This document, referred to as the "Affiliate Agreement," along with the Kazi Agency Terms of Service incorporated herein by reference, governs your involvement, application, and subsequent participation in the Kazi Agency Affiliate program (referred to as the "Program"). By accepting the Terms of Service or participating in the Program, you agree to be bound by the terms outlined in this Agreement. This Agreement is a legally binding contract between you, the individual or business entity ("Affiliate," "You," or "you") who accepted its terms, and Kazi Agency LLC. ("Kazi Agency," "we," or "us"). If you represent a business entity, you confirm that you have the authority to bind that entity to this Agreement. Kazi Agency retains the right to modify this Agreement at any time, and your continued participation in the Program will be considered acceptance of any updated versions.
SECTION 1. PROGRAM APPLICATION
You agree to provide all requested information by Kazi Agency for your Program application, and you guarantee that the information you provide is truthful and accurate. You understand and agree that Kazi Agency has sole discretion in determining your eligibility for participation in the Program. Kazi Agency reserves the right to change the Program criteria at any time, for any reason. By submitting your application, you consent to being contacted regarding your application and the Program using the email address and phone number provided in your application. This contact may include automated dialing systems, texts, and artificial or pre-recorded messages.
SECTION 2. PROGRAM RULES (THE "RULES")
To participate in the Program, you must adhere to the following Rules. Kazi Agency reserves the right, at its sole discretion, to consider any non-compliance with these Rules as a material breach of this Agreement, leading to immediate termination of the Agreement and your participation in the Program. Kazi Agency may exercise all available legal and equitable remedies in addition to terminating the Agreement.
a. Compliance with Laws: You are responsible for complying with all applicable laws and regulations. Specifically, as an Affiliate, you must only publish or distribute advertisements in full compliance with relevant laws and regulations, including but not limited to laws prohibiting deceptive and misleading advertising, email marketing laws (such as the federal CAN-SPAM Act), laws governing testimonials (including the FTC's Revised Endorsements and Testimonials Guides), and all FTC guidelines. Kazi Agency maintains exclusive discretion in determining whether your advertising and conduct comply with the law.
b. Disclosure Requirement: If you advertise any Kazi Agency Service or product on a website, you must prominently display a disclaimer, such as: "Disclosure: I am an independent entity from Kazi Agency. I am not an agent or employee of Kazi Agency and have no authority to make binding contracts or represent Kazi Agency. I receive referral payments from Kazi Agency. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by Kazi Agency Inc or any of its subsidiaries, agents, or assigns."
c. Non-Disparagement: You agree not to make defamatory or disparaging remarks, comments, or statements about Kazi Agency, its employees, or officers, whether in public forums or communications with individuals or entities, both presently and in the future. Additionally, you may not make negative comments about competitors for the purpose of promoting Kazi Agency products or services.
d. Social Media Requirements: If you advertise on social media platforms, you must comply with the rules set by each platform. For example:
(i) Instagram posts must use Instagram's "Paid Partnership" tool.
(ii) YouTube posts must visibly include the words "Ad," "Advertisement," "Promotion," or "Paid Partnership" within the video itself.
SECTION 3. COMPENSATION
Upon acceptance into the Program, you will receive a unique Affiliate ID through https://app.kaziagency.com/affiliate. This Affiliate ID will be incorporated in the URL that you use to advertise Kazi Agency. You may earn commissions (as further described below) for each sale ("Sale") that is registered using your Affiliate ID.
In the event that a prospect has multiple affiliate cookies ("Cookies"), the most recently acquired cookie will generally determine which affiliate is credited with a Sale, except in instances of (i) recently canceled prospects who attempt to re-subscribe under a different affiliate within 90 days of cancellation, (ii) cases of self-referral, or (iii) other scenarios at Kazi Agency's sole discretion. If a prospect signs up for Kazi Agency without connection to any affiliate, that prospect is considered unaffiliated, and no commissions will be earned by any affiliates for that prospect unless otherwise agreed to by Kazi Agency in writing.
A commission is "earned" only if (i) the affiliate has registered and maintained a usable account with a third-party payment provider to receive commission payments and provided complete and accurate information to Kazi Agency to facilitate payment and (ii) a prospect's account has remained in good status for at least forty-five (45) days after the Sale. No commission is earned for a Sale if, at the time of attempted payout, the affiliate has not maintained a usable account with a third-party payment provider or Kazi Agency is unable to payout commissions due to incomplete or inaccurate information provided by the affiliate. Commission payout amounts will be determined by Kazi Agency in its sole discretion. Commission rates may change from time to time at Kazi Agency's sole discretion. Except as otherwise provided herein, commission payouts will be paid on the 15th of each month following Kazi Agency's receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, commission payouts will typically occur on the following business day, although exceptions may apply. All commission payouts are calculated based on the amount of fees received by Kazi Agency, less sales taxes.
The commission rates are as follows:
a. Single Location Account: 40% (applicable to all Kazi Agency users)
b. Agency Unlimited Account: 40% (applicable to all approved affiliates)
c. Agency Pro (SaaS) Account: 40% (applicable to all approved affiliates)
d. White Label Mobile App Upgrade: 40% (applicable to all approved affiliates)
e. Second Tier Single Location Account: 5% (applicable to all approved affiliates)
f. Second Tier Agency Unlimited Account: 5% (applicable to all approved affiliates)
g. Second Tier Agency Pro (SaaS) Account: 5% (applicable to all approved affiliates)
h. Second Tier White Label Mobile App Upgrade: 5% (applicable to all approved affiliates)
In instances where a prospect is affiliated under different affiliates for different services (such as cases where one affiliate makes the Sale, but another affiliate makes an upgrade for the same prospect), Kazi Agency will allocate commissions as deemed appropriate in its sole and absolute discretion.
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 be equal to or exceed Fifty and 00/100 Dollars ($50.00) (USD) before you receive a payment from Kazi Agency. If your combined commissions in a 120-day period do not exceed $50.00 (USD), your commissions will not be paid and will be forfeited.
Affiliates must register with a third-party payment provider to receive commission payouts. Kazi Agency or the third-party payment provider may require you to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or tax other documents (the "Required Documents") before processing commission payouts. If you fail to submit the Required Documents in a timely manner, Kazi Agency or the third-party payment provider may refuse to payout commissions that were earned more than 120 days prior to receiving your Required Documents. If you are not a resident of the United States, Kazi Agency may withhold tax (including, but not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in your respective jurisdiction(s) including, but not limited to, the payment of all required taxes and filing of all returns and other required documents with the applicable governing body(ies).
If Kazi Agency 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 will be considered earned for such Sale. If a commission has already been paid out for a Sale that is later deemed by Kazi Agency to be fraudulent or in violation of this Agreement or the law, the commission amount will automatically be withheld against any future commissions or refunded back to Kazi Agency at its option. Kazi Agency may also terminate this Agreement and your participation in the Program immediately without any further liability to you.
If a refund or chargeback occurs for a Sale, and if a commission was already paid to you for that Sale, such commission is considered unearned, and the commission will be deducted from your future commission payouts.
Kazi Agency will make reasonable efforts to payout all earned commissions. In the event that Kazi Agency is unable to payout a commission for any reason outside of its control, those commissions may be forfeited at Kazi Agency's sole discretion.
SECTION 4. INTELLECTUAL PROPERTY RIGHTS
Kazi Agency may provide you with certain resources and materials (such as white-labeled courses, PowerPoint presentations, pitch decks, website templates, images, social media posts, etc.) to be used in connection with your participation in the Program (collectively, "Kazi Agency Materials"). You acknowledge our ownership of our Kazi Agency Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Kazi Agency Materials (including all associated goodwill) will accrue to the benefit of Kazi Agency. If requested, you agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement grants you any right, title, or interest in the Kazi Agency Materials other than the right to use the Kazi Agency Materials in accordance with this Agreement. You also agree that you will not challenge our rights in or title to the Kazi Agency Materials or the validity of the Kazi Agency Materials or this Agreement.
All rights with respect to the Services and Kazi Agency's name and trademarks, whether existing now or coming into existence in the future, which are not expressly granted to affiliates herein, are reserved to Kazi Agency. Any goodwill generated through an affiliate's use of Kazi Agency's name and trademarks shall solely benefit Kazi Agency. Except as set forth in this Agreement, affiliates may not use Kazi Agency's name or trademarks without prior written consent from Kazi Agency. Affiliates will promptly notify Kazi Agency of any infringement or threatened infringement of Kazi Agency's rights of which they become aware and will provide reasonable assistance to Kazi Agency, at Kazi Agency's expense, in connection therewith. Affiliates shall not promote or provide services to any other business or person that is infringing any of Kazi Agency's intellectual property. Affiliates will use commercially reasonable means to protect the security of the Services on their systems and networks, including internal and public websites, from hacking or other unauthorized access, modification, or redistribution. Upon becoming aware of any security breach, affiliates shall notify Kazi Agency and take prompt action to remedy such breach.
SECTION 5. TERM AND TERMINATION
The term of this Agreement will begin the earlier of (i) your acceptance or signing of this Agreement; or (ii) Kazi Agency's approval of Your participation in the Program. Your participation in the Program will continue on a month-to-month basis until terminated. Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with thirty (30) days' written notice of termination.
If, in our sole determination, you have defaulted or attempted to default on any term or provision of the Agreement, Privacy Policy, or the Terms of Service, or violated any law, whether in connection with your use of Kazi Agency or otherwise, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. In such instances, and at our sole discretion, we may also terminate our relationship and suspend any accounts owned or controlled by you for the aforementioned reasons. If this Agreement is terminated due to your default, you immediately forfeit all Commissions and any other payments owed to you or that may be owed to you in the future without any further liability by Kazi Agency to you.
In the event that this Agreement is terminated or canceled, all provisions that, by their nature, should survive will continue to be in effect. This includes, but is not limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. Additionally, all representations and warranties made by you will survive termination or cancellation of this Agreement and/or your Kazi Agency 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 relating to alleged intentional torts or alleged violations of any consumer protection or advertising laws. If you become the subject of such an investigation, inquiry, prosecution, or lawsuit at any time after this Agreement is executed, you are required to notify Kazi Agency within 24 hours. Kazi Agency, in its sole and exclusive discretion, may immediately terminate your participation in the Program, as well as terminate this Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.
SECTION 7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties regarding the Program and supersedes any other written or oral agreement between the parties. In the event that you have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.
SECTION 8. INDEPENDENT CONTRACTOR
Affiliates are independent contractors of Kazi Agency. It is expressly understood and intended by the Parties that no employee/employer or principal-agent relationship shall exist between Kazi Agency and you by virtue of this Agreement. You have no right to act on behalf of or bind Kazi Agency in any way, nor share in the profits or losses of Kazi Agency. The only compensation available to you is as set forth in this Agreement. You are solely and exclusively responsible and liable for all of your acts or omissions.
SECTION 9. DISCLAIMER
Kazi Agency does not promise, guarantee, or warrant your business success, income, or sales. You understand, acknowledge, and agree that Kazi Agency will not provide sales leads or referrals to you at any time. Furthermore, you understand and agree that this is not a business opportunity, a franchise opportunity, a "business-in-a-box," or an assisted marketing plan.
SECTION 10. LIMITATION OF LIABILITY
Except where otherwise inapplicable or prohibited by law, in no event shall Kazi Agency 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, Terms of Service, the Privacy Policy, the Platform or Services, your or a third party's use or attempted use of the website or any software, service, or product, regardless of whether Kazi Agency 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 Kazi Agency's liability to you or your business exceed the amount of three (3) times the payments paid by you to Kazi Agency for the month preceding the date in which the facts giving rise to a claim against Kazi Agency occurred or one thousand five hundred dollars ($1,500), whichever is less, subject to applicable law. The remedies set forth above are your sole and exclusive remedies for Kazi Agency's entire obligation and liability for any breach of our limited warranty. Subject to applicable law, under no circumstances will Kazi Agency's obligation or liability exceed the limited liability amount stated in this section. However, this shall not prevent Kazi Agency from seeking any and all remedies available to it in law or equity.
SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Dallas County, Texas. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of Texas. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of disputes arising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.
Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.
SECTION 12. INDEMNITY
You agree to protect, defend, indemnify, and hold harmless Kazi Agency, its officers, directors, employees, owners, parent companies, and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including, without limitation, reasonable attorneys' fees and the costs of any investigation) directly or indirectly
arising from or in any way connected with (1) the use of or reliance on information or data supplied or to be supplied by you, (2) any breach of this Agreement by you, (3) the use or possession of any Kazi Agency property by you, except to the extent caused by Kazi Agency's gross negligence or willful misconduct, or (4) any negligence, gross negligence, or willful misconduct by or on behalf of you or your employees or agents.
SECTION 13. 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.
SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF
Kazi Agency shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party's rights to adjudicate the merits of the dispute by arbitration.
The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to Kazi Agency for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event, the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.
SECTION 15. COMPLAINT NOTIFICATION
Affiliate must notify Kazi Agency of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to the Kazi Agency Support Team at support@kaziagency.com for information on how to contact support.
SECTION 16. FORCE MAJEURE
No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. "Force Majeure Event" shall mean any act of God, war, riot, civil strife, act of terrorism, domestic or foreign, embargo, governmental rule, regulation or decree, flood, fire, hurricane, tornado, or other casualty, earthquake, strike, lockout, or other labor disturbance, the unavailability of labor or materials to the extent beyond the control of the party affected, pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines, or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon the occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred and its anticipated effect on performance.