello@nomadlayer.com

    By applying to 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: November 19, 2025