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.