Program Application


Errors occurred!



    This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.


    Conversion action Online purchase with processed valid payment
    Cookie days 30 days
    Commission type Percent of Sale
    Base commission 12.00%

    Kara
    Vita Brand Affiliate Program Agreement



    Updated: March 01, 2021



    This Kara Vita Brand Affiliate
    Program Agreement (“Agreement”) is a legally binding contract between you (“Brand
    Affiliate,” “you,” Your) and Kara Vita, Inc. (“KV” “we,” “us,” “our”). By enrolling
    in the Kara Vita Affiliate Program (the “Program”), you accept and agree to all
    of the terms and conditions of this Agreement. 
    You and Kara Vita are sometimes hereinafter referred to individually as
    a “Party” and jointly as the “Parties.”



    1.             
    Description of the Program.



    The Program permits you to monetize your user-generated
    content on social media by placing on your social media profiles (“Your
    Profiles”) a conversion trigger such as a personalized Brand Affiliate coupon
    code (“Your Code") or custom URL.  When
    a customer purchases eligible goods from the Kara Vita website at www.karavita.com using Your Code or URL, you
    are eligible to receive a commission if the customer’s payment is successfully
    processed. The latter is known throughout this Agreement as a “Qualifying
    Purchase.” Any “Refer a Friend” 50% off promotions are excluded from Qualifying
    Purchases.



    2.             
    Requirements for Participation in the Program.



    a.     You
    must be at least 18 years of age to participate in the Program.



    b.     You
    must have accounts with: (i) Instagram; and (ii) PayPal.



    3.             
    Modifications. KV reserves the right, in
    its sole discretion at any time, to modify this Agreement in any respect or to
    change the commission structure or rates (“Modification(s)”). Your participation
    in the Program after the effective date of any Modification shall constitute
    your acceptance of same. If you find any Modification unacceptable, your only
    recourse is to terminate your participation in the Program. Each
    dated version of this Agreement supersedes all prior versions. It
    is your responsibility to check this page to see if this Agreement has been
    modified.



    4.             
    Our Relationship with You.



    a.     You
    and KV enter into this Agreement as independent parties. Nothing in this
    Agreement shall be understood or construed to create any partnership, joint
    venture, agency, franchise, sales representative, or employment relationship
    between you and KV. You will have no authority to make or accept any offers or
    representations on KV’s behalf.



    b.     At
    all times when you are acting as a Brand Affiliate, you shall clearly state the
    following, or any substantially similar statement (the “Disclosure”) on all of
    Your Profiles: “As a Kara Vita Brand Affiliate, I earn from qualifying
    purchases.” Except for the Disclosure, you will not make any public
    communication with respect to this Agreement or your participation in the
    Program without Kara Vita’s prior written consent. You shall not misrepresent
    or embellish your relationship with us (including by expressing or implying
    that we support, sponsor, or endorse you), or express or imply any affiliation
    between you and us or any other person or entity.



    c.     Any
    information relating to KV or Kara Vita products that we provide or make
    accessible to you in connection with the Program that is not known to the
    general public or that reasonably should be considered to be confidential is KV’s
    “Confidential Information.” Such Confidential Information is, and shall remain,
    the exclusive property of KV. You may use Confidential Information only to the
    extent reasonably necessary for your performance under this Agreement and you
    shall ensure that all persons or entities who have access to Confidential
    Information in connection with your participation are made aware of and have
    agreed to comply with the confidentiality obligations in this Section. You shall
    not disclose Confidential Information to any third party at any time, whether
    during or following the Term, except as aforesaid, and you shall take all
    reasonable measures to protect the Confidential Information against any use or
    disclosure that is not expressly permitted in this Agreement.



    d.     Nothing
    contained in this Agreement shall be understood or construed as granting you
    any rights in and to any of KV’s trademarks, service marks, logos, or other
    intellectual property.



    e.     We
    may deduct or withhold any taxes that we may be legally obligated to deduct or
    withhold from any amounts payable to you under this Agreement. From time to
    time, we may request tax information from you. If we request tax information
    from you and you do not provide it to us, we reserve the right (in addition to
    any other rights or remedies available to us) to hold any amounts otherwise
    payable to you in connection with the Program until you provide this
    information or otherwise satisfy us that you are not a person from whom we are
    required to obtain tax information.



    f.      You
    acknowledge and agree that our customers do not become your customers by virtue
    of your participation in the Program. You agree not to handle or address any
    contact with any of our customers, and, if contacted by any of our customers
    for a matter relating to interaction with Kara Vita, you will state that those
    customers must contact us on our website to address any and all customer service
    issues.



    g.     You
    acknowledge and agree that we may at any time, directly or indirectly: (i)
    solicit traffic on terms that may differ from those contained in this Agreement;
    or (ii) operate sites or applications that are similar to or compete with Your Profiles.



    5.             
    How KV Pays Commissions on Qualifying
    Purchases
    .



    a.     Commission
    Base
    . Your commission is based on the price actually paid by the customer
    for the products, i.e., after any discount that may apply, and not including
    taxes and shipping.



    b.     Circumstances
    that Disqualify a Qualifying Purchase
    . You must comply with this Agreement
    to participate in the Program and to receive Commissions. Without limiting the
    generality of the foregoing, Qualifying Purchases are disqualified, and no
    Commission shall be due if:



    i.      the
    otherwise Qualifying Purchase occurs in connection with a breach of this
    Agreement, or any other term, condition, specification, or policy that KV may
    issue from time to time under the Program;



    ii.     the
    otherwise Qualifying Purchase occurs after termination of this Agreement;



    iii.   an
    order cancellation, return, or refund has been initiated;



    iv.    the
    purchaser is referred to our website via:



    A.     any
    advertisement that you purchased through participation in bidding or auctions
    on keywords, search terms, or other identifiers that include the word “Kara
    Vita” or any other KV trademark (or variations or misspellings of the
    foregoing);



    B.     a
    link generated or displayed on a search engine or portal, a sponsored
    advertising or other referral service, or any site that participates in the network
    of the search engine or referral service;



    C.     a
    link that sends users indirectly to our website via an intermediate site,
    without requiring the purchaser to click on a link or take some other
    affirmative action on that intermediate site;



    v.     the
    purchaser fails to comply with the terms and conditions applicable to our
    website; or



    vi.    the
    purchase is not correctly tracked or reported because Your conversion trigger
    such as Your Code or URL is not properly formatted or inserted into our
    website’s checkout process.



    c.     Our
    Obligation to Track Qualifying Purchases
    . We will use commercially
    reasonable efforts to track accurately and comprehensively Qualifying Purchases
    for the purposes of our creating and distributing your Commissions. We may hold
    accrued Commissions for a reasonable period of time following termination of
    this Agreement, however caused, to ensure that a final, correct amount is paid.



    d.     When
    We Pay Commissions
    . We pay Commissions in United States Dollars via PayPal twice
    a month, on the 5th and the 20th.  You are solely responsible for any PayPal fees
    (including but not limited to any fees incurred if you convert our US Dollar
    payment to another currency), and any and all taxes payable on your Commissions.
    We are not responsible for any Commissions that are not received by you due to
    any suspension or termination of your PayPal account. Payments made to you as
    provided in the Agreement shall constitute full payment and settlement to you
    of all amounts payable under the Agreement.



    e.     Overpayments.
    If we have made any overpayment for any reason, we shall have the right to
    adjust or offset the same against any subsequent Commission payable to you
    under the Agreement or any other agreement between you and us.



    6.             
    Code of Conduct.



    a.     You
    shall:



    i.      promptly
    provide us with any information that we request to verify your compliance with
    this Agreement;



    ii.     be
    kind and respectful to our employees at all times, it being understood that any
    disrespectful, rude, accusatory, or angry communication (whether verbal or
    written) is grounds for immediate termination;



    iii.   be
    kind and respectful to all other Brand Affiliates at all times;



    iv.    post
    Your Code or URL only on Your Profiles. 
    Participation in the Program does not grant you any rights to sell Kara
    Vita items at venues or events of any kind unless you have received express
    written permission by us; and



    v.     comply
    with the PayPal User Agreement, Refersion Terms of Use, and Google Terms of Use
    and Privacy Policy.



    b.     You
    shall not:



    i.      comment
    with Your Code or URL on any Kara Vita social media post or channel (e.g.,
    Instagram, Twitter, Facebook, TikTok, etc.), even if you see that another Brand
    Affiliate has done so;



    ii.     post
    Your Code or URL in the comments of any posts from Kara Vita wholesale accounts
    or stores that carry our products; or



    iii.   enter
    into any retail stores that sell Kara Vita goods and share Your Code or URL with
    customers;



    iv.    make
    any representations on your social media regarding our products that is not stated
    on our website or authorized by us in writing;



    v.     use
    the Kara Vita or any other KV marks (or variations or misspellings thereof) as
    or as part of your social media handles; or



    vi.    send
    or authorize the sending of “spam,” i.e., bulk emails or other communications
    to large numbers of recipients.



    7.             
    Term, Termination, and Breach.



    a.     “At
    Will” Term
    . The term of this Agreement shall begin upon submission of your
    application to join the Program and is “at will,” meaning that either Party may
    terminate this Agreement at any time, with or without cause (automatically and
    without recourse to the courts, if permitted under applicable law), by giving
    the other Party written notice of termination.



    b.     Termination
    for Cause
    . In addition, KV may terminate this Agreement or suspend your
    account for “Cause” immediately upon written notice to you, if: (i) you have
    breached or threatened to breach any part of this Agreement (including but not
    limited to the Code of Conduct); (ii) we believe that we may face potential
    claims or liability in connection with your participation in the Program; (iii)
    we believe that our brand or reputation may be tarnished by you or in
    connection with your participation in the Program; (iv) your participation in
    the Program has been used for deceptive, fraudulent, or illegal activity; (v)
    we believe that we are or may become subject to tax collection requirements in
    connection with this Agreement or the activities performed by either Party
    under this Agreement; or (vi) we have previously terminated this Agreement with
    respect to you or other persons that we determine are affiliated with you or
    acting in concert with you for any reason.



    c.     Consequences
    of Termination for Cause
    . If you are terminated for Cause, then, in
    addition to any other rights or remedies available to us, including but not
    limited to injunctive relief and/or monetary damages, we shall have the right,
    without notice to you, to permanently (to the extent permitted by applicable
    law) withhold any and all Commissions otherwise payable to you under this
    Agreement, whether or not such payments are directly related to your termination
    for Cause, and you understand and agree that you shall not be eligible to
    receive any such withheld Commissions.



    d.     Consequences
    of Termination with or without Cause
    . Upon any termination of this
    Agreement, however caused, all rights and obligations of the Parties shall be
    extinguished, including any and all licenses granted in connection with this
    Agreement, except that the rights and obligations of the Parties under Sections
    4.a, 4.c, 4.d, and 4.e above, this Section 4.f, and Sections 7.c, 7.d, 8, 9,
    10, 11, 12, 13, and 14 below shall survive such termination. No termination of
    this Agreement shall be deemed to absolve you of any liability for any breach
    of, or liability accruing under, this Agreement prior to termination.



    8.             
    Brand Affiliate’s Representations and Warranties.
    You represent, warrant, and covenant that:



    a.     All
    information provided by you in your Program application is true as of the date
    of your application;



    b.     your
    participation in the Program, including without limitation, your creation,
    maintenance, or operation of Your Profile(s), will not violate any applicable
    law, ordinance, rule, regulation, order, or other requirements of any
    governmental authority that has jurisdiction over you;



    c.     you
    are lawfully able to enter into this Agreement and perform each of your
    obligations hereunder without qualification;



    d.     you
    have independently evaluated the desirability of participating in the Program
    and are not relying on any representation, guarantee, or statement other than
    as expressly set forth in this Agreement or on our website;



    e.     you
    are not subject of U.S. sanctions or sanctions consistent with U.S. law imposed
    by the government of the country where you are participating in the Program or
    using our website;



    f.      you
    shall comply with all U.S. export and re-export restrictions, and all applicable
    non-US export and re-export restrictions consistent with U.S. law that may
    apply to goods, software, technology, and services; and



    g.     the
    information you provide us in connection with the Program is accurate and
    complete at all times.



    9.             
    Disclaimers.



    a.     KV
    does not make any representation, warranty, or covenant regarding the amount of
    traffic or Commissions you can expect at any time in connection with the
    Program, and we will not be liable for any actions you undertake based on your
    expectations.



    b.     THE
    PROGRAM, OUR WEBSITE, THE PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ALL
    COUPON CODES, LINK FORMATS, CONTENT, DOMAIN NAMES, TRADEMARKS, LOGOS,
    TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL
    PROPERTY, INFORMATION, AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF KV OR ITS
    LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”)
    ARE PROVIDED “AS IS” AND “AS AVAILABLE.”



    c.     TO
    THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KV DOES NOT MAKE ANY
    REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
    OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS, AND DISCLAIMS ALL WARRANTIES
    WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF
    TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
    OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE
    OF DEALING, PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE GENERALITY OF THE
    FOREGOING, KV DOES NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE
    PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER,
    OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS,
    AND KV SHALL NOT BE HELD RESPONSIBLE FOR (I) ANY ERRORS, INACCURACIES, VIRUSES,
    MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM
    FAILURES OR (ii) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION,
    DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR ANY DATA, IMAGES, TEXT, OR
    OTHER INFORMATION OR CONTENT.



    d.     NO
    ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR ANY OTHER PERSON OR ENTITY OR
    THROUGH THE SERVICE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
    THIS AGREEMENT.



    e.     KV
    SHALL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES
    ARISING IN CONNECTION WITH: (i) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE,
    ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS; (ii) ANY INVESTMENTS, EXPENDITURES,
    OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM; OR
    (iii) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM.



    f.      NOTHING
    IN THIS SECTION 9
    SHALL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS
    THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.



    10.          
    Limitations on Liability. TO THE
    FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KV SHALL NOT BE LIABLE FOR ANY INDIRECT,
    INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE,
    PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE
    OFFERINGS, EVEN IF KV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    FURTHER, KV’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE
    OFFERINGS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS
    AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE
    EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY
    WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC
    PERFORMANCE, INJUNCTIVE, OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS
    AGREEMENT.



    11.          
    Indemnification. YOU SHALL AND HEREBY DO
    INDEMNIFY AND HOLD HARMLESS KV AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS,
    EMPLOYEES, AND REPRESENTATIVES (“RELATED PERSONS”) AND AFFILIATED COMPANIES, AND
    THE RELATED PERSONS OF KV’S AFFILIATED COMPANIES, FROM AND AGAINST ALL CLAIMS,
    DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’
    FEES, COURT COSTS, AND LEGAL EXPENSES) RELATING TO: (a) YOUR PROFILES OR ANY INFORMATION
    THAT APPEARS ON YOUR PROFILES (INCLUDING THE COMBINATION OF YOUR PROFILES OR THAT
    INFORMATION WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES); (b) THE USE,
    DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR
    MARKETING OF YOUR PROFILES OR ANY INFORMATION THAT APPEARS ON OR WITHIN YOUR
    PROFILES; (c) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS
    AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW; (d) YOUR VIOLATION
    OF ANY TERM OR CONDITION OF THIS AGREEMENT; OR (e) YOUR OR YOUR RELATED
    PERSONS’ NEGLIGENCE OR WILLFUL MISCONDUCT.



    12.          
    Force Majeure. No delay, failure, or
    default by KV shall constitute a breach of this Agreement to the extent caused
    by acts of war, terrorism, hurricanes, earthquakes, pandemics, or other causes
    beyond KV’s reasonable control, including, without limitation, the interruption
    or discontinuance of services provided by third parties in connection with the
    Program (e.g., PayPal, Refersion, or our website’s service providers).



    13.          
    Notices.



    a.    
    You shall ensure that
    your email address,
    mailing address, and other contact information on file with Kara Vita  is at all times complete, accurate, and up to date.
    We may send notifications and other communications relating to the Program or this
    Agreement to the email address then-currently associated with your Program
    account, and you shall be deemed to have received all such notifications and
    other communications so sent, even if the email address is no longer current. You
    can update your information by emailing us at: [email protected].



    b.    
    All notices that one Party desires or is required
    to give to another hereunder shall be deemed legally sufficient if sent via
    email to the most recent email address provided by the Parties and shall be
    deemed to have been given on the date sent, if sent during normal business
    hours, or on the next business day, if sent after normal business hours.



    14.          
    Construction.



    a.    
    Assignment.
    You may not transfer or assign this Agreement or any of your rights hereunder,
    or delegate any of your obligations hereunder, whether temporarily or
    permanently, voluntarily or involuntarily, and whether by operation of law or
    any other manner, and any purported assignment in violation of the foregoing
    shall be deemed void ab initio.



    b.    
    Binding
    Effect
    . This Agreement is binding upon the Parties and shall inure
    to the benefit of the Parties and their successors, permitted assigns, heirs,
    executors, trustees, and administrators.



    c.    
    Cumulative
    Remedies
    . All rights and remedies of the Parties, whether at law or
    in equity, shall be cumulative and none of them shall be in limitation of any
    other right or remedy.



    d.    
    Enforceability/Severability.
    If any provision of this Agreement shall be held void, voidable, invalid or
    inoperative, the remaining provisions of this Agreement shall remain in full
    force and effect.



    e.    
    Entire
    Agreement
    . This Agreement is the entire agreement between the
    Parties relating to the subject matter hereof and supersedes all prior or
    contemporaneous oral or written communications, proposals and representations
    with respect to said subject matter.



    f.     
    Governing Law. This Agreement and
    any dispute or controversy arising out of or related hereto and/or the
    relationship between the Parties established herein (“Claims”) shall be
    governed by and construed, interpreted, and resolved in accordance with the
    laws of the State of Florida without regard to its choice of law provisions.
    All Claims shall be submitted exclusively to the federal and state courts of
    competent jurisdiction serving the county of Florida in which KV has its
    principal place of business at the time such Claim is brought, and the Parties
    hereby unconditionally and irrevocably consent and submit to such exclusive
    jurisdiction and venue, and waive any objection they may now or hereafter have
    with respect thereto.



    g.    
    Headings.
    The section headings in this Agreement are solely for the convenience of the
    Parties and have no legal or contractual significance.



    h.    
    Rights of Third Parties. This Agreement shall
    not be deemed to give any right or remedy to any third party whatsoever.



    i.     
    Waiver.
    No waiver shall be effective unless in writing and signed by an authorized
    representative of the Party against whom enforcement of the waiver is
    sought.  Neither the failure of either
    Party to exercise any right, nor the waiver of any default or breach by the
    other Party, shall constitute a waiver of such right or a waiver of such
    default or breach with respect to any subsequent default or breach.