Affiliate Agreement

Keda Industries LLC | MyKeda.com

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FOREWORD

Our affiliates are of the highest importance to us. We endeavor to do all we can to treat you fairly and with the utmost respect. All we ask is for the same consideration. We have taken the time write out the following agreement with you in mind, as well as to protect our company and it’s good name. Please stay with us as we guide you through this legal formality and if at any time you have questions, comments, or concerns, please let us know. We believe in straight-forward communication and honest connections. For the quickest response, please email us at affiliate@mykeda.com. Alternatively, you can reach us via phone at: (877) 335-5590.

Best Regards,
Daniel Vanderkin & Kenneth Decauwer
Managing Partners at Keda Industries LLC


KEDA INDUSTRIES AFFILIATE AGREEMENT DEFINITIONS

“We”, “Our”, “Us”, – “Keda Industries”, “MyKeda” (collectively, “Keda”)

“You”, “Your”, “Yourself” and “Affiliate(s)” – the business, individual or legal entity applying for participation in the Keda Affiliate Program, or that displays Our products, services, and/or promotions on its website and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from Keda for sales resulting from such display.

“Agreement” – the entirety of the legal agreement regarding application for participation as an affiliate in Keda’s Affiliate Program.

“Affiliate Site” – the Affiliates Internet site which displays Keda Products and Services and/or promotions.

“Keda Products and Services” – marketing and related products and services that are available for purchase through Keda Industries.

“Commission Fees” or “Commissions” – Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to Keda under and in accordance with this Agreement.

“Qualified Purchase” – a sale of Keda Products and Services by Keda, to a Referred Customer which meets the criteria set forth in the Sections hereof.

“Referred Customer” – each new and unique customer referred from Affiliate through a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria set forth in Section v hereof.

“Registration Form” – any and all order forms, Registration Forms, or other signup or acceptance form (whether online, paper, fax, or otherwise) submitted by You or, as applicable, the Referred Customer to make a Qualified Purchase.

“Confidential” or “Confidential Information” – any and all technical and non-technical information provided by either party to the other that is marked or otherwise identified at the time of disclosure as confidential or proprietary, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specifications, works of authorship, patent applications or other filings, models, inventions, know-how, processes, algorithms, software source documents, and formulae related to the current, future, and proposed technologies, products and services of each of the parties, and also any information concerning research, experimental work, development, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, business plans, proprietary information, personally-identifiable information, sales and merchandising, marketing plans of or related to the disclosing Party and information the disclosing Party provides regarding or belonging to third parties. For oral disclosures to constitute “Confidential Information,” such disclosures must be identified at the time as confidential or proprietary and the disclosing Party must provide a written summary of the Confidential Information within thirty (30) days following initial disclosure.


AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.
ADDITIONALLY, YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN US, KEDA INDUSTRIES LLC, AND YOU, REGARDING YOUR APPLICATION TO PARTICIPATE AS AN AFFILIATE OF KEDA INDUSTRIES. BY SUBMITTING THROUGH THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

  1. Modification
    1. We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. Such modifications will take effect when posted on Our site. Keda, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this agreement. These modifications may include, but are not limited to: changes in the scope of available referral fees, fee schedules, payment procedures and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the change.
  2. Enrollment
    1. To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup Form can be found at: http://mykeda.com/affiliate/?wp_affiliate_view=signup
    2. We will evaluate Your application in good faith and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application if We determine (in Our sole discretion) You, or Your site, unsuitable for Our Affiliate Program for any reason, including, but not limited to: inclusion of content that is, in Our opinion, unlawful or otherwise does not meet our general TERMS OF USE located at: http://poweredbykeda.com/legal/terms-of-use
  3. Affiliate Rights, Obligations, and Promotion of Our Relationship
    1. You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to: the technical operation of Your site and all related equipment; creating and posting product reviews, descriptions, and references on Your site and linking those descriptions to Our website; the accuracy and propriety of materials posted on Your site (including, but not limited to: all materials related to Keda Products and Services); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
    2. We have the right, in Our sole discretion, to monitor signups through Your site at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance We may terminate this Agreement immediately.
    3. We may cancel your application if we determine that your site is unsuitable for our Affiliate Program, including if, but not limited to:
      1. Promotes sexually explicit materials;
      2. Promotes violence;
      3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
      4. Promotes illegal activities;
      5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
      6. Includes “Keda” or variations or misspellings thereof in its domain name;
      7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
      8. Contains software downloads that potentially enable diversions of commission from other Affiliates in our program;
      9. You may not create or design Your website or any other website that You operate, explicitly or implied in a manner which resembles our website nor design Your website in a manner which leads customers to believe You are Keda or any other affiliated business.
    4. As a member of Keda’s Affiliate Program, You will have access to the Keda Affiliate Platform. Here You will be able to review Our Program’s details and previously-published Affiliate newsletters, download HTML codes (that provides for Links to web pages within the Keda web site) and banner creatives, browse and get tracking codes for Our coupons and deals. In order for Us to accurately keep track of all guest visits from Your site to Ours, You must use the HTML code that We provide for each banner, text Link, or other Affiliate Link We provide You with.
    5. Keda reserves the right, at any time, to review Your placement and approve the use of Your Links and require that You change the placement or use to comply with the guidelines provided to You.
    6. It is entirely Your responsibility to follow all applicable intellectual property and other laws that pertain to Your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and You will be solely responsible) if You use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
    7. If You qualify and agree to participate as an Affiliate, We will make available to You a variety of graphic and textual Links (each of these Links sometimes being referred to herein as “Links” or, individually, as a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify Your site as a member of the Keda Affiliate Program and will establish a Link from Your site or e-mail to Ours. The Links may connect to any area of Our site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links.
    8. You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us or text messages expressly approved in advance in writing by Keda. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the Affiliate tracking cookie without the Referred Customer’s knowledge (example: iFrame). Any information with respect to Us that is going to be displayed on Your site must be provided by Us and expressly approved by Us in writing in advance of any display.
    9. EXCEPT AS PERMITTED ABOVE OR IN SECTION XX BELOW, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE KEDA TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE “LINKS” AND THE “LICENSED MATERIALS” [DEFINED BELOW], ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
    10. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning Keda, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and Links. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. Any violations of the terms surrounding Links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Your termination from the program or withholding of Commissions.
  4. Keda Rights and Obligations
    1. We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. Keda will solely be responsible for order processing for orders/Qualified Purchases placed by a Referred Customer following a Link from Your site, and for providing information to Affiliates regarding Qualified Purchases statistics.
    2. Keda will be solely responsible for all order processing, including, but not limited to: payment processing, cancellations, refunds and related Keda service. Any determination made by Keda regarding the foregoing shall be binding absent manifest error.
    3. We have the right to monitor Your site at any time to determine if You are following the terms and conditions of this Agreement. We may notify You of any changes to Your site that We feel should be made, or to make sure that Your Links to our web site are appropriate and to notify further You of any changes that We feel should be made. If You do not make the changes to Your site that We feel are necessary, we reserve the right to terminate Your participation in the Keda Affiliate Program.
  5. Affiliate URL
    1. You will be issued a special URL once you become an approved member of the Keda Affiliate Program which will be unique to You and You only, and will allow You to be paid for Affiliate referrals.
  6. Commission Determination
    1. Under the Affiliate Program, You will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that You refer to Keda under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the “Criteria”):
      1. Commission may not be paid for a Referred Customer that has transferred from any of Our partners or subsidiaries.
      2. Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased Keda Products or Services. To generate a Commission Fee for You, each Referred Customer must be an active, qualified customer of Keda and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback.
      3. Each Referred Customer must sign up in a manner, which in Our sole judgement, definitely establishes that the Referred Customer was referred directly from You to Keda under this Agreement.
      4. Each Referred Customer must remain in compliance with our Terms of Use and other policies that are active at the time the Commission Fees are processed.
      5. Commission Fees may not be paid for the Qualified Purchase if the Referred Customer has been offered or received coupons, refunds, credits or discounts from the Affiliate or if the Referred Customer has joined a business-opportunity program (as determined by Keda in its sole discretion) that is managed or participated in by the Affiliate, unless Keda has provided its prior written permission.
      6. If a Referred Customer has received a popup with a discounted offer, while leaving Our site during their purchase, We will NOT pay commissions on purchase.
    2. Keda reserves the right to withhold initial Commissions Fees for Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by Keda in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
    3. Keda reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred Customer(s). Keda reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled Keda purchases. Where no subsequent Commission Fee is due and owing, Keda will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.
    4. Keda, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
      1. Any account/sale which has not been in an approved status in good standing as an account of Keda for a period of at least thirty (30) days.
      2. All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information.
      3. If we deem orders to be fraudulent or see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same customer, or referral of accounts which do not comply with this Agreement. We review account information (including site content) to assess referrals.
      4. Altering Our Links in any way.
      5. Referred Customers that have been offered or received coupons, refunds, credits or discounts from the Affiliate or for Referred Customers who have joined a business opportunity program that is managed or participated in by the Affiliate, unless Keda has provided written permission.
      6. Affiliate whom We believe may be artificially submitting Referred Customers, engaging in the advertisement of business-opportunity sites (as determined by Keda in its sole discretion), using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.
    5. Keda reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; Keda is not obligated to actively notify Affiliates of the status of Commission Fees. If an Affiliate has a question about a Commision Fee that has been cancelled or withheld, that Affiliate has 30 days from the day the payment was due to contact Keda to discuss or reclaim the Commission Fee. Any changes to decisions about cancelled or withheld Commission Fees are strictly at Keda’s discretion.
    6. In the event that the Referred Customer(s) that are referred to Keda by a specific Affiliate are determined to have an excessive cancellation rate (as determined by Keda in its sole discretion), Keda reserves the right to withhold or decline pending and future Commission Fees for the Affiliate.
    7. Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud Keda or violation of any of the terms of this Agreement constitutes immediate grounds for Keda to terminate this Agreement and will result in forfeiture of any Commission Fees due to You.
  7. Commission Fee Accrual and Payments
    1. Subject to the terms of this Agreement, we will pay a Commission Fee equal to the specified percentage or dollar amount set forth in the Commission Report in Your Affiliate Platform on a Qualified Purchase by a Referred Customer which occurs during the month for which such Commission Fee is being calculated.
    2. Commission Fees will be processed approximately fifteen (15) to thirty (30) days after payment for the Qualified Purchase has been processed and confirmed complete.
    3. Commissions will accrue and only become payable once You provide all relevant tax and address documentation pursuant to Section xvi below.
    4. For a Qualified Purchase to generate a commission to an Affiliate, the Referred Customer must complete the order form and remit full payment for the Keda Products or Services ordered through the secure order system. Word of mouth referrals will not result in an Affiliate commission being generated. Commissions will only be paid on a Qualified Purchase that is made when the Referred Customer clicks through qualified, correctly structured Affiliate Links. Properly coded Links are the sole responsibility of the Affiliate.
  8. Payment
    1. Commission Fees shall be paid based on the current information in Your Affiliate profile. Please notify Us promptly of any change in Your Affiliate profile information by updating Your profile information in the Affiliate console or by contacting Us. You are solely responsible for making or informing Keda of changes to Your profile.
    2. Keda pays Affiliates via a PayPal Account, provided to us when an Affiliate joins. If the PayPal email changes, it is the sole responsibility of the Affiliate to notify Us to ensure proper commission payments. We will not resend payments returned due to incorrect payment email addresses.
    3. If unable to use PayPal for any reason, it is Your sole responsibility to notify Us of Your desired payment form/type. Commission Fees will be paid using an alternative payment form/type at Keda’s sole discretion.
    4. Keda is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Affiliate Commission Fees.
    5. Check payments will only be re-issued within 120 days of original issue date in the case of a lost check or stop-payment request. After 120 days, the payment will be voided. Check cancellation fees may be applied.
    6. PayPal payments will only be re-issued within 120 days of original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment.
    7. You can update or change payment information at any time by updating Your Affiliate Profile located in the Keda Affiliate Platform, or by contacting Us.
    8. Keda, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
    9. Disputes: Affiliate has access to Keda’s real-time Affiliate Program statistics and activity and specifically agree to file any tracking or commission disputes as well as any other disputes and discrepancies within 30 days after the end of the month in which the sale or event that is disputed occurred. Disputes files after 30 days of the date on which the Qualified Purchase occurred will not be accepted by Keda and Affiliate forfeits forever any rights to a potential claim.
  9. Term and Termination
    1. The term of this Agreement will begin when You accept and will end when terminated by either party. Either Keda or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.
    2. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and You will immediately cease use of, and remove from Affiliate’s web site, all Links to the Keda websites, and all Keda trademarks and logos, other Keda marks and all other materials provided in connection with this program.
    3. Without limitation, Affiliate’s participation in the Affiliate Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate’s violation or breach of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
    4. Any Affiliate who violates either this Agreement or Keda’s Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the Keda Affiliate Program.
    5. Keda reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Keda’s sole discretion.
  10. Order Processing, Fulfillment, and Policies
    1. We will process orders placed by Referred Customers who follow the Links from Your website to Keda’s. We reserve the right, in Our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including Keda service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your website and will make this information available to You through Our website. To permit accurate tracking, reporting, and Commission accrual, You must ensure that the Links between Your website and Our website are properly formatted.
    2. Affiliates are not authorized to collect payments or sell any Keda Products or Services from other websites as a “reseller” and no “resale” rights are granted in ANY way. Affiliates are not authorized to sell any of these products on eBay or other auction sites. Affiliates are not authorized to give away copies of any of these products. Keda will also be solely responsible for all customer service inquiries. All Affiliate understand and acknowledge that no physical products will be shipped.
    3. Referred Customers who make a Qualified Purchase through the Keda Affiliate Program will be deemed to be customers of Keda. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change Our policies and operating procedures at any time. Prices and availability of Our products and Services may vary from time to time. Keda policies will always determine the price paid by the customer.
  11. Permitted Usage
    1. Affiliates are permitted to use the graphical banners and design resources located in the Keda Affiliate Platform. If a specific size banner ad is not available, the Affiliate may contact Us at affiliate@mykeda.com and request a new banner graphic be added to the available resources.
    2. Affiliates are not prohibited from keying in Referred Customer prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Keda’s service).
  12. Prohibited Usage
    1. You are free to promote Your own web sites, but any promotion that mentions Keda could be perceived by the public or the press as a joint effort. You are responsible for being aware that certain forms of advertising are always prohibited by Keda. For example, advertising commonly referred to as “spamming” is unacceptable to Us and could cause damage to Our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, You may not advertise in any way that effectively conceals or misrepresents Your identity, Your domain name, or Your return email address. You may use mailings to customers to promote Keda so long as the recipient is already a customer or subscriber of Your services or web site, and recipients have the option to remove themselves from future mailings. Also, You may post to newsgroups to promote Keda so long as the news group specifically welcomes commercial messages. At all times, You must clearly represent Yourself and Your web sites as independent from Keda. If it comes to Our attention that Your are spamming, we will consider that cause for immediate termination of this Affiliate Agreement and Your participation in the Keda Affiliate Program. Any pending balances owed to You will not be paid if Your account is terminated due to such unacceptable advertising or solicitation.
    2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click (PPC) campaigns on keywords such as mykeda.com, Keda, www.mykeda, www.mykeda.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to Ours, will be considered trademark violators, and will be banned from the Keda Affiliate Program. We will do everything possible to contact the Affiliate prior to the ban. However, We reserve the right to expel any trademark violator from Our Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.
    3. Affiliate shall not transmit any so-called “interstitials”, “Parasiteware”, “Parasitic Marketing”, “Shopping Assistance Application”, “Toolbar Installations and/or Add-ons”, “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying Link until such time as the consumer has fully exited Keda’s site(s) (i.e. no page from Our site  or any of Keda’s content or branding is visible on the end-user’s screen). As used herein, a “Parasiteware” and “Parasitic Marketing” shall mean an application that:
      1. through accidental or direct intent causes the overwriting of Affiliate and non-Affiliate commision tracking cookies through any other means than a customer intiated click on a qualifying link on a web page or email;
      2. intercepts searches to redirect traffic through an installed software, thereby causing, popups, commision tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, MSN, Yahoo, Overture, AltaVista, Hotbot, Duck Duck Go, and similar search or directory engines);
      3. set commission tracking cookies through loading of Keda site in iFrames, hidden links and automatic popups that open Keda’s site;
      4. targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing;
      5. removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
  13. Access to Affiliate Account Interface
    1. You will create a password, when registering as an Affiliate, so that you may enter Keda’s secure Keda Affiliate Platform. From there you will be able to receive Your reports that will describe Our calculation of the commissions due to you as well as provide you with banner Links, text Links and creative properties for use on Your site to direct customers to Keda’s site(s) to make Qualified Purchases and earn Commission Fees.
  14. Anti-Spam Policy
    1. Keda strictly prohibits Affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the follow:
      1. Electronic mail messages addressed to a recipient with whom the sender does not have existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
      2. Messages posted to blogs, forums, Twitter, Facebook, and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the Affiliate Account may be permanently terminated after investigation.
      3. Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
      4. Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system;
      5. Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations or laws.
    2. Keda, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:
      1. Account Termination: Upon the receipt of a credible complaint, the Keda Affiliate Program manager may investigate the complaint, and if necessary, will then terminate the affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account. At Keda’s discretion, termination may not only result in being banned from the affiliate program, but also being banned from ANY other internal affiliate programs.
    3. If you wish to report a violation of our Anti-Spam Policy, please forward all relevant information and evidence to our Affiliate Support Department at affiliate@mykeda.com.
  15. Relationship of Parties
    1. You and Keda are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.
  16. Taxes/Address Changes
    1. It is Your responsibility to provide Keda with accurate tax and payment information that is necessary to issue a Commission Fee to You. If Keda does not receive the necessary tax or payment information within 90 days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
    2. Each Affiliate is required to submit a W8/W9 tax form.
    3. You are responsible for the payment of all taxes related to the commissions You receive under this Agreement. In compliance with U.S. tax laws, Keda will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.
    4. You are responsible for information Keda about changes to postal and email addresses, as well as any changes to Your name, email address, contact information, tax identification number, or other personal information that will impact Keda’s ability to issue a valid Commission payment.
    5. Any address changes must be received by Keda at least 15 days prior to the end of the calendar month in order for Commission Fees for that month to be sent to the revised address.
  17. Limitation of Liability
    1. KEDA WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, EXPENDITURES OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT.
  18. Independent Investigation
    1. Your application submission acknowledges that You have read this agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit Keda relationships on terms that may differ from those contained in this agreement. We may also solicit Keda relationships with entities that operate websites that are similar to or compete with Your website. You have independently evaluated the desirability of participating in the Keda Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
  19. Representations and Warranties
    1. You represent and warrant that:
      1. This agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms;
      2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
      3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
  20. Grant of Licenses
    1. We grant You a non-exclusive, non-transferable, revocable right to (i) access Our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that We provide to You or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of Keda’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Keda and the good will associated therewith will inure to the sole benefit of Keda.
  21. Disclaimers
    1. We make no express or implied warranties or representations with respect to the Affiliate Program or an Affiliate’s potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and Keda will not be liable for the consequences of any interruptions or errors.
  22. Miscellaneous
    1. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
    2. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
    3. This Agreement is representative of the entire agreement between Us and You, and shall supersede all prior agreements and communications of the parties, oral or written.
    4. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
    5. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
  23. Confidentiality
    1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
    2. Each party’s obligations under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the Recipient can document that such information: (a) was in the public domain at the time it was communicated to the Recipient by the Disclosing Party through no breach of an obligation of confidentiality to the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Recipient or other breach of an obligation of confidentiality to the Disclosing Party; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or (d) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Disclosing Party.
    3. All Confidential Information is provided “AS IS,” without any warranty of any kind. The parties recognize and agree that except as expressly set forth in Section xxiii.iv below, nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information of the other party absent separate written agreement.
    4. Confidential Information shall not be reproduced in any form except as required to accomplish the purpose of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.
  24. Indemnification
    1. You hereby agree to indemnify and hold harmless Us and Our subsidiaries and Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney’s fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on;
      1. any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
      2. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or
      3. any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
  25. Governing Law
    1. The laws of the United States and the State of Washington will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state court located in Clark County, Vancouver, Washington and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.

I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING COMMISSION FEES FROM US.

This file was last modified on June 7, 2016.