|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
Kara Vita Brand Affiliate Program Agreement
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.
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 all other Brand Affiliates;
iii. 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
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; (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.
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).
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.
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.