Affiliate Agreement

Last Updated June 28, 2024.

Kaali Affiliate Agreement 

Kaali may offer you an opportunity to become an independent Kaali Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money by selling its products for Kaali to other users or your audience or followers. Kaali reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein.   

This Affiliate Agreement (“Agreement”) governs your application for, and any subsequent participation in, Kaali Affiliate program.  By clicking “I Accept the Terms and Conditions” and submit, you thereby accept the terms of this Agreement, you indicate that you have read and understood this Agreement, and agree that you are bound by its terms. 

SECTION 1 – PARTIES

All references to “Kaali” herein means and refers to Gunjan Inc., doing business as Kaali.  All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement.  Kaali and You are each referred to herein as a “Party,” and collectively as the “Parties.”

SECTION 2 – APPLICATION

You agree to provide all information requested by Kaali in connection with your Affiliate application, and you affirm that all information that you provide is truthful and accurate. You understand and agree that Kaali retains sole and exclusive discretion to determine whether you qualify for participation in Kaali’ Affiliate program. Not everyone who applies for Kaali’ Affiliate program will qualify to participate.  

SECTION 3 – CONSENT TO BE CONTACTED 

You expressly consent to be contacted at the email address and the phone number you provide in your application about your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

SECTION 4 – COMPENSATION  

If Your application to become an Affiliate is approved by Kaali, you will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which you will use to advertise Kaali. You will have the opportunity to receive a commission for each qualified sale that is registered using Your Affiliate ID. 

In the event that a potential new user (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.

Provided that the Sold Account (as defined below) remains in good status within thirty (30) days from the Sale, You will be paid a commission for each sale that generates a payment to Kaali in a month (“Commission”).  Except as otherwise provided herein, Commission payments will be paid on the 1st of each month following Kaali’ receipt of payment for a sale, subject to the other terms of this Agreement.  In the event the 1st of a month falls on a holiday, Commission payments will be paid on the business day preceding the holiday.  All Commission payments are based on the amount of fees received by Kaali, less sales taxes and shipping fees, if any.

Offer to Influencers, Affiliates and Ambassadors Program collectively referred to as “Kaali Affiliates Program”: 

We are offering 8% Affiliate commission on qualified sales.

Following table explains how your commission will be calculated for payouts:

Commission will be paid out every 1st of the month after 2 months (to give enough time to process customer returns or exchanges)

Sales taxes, shipping fees or any other fees paid by the customer will never be counted in the total sales amount to calculate commissions. Commissions will only be calculated on the individual product’s selling prices.

Terms:

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider.  Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must equal or exceed One Hundred and fifty and 00/100 Dollars ($150.00) (USD) before you receive a payment from Kaali.  If your combined Commissions in a 120-day period do not exceed $150.00 (USD) Your Commissions will not be paid and will be forfeited.

Commissions are paid only for transactions that actually occur between Kaali product Sales in which payment is received by Kaali. If payment for a Sold Product later results in a refund or chargeback, and if a Commission or Bonus was paid to You for that Sold Product, then the Commission or Bonus will be deducted from Your future Commissions and/or Bonuses.  

Qualified Sales and Commission Payouts

To ensure clarity for our affiliates, here’s what constitutes a qualified sale in the Kaali affiliate program:

• Definition of a Qualified Sale: A qualified sale occurs when a customer makes a purchase through your unique affiliate link and the order is successfully completed without any returns or exchanges.
• Commission Structure: Affiliates earn an 8% commission on all qualified sales.
• Payout Schedule: Commissions are paid out on the 1st of every month, following a two-month processing period. This timeframe allows for the handling of customer returns or exchanges, ensuring that only finalized transactions are counted.
• Example: If a customer makes a purchase in January, the commission for that sale will be processed and paid out on March 1st, provided there are no returns or exchanges.

By understanding these guidelines, affiliates can effectively track their sales and anticipate their earnings.

Affiliate Discount Policy

As a valued member of the Kaali affiliate program, affiliates are eligible for a 10% discount on all Kaali products. This discount is intended for personal use only and is non-transferable. Affiliates cannot earn commission on their own purchases. To access the discount, affiliates must be logged into their affiliate account when making a purchase. Any misuse of this discount, including sharing discount details with non-affiliates or reselling products at the discounted price, is strictly prohibited and may result in termination of the affiliate relationship. Kaali reserves the right to review and adjust the discount policy at any time.

If Kaali determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission or Bonus will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions and Bonuses, and Kaali may terminate this Agreement immediately without Kaali having any liability to You.

Content Usage and License Agreement

By participating in the Kaali affiliate program, influencers grant Kaali a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and create derivative works from any content they create in connection with promoting Kaali products. This includes, but is not limited to, photos, videos, blog posts, social media content, and reviews. Kaali reserves the right to share, repurpose, and modify this content across its marketing channels, including social media, website, email campaigns, and advertising materials. Influencers retain ownership of their original content but agree that Kaali may use it indefinitely for promotional purposes without additional compensation. Influencers are responsible for obtaining necessary permissions for any third-party content included in their promotional materials.

SECTION 5 – TERM AND TERMINATION

The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the Kaali Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination.  If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Kaali service or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You.  For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Appendix A, Section 2, Disclosure.  In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions, Bonuses, and any other payments owed to You or that may in the future be owed to You without any further liability by Kaali to You. 

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration.  All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Kaali account.

SECTION 6 – ADDITIONAL REPRESENTATIONS AND WARRANTIES

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Kaali of the same within 24 hours. Kaali, in its sole and exclusive discretion, may immediately terminate Your participation in Kaali’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.  

SECTION 7 – ENTIRE AGREEMENT

This Agreement, Appendix A below, along with Kaali’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate: 

1. General Compliance: Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the  FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Kaali that are inconsistent with, or beyond the scope of marketing materials produced and made available by Kaali on Kaali website, www.maakaali.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.  Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, product information, about your e-commerce or affiliate business, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. Kaali retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
   

2. Disclosure:  On any website that Affiliate advertises any of Kaali service or product, Affiliate must plainly display (i.e., not in a link, or in small font)  disclaimer language, such as:
   

Disclosure: I am an independent Kaali Affiliate, not an employee.  I receive referral payments from Kaali. The opinions expressed here are my own and are not official statements of Kaali or its parent company.

3. Non-Disparagement.Affiliate is not permitted to comment negatively about or disparage the products or services of Kaali or any other person or entity, including without limitation the products or services of a Kaali competitor.  Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Kaali, any brand name of Kaali, or based on the trademarks or brand name of any competitor of Kaali, or any other third party.  Affiliate shall not direct link to a Kaali’ sales page from any paid advertising.
   

4. Social Media.  If Affiliate advertises on Instagram or YouTube, then each post must comply with all of the following:
   

• Each post must contain @Kaali or #Kaali.
  
• Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.
  
• Each Instagram post must use Instagram’s “Paid Partnership” tool.
  
• Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video.
  

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media.  Affiliate must also comply with all rules of each social media platform that Affiliate uses.

Affiliate is also expressly prohibited from making any express or implied claims that Kaali is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

5. Kaali’ Trademarks.  No logo, tagline, trademark, trade name, or trade dress owned by Kaali may be used, copied, or reproduced by any Affiliate except as set forth below.  No Kaali intellectual property (or any mark confusingly similar to any Kaali intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.  
   
   

Kaali retains exclusive ownership of all Kaali’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Kaali’ intellectual property.

6. Complaint Notification.  Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to kaali.army@maakaali.com.
   

7. Independent Contractor.  Affiliates are independent contractors of Kaali. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Kaali and You by virtue of this Agreement.  You have no right to act on behalf of or bind Kaali in any way, nor share in the profits or losses of Kaali. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
   

8. NO WARRANTY; NO LEADS. Kaali does not promise, guarantee or warrant Your business success, income, or sales.  You understand and acknowledge that Kaali will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.  You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.
   

9. LIMITATION OF LIABILITY.EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL KAALI OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER KAALI HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. 
   

IN NO EVENT SHALL KAALI’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO Kaali FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST Kaali OCCURRED OR THREE HUNDRED DOLLARS ($300), WHICHEVER IS GREATER.

10. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.
    

As explained in Kaali’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof.  The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “Kaali’ ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.

11. Indemnity: You agree to protect, defend, indemnify and hold harmless Kaali, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Kaali for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.
    
12. Severability: In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
    
13. Modification/Amendments: This Agreement and Kaali’ standard Terms of Service may be modified by Kaali at any time, with or without prior notice to You.  Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the affiliate center.  No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Kaali. Your continued acceptance of Commission or Legacy Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
    

Updated June 28, 2024.