Referral Program Terms

BY SUBMITTING AN APPLICATION TO OUR REFERRAL PARTNER PROGRAM, YOU ARE CONSENTING TO OUR REFERRAL PARTNER PROGRAM AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR REFERRAL PARTNER PROGRAM.

In consideration of GO KALI (“Company”) maintaining a Referral Partner Program for its products titled Go Kali Website Package, and you (“Referral Partner”) desiring to participate in the Referral Partner Program, it is agreed as follows:

1. ENROLLMENT

In order to enroll in the Company Referral Partner Program, Referral Partner must complete an application form for which Referral Partner desires to promote the products and services sold through the Referral Partner Program. Applicant agrees that any registration information provided to the Company will always be accurate, correct and up to date and that the account will not be used for any illegal or unauthorized purpose. Applications will be evaluated by the Company and Company reserves the right to deny entrance into its Referral Partner Program to any applicant that is deemed unqualified for any reason, at Company’s sole and absolute discretion.

2. TERM

The term of this Agreement shall be exactly 1 year from the date of signing. At the end of the term, this Agreement will automatically renew for an additional 1 year term unless cancelled by either party in accordance with Paragraph 3.

3. CANCELLATION

Company or Referral Partner may cancel this Agreement for any reason by providing 30 days written notice to the other party; the date this notice is sent will be the Cancellation Date. Failure to comply with the terms of this Agreement will result in immediate cancellation of this Agreement by the Company and forfeiture by Referral Partner of any accrued, unpaid commissions. Company shall pay any pending commissions owed to Referral Partner through the Cancellation Date, if a cancellation of this Agreement occurs for any reason other than a violation of this Agreement on the part of the Referral Partner. Upon cancellation by either party, Referral Partner’s limited license to use the intellectual property of Company for the purpose of promoting the products and/or services offered through the Referral Partner Program, will cease as of the Cancellation Date.

4. PROMOTIONAL MATERIALS

Company shall make available to Referral Partner certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Referral Partner’s channels (the “Promotional Materials”). Referral Partner shall display the Promotional Materials on Referral Partner’s channels prominently and as Referral Partner sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Referral Partner shall also include a link from the Promotional Materials to Company’s website, as specified by the Company.

5. USE OF PROMOTIONAL MATERIALS

The Referral Partner’s use and display of the Promotional Materials on the Referral Partner’s channels and Social Media accounts shall conform to the following terms, conditions and specifications:

Referral Partner may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials provided by Company, unless Company approved such other materials in writing prior to their display.
Referral Partner may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
Referral Partner will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Company. If Referral Partner wishes to alter or otherwise modify the Promotional Materials, Referral Partner must obtain prior written consent from the Company for such alteration or modification.
The Promotional Materials will be used to link only to Company’s website, and/or to the specific web site page specified and approved by Company.

6. LIMITED LICENSE TO USE INTELLECTUAL PROPERTY

Upon acceptance into the Referral Partner Program, Company grants the Referral Partner a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement. The Referral Partner may display these materials on the Referral Partner’s website for the sole purpose of participating in the Referral Partner Program. The Referral Partner is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials. Upon cancellation by either party, Referral Partner’s limited license to use the Promotional Materials for the purpose of promoting the products and/or services offered through the Referral Partner Program, will cease as of the cancellation date. Upon the cancellation date, Referral Partner must immediately cease any use of the Promotional Material. The Referral Partner is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.

7. COMMISSION

a. Referral Partner will be paid a referral fee (“Commission”), for each customer who completes a purchase on the Company website using the unique Referral Partner Promo Code assigned to Referral Partner (“Referral Partner Promo Code”). Commissions will be calculated based upon the Gross Sales Price of Setup Fee which is defined as the one-time payment received by the Company for the sale of the product, but not including any monthly maintenance service fees, sales tax, finance charges, late charges, collection costs, amounts due to credit card fraud, credits given to customers, bad debt right-off and refunded products or services. The Referral Partner shall be paid Commissions only on sales that are tracked through the Company’s online tracking system and indicate the Referral Partner Promo Code as the source.

b. The Commission rate will be a $100 (US DOLLAR AMOUNT, USD) referral fee for each completed purchase made using the Referral Partner’s Promo Code and actually paid to the Company. Any recurring Monthly Maintenance payments/fees collected by the Company in association with the Company’s product or service are excluded from commissions. Company reserves the right to change and amend the commission rate structure at any time, in the Company’s sole discretion.

c. Commission will be paid to the Referral Partner after 14 days from date of successful sale using the unique Referral Partner Promo Code assigned to Referral Partner (“Referral Partner Promo Code”). Commissions will be adjusted for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser. All payments will be made to the Referral Partner’s PayPal account unless other arrangements are approved by the Company.

COMMISSION FEE SCHEDULE

Sales and Commission may vary based on the customer’s country of origin. We currently accept payments from customers in the United States (USD) and the United Kingdom (GBP). Please use the Commission Fee Schedule to determine the commission amount based on the currency in that territory.

Country	Amount
United States	$100 USD
United Kingdom	£100 GBP

8. CUSTOMER SERVICE

The Company will handle all aspects of customer service for customers who purchase through the Referral Partner’s Link including customer inquiries, product orders, customer billing and collection, and product delivery. Company reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel 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 Referral Partner or customers purchasing through the use of the Referral Partner’s Promo Code.

9. REFERRAL PARTHER INTELLECTUAL PROPERTY

The Referral Partner grants Company a revocable, non-exclusive, worldwide, royalty-free license to use the Referral Partner’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 Referral Partner’s participation in the Referral Partner Program. The Company has no obligation to announce, advertise, market, or promote the Referral Partner’s participation in the Company Referral Partner Program, but reserves the right to do so at its sole discretion.

10. REFERRAL PARTNER’S DUTIES

Referral Partner is responsible for disclosing that the Links provided on its website or marketed to potential customers by other means are in accordance with Section 5 of the Federal Trade Commission Act.

Referral Partner is responsible for all materials that appear on Referral Partner’s website and Social Media accounts and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.

11. WARRANTIES

a. Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that the Referral Partner Program, whether conducted by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

b. Referral Partner’s Warranties: Referral Partner represents, warrants and covenants that Referral Partner has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Referral Partner’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Referral Partner represents, warrants and covenants that its website does not and will not contain any materials that are illegal and that the Referral Partner’s site is not operated for an illegal purpose or in an illegal manner.

c. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

12. LIMITATION OF LIABILITY

a. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO REFERRAL PARTNER FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

b. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

c. THE FOREGOING LIMITATIONS IN THIS PARAGRAPH 12 SHALL NOT APPLY TO THE OBLIGATIONS UNDER PARAGRAPHS 6, 9, 13 AND 21.

13. INDEMNIFICATION

The Referral Partner hereby indemnifies and holds harmless the Company, 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 Company may incur and which are based in whole or in part upon the Referral Partner’s participation in the Referral Partner Program, any claims that any of the Referral Partner trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Referral Partner breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Referral Partner Program, or any claim related directly or indirectly to the Referral Partner use, operation or the content of the Referral Partner’s website.

14. EFFECT OF HEADINGS

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

15. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

16. NEUTRAL CONSTRUCTION

This Agreement was prepared by Company and/or its counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

17. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. ASSIGNMENT

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Referral Partner may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Referral Partner. No such assignment by Referral Partner to its wholly owned subsidiary shall relieve Referral Partner of any of its obligations or duties under this Agreement.

19. NOTICES

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Company at:

Go Kali
1812 W Barham Blvd, Suite 48
Burbank, CA 91506

To Referral Partner at the address provided on the application form completed by Referral Partner at the time of enrollment. Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.

20. GOVERNING LAW; VENUE

This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California USA. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Los Angeles County, California USA.

21. RECOVERY OF LITIGATION EXPENSES

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

22. SEVERABILITY

If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.