Website Affiliate Agreement
This website affiliate agreement is between KAILU, a California Limited Liability Company (the "Owner") and THE AFFILIATE, a New York corporation (the "Affiliate").
The Owner is engaged in the business of luxury silk bedding, duvets, throws, and sleep accessories.
The Affiliate owns and operates one or more websites that are accessible to the public, specifically www.youraffiliatewebsite.com (the "Affiliate Website").
The Owner wishes to engage the Affiliate for the purpose of promoting its website https://www.kailusilk.com/ (the "Owner Website") and the products and services available for purchase on the Owner Website (the "Owner Products").
The Affiliate wishes to direct users of the Affiliate Website to the Owner Website using a unique URL (an "Affiliate Link"), and the parties want the Affiliate to receive compensation for purchases made by customers of the Affiliate who use the Affiliate Link (the "Affiliate Customers") of certain applicable Owner products and services (the "Affiliate Program").
The parties therefore agree as follows:
1. RESPONSIBILITIES.
(a) Of the Affiliate. The Affiliate shall:
(i) display the Affiliate Link in a manner that does not reflect adversely on the Owner or mislead visitors;
(ii) use reasonable efforts to ensure the Affiliate Link works on the Affiliate Website, and that any visitor who clicks on the Affiliate Link will be connected to the Owner Website;
(iii) refer new and existing legitimate customers to the Owner Website via the Affiliate Link;
(iv) adhere to the following "Keyword Buys & Commissions Policy":
A. "Keyword Buy" means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and "Search Engine" means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
B. The Owner owns the rights to certain trademarks, including those that are listed below. The Affiliate is prohibited from bidding on Owner trademark terms on all Search Engines, as this use constitutes trademark infringement of the Owner's trademarks. This includes any variations, combinations, and lowercase variants of these terms with or without the "www" prefix or ".com" suffix. The Owner will not pay a commission on any transactions derived from bidding on any of the following protected trademarked/brand-related keywords, and the Owner may change these terms without notice to the Affiliate: KAILU.
C. The Affiliate may not make Keyword Buys that are confusingly similar to or a derivation of the Owner's name or other trademarks, including any misspellings or "typo squatting" variants of the Owner's terms.
D. The Affiliate may not use links that automatically redirect the user to the Owner Website in the Affiliate's search ads. The Affiliate may not use the Owner Website (including all lower or uppercase variations) for any DISPLAY or DESTINATION URL listings used in paid search campaigns, or cloak or mask the Owner Website URL in Search Engines.
E. The Affiliate may not use KAILU or any variation of KAILU in the Affiliate's search ad creative; and
(v) include the following disclaimer on the Affiliate Website in connection with the Link:
“All products featured are independently selected by our editors. However, when you buy something through our retail links, we may earn an affiliate commission.”
3. PAYMENT.
(a) Paid Order Fees. The Owner shall pay the Affiliate a commission on any Paid Order made by the Affiliate Customers that the Affiliate refers to the Owner through the Affiliate Link during the term of this agreement. "Paid Order" means an order for which the Owner has received and processed payment, less the cost of returns and chargebacks the Owner incurs on any of the Affiliate's referred customer orders.
(b) Calculation of Commission. The Owner shall pay the Affiliate 15% of net revenue generated by Paid Orders for the purchase of an Owner Product by Affiliate Customers.
(c) Timing of Commissions. Commissions will be computed monthly as of the last day of each calendar month and shall be paid within forty-five (45) days following the end of the month. Any returns, refunds, chargebacks, and fraudulent payments of Paid Orders will be deducted or withheld from the commission payment.
(d) Statements. Bimonthly, the Owner shall deliver a statement detailing its computations of the commission. The Owner shall permit the Affiliate reasonable access to the records and data used to determine the commission for purposes of inspection. Any discrepancies between the Owner's records and a commission paid to the Affiliate shall be corrected by the Owner within 30 days of receiving written notification of that discrepancy from the Affiliate.
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Website Affiliate Agreement
This Website Affiliate Agreement is between KAILU, a California Limited Liability Company (the "Owner"), and THE AFFILIATE, a New York corporation (the "Affiliate").
The Owner is engaged in the business of luxury silk bedding, duvets, throws, and sleep accessories.
The Affiliate owns and operates one or more websites that are accessible to the public, specifically www.youraffiliatewebsite.com (the "Affiliate Website").
The Owner wishes to engage the Affiliate for the purpose of promoting its website https://www.kailusilk.com/ (the "Owner Website") and the products and services available for purchase on the Owner Website (the "Owner Products").
The Affiliate wishes to direct users of the Affiliate Website to the Owner Website using a unique URL (an "Affiliate Link"), and the parties want the Affiliate to receive compensation for purchases made by customers of the Affiliate who use the Affiliate Link (the "Affiliate Customers") of certain applicable Owner products and services (the "Affiliate Program").
The parties therefore agree as follows:
1. RESPONSIBILITIES.
(a) Of the Affiliate. The Affiliate shall:
(i) display the Affiliate Link in a manner that does not reflect adversely on the Owner or mislead visitors;
(ii) use reasonable efforts to ensure the Affiliate Link works on the Affiliate Website, and that any visitor who clicks on the Affiliate Link will be connected to the Owner Website;
(iii) refer new and existing legitimate customers to the Owner Website via the Affiliate Link;
(iv) adhere to the following "Keyword Buys & Commissions Policy":
A. "Keyword Buy" means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and "Search Engine" means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
B. The Owner owns the rights to certain trademarks. The Affiliate is prohibited from bidding on Owner trademark terms on all Search Engines. This includes any variations, combinations, and lowercase variants with or without the "www" prefix or ".com" suffix. The Owner will not pay a commission on transactions derived from bidding on the following protected trademarked/brand-related keywords: KAILU.
C. The Affiliate may not make Keyword Buys that are confusingly similar to or a derivation of the Owner's name or trademarks, including misspellings or typo-squatting variants.
D. The Affiliate may not use links that automatically redirect users to the Owner Website in search ads. The Affiliate may not use the Owner Website as any display or destination URL in paid search campaigns, nor cloak or mask the Owner Website URL.
E. The Affiliate may not use KAILU or any variation of KAILU in search ad creative.
(v) include the following disclaimer on the Affiliate Website in connection with the Link:
“All products featured are independently selected by our editors. However, when you buy something through our retail links, we may earn an affiliate commission.”
(b) Of the Owner. The Owner shall:
(i) provide assistance to enable the Affiliate to post the Affiliate Link;
(ii) provide initial information and materials comprising the Affiliate Link within seven (7) days of the effective date;
(iii) maintain accurate records of the data used to determine commissions.
2. TERM AND TERMINATION.
(a) Term. This agreement becomes effective as described in Section 20 and continues for an initial term of one (1) year. Unless either party provides written notice at least thirty (30) days before the end of the Term, the agreement will automatically renew for additional one-year terms.
(b) Termination Procedures. This agreement may be terminated:
(i) by either party with thirty (30) days’ written notice;
(ii) by either party for material breach not cured within thirty (30) days after written notice;
(iii) by the Owner immediately if the Affiliate violates this agreement, misuses Owner Marks, or engages in spam.
(c) Effects of Termination. All licenses terminate upon termination. Outstanding commissions for valid transactions prior to termination will be paid.
3. PAYMENT.
(a) Paid Order Fees. The Owner shall pay the Affiliate a commission on any Paid Order made by Affiliate Customers referred through the Affiliate Link. "Paid Order" means an order for which payment has been received and processed, less returns, refunds, and chargebacks.
(b) Calculation of Commission. The commission rate shall be fifteen percent (15%) of net revenue.
(c) Timing of Commissions. Commissions are calculated monthly and paid within forty-five (45) days following the end of each month.
(d) Statements. The Owner will provide statements detailing commission calculations.
(e) Payments to Affiliates will be facilitated through the Awin platform in accordance with Awin’s standard payment terms and processes.
4. LICENSE.
The Owner grants the Affiliate a limited, nonexclusive, nontransferable, nonsublicensable license to use Owner Marks solely to promote Owner Products. All rights not expressly granted are reserved.
5. RESTRICTIONS ON AFFILIATE.
The Affiliate shall not:
(a) misuse Owner Marks;
(b) create misleading content about the Owner;
(c) send spam or unsolicited communications;
(d) use "Official Site" in ads;
(e) provide incentivized traffic without written approval;
(f) use adware, pop-ups, or forced redirects;
(g) operate websites containing illegal, hateful, defamatory, violent, or adult content.
6. OWNER RIGHTS.
The Owner may monitor Affiliate Website, request changes, or remove the Affiliate Link at any time.
7. CONFIDENTIAL INFORMATION.
Each party agrees to keep Confidential Information confidential and use it only for purposes of this agreement.
8. INDEMNIFICATION.
Each party agrees to indemnify the other for breaches or misconduct.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
Services are provided "as is." Owner’s liability shall not exceed total commissions paid.
10. NATURE OF RELATIONSHIP.
The parties are independent contractors. The Affiliate has no authority to bind the Owner.
11. GOVERNING LAW.
California law governs this agreement.
12. AMENDMENTS.
Any amendment must be in writing and signed by both parties.
13. ASSIGNMENT.
Neither party may assign without written consent.
14. ELECTRONIC SIGNATURES.
Electronic signatures are valid.
15. SEVERABILITY.
Invalid provisions shall not affect remaining provisions.
16. NOTICES.
Notices may be sent by email or certified mail to the addresses on file.
17. WAIVER.
No waiver unless in writing.
18. ENTIRE AGREEMENT.
This agreement constitutes the entire agreement between the parties.
19. HEADINGS.
Headings are for convenience only.
20. EFFECTIVENESS.
This agreement becomes effective upon acceptance.
