Before participating in this affiliate program, you must read the following terms of service and click "I Agree" at the bottom of the page
KUMAGLOW.CO AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (the “Agreement”) is made and effective the date that we approve your application and send you the confirmation email (“Effective Date”), by and between Kuma LLC (the “Owner”), and you (the “Affiliate”).
WHEREAS, the Owner maintains and owns a website named href@@http://www.kumaglow.co@ @@@www.kumaglow.co@@href (the “Owner’s Website”).
WHEREAS, the Affiliate maintains and owns a website (the “Affiliate’s Website”).
WHEREAS, the Owner is the sponsor of an affiliate program (“Affiliate Program”).
WHEREAS, the Affiliate wishes to apply for the Affiliate Program of the Owner, the Owner hereby accepts the Affiliate into the Affiliate Program upon the terms and conditions as contained in this Agreement; and NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and in consideration of the promises and covenants hereinafter contained, the parties hereto agree as follows:
1. AFFILIATE PROGRAM ENROLLMENT A. To begin the enrollment process for the Affiliate Program, the Affiliate must complete and submit to the Owner an Affiliate Program application form (the “Application”). The Affiliate Program application form is included on the Owner’s Website and can be completed and submitted through Owner’s Website.
B. The Owner will evaluate the Application in good faith and will notify the Affiliate of acceptance or rejection of the Application in a timely manner. The Owner reserves the right to approve or reject any Application in its sole and absolute discretion. The Affiliate will have no legal recourse against the Owner for the rejection of the Application.
C. The Owner may reject the Application if Owner determines, in Owner’s sole and absolute discretion, that the Affiliate Website is unsuitable for the Affiliate Program for any reason, including, but not limited to the following: if the Affiliate’s Website is not complete, or if the Affiliate’s Website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other proprietary rights of any other third party.
D. Even after successful enrollment of the Affiliate as an Affiliate Program member, the Owner reserves the right, at its sole and absolute discretion, to rescind or terminate the Affiliate’s member status for any reason, including but not limited to the reasons set forth above.
2. TERM AND TERMINATION
This Agreement shall be effective upon the Owner’s acceptance of the Application. This Agreement shall remain in full force and effect until terminated by the Affiliate or by the Owner. Either the Owner or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party fifteen (15) day’s written notice of termination. This Agreement may be terminated by the Owner if the Owner becomes aware of any failure by Affiliate in comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by the Owner in its discretion from time to time. Upon such termination the Affiliate shall not entitled to receive any accrued commissions up to the date of such termination. In the event if this Agreement is terminated for any other reason, the Affiliate will have a right to receive its accrued commissions through the effective date of termination.
3. COSTS & EXPENSES The Affiliate will be fully responsible for all costs and expenses involved in maintaining and marketing the Affiliate Program, including, but not limited to, all costs associated with the creation, hosting, modification, and improvements to the Affiliate’s Website, offline marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds the Owner harmless from or against the same.
4. LINKS ON AFFILIATES WEBSITEA. The Affiliate will place links on its site directing users of the Affiliate’s Website via hypertext link (the “Links”) to the Owner’s Website. The Links will serve to identify the Affiliate’s Website as a member of Owner’s Affiliate Program and will establish a link from the Affiliate Site to the Owner’s Website. The Links may connect to specific places or products on the Owner’s Website. The Owner will provide the Affiliate with all necessary button links, text links, and banner advertisements to be placed on the Affiliate’s Website. The Affiliate will cooperate with the Owner in the establishment and placement of Links on the Affiliate’s Website. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual written agreement of the parties hereto.
B. The Owner grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to utilize the Owner’s logo and images containing Owner’s trademarks and other proprietary property provided to the Affiliate’s Website for and during the term of the Affiliate’s active participation in the Affiliate Program. The Affiliate may display these materials on the Affiliate’s Website for the sole purpose of promoting the Owner’s Website and participating in this Affiliate Program. If the Affiliate discontinues the Affiliate Program for any reason, the Affiliate will immediately cease using these materials and will delete all such materials from Affiliate’s Website and from its computer.
C. The Owner grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Links provided by Owner, solely on Affiliate’s Website. Any additional websites or entities will require additional Applications and approval by the Owner.
D. The Affiliate shall not have the right to modify, change or revise the form, size, content, and appearance of the Links or any other material provided by the Owner for the placement of the links on the Affiliate’s Website. The Owner shall have the right in its sole discretion to monitor the Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement.
E. All licenses granted herein shall immediately terminate upon the termination from the Affiliate Program. The Owner may also terminate said licenses upon notice to the Affiliate in the event that the Affiliate’s use of the Links and/or materials is contrary to or does not conform to the Owner’s standards, such standards to be determined by the Owner, in the Owner’s sole and absolute discretion.
5. PROHIBITION OF PAID SEARCH
As an affiliate, you are not allowed to bid on branded terms in paid search campaigns on any channel, including but not limited to Google. You are not permitted to bid on any brand names or terms, including "Kuma","Glow Biome", "Kumaglow.co" or similar branded search terms in the display name or display URL, as well as appearing at all on branded keywords. If you are found in violation of this policy, your Affiliate account will be immediately suspended, and you will forfeit any unpaid earnings.
6. CUSTOMER SERVICECustomers who buy Owner’s Products through the Affiliate Program will be deemed to be customers of Owners. Accordingly, all of Owner's rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. The Owner will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Owner’s Website through the Links. Pricing of the Owner products and services is totally within its discretion and the Owner reserves the right to change the Owner’s policies and procedures, pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Owner’s Website.
7. COMMISSION
A. For a product sale to generate a referral fee (“Commission”), the customer must follow a Link to Owner’s Website; purchase a product on the Owner’s Website; and remit full payment to Owner Commissions will be calculated based upon the gross sales price. Gross Sales Price shall mean all payments received by the Owner by the sales of the product, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, amounts due to credit card fraud, credits given to customers, bad debt right-off and returned goods.
B. The Affiliate shall be paid Commissions only on sales that are tracked through the Owner’s online tracking system via Affiliate's Affiliate link or Unique Coupon code, which indicate the Affiliate as the source. Links have 30 day cookies. If a customer clicks an Affiliate link, and does not order right away, but rather orders within 30 days, Affiliate will still get the commission. If a customer uses Affiliate's Coupon code, even if they did not use Affiliate link, that is sufficient to be linked to the Affiliate, and Affiliate will get the commission.
C. The Commission rate structure is a tiered system. The Owner reserves the right to change and amend the commission rate structure at any time, in the Owner’s sole discretion. The current commission rate is as follows:
0-9 orders/m . 10% commission
10-24 orders/m . 12% commission
25+ orders/m . 14% commission
D. Commissions, less any taxes that we are required by law to withhold, will be paid to the Affiliate on a monthly basis. Commissions will be adjusted for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser. All payments will be made via Paypal or Zelle to the email address the Affiliate supplied in the Affiliate Program Application.
8. TRADEMARKS AND COPYRIGHTSA. The Affiliate shall have a revocable, non-exclusive, worldwide, royalty-free for the term of this Agreement to use the trademarks, logos, and copyrighted material that the Owner provided to the Affiliate by the Owner for use on the Affiliate’s Website. The Affiliate may only use the images that the Owner specifically makes available to the Affiliate, which is specifically designated as approved images for Affiliate Program members. The Affiliate may not distribute, reproduce, modify, amend, or create derivatives of these images in any way. The Affiliate may use these images only for the purposes of promoting the Owner’s Website and products on the Affiliate’s Website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement.
B. This Agreement in no way infers that the Owner’s Website belongs to Affiliate. No such transfer of ownership interest is intended. All of the materials and information including trademarks and copyrights appearing on the Owner’s Website are copyrighted and are owned by Owner. The mere fact that the name of the Owner’s Website appear as an “Affiliate” of Affiliate shall not serve to convey any ownership interest in and to the Owner’s Website to Affiliate. The Owner will retain all goodwill and other value associated with any of the materials provided to the Affiliate. The Affiliate by virtue of this Agreement will not gain any trademark, copyright or other proprietary rights in and to such materials. The Affiliate agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Affiliate will not use these materials in any way that damages, defames, disparages, derogates, or negatives the Owner’s business or reputation. The Owner may revoke the licenses granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate will immediately cease any use of this material. The Affiliate is not permitted to use any other proprietary materials which are not provided to the Affiliate hereunder, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s Website.
C. The Affiliate grants to the Owner a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Program. The Affiliate represents and warrants that Affiliate is the absolute, sole and exclusive owner of all such materials and that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate is not under any legal or contractually limitation on the right to so license these materials. The Owner has no obligation to announce, advertise, market, or promote the Affiliate participation in the Owner Affiliate Program, but reserves the right to do the same at its sole discretion.
9. AFFILIATE’S RESPONSIBILITY FOR AFFILIATE’S WEBSITE
A. The Affiliate is solely responsible for the development, maintenance, operation of the Affiliate’s Website and for placing Links on Affiliate’s Website in compliance with the terms of the Affiliate Program.
B. The Affiliate is completely responsible for all items and material that appear on Affiliate’ Website and for assuring that such items do not infringe upon or violate the rights (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights, or other rights) of any third party. The Owner is not responsible for any matter pertaining to the Affiliate’s site or the content thereof.
C. The Affiliate represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
D. The Affiliate will indemnify and hold harmless the Owner from any and all claims, damages, suits, threats, demands, liabilities, expenses (including without limitation attorney fees) actions, causes of action relating to the development, operation, maintenance, and contents of the Affiliate Site.
10. REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIABILITIESA. The Affiliate represents and warrants to the Owner that: i. The Affiliate has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally binding agreement enforceable against the Affiliate. ii. The execution, delivery, and performance by the Affiliate of this Agreement and the consummation by the affiliate of the transactions contemplated hereby will not conflict with or violate (a) any provision of law, rule, or regulation to which the affiliate is subject, (b) any order, judgment, or decree applicable to the affiliate or binding upon the Affiliate's assets or properties, (c) any provision of the affiliate's by-laws or certificate of incorporation, or (d) any Agreement or other instrument applicable to the affiliate or binding upon the affiliate's assets or properties. iii. There is no pending or, to the best of the Affiliate's knowledge, threatened claim, action, or proceeding against the Affiliate, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the affiliate's trademarks, and, to the best of the affiliate's knowledge, there is no basis for any such claim, action, or proceeding.
B. The Affiliate hereby indemnifies and holds harmless the Owner, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any other party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s Website.
C. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITIES RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS OWNER’S WEBSITE OR TO ACCESS OWNER’S WEBSITE USING THE LINKS FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO OWNER’S WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT OWNER’S WEBSITE OR ANY APPLICATION, INCLUDING, BUT NOT LIMITED TO, ITS LINK TRACKING FEATURE WILL BE ERROR-FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.D. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.E. Without limiting the forgoing, the Owner total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.
11. MISCELLANEOUS
A. Modification. The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon giving thirty (30) days’ written notice to the Affiliate. The Affiliate will be notified by email and a change notice will be posted on the Owner’s Website. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. The Affiliate may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Affiliate and such termination shall be the Affiliate sole and exclusive remedy. In the event that the Affiliate continues to participate in the Affiliate Program following such modifications, the Affiliate will be deemed to accept any and all such changes.
B. Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information concerning Owner or the Affiliate, respectively, provided by or on behalf of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (i) to any person pursuant to a subpoena issued by any court or administrative agency, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process.
C. Choice of Law/Venue. This Agreement shall be interpreted under the laws of the State of Michigan, applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of Oakland, State of Michigan, and the parties hereto irrevocably consent to the jurisdiction of such courts.
D. Relationship of the Parties. The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, or agent/servant. The Affiliate has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of the Owner.
E. Notices. Notices to the Owner shall be sent by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Affiliate via Email or by posting the same on the Affiliates section of the Owner’s Website. Notices to the Affiliate shall be by Email addressed to the Email address that the Affiliate has provided to the Owner in the Affiliate’s Affiliate Program Application or by posting such notices on the Affiliate section of the Owner’s Website. It shall be the Affiliate responsibility to check the Affiliate section of the Owner Website periodically to monitor all notices set forth thereon.
F. Assignment. This Agreement is only for the benefit of the party that the Affiliate list in the Affiliate Program Application. The Affiliate shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
G. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
H. Waiver. No failure of Owner to pursue any remedy resulting from a breach of this Agreement by Affiliate shall be construed as a waiver of that breach, or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of Owner.
I. Severability. If any provision or term of this Agreement is held to be invalid, illegal or unenforceable for any reason, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
