Last updated: July 18, 2023
This agreement describes how we will work together and defines your responsibilities. Please carefully read the document. While we have tried to make this agreement easy to understand, there may be sections that contain legal terminology as this is a legal document.
These terms may be updated from time-to-time or we may replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms we will let you know via electronic means, such as an email. If you don’t agree to the update or replacement, you can choose to terminate this agreement as you feel necessary.
To participate in the program you must agree to the terms set forth below.
This Affiliate Agreement (the “Affiliate Program”) is made and entered into between Karuna Yoga & Integrative Therapy ("Company"), and you, the undersigned affiliate ("Affiliate"), collectively referred to as the "Parties".
1. Definitions
1.1 “Affiliate Program” means Karuna Yoga & Integrative Therapy’s Marketing Affiliate Program, as described in this Agreement.
1.2 “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via your affiliate portal.
1.3 “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
1.4 “Affiliate Policies” means the policies applicable to affiliates.
1.5 "Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in this agreement.
1.6 “Commission” means a form of variable-pay remuneration for services rendered or products sold.
1.7 “Customer” means the authorized user of the Karuna Yoga & Integrative Therapy Product(s) who has purchased or signed up for the Karuna Yoga & Integrative Therapy product(s) after being an Affiliate Lead.
1.8 “Customer Transactions” means the transactions by Affiliate Leads that are eligible for Commission in connection to the ‘Customer Transactions’ section of this Agreement. Customer Transactions include customer course purchases.
1.9 "Customer Data" means all information that a Customer submits or collects via the Karuna Yoga & Integrative Therapy Website and/or Products, and all materials that Customer provides or posts, uploads, inputs or submits for public display through a Karuna Yoga & Integrative Therapy Product.
1.10 "Karuna Yoga & Integrative Therapy Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our offerings.
1.11 “Karuna Yoga & Integrative Therapy Products” means paid Products, such as courses, or subscriptions.
1.12 “Program Policies Page” means the landing page: https://morgan-s-site-53d8.thinkific.com/pages/affiliate-program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program.
1.13 "We", "us", “our”, and “Karuna Yoga & Integrative Therapy” means Karuna Yoga & Integrative Therapy, Inc.
1.14 “You” and “Affiliate” means the party, other than Karuna Yoga & Integrative Therapy, entering into this Agreement and participating in the Affiliate Program.
2. Affiliate Acceptance
2.1 Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out for more information. You are only considered an Affiliate, upon our written acceptance of your application.
2.2 Should you be accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2.3 You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
3. Non-Exclusivity
3.1 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend products and services of third parties and to work with other third parties.
4. Customer Transactions
4.1 Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section below, (ii) a Customer Transaction must have occurred. You would not be eligible to receive Commission or any other compensation from us based on transactions if: (i) such compensation is disallowed or limited by federal, provincial or local law or regulation in Canada or the laws or regulations of your jurisdiction; (ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies. In competitive circumstances with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion; (iv) if the Customer has utilized a coupon or discount code exceeding a 30% discount.
4.2 Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Karuna Yoga & Integrative Therapy. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or thirty (30) days prior, one of our pre-existing customers, or involved in an active sales process with us. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
4.3 Cookies and Affiliate Link Tracking. When a user first visits the Karuna Yoga & Integrative Therapy site, a cookie is placed in their browser. If they arrived through an affiliate link, that information is recorded in the cookie, which lasts for 30 days. If that same user returns at any point over the next 30 days, the cookie is not modified or updated; only the first visit is relevant. After 30 days, the cookie expires, and their next visit will create a new one, following the same rules. When that user creates an account, our system automatically checks the cookie to see if they should be associated with an existing Affiliate. The account does not need to make any purchases, or even enroll in any products; the link between account and Affiliate is made as soon as the account is created, and persists indefinitely. Note: For a student account to be associated with an Affiliate, they must have visited the site for the first time from your Affiliate link. If the student visited the site previously on their own, without signing up, but returned within 30 days via an Affiliate link, they will not end up associated with that Affiliate. By participating in the Affiliate Program, you agree to the use of cookies and the tracking of Affiliate links as described in this section.
4.4 Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) have a valid and up-to-date deposit method with such account (iii) completed any and all required tax documentation in order for us to process any payments that may be owed to you.
4.5 Commission Payment. We will determine the currency in which we pay the Commission, applicable conversion rates may apply.
4.6 Compensation. The Company shall pay the Affiliate a Commission Amount at the agreed rate stated in the signed Affiliate Agreement, on all courses sold through the Affiliate's promotional efforts. The commission shall be paid to the Affiliate as per the individually agreed payout schedule determined by the Affiliate. Any transfer fees, including wire fees and any other associated fees, shall be deducted from the payouts at the time of transfer. The Affiliate acknowledges and agrees that these fees will be deducted from the Commission Payment prior to the payment being transferred to the Affiliate's bank account provided by the Affiliate. The Company shall not be held responsible for any additional fees or charges imposed by the Affiliate's bank or financial institution.
4.7 Commission Amounts. We reserve the right to alter or change the Commission amount at any time, at our sole discretion.
4.8 Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.
5. Proprietary Rights
5.1 Karuna Yoga & Integrative Therapy’s Proprietary Rights. This Agreement does not grant you a license to any software. The intellectual property laws protect the Karuna Yoga & Integrative Therapy Products, which are owned by us or our licensors. We retain all ownership rights to the Karuna Yoga & Integrative Therapy Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Karuna Yoga & Integrative Therapy Content or Products, in whole or in part, unless expressly authorized in writing by us. The Karuna Yoga & Integrative Therapy logos and other identifying marks used by us from time to time are our trademarks and cannot be used without our prior written permission, except as otherwise provided in this Agreement.
6. Confidentiality
6.1 The term "Confidential Information," as used in this Agreement, refers to all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, and whether designated as confidential or not. This also includes Karuna Yoga & Integrative Therapy customer and prospect information. Confidential Information does not include any information that (i) is already known to the Receiving Party before its disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party, or (ii) becomes generally known to the public without any breach of obligation owed to the Disclosing Party. The Receiving Party agrees to take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information, not to use it for any purpose other than for the scope of this Agreement, and not to disclose it to any third party. The Receiving Party shall restrict access to the Confidential Information only to its employees, contractors, and agents. However, the Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so under any federal, provincial, or local law, statute, rule, or regulation, subpoena or legal process.
7.0 Term and Termination
7.1 Term. This Agreement will apply as long as you participate in the Affiliate Program, or until it is terminated.
7.2 Termination Without Cause. Either you and us can terminate this Agreement on fifteen (15) days written notice to the other party.
7.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement, provided that you send us written notice within ten (10) days after being sent a notice of change.
7.4 Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach, if such breach remains unresolved at the expiration of the period, or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
7.5 Effects of Expiration and Termination. Expiration of this Agreement, and Termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, as long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of the termination or expiration. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days of the termination or expiration set out above. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Unless otherwise stated, you are not entitled to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead will no longer be considered valid. Upon termination or expiration, you agree to immediately discontinue all use of trademark and references to this Affiliate Program from your website(s) and other collateral.
8. Affiliate Representations and Warranties
8.1 You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Karuna Yoga & Integrative Therapy with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.
8.2 You further represent and warrant that: (i) You will comply with any applicable trade or regulatory requirements related to your participation in the Affiliate Program, such as clearly identifying yourself as an Affiliate on any website(s) where you offer Affiliate Links. (ii) You will provide accurate information about all websites and domains that you own where you plan to use Affiliate Links to generate Affiliate Leads. (iii) You will not purchase ads that compete with Karuna Yoga & Integrative Therapy's own advertising, including its branded keywords, and will not use cookie stuffing, pop-ups, false or misleading links, or attempt to disguise the referring URL information. (iv) You will not use your Affiliate Link to purchase Karuna Yoga & Integrative Therapy products for yourself. (v) You will not employ any mechanisms to deliver leads other than through an intended consumer, including sourcing leads through personal data compilations such as phonebooks, using fake redirects or automation tools/devices (e.g., robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.
9. Indemnification
9.1 You agree to indemnify, defend, and hold us (including our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless against any Action brought by a third party not affiliated with us and at your expense. This applies to the extent that such Action is based on or arises out of: (a) Your participation in the Affiliate Program, (b) Our use of the prospect data you provided us, (c) Your noncompliance with or breach of this Agreement. If we become aware of any such claim, we will notify you in writing within thirty (30) days. You will have sole control of the defense or settlement of the claim and we will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimers; Limitations of Liability
10.1 Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS, KARUNA YOGA & INTEGRATIVE THERAPY CONTENT, THE AFFILIATE PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
10.3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
11. General
11.1 Amendments; No Waiver. We reserve the right to modify or replace any part of this Agreement, and such changes will be communicated to you by email. The updated Agreement will become effective on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at https://morgan-s-site-53d8.thinkific.com/pages/affiliate-agreement. We suggest you to review this Agreement periodically. If you don’t agree to an update, change or replacement, you can choose to terminate. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2 Applicable Law. This Agreement shall be governed by the laws of Canada, without regard to the conflict of laws provisions thereof. In the event either of either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial and federal courts in Ontario, Canada.
11.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.5 Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
11.6 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.7 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To us: Karuna Yoga & Integrative Therapy Ltd, 6382 Sablewood Place, Orleans, K1C7M3, ON, Canada. Attention: General Counsel. To you: your address as provided in our affiliate account information. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
11.8 Entire Agreement. This Agreement constitutes the entire agreement between us regarding the Affiliate Program and supersedes all prior agreements, whether electronic, oral or written. Any additional or different terms proposed by you, including those in your purchase order, acceptance or website, are objected to and rejected by us. Our obligations under this Agreement are not dependent on the delivery of any future functionality or features of the Karuna Yoga & Integrative Therapy Products or any oral or written public comments made by us about future functionality or features. Both parties expressly wish for this Agreement and all related documents to be in English. We may provide versions of this Agreement in languages other than English, but the English version will govern our relationship and any translated version is provided for convenience only and will not modify the English version of this Agreement. Assignment of this Agreement, including any transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, is not allowed without our prior written consent. We, however, may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11.9 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.10 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
11.11 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement.
11.12 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination and Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’ and ‘General’.
11.13 Data Processing and Protection. In connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. The terms set forth in the Privacy Policy (posted on: https://morgan-s-site-53d8.thinkific.com/pages/privacy) are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Karuna Yoga & Integrative Therapy Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. It is important to note that Karuna Yoga & Integrative Therapy shall be an independent controller of any Personal Data that it receives or shares with Affiliate, without prejudice to the foregoing.
These terms may be updated from time-to-time or we may replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms we will let you know via electronic means, such as an email. If you don’t agree to the update or replacement, you can choose to terminate this agreement as you feel necessary.
To participate in the program you must agree to the terms set forth below.
This Affiliate Agreement (the “Affiliate Program”) is made and entered into between Karuna Yoga & Integrative Therapy ("Company"), and you, the undersigned affiliate ("Affiliate"), collectively referred to as the "Parties".
1. Definitions
1.1 “Affiliate Program” means Karuna Yoga & Integrative Therapy’s Marketing Affiliate Program, as described in this Agreement.
1.2 “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via your affiliate portal.
1.3 “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
1.4 “Affiliate Policies” means the policies applicable to affiliates.
1.5 "Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in this agreement.
1.6 “Commission” means a form of variable-pay remuneration for services rendered or products sold.
1.7 “Customer” means the authorized user of the Karuna Yoga & Integrative Therapy Product(s) who has purchased or signed up for the Karuna Yoga & Integrative Therapy product(s) after being an Affiliate Lead.
1.8 “Customer Transactions” means the transactions by Affiliate Leads that are eligible for Commission in connection to the ‘Customer Transactions’ section of this Agreement. Customer Transactions include customer course purchases.
1.9 "Customer Data" means all information that a Customer submits or collects via the Karuna Yoga & Integrative Therapy Website and/or Products, and all materials that Customer provides or posts, uploads, inputs or submits for public display through a Karuna Yoga & Integrative Therapy Product.
1.10 "Karuna Yoga & Integrative Therapy Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our offerings.
1.11 “Karuna Yoga & Integrative Therapy Products” means paid Products, such as courses, or subscriptions.
1.12 “Program Policies Page” means the landing page: https://morgan-s-site-53d8.thinkific.com/pages/affiliate-program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program.
1.13 "We", "us", “our”, and “Karuna Yoga & Integrative Therapy” means Karuna Yoga & Integrative Therapy, Inc.
1.14 “You” and “Affiliate” means the party, other than Karuna Yoga & Integrative Therapy, entering into this Agreement and participating in the Affiliate Program.
2. Affiliate Acceptance
2.1 Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out for more information. You are only considered an Affiliate, upon our written acceptance of your application.
2.2 Should you be accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2.3 You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
3. Non-Exclusivity
3.1 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend products and services of third parties and to work with other third parties.
4. Customer Transactions
4.1 Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section below, (ii) a Customer Transaction must have occurred. You would not be eligible to receive Commission or any other compensation from us based on transactions if: (i) such compensation is disallowed or limited by federal, provincial or local law or regulation in Canada or the laws or regulations of your jurisdiction; (ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies. In competitive circumstances with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion; (iv) if the Customer has utilized a coupon or discount code exceeding a 30% discount.
4.2 Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Karuna Yoga & Integrative Therapy. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or thirty (30) days prior, one of our pre-existing customers, or involved in an active sales process with us. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
4.3 Cookies and Affiliate Link Tracking. When a user first visits the Karuna Yoga & Integrative Therapy site, a cookie is placed in their browser. If they arrived through an affiliate link, that information is recorded in the cookie, which lasts for 30 days. If that same user returns at any point over the next 30 days, the cookie is not modified or updated; only the first visit is relevant. After 30 days, the cookie expires, and their next visit will create a new one, following the same rules. When that user creates an account, our system automatically checks the cookie to see if they should be associated with an existing Affiliate. The account does not need to make any purchases, or even enroll in any products; the link between account and Affiliate is made as soon as the account is created, and persists indefinitely. Note: For a student account to be associated with an Affiliate, they must have visited the site for the first time from your Affiliate link. If the student visited the site previously on their own, without signing up, but returned within 30 days via an Affiliate link, they will not end up associated with that Affiliate. By participating in the Affiliate Program, you agree to the use of cookies and the tracking of Affiliate links as described in this section.
4.4 Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) have a valid and up-to-date deposit method with such account (iii) completed any and all required tax documentation in order for us to process any payments that may be owed to you.
4.5 Commission Payment. We will determine the currency in which we pay the Commission, applicable conversion rates may apply.
4.6 Compensation. The Company shall pay the Affiliate a Commission Amount at the agreed rate stated in the signed Affiliate Agreement, on all courses sold through the Affiliate's promotional efforts. The commission shall be paid to the Affiliate as per the individually agreed payout schedule determined by the Affiliate. Any transfer fees, including wire fees and any other associated fees, shall be deducted from the payouts at the time of transfer. The Affiliate acknowledges and agrees that these fees will be deducted from the Commission Payment prior to the payment being transferred to the Affiliate's bank account provided by the Affiliate. The Company shall not be held responsible for any additional fees or charges imposed by the Affiliate's bank or financial institution.
4.7 Commission Amounts. We reserve the right to alter or change the Commission amount at any time, at our sole discretion.
4.8 Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.
5. Proprietary Rights
5.1 Karuna Yoga & Integrative Therapy’s Proprietary Rights. This Agreement does not grant you a license to any software. The intellectual property laws protect the Karuna Yoga & Integrative Therapy Products, which are owned by us or our licensors. We retain all ownership rights to the Karuna Yoga & Integrative Therapy Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Karuna Yoga & Integrative Therapy Content or Products, in whole or in part, unless expressly authorized in writing by us. The Karuna Yoga & Integrative Therapy logos and other identifying marks used by us from time to time are our trademarks and cannot be used without our prior written permission, except as otherwise provided in this Agreement.
6. Confidentiality
6.1 The term "Confidential Information," as used in this Agreement, refers to all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, and whether designated as confidential or not. This also includes Karuna Yoga & Integrative Therapy customer and prospect information. Confidential Information does not include any information that (i) is already known to the Receiving Party before its disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party, or (ii) becomes generally known to the public without any breach of obligation owed to the Disclosing Party. The Receiving Party agrees to take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information, not to use it for any purpose other than for the scope of this Agreement, and not to disclose it to any third party. The Receiving Party shall restrict access to the Confidential Information only to its employees, contractors, and agents. However, the Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so under any federal, provincial, or local law, statute, rule, or regulation, subpoena or legal process.
7.0 Term and Termination
7.1 Term. This Agreement will apply as long as you participate in the Affiliate Program, or until it is terminated.
7.2 Termination Without Cause. Either you and us can terminate this Agreement on fifteen (15) days written notice to the other party.
7.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement, provided that you send us written notice within ten (10) days after being sent a notice of change.
7.4 Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach, if such breach remains unresolved at the expiration of the period, or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
7.5 Effects of Expiration and Termination. Expiration of this Agreement, and Termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, as long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of the termination or expiration. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days of the termination or expiration set out above. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Unless otherwise stated, you are not entitled to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead will no longer be considered valid. Upon termination or expiration, you agree to immediately discontinue all use of trademark and references to this Affiliate Program from your website(s) and other collateral.
8. Affiliate Representations and Warranties
8.1 You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Karuna Yoga & Integrative Therapy with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.
8.2 You further represent and warrant that: (i) You will comply with any applicable trade or regulatory requirements related to your participation in the Affiliate Program, such as clearly identifying yourself as an Affiliate on any website(s) where you offer Affiliate Links. (ii) You will provide accurate information about all websites and domains that you own where you plan to use Affiliate Links to generate Affiliate Leads. (iii) You will not purchase ads that compete with Karuna Yoga & Integrative Therapy's own advertising, including its branded keywords, and will not use cookie stuffing, pop-ups, false or misleading links, or attempt to disguise the referring URL information. (iv) You will not use your Affiliate Link to purchase Karuna Yoga & Integrative Therapy products for yourself. (v) You will not employ any mechanisms to deliver leads other than through an intended consumer, including sourcing leads through personal data compilations such as phonebooks, using fake redirects or automation tools/devices (e.g., robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.
9. Indemnification
9.1 You agree to indemnify, defend, and hold us (including our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless against any Action brought by a third party not affiliated with us and at your expense. This applies to the extent that such Action is based on or arises out of: (a) Your participation in the Affiliate Program, (b) Our use of the prospect data you provided us, (c) Your noncompliance with or breach of this Agreement. If we become aware of any such claim, we will notify you in writing within thirty (30) days. You will have sole control of the defense or settlement of the claim and we will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimers; Limitations of Liability
10.1 Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS, KARUNA YOGA & INTEGRATIVE THERAPY CONTENT, THE AFFILIATE PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE KARUNA YOGA & INTEGRATIVE THERAPY PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
10.3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
11. General
11.1 Amendments; No Waiver. We reserve the right to modify or replace any part of this Agreement, and such changes will be communicated to you by email. The updated Agreement will become effective on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at https://morgan-s-site-53d8.thinkific.com/pages/affiliate-agreement. We suggest you to review this Agreement periodically. If you don’t agree to an update, change or replacement, you can choose to terminate. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2 Applicable Law. This Agreement shall be governed by the laws of Canada, without regard to the conflict of laws provisions thereof. In the event either of either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial and federal courts in Ontario, Canada.
11.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.5 Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
11.6 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.7 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To us: Karuna Yoga & Integrative Therapy Ltd, 6382 Sablewood Place, Orleans, K1C7M3, ON, Canada. Attention: General Counsel. To you: your address as provided in our affiliate account information. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
11.8 Entire Agreement. This Agreement constitutes the entire agreement between us regarding the Affiliate Program and supersedes all prior agreements, whether electronic, oral or written. Any additional or different terms proposed by you, including those in your purchase order, acceptance or website, are objected to and rejected by us. Our obligations under this Agreement are not dependent on the delivery of any future functionality or features of the Karuna Yoga & Integrative Therapy Products or any oral or written public comments made by us about future functionality or features. Both parties expressly wish for this Agreement and all related documents to be in English. We may provide versions of this Agreement in languages other than English, but the English version will govern our relationship and any translated version is provided for convenience only and will not modify the English version of this Agreement. Assignment of this Agreement, including any transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, is not allowed without our prior written consent. We, however, may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11.9 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.10 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
11.11 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement.
11.12 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination and Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’ and ‘General’.
11.13 Data Processing and Protection. In connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. The terms set forth in the Privacy Policy (posted on: https://morgan-s-site-53d8.thinkific.com/pages/privacy) are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Karuna Yoga & Integrative Therapy Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. It is important to note that Karuna Yoga & Integrative Therapy shall be an independent controller of any Personal Data that it receives or shares with Affiliate, without prejudice to the foregoing.