THE KLEFKA PARTNER PROGRAM

What is it?

The Klefka Partner Program allows You to be an advocate for Klefka and Klefka’s suite of products (the “Products”) and make a commission on each sale that comes from your marketing efforts as further described in this Agreement.

What do I do as a partner?

When You sign up to become a Klefka Partner you’ll get a unique partner link that You can promote that will track all sales to You. Whenever You tell a potential new customer about Klefka and how we can help them through any of our products, just use that link, and we will take care of the rest. You can provide the link through a number of ways, including through your own promotional website, e-mail campaigns, social media posts, blogs, videos, and even text messages, so long as You comply with applicable laws and our policies when doing so.

What does Klefka expect from partners?

We expect partners to act as advocates and ambassadors of the Klefka brand. This includes having an understanding and knowledge of how our Products work. Partners must follow the brand usage guidelines outlined within this Agreement; which includes proper use of “Klefka” and the appropriate display of brand logos.

Klefka Partner Terms & Conditions

This Klefka Partner Agreement (the “Agreement”) is made and entered into by and between Klefka (“Klefka”), and the party submitting an application to become a Klefka Partner, or having an accepted application (“Partner” or “You”).

The terms and conditions contained in this Agreement apply to your participation as a Partner in any affiliate program (“Partner Program”) for which Partner is approved by Klefka.

Each Partner Program offer (an “Offer”) may be for any Partner Program offering by or through Klefka, including but not limited to offerings described on a specific web site for a particular Offer (“Program Web Site”).

Each Offer may have additional terms and conditions on the Program Web Site for that Partner Program.

All such terms and conditions are incorporated as part of this Agreement, except to the extent they are the subject of a separate agreement required for participation as a Partner for that Program.

By submitting an application or participating as a Partner of Klefka, You expressly consent to all the terms and conditions of this Agreement, and to the terms and conditions of any Partner Program in which You participate.

1 – APPLICATION FOR THE KLEFKA PARTNER PROGRAM
You must submit a Partner Program application (“Application”) in order to be considered for selection as a Klefka Partner. Only completed applications providing ALL requested information will be considered.

You must accurately complete the Application. You agree and understand that You must provide us with your true identity, physical address, phone number, and other contact information, as well as business and banking information if requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details.

You understand that You must update your Application in the future if the information You have provided changes or is updated. Any false or incorrect information, or a failure to update the Application, is cause for rejection of your Application, or if later discovered, immediate termination of your Partner status without compensation.

After we review your Application, we will notify You in due course of your acceptance or rejection as a Partner. We may accept or reject your Application at our sole discretion for any reason.

By submitting an application to be considered as a Partner, You affirm and acknowledge that You have read this Agreement in its entirety, understand it, and agree to be bound by all of its terms and conditions. If You do not wish to be bound by this Agreement, You should not submit an application to be considered as a Partner.

2 – ACCEPTANCE AS AN AFFILIATE
Upon acceptance, Partner will be notified by email. The email may contain one or more Partner credentials (including a partner username, partner ID number, login password, partner URL, or the like). The acceptance email and Partner credentials may not be shared with any person outside Partner’s organization.

Acceptance as a Klefka Partner does not assure your eligibility for every Product or Offer by Klefka. You understand that Klefka reserves the right at any time to limit some Products or Offers to certain partners at its sole discretion (based e.g. on need, prior results or performance, experience, market size, compatibility of the Program with the Partner, or other criteria of Klefka’s choosing).

3 – INDEPENDENT CONTRACTOR
You are an independent contractor of Klefka. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Klefka and You by virtue of this Partner Agreement.

This declaration of independent business status is made by Partner in relation to services performed by the Partner for or in connection with Klefka. The Partner states and declares the following:

(I) The Partner acknowledges that the Partner operates the Partner’s own independent business and is providing services for or in connection with Klefka as an independent contractor.

(II) The Partner acknowledges that the Partner is not an employee of the Klefka and the services rendered for or in connection with the Klefka do not establish any right to unemployment benefits or any other right arising from an employment relationship.

(III) The Partner is responsible for all tax liability associated with payments received from or through Klefka and Klefka will not withhold any taxes from payments to the Partner.

(IV) The Partner is responsible for obtaining and maintaining any required registration, licenses or other authorization necessary for the services rendered by the Partner.

(V) The Partner acknowledges at least six of the following:

(1) That the Partner is not insured under Klefka’s health insurance coverage or workers’ compensation insurance coverage.

(2) That Klefka does not restrict the Partner’s ability to perform services for or through other parties and the Partner is authorized to accept work from and perform work for other businesses and individuals besides Klefka.

(3) That the Partner has the right to accept or decline requests for services by or through Klefka.

(4) That Klefka expects that the Partner provides services for other parties.

(5) That the Partner is not economically dependent on the services performed for or in connection with Klefka.

(6) That Klefka does not dictate the performance, methods or process the Partner uses to perform services.

(7) That Klefka has the right to impose quality standards or a deadline for completion of services performed, or both, but the Partner is authorized to determine the days worked and the time periods of work.

(8) That the Partner will be paid by or through Klefka based on the work the Partner is contracted to perform and that Klefka is not providing the Partner with a regular salary or any minimum, regular payment.

(9) That the Partner is responsible for providing and maintaining all tools and equipment required to perform the services performed.

(10) That the Partner is responsible for all expenses incurred by the Partner in performing the services.

(VI) The Partner acknowledges that the terms set forth in this declaration apply to the Partner, the Partner’s employees and the Partner’s independent contractors.

4 – TERM AND TERMINATION
Your Agreement with Klefka begins when:

(I) You sign your signature and submit this Agreement.

or

(II) You create a Klefka account.

The Agreement will continue until either:

(I) Klefka cancels your partner account due to your breach of any of the terms of this Agreement. In the event this Agreement is canceled due to your breach, You forfeit all Commissions and any potential bonuses owed to You or that may in the future be owed to You.

or

(II) Klefka or its successors or assigns, in its sole and absolute discretion, cancel your Partner Agreement. In the event that Klefka or its successors or assigns cancel your Partner Agreement, You will first receive thirty (30) days’ written notice, sent to the e-mail address You provided Klefka and that is associated with your Partner profile.

5 – REMEDIES FOR MATERIAL BREACHES
In addition to any other rights and remedies available under this Agreement, Klefka reserves the right to disregard any actions obtained through Partner’s efforts and to deny, withhold, and/or freeze any unpaid Commissions Due, and/or charge back any and all amounts paid to your account if:

(I) Klefka determines that you have violated this Agreement in a manner that constitutes a material breach including by unfairly gaining an advantage over other affiliates, or by misleading, confusing, or potentially misleading or confusing any customer or potential customer with respect to any Program or Offer;

(II) Klefka receives any complaints about your participation in the Partner Program which Klefka reasonably believes to violate this Agreement in a way that constitutes a material breach or which unfairly provided an advantage to you, or resulted in payments hereunder that are contrary to the terms and conditions herein, or that are specific to any Program or Offer;

(III) or any payments made to you hereunder are later determined to have been the result of advertising or actions that did not meet the requirements set forth in this Agreement, Partner Program, or Offer.

Such withholding or freezing of Commissions Due, or charge backs for payments made, may be without regard as to whether or not such Commissions were earned directly or indirectly as a result of such breach.

In the event of a material breach of this Agreement, Klefka reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities it deems useful, or any third party that has been or claims to have been damaged by your actions.

6 – COMPENSATION
(I) COMMISSIONS. Upon approval into the Partner Program, You will receive a unique Partner URL, which You will use to advertise Klefka. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a free Klefka account by using your Partner Link, the Cookie on the Prospect’s browser, corresponding to your unique URL, registers a “Sign Up,” and each such user becomes a “Member”. In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited. You will be paid a commission for each Sold Product that generates a minimum payment of at least $10.00 to Klefka. The Commission amount begins at 10% of all fees received by Klefka for a Product Sold and varies based on Partner’s status within the Klefka Partner Program. Commission payments will be made to You on or before forty-five (45) days following Klefka’s receipt of payment for a Sold Product, subject to the other terms set forth herein.

For purposes herein “Customer Acquired” means a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any Klefka Partner Program or Offer. For purposes herein “Customer” means the recipient of a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any Klefka Partner Program or Offer. For purposes herein “Qualified Action” means an action taken by individual, natural person (“human”) who fulfills the criteria set forth in a Klefka Partner Program or Offer where such actions are the result of sales or marketing or advertising activity of the Partner in accordance with this Agreement, and the specific terms and conditions of the Program or Offer.

For the sake of clarity and in addition to any specific terms or conditions set forth in a specific Program or Offer, a Qualified Action occurs when the person:

(1) accesses a Program Web Site or other URL via a Link, where the Link is the ‘last link’ used by that individual to access the Program Web Site or URL; and

(2) completes all of the information required for such action within the time period set forth in the Program or Offer.

A Qualified Action herein does not include any action:

(1) using the partner’s own link to purchase the product for their personal use;

(2) utilizing a computer generated user, such as a robot, spider, computer script or other automated means;

(3) involving any artificial or fraudulent method to appear like an individual, natural person;

(4) using pre-populated fields;

(5) that is not a bona fide expression of interest by an individual natural person or is solely intended to generate a commission;

(6) is later determined by Klefka to be fraudulent, incomplete, unqualified or a duplicate;

(7) is obtained in violation of law, in violation of this Agreement, or in violation of any terms of conditions of the relevant Program or Offer;

Klefka reserves the right to change attribution of a Commission at the request of a Customer. Such change shall be done within 30 days of the sale.

(II) TAXES. Before You can be paid any Commission or Bonuses, You must provide Klefka a completed W-8, W-9, or other tax form as instructed by Klefka. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than 120 days before submitting a completed tax form to Klefka. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Klefka. If You are not a resident of the United States, Klefka may withhold tax (including without limitation VAT) where required to by applicable law. Where Klefka is required to withhold tax, Klefka will document such withholding.

(III) MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment from Klefka. If your combined commissions and bonuses for a given month are less than $100.00, your commissions and bonuses will be held until your combined commissions and bonuses equal or exceed $100.00.

(IV) COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between Klefka and a Sale or a Legacy Sale. If the transaction does not actually occur, or if payment from a Sale or Legacy Sale is not actually received by Klefka, You will not be paid a Commission or Bonus on the transaction. If payment for a Sold Product or a Legacy Sale later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Product or Legacy Sale payment, then the commission or bonus will be deducted from your future commissions. If Klefka determines, in its reasonable discretion, that any Sale or Legacy Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale or Legacy Sale. If any Commissions or Bonuses are paid for a Sale or Legacy Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Klefka after payment, such payment amounts shall be deducted from your future commissions and bonuses.

(V) U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in US Dollars. Depending on what payment processor or payment method You instruct us to use, processing fees may be deducted from your Commissions payment.

(VI) CHARGEBACKS, OFFSETS, HOLDBACKS, AND ACCOUNTING CHARGEBACKS. Partner understands and agrees that Klefka has the right to charge back Partner’s account or otherwise adjust for any previously paid Commissions Due based on Customers and/or Qualified Actions that are later determined to have not met the requirements for Customers or Qualified Actions as set forth herein, or which were obtained contrary to the terms and conditions hereof (“Chargebacks”), or whose attribution was changed at a Customer’s request. If Partner has any outstanding balance due to Klefka under this Agreement or any other agreement between Partner and Klefka, Partner expressly agrees that Klefka shall have the right to offset any Commissions Due payable to Partner by the amount owed Klefka by Partner (“Offsets”) (whether or not related to Partner Program) at any time under this Agreement.

Klefka agrees to provide an accounting of any Offsets made based on this Section, including the source and amounts of such Offsets, in a statement provided to Partner here-under. Partner understands and agrees that any earned commissions prospectively due for Partners having less than $100 (one hundred US dollars) in earned commissions will be held back (“Holdbacks”) until such time as the Commissions Due total is at least $100. Partner also understands and agrees that Klefka may hold a percentage of Commissions for a period of 90 days after sale to ensure ability to Offset (currently 10%). Klefka shall provide a periodic invoice (monthly, unless otherwise specifically stated) on behalf of Partner for all commissions earned under this Agreement and shall remit any Commissions Due to Partner in accordance with the provisions hereof, subject to any Charge-backs, Offsets, and/or Holdbacks.

Determinations of Partner’s earned commissions, based on Customers or Qualified Actions shall be made by Klefka in its sole discretion, based on available data including cookies, tracking data, partner links, or the like. If Partner agrees with the amounts set forth in an invoice or does not timely dispute the invoice, then Partner agrees that it irrevocably waives any claims for the period of time covered by that invoice. In the event that Partner intends in good faith to dispute any portion of an invoice, Partner must submit that dispute to Klefka in writing within thirty (30) days of the date on the invoice (“Dispute”). Each Dispute shall set forth its own accounting, and the basis for the Partner’s accounting or for other disagreement with regard to the invoice, in sufficient detail for Klefka to conduct a review. Partner shall include with each Dispute submitted any supporting evidence including Partner’s own tracking data with respect to Customers or Qualified Actions. If Klefka’s and Partner’s accounting vary by more than 10% and Klefka reasonably determines that Partner has used generally accepted industry methods to track Customers or Qualified Actions, then Klefka and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Klefka’s numbers shall govern.

(VII) COMMISSION QUALIFIERS. Qualifying for and receiving payout for sales made by Partner (“Commissions Earned”), or Partner’s salesforce (“Overrides Earned”) requires Partner to meet or exceed Klefka’s criteria for qualification. In order to qualify and receive payout from Klefka for the Commissions Earned and Overrides Earned, Partner must meet or exceed the following criteria:

(1) Sales to consumers in the general public, who initially show interest in Klefka’s product or service and no initial interest in the Partner Program, who purchase Klefka’s product or service before participating in Partner Program (“Retail Sales”) must match or exceed those sales to consumers who initially show interest in Klefka’s money making opportunity or Partner Program, who participate, advertise, promote, or endorse Partner Program before purchasing Klefka’s product or service (“Opportunity Sales”). In the instance where consumers in the general public have equal interest in both the product or service and in the Partner Program (“Perfect Sales”), the above criteria no longer applies.

(2) Qualification for Commissions Earned is acquired and upheld by maintaining a Klefka service or team subscription. Any Partner who has Commissions Earned and has cancelled his/her subscription will not be eligible for payout on any previous or current month’s Commissions Earned.

(3) Media created by Partner during the Term of this Agreement, that uses Confidential Information from Klefka to research, develop, or otherwise form said media, that’s purpose is to promote, advertise, or endorse Klefka in any way, shape, or form (“Partner Media”) must be uploaded onto one of Klefka’s communication platforms (i.e, Social Media or Program Website) and must be accepted and published by Klefka at least one (1) time every two (2) months.

In the event that Partner is unable to meet the foregoing criteria, Klefka reserves the right to withhold, penalize, or deduct Partner’s Commissions Earned and/or Overrides Earned as Klefka sees fit.

7 – FACILITY OF PAYMENT TO A MINOR
If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then Klefka may, in its discretion, make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the person having custody of an incompetent payee. Any such distribution shall fully discharge Klefka from further liability on account thereof.

8 – MARKETING AND RECRUITING
(I) TRUTHFUL. Anything that You communicate in marketing or advertising any Klefka product, service or opportunity must be true and accurate. Claims that relate to any Klefka product, service, or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Klefka. You may not use the intellectual property of any other person or entity in advertising any Klefka service or opportunity.

(II) DISCLAIMER. On any website that You advertise any Klefka product, service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:

Disclosure: I am an independent Klefka Partner, not an employee. I receive referral payments from Klefka (https://klefka.com). The opinions expressed here are my own and are not official statements of Klefka.

(III)NON-DISPARAGEMENT. You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Klefka.

(IV) INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own purchases or User Account(s). You are not permitted to open a Klefka account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Klefka account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s product purchase or account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales or Legacy Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Klefka all Commissions and Bonuses earned as a result of any such violation.

(V) INCOME CLAIMS. If your recruiting efforts include claims related to the potential income a Klefka Partner can make, or if You make a potential income claim related to any product, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Klefka, the following guidelines must be adhered to:

(1) Your statements must be completely true, accurate, and supported by evidence;

(2) If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario;

(3) Your disclaimer must be added to the Asset where the claim is made (i.e., if you make a claim on a video, then it must be added within the video etc.); and

(4) Your statements must be accompanied by the Klefka Income Disclaimer Statement below.

Income Disclaimer: This is not a “get rich quick” program nor do we believe in overnight success. We believe in hard work, integrity, and developing your skills if you want to earn more financially. As stipulated by law, we can not and do not make any guarantees about your ability to get results or earn any money with any of our products or services, or the products and services we recommend. The average person who buys any “how-to” information gets little to no results. Any references or examples used within this page, or by someone on this page or video, are real and documented but are used strictly for example purposes only. Your results will vary and depend on many factors, including but not limited to your background, experience, and work ethic. All business entails risk as well as massive and consistent effort and action. If you’re not willing to accept that, please DO NOT PURCHASE ANY PRODUCTS FROM THIS PAGE.

9 – PARTNER TOOLS: CREATIVES
For each Partner Program, Klefka will provide Partner with tools to assist Partner with success. Such tools may include graphic and textual links to a Program Web Site, copy, sample ads, model emails, and/or other creative materials (collectively, the “Creatives”) which you may display on web sites owned or controlled by you, in emails and other messages sent by you and clearly identified as coming from you, and in online advertisements (collectively, “Media”). The Creatives are solely for use by Klefka Partner in connection with a Partner Program and will establish a link from your Media to the Program Web Site.

Partner may be required to modify the Creatives to include the Partner’s specific information such as partner id or tracking information. Partner shall be solely responsible for any errors or omissions in modifying or customizing the Creatives to incorporate Partner-specific information. Partner also accepts sole responsibility for the development, operation, maintenance, and distribution of all content on or linked to, Partner’s Media. Use of the Creatives is subject to the Limited License provided herein.

10 – INTELLECTUAL PROPERTY, LIMITED LICENSE
The Partner agrees that all inventions, ideas, copyrightable material, software, formulas, trademarks, trade secrets, content, media, and the like which are developed or conceived by the Partner in the course of his relationship with Klefka or on Klefka’s time or property (collectively, the “Intellectual Property”) shall be disclosed promptly to Klefka and Klefka shall own all right, title and interest in and to the Intellectual Property.

The parties expressly agree that any and all of the Intellectual Property developed by the Partner shall be considered works made-for-hire for Klefka pursuant to the United States Copyright Act of 1976, as amended from time to time. In order to ensure that Klefka shall own all right, title and interest in and to the Intellectual Property in the event that any of the Intellectual Property is not deemed a work made-for-hire (as defined in the Copyright Act of 1976) and in any other event, the Partner hereby sells and assigns all right, title and interest in and to all such Intellectual Property to Klefka, and the Partner covenants and agrees to affix to the Intellectual Property appropriate legends and copyright notices indicating Klefka’s ownership of all Intellectual Property and all underlying documentation to the extent reasonably appropriate, and shall execute such instruments of transfer, assignment, conveyance or confirmation as Klefka reasonably considers necessary to transfer, confirm, vest, perfect, maintain or defend Klefka’s right, title and interest in and to the Intellectual Property throughout the world.

The Partner’s obligation to assign to Klefka Intellectual Property created or conceived by him shall not apply to an Intellectual Property that he developed entirely on his own time without using Klefka’s business practices, methods, strategies, or confidential information, provided that Intellectual Property (i) do not or did not relate directly, at the time of conception or reduction, to Klefka’s business as conducted at such time or actual or demonstrably anticipated research or development of Klefka; and (ii) do not or did not result from any work performed by him for Klefka.

Partner shall not use or incorporate any materials, content, copyrights, trademarks, designs, logos, insignia, or any other intellectual property, including, without limitation, any rights of publicity or privacy of any third party (“Third Party Materials”) in connection with the Service or any Intellectual Property without Klefka’s prior written consent, and shall be responsible for obtaining all rights for, and making all related payments with respect to any clearances, permissions, or consents necessary to use, any such pre-approved Third Party Materials.

Subject to your acceptance as a Partner following review of your Application, Klefka hereby grants you a non-exclusive and nontransferable right to use the Creatives and to access Program Web Site through the Creatives solely in accordance with the terms of this Agreement.

Such rights do not include any right to sub-license and are fully revocable without notice at the discretion of Klefka.

The foregoing license is for the sole purpose of participating in the Klefka Partner Program and assisting in increasing Partner sales through the connection between the Media and the Program Web Site.

You may not alter, modify, manipulate or create derivative works of the Creatives or any Klefka graphics, creative, copy or other materials owned by, or licensed to, Klefka in any way without express written permission.

Use of the Creatives under this license is strictly limited to Partner in good standing with the Partner Program.

In using the Creatives, Partner shall ensure that all materials posted on your Media or otherwise used in connection with the Partner Program:

(i) are not illegal nor used in connection with any illegal material;

(ii) do not contain or link to any material which a reasonably prudent business person would consider harmful, threatening, defamatory, obscene, sexually explicit, harassing, or promoting violence:

(iii) do not contain or link to material that promotes discrimination (whether based religion, race, ethnicity, nationality, disability, age, gender, or sexual orientation);

(iv) do not promote illegal activities (such as gambling, or illegal drugs);

(v) do not contain materials that Klefka has deemed objectionable, which are prohibited under the terms of any Klefka Partner Program or Offer, or which Klefka informs you that it considers objectionable (collectively, “Objectionable Content”) and

(vi) do not infringe the intellectual property or related rights of any third party including moral rights, and rights of attribution.

No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “Klefka Intellectual Property”) owned by Klefka may be used, copied, or reproduced by You except as set forth below. No Klefka Intellectual Property (or any mark confusingly similar to any Klefka Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.

You may use the Klefka™ mark to advertise Klefka. Any time You use the Klefka™ mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Klefka. Whether your use of Klefka™ is confusing will be determined by Klefka in Klefka’s sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:

– You must not use the “voice” of, or purport to speak on behalf of, Klefka.

– Any time You use the word “Klefka” it must be immediately followed by the letters “TM” in superscript caps like so, “Klefka™”.

– When used in prose, Klefka™ must be used in the same font as the rest of the prose.

– When used other than in prose, Klefka™ must be used in the font employed by Klefka’s corporate marketing in Klefka’s corporate logo.

– On any website or social media platform on which You use the word Klefka™, You must include the disclosure identified below this list.

– You may use only such other images, photographs, and trademarks as Klefka expressly authorizes in writing.

– If You have any questions regarding your use of any Klefka mark, please contact: [email protected]

Disclosure: I may use the Klefka™ mark to advertise Klefka. Any time I use the Klefka™ mark, I must do so in a way that is not likely to confuse readers or cause them to think that I am speaking for Klefka. Anything said is strictly my opinion and does not represent the beliefs of Klefka.

11 – NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
All information learned or developed by the Partner during the course of the Partner’s relations with Klefka or any subsidiary thereof will be deemed “Confidential Information” under the terms of this Agreement. Examples of Confidential Information include, but are not limited to, business, scientific and technical information owned or controlled by Klefka, including Klefka’s business plans and strategies; business operations and systems; information concerning employees, customers, partners and/or licensees; patent applications; trade secrets; inventions; ideas; procedures; formulations; processes; formulae; data and all other information of any nature whatsoever which relate to Klefka’s business, science, technology, service, and/or products. In addition, Confidential Information shall include, but not be limited to, all information which Klefka may receive from third parties. The Partner will not disclose to any person at any time or use in any way, except as directed by Klefka, either during or after the relationship of the Partner with Klefka, any Confidential Information. The foregoing restrictions shall not apply to information which is or becomes part of the public domain through no act or failure to act by the Partner. In addition to the foregoing, in the process of the Partner’s Agreement with Klefka, or thereafter, under no condition is the Partner to use or disclose to Klefka, or incorporate or use in any of his work for Klefka, any confidential information imparted to the Partner or with which he may have come into contact while in the relations of his former Partner(s).

12 – RELEASE/AUTHORIZATION TO USE MEDIA
You grant Klefka permission to use any and all media created by Klefka or its agents or employees, or submitted by You to Klefka (hereinafter “Media”) in any form (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Klefka or any product or service sold and marketed by Klefka. You agree that this authorization to use media may be assigned by Klefka to any other party.

You agree that the media may be combined with other media, sounds, text and graphics, and that the media may be manipulated, cropped, altered or modified at Klefka’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Klefka in exchange for this Release and Assignment.

You hereby release and forever discharge Klefka from any and all liability and from any damages You may suffer as a result of the use of the media. You further acknowledge and agree that this release is binding upon your heirs and assigns. You agree that this release is irrevocable.

13 – PROHIBITED ACTIVITY
Klefka has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Klefka’s reputation; and the violation of the rights of Klefka or any third party.

“SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Klefka’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.

NEGATIVE MARKETING. Any Marketing Material or Asset (i.e., video, article, etc.) that uses clickbait words such as “scam” when referencing Klefka, or anyone within the company (i.e., “Is Klefka a Scam!? You Won’t Believe What I Found!”).

BRANDED KEYWORD HIJACKING. Any keyword that directly relates to Klefka in any way, or any of Klefka’s child companies in any way (i.e. Klefka, Klefka, Klefka Kinsey, etc.) cannot be bidded on within any ad exchange that allows keyword bidding (i.e., Google, Yahoo, Bing, etc.).
IMPERSONATION. Do not attempt to impersonate Klefka, Klefka, their employees or Partners for any reason or in any way (i.e. do not send emails from the name Klefka or Klefka etc.) within any Marketing Medium (Email, Social Media, Display, Native, TV, etc.) or anywhere else (i.e., domain names, email accounts, business names, websites etc.) available.

14 – DURATION OF THE CONTRACT
This Agreement shall remain in force for five (5) consecutive years commencing on the date you sign and submit this contract, or create a Klefka account (the “Commencing Date”) and is subject to earlier termination as provided herein. Unless a sixty (60) day prior notice is given by either party of this Agreement, the duration of the contract will be automatically perpetually renewed every five (5) year period.

15 – INDEPENDENT INVESTIGATION
You acknowledge that you have read this Agreement and agree to all its terms and conditions.

You have independently evaluated the desirability of participating as a Partner with Klefka and for each Program or Offer.

You affirmatively state that you have not and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.

16 – INDEMNITY
You agree to protect, defend, indemnify and hold harmless Klefka, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Klefka for liability for payments for, damages caused by, or other liability relating to, You.

17 – NO WARRANTY; NO LEADS.
Klefka does not promise, guarantee or warrant your business success, income, or sales. You understand and acknowledge that Klefka will not at any time provide sales leads or referrals to You. ADDITIONALLY, KLEFKA’S WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. KLEFKA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY KLEFKA WEBSITE, PRODUCT OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK.

KLEFKA MAKES NO REPRESENTATION OR WARRANTY:

(A) THAT ANY KLEFKA PRODUCT, WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY KLEFKA WEBSITE, PRODUCT OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE;

(B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR

(C) THAT ANY OF KLEFKA’S WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY KLEFKA’S WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

18 – LIMITATION OF LIABILITY
YOU AGREE THAT IN NO EVENT SHALL KLEFKA’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST KLEFKA OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

19 – FORCE MAJEURE
Klefka will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Klefka. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Klefka shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

20 – ASSIGNMENT
Klefka may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned without Klefka’s or its assigns express written consent.

21 – ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES
ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Klefka including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Maricopa County, Arizona. You agree not to file suit against Klefka or any of its partners, subsidiaries, officers, directors, employees, successors or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Klefka. In the event that You and Klefka are unable to reach Agreement on an Arbitrator, You and Klefka will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Maricopa County, Arizona. The arbitrators selected by You and Klefka will have no further involvement in the arbitration. The Arbitrator will determine the rules governing the arbitration. The decision of the Arbitrator will be final and binding on You and Klefka and may be reduced to a judgment in any court of competent jurisdiction. This Agreement to arbitrate survives any termination or expiration of the Agreement.

GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Arizona without regard to any choice of law provisions.

WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Klefka to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Klefka may not be joined or consolidated with claims brought by anyone else.

LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this Agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
INJUNCTIVE RELIEF. Nothing in this Agreement prevents Klefka from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Klefka’s rights prior to, during, or following any arbitration proceeding.

ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either You or Klefka commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

22 – ENTIRE AGREEMENT
This Agreement, along with Klefka’s standard Terms and Conditions represents the entire Agreement between the Parties and supersede any other written or oral Agreement between the Parties as pertaining to your rights and responsibilities as a Klefka Partner.

23 – MODIFICATION/AMENDMENTS
This Agreement and Klefka’s standard Terms and Conditions may be modified by Klefka at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted as an update within the Dashboard. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Klefka. Your continued acceptance of Commission or Bonus payments constitutes your acceptance to any modifications or amendments to this Agreement.

24 – NO WAIVER
No waiver by Klefka of any right reserved or granted to Klefka under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Klefka.

25 – NOTICE
Any notice required to be given to Klefka under or related to this Agreement shall be in writing, addressed as follows:

Klefka

1900 W. Carla Vista Dr.

7711

Chandler, AZ 85226

E-mail: [email protected]

Klefka will send notices to You at the e-mail address You provided to Klefka. Any notices shall be deemed delivered to You when sent by Klefka. You are solely responsible for addressing any technical failures related to your e-mail address or server, and for reading any e-mail sent to You. Klefka may also provide notice to You by posting information in the Partner Center or Dashboard.

26 – SEVERANCE
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 and Conditions, as so modified, shall continue in full force and effect.