NK IMODE
Program Terms
NK IMODE Affiliate Program Agreement
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate in the NK IMODE Affiliate Program (“Program”). If you do not accept all of the terms and conditions of this Agreement, do not submit an Application.
By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement, “we”, “us”, “our”, “NK IMODE”, and “Kenan” means Kenan 2.0 Enterprises Corp., a British Columbia company, and “Affiliate”, “you”, and “your” means the applicant submitting the Application and participating in the Program. (NK IMODE is a registered trademark of Kenan.)
Enrollment. The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”), with an office in Chicago, Illinois, and this Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
Linking and Participation in the Affiliate Program. To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Kenan.
Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Without limitation, your request will be rejected if it is determined that your website: (a) is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable, (b) promotes, sells or markets tobacco or alcohol products, drugs or drug paraphernalia or (c) is a resale, discounting, coupon or similar website.
For domain names associated with Your Site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
1. Affiliate Marketing Activities; Share-A-Sale Restrictions.
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program. Review the Share-a-Sale Affiliate agreement at https://www.shareasale.com/agreement.cfm.
Use of Kenan Materials. All images, product names and numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, “Kenan Materials”) are the proprietary property of Kenan or its licensors.
Affiliates may use Kenan Materials only as specified herein and shall not misappropriate Kenan Materials, e.g. by incorporating the same in a domain name.
Advertising. You do NOT have permission to spend money on ads specifically promoting our brand or products, especially in search engines and social media.
These restrictions include but are not limited to: pay per click, pay per view, pay per impression, media buys on ad networks, social media marketplaces (Facebook, Instagram), offline print publications, billboards, radio, tv, YouTube, and others. No direct linking, no trademark keyword bidding, no trademark plus coupon keyword bidding, no non-trademark keyword bidding. We monitor this account daily for violations.
2. Trademarked Terms.
You shall not use any of the following trademarked terms (“Trademarked Terms”) (or misspellings or derivatives thereof) in the title, advertising copy and/or description of display URL of a paid search advertisement:
KENAN
KENAN 2.0
KENAN 2.0 ENTERPRISES CORP.
NK IMODE
nkimode.com
Any of the identifying names used by Kenan from time to time for its garment collections, such as but not limited to:
“Chloe”, “Corazon”, ”Cordelia”, “Dylan”, “Jezebel”, “Juliette”, “LUCKY Gal-Pal”, “Madison”, “Mischa”, “Morgan”, “Natasha”, “Olivia”, “Paloma”, “Gimme the Night”, “Peony Blooms”, “Rebecca”, “Sigrid”, “Thalassa”, “Wild Rose”
You may use the above terms only with our prior written consent, provided such use is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under Canadian law.
Except as otherwise set forth in this Agreement, Affiliate shall not use Kenan’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Kenan’s Trademarked Terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Kenan of any services provided by Affiliate, or in any other manner whatsoever.
3. Electronic Mail; Anti-Spam.
Affiliate shall not send any emails that, directly or indirectly, advertise or promote Kenan, its products, services, web sites, or offers, without Kenan’s prior express written consent. If consent is provided, Affiliate must include Kenan on its email distribution list at the following address: concierge@nkimode.com.
Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, Canada’s anti-spam legislation (CASL) [An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23]or similar legislation in the country of sender or receiver.
In addition, Affiliate shall not generate or send any material advertising or promoting any Kenan products or services via facsimile or engage in any telemarketing activities with respect to Kenan’s products or services.
4. Violations.
If you violate section 3 above, we may take punitive actions against you, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
5. Required Disclosures.
In any marketing activities where a reference is made to Kenan or to any of Kenan’s trademarks, Affiliate shall identify itself as an affiliate by using the terms “affiliate” or “aff.” Affiliate shall also disclose your affiliate relationship on any promotion for Kenan. This includes but is not limited to blog posts, videos, emails, social media and website pages. Your audience must understand you could earn commissions if they click your links. This disclosure statement should be clear and concise, stating that Kenan is compensating you for your review or endorsement.
6. Coupon Offers.
You do NOT have permission to offer coupons. Affiliates shall not use misleading text, images or links or any text, images or links that imply any coupon or deal that is not expressly authorized through the affiliate channel.
Use of exclusive coupon codes by unauthorized affiliates will result in voided transactions. User-submitted coupon codes from other marketing channels such as email are prohibited from use by affiliates. We have the right to void those sales.
Expired coupons and deals must be removed or clearly marked as expired immediately.
7. Price Information.
You shall not include price information in your product descriptions without our explicit written consent. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate does not have the authority to make or accept any offer on our behalf.
Kenan reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
8. Other Publicity.
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Kenan or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
9. Affiliate Purchases.
Affiliates may purchase Kenan products through their own links once per Affiliate.
10. Links and Images Access and Display.
Kenan shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and textual images (the “Images”) that serve to identify Your Site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“Your Site”) to www.nkimode.com (“our site”).
You may, subject to the terms and conditions herein, display Links as often and in as many areas on Your Site as you desire.
You shall cooperate fully with Kenan in establishing and maintaining Links. You may display in Your Site only those Images provided to you by Kenan which may by discontinued or replaced at any time and from time to time in our sole discretion.
11. Removal and Modification.
Upon request, you shall remove any Image from Your Site and replace it with a new Image provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code.
You agree that each Link connecting users of Your Site to Our Site will in no way alter the look, feel, or functionality of Our Site.
Kenan and/or Share-a-Sale may monitor Your Site at any time to determine if you are in compliance with these terms.
12. Affiliate’s Additional Obligations.
You will use best efforts to place Links on Your Site within 30 days of your acceptance into the Program. We ask that you actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site.
You are solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement including: the development, operation and maintenance of Your Site; all materials that appear on Your Site and the accuracy and appropriateness of such materials; ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading false or deceptive or otherwise illegal; and ensuring that Your Site and your business practices do not violate this Agreement.
You shall keep your Application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us.
For domain names associated with Your Site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
You shall not make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to Your Site is visiting Our Site, that a visitor to Our Site is visiting Your Site or that Kenan endorses you or Your Site or your products and services (for example, you shall not “frame” any pages or portions of Our Site).
You shall comply with all applicable Kenan policies, guidelines, requirements, and procedures, as these may be communicated to you from time to time.
You shall act in an ethical, professional, competent, diligent manner and in good faith, using only personnel possessing appropriate knowledge and skill to perform the Program.
You shall comply with applicable laws, regulations, rules and standards imposed by any government or any lawful public authority having jurisdiction over you and your activities.
Kenan is not obligated to make any representations, warranties or other statements concerning you, Your Site, Your Site policies or any of your products or services.
13. Spy Ware.
You shall not participate in spy ware, ad ware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place.
Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
14. Customer Data.
Customers who buy Kenan’s products and services through the Program are deemed to be customers of Kenan. As such, all of Kenan’s policies and operating procedures concerning customer orders, customer service, and product and service sales will apply.
Kenan shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Site (“Customer Data”) which is collected by Kenan, including without limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use any such Customer Data.
15. Sales Transactions; Commission Payments Sales Transactions.
Share-a-Sale will track all sales. Kenan reserves the right to review any and all sales transactions for a period of up to 50 days after the date of sale and may void or edit any incorrect sales transactions or sub-affiliate transactions without referring URLs.
We also reserve the right to reverse transactions due to order cancellations, duplicate tracking, returns, credit card fraud, disputed charges or violations of this Agreement.
16. Rate and Timing of Commission Payments.
Commissions will typically start at a rate of 10 percent per sale (the “Starting Commission Rate”). Kenan reserves the right to adjust the Starting Commission Rate, in its sole discretion, on a case-by-case basis, at any time, on notice to you. Commissions will be paid out to Affiliate on the 20th day of the calendar month following the date of sale. For example, all sales transactions that take place in the month of February will be paid out on March 20th.
17. Commission Eligibility.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned.
Kenan may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Kenan has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Kenan shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
18. Licenses and Use of Logos and Trademarks.
Kenan hereby grants you a limited, non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded materials shown on the Kenan Affiliate Program Share-a-Sale web pages solely in connection with such Links, (collectively, the “Licensed Materials”), for the sole purpose of promoting Kenan’s products and services on Your Site.
You may not copy, distribute, alter, modify, reverse-engineer, or create derivative works from the Licensed Materials.
Kenan may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Kenan only.
The Trademarked Terms and any branded materials not shown on the Kenan Affiliate Program Share-a-Sale web pages shall be excluded from the Licensed Materials license unless otherwise authorized and approved by Kenan.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Kenan’s products and services on Your Site.
You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Kenan or its affiliates or any of its or their products or services, or that otherwise portrays Kenan, in its sole discretion, in a negative light.
Kenan reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names.
Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise
You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Kenan for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Kenan will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction
You hereby grant to Kenan a non-exclusive license to use your names, titles, logos, and trademarks (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Kenan’s rights hereunder.
Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program.
The licenses granted hereunder shall run concurrently with the term of this Agreement Term.
19. Term and Termination.
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the Program or maintain Links to Our Site on Your Site.
Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination.
No commissions shall accrue or be earned by you after the Term.
Effect of Termination. Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Kenan’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
20. Program Modification.
Kenan may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice.
If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly.
Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT KENAN MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
21. Relationship of Parties as Independent Contractors.
You and Kenan are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, franchise, sales representative, or employment relationship.
You are solely responsible for complying with all sales tax and income tax obligations arising from your activities and participation in the Program.
You have no authority to make or accept any offers or representations on behalf of Kenan.
You shall not make any statement, whether on Your Site or otherwise, that contradicts anything contained in this section.
22. Communication.
The primary channel of communication between Kenan and Affiliate shall be via newsletter, accessible through the Share-A-Sale dashboard. See also section 29 (Notices) below.
23. Representations and Warranties.
Each party represents, warrants, and covenants to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents, warrants, and covenants that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents, warrants, and covenants that it has and complies with a privacy policy consistent with federal and provincial or state laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Moreover:
Kenan makes no express or implied warranties or representations with respect to the Program, Our Site or any Kenan products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage.
Kenan makes no representation that the operation of Our Site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
24. Confidentiality.
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Kenan or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena or similar requirement issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.
25. Limitation of Liability.
KENAN SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF KENAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM OR ANY BREACH OF EITHER BY KENAN HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
26. Indemnification.
Affiliate shall indemnify and defend Kenan and its affiliates, directors, officers, employees, agents, successors, assigns and representatives against all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) arising out of a breach, or alleged breach, of any of the Affiliate’s representations or obligations in this Agreement or in the Affiliate’s agreement with Share-a-Sale in respect of the Program.
27. Jurisdiction/Venue/Governing Law.
Any action to enforce this Agreement must be brought in a court of competent jurisdiction located in Vancouver or New Westminster, British Columbia, Canada, and Affiliate irrevocably consents to the jurisdiction of such courts. The laws of the Province of British Columbia, and the federal laws applicable therein, govern this Agreement, its interpretation, and enforcement.
28. References/Testimonials.
Affiliate shall cooperate with us in the development of testimonies and other such marketing material.
Affiliate hereby grants us unlimited rights to reference Affiliate in any and all marketing materials, without further compensation.
29. Notices.
All notices from you to us under this Agreement must be sent by Canadian mail or if applicable international mail, postage prepaid, or by courier delivery, addressed as follows:
Attn: Affiliate Program Manager
Kenan 2.0 Enterprises Corp.
#104 – 342 Kent Ave S E
Vancouver, BC V5X 4N6
Notices from us to you may be sent via Canadian mail, postage prepaid, facsimile, or e-mail using the contact information on file held by Kenan or Share-a-Sale.
30. Assignment; Enurement.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our discretion. Kenan may freely assign its rights in this Agreement, subject to any requirements of the Share-a-Sale program. This Agreement will be binding on and enure to the benefit of their parties and the respective successors and permitted assigns.
31. Integration.
This Agreement constitutes the final and complete agreement between you and Kenan regarding the Program and supersedes all prior and contemporaneous understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
32. Survival.
Sections 19 (Term and Termination), 24 (Confidentiality), 25 (Limitation of Liability), 26 (Indemnification), 27 (Jurisdiction/Venue/Governing Law), and 29 (Notices) will survive the termination of this Agreement.
33. Acknowledgement and Acceptance.
By submitting this application and clicking the link below, you hereby certify that you are authorized to act on behalf of Affiliate and that you have read and accepted the terms, conditions and disclosures associated with this Agreement.
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate in the NK IMODE Affiliate Program (“Program”). If you do not accept all of the terms and conditions of this Agreement, do not submit an Application.
By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement, “we”, “us”, “our”, “NK IMODE”, and “Kenan” means Kenan 2.0 Enterprises Corp., a British Columbia company, and “Affiliate”, “you”, and “your” means the applicant submitting the Application and participating in the Program. (NK IMODE is a registered trademark of Kenan.)
Enrollment. The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”), with an office in Chicago, Illinois, and this Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
Linking and Participation in the Affiliate Program. To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Kenan.
Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Without limitation, your request will be rejected if it is determined that your website: (a) is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable, (b) promotes, sells or markets tobacco or alcohol products, drugs or drug paraphernalia or (c) is a resale, discounting, coupon or similar website.
For domain names associated with Your Site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
1. Affiliate Marketing Activities; Share-A-Sale Restrictions.
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program. Review the Share-a-Sale Affiliate agreement at https://www.shareasale.com/agreement.cfm.
Use of Kenan Materials. All images, product names and numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, “Kenan Materials”) are the proprietary property of Kenan or its licensors.
Affiliates may use Kenan Materials only as specified herein and shall not misappropriate Kenan Materials, e.g. by incorporating the same in a domain name.
Advertising. You do NOT have permission to spend money on ads specifically promoting our brand or products, especially in search engines and social media.
These restrictions include but are not limited to: pay per click, pay per view, pay per impression, media buys on ad networks, social media marketplaces (Facebook, Instagram), offline print publications, billboards, radio, tv, YouTube, and others. No direct linking, no trademark keyword bidding, no trademark plus coupon keyword bidding, no non-trademark keyword bidding. We monitor this account daily for violations.
2. Trademarked Terms.
You shall not use any of the following trademarked terms (“Trademarked Terms”) (or misspellings or derivatives thereof) in the title, advertising copy and/or description of display URL of a paid search advertisement:
KENAN
KENAN 2.0
KENAN 2.0 ENTERPRISES CORP.
NK IMODE
nkimode.com
Any of the identifying names used by Kenan from time to time for its garment collections, such as but not limited to:
“Chloe”, “Corazon”, ”Cordelia”, “Dylan”, “Jezebel”, “Juliette”, “LUCKY Gal-Pal”, “Madison”, “Mischa”, “Morgan”, “Natasha”, “Olivia”, “Paloma”, “Gimme the Night”, “Peony Blooms”, “Rebecca”, “Sigrid”, “Thalassa”, “Wild Rose”
You may use the above terms only with our prior written consent, provided such use is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under Canadian law.
Except as otherwise set forth in this Agreement, Affiliate shall not use Kenan’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Kenan’s Trademarked Terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Kenan of any services provided by Affiliate, or in any other manner whatsoever.
3. Electronic Mail; Anti-Spam.
Affiliate shall not send any emails that, directly or indirectly, advertise or promote Kenan, its products, services, web sites, or offers, without Kenan’s prior express written consent. If consent is provided, Affiliate must include Kenan on its email distribution list at the following address: concierge@nkimode.com.
Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, Canada’s anti-spam legislation (CASL) [An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23]or similar legislation in the country of sender or receiver.
In addition, Affiliate shall not generate or send any material advertising or promoting any Kenan products or services via facsimile or engage in any telemarketing activities with respect to Kenan’s products or services.
4. Violations.
If you violate section 3 above, we may take punitive actions against you, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
5. Required Disclosures.
In any marketing activities where a reference is made to Kenan or to any of Kenan’s trademarks, Affiliate shall identify itself as an affiliate by using the terms “affiliate” or “aff.” Affiliate shall also disclose your affiliate relationship on any promotion for Kenan. This includes but is not limited to blog posts, videos, emails, social media and website pages. Your audience must understand you could earn commissions if they click your links. This disclosure statement should be clear and concise, stating that Kenan is compensating you for your review or endorsement.
6. Coupon Offers.
You do NOT have permission to offer coupons. Affiliates shall not use misleading text, images or links or any text, images or links that imply any coupon or deal that is not expressly authorized through the affiliate channel.
Use of exclusive coupon codes by unauthorized affiliates will result in voided transactions. User-submitted coupon codes from other marketing channels such as email are prohibited from use by affiliates. We have the right to void those sales.
Expired coupons and deals must be removed or clearly marked as expired immediately.
7. Price Information.
You shall not include price information in your product descriptions without our explicit written consent. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate does not have the authority to make or accept any offer on our behalf.
Kenan reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
8. Other Publicity.
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Kenan or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
9. Affiliate Purchases.
Affiliates may purchase Kenan products through their own links once per Affiliate.
10. Links and Images Access and Display.
Kenan shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and textual images (the “Images”) that serve to identify Your Site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“Your Site”) to www.nkimode.com (“our site”).
You may, subject to the terms and conditions herein, display Links as often and in as many areas on Your Site as you desire.
You shall cooperate fully with Kenan in establishing and maintaining Links. You may display in Your Site only those Images provided to you by Kenan which may by discontinued or replaced at any time and from time to time in our sole discretion.
11. Removal and Modification.
Upon request, you shall remove any Image from Your Site and replace it with a new Image provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code.
You agree that each Link connecting users of Your Site to Our Site will in no way alter the look, feel, or functionality of Our Site.
Kenan and/or Share-a-Sale may monitor Your Site at any time to determine if you are in compliance with these terms.
12. Affiliate’s Additional Obligations.
You will use best efforts to place Links on Your Site within 30 days of your acceptance into the Program. We ask that you actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site.
You are solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement including: the development, operation and maintenance of Your Site; all materials that appear on Your Site and the accuracy and appropriateness of such materials; ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading false or deceptive or otherwise illegal; and ensuring that Your Site and your business practices do not violate this Agreement.
You shall keep your Application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us.
For domain names associated with Your Site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
You shall not make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to Your Site is visiting Our Site, that a visitor to Our Site is visiting Your Site or that Kenan endorses you or Your Site or your products and services (for example, you shall not “frame” any pages or portions of Our Site).
You shall comply with all applicable Kenan policies, guidelines, requirements, and procedures, as these may be communicated to you from time to time.
You shall act in an ethical, professional, competent, diligent manner and in good faith, using only personnel possessing appropriate knowledge and skill to perform the Program.
You shall comply with applicable laws, regulations, rules and standards imposed by any government or any lawful public authority having jurisdiction over you and your activities.
Kenan is not obligated to make any representations, warranties or other statements concerning you, Your Site, Your Site policies or any of your products or services.
13. Spy Ware.
You shall not participate in spy ware, ad ware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place.
Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
14. Customer Data.
Customers who buy Kenan’s products and services through the Program are deemed to be customers of Kenan. As such, all of Kenan’s policies and operating procedures concerning customer orders, customer service, and product and service sales will apply.
Kenan shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Site (“Customer Data”) which is collected by Kenan, including without limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use any such Customer Data.
15. Sales Transactions; Commission Payments Sales Transactions.
Share-a-Sale will track all sales. Kenan reserves the right to review any and all sales transactions for a period of up to 50 days after the date of sale and may void or edit any incorrect sales transactions or sub-affiliate transactions without referring URLs.
We also reserve the right to reverse transactions due to order cancellations, duplicate tracking, returns, credit card fraud, disputed charges or violations of this Agreement.
16. Rate and Timing of Commission Payments.
Commissions will typically start at a rate of 10 percent per sale (the “Starting Commission Rate”). Kenan reserves the right to adjust the Starting Commission Rate, in its sole discretion, on a case-by-case basis, at any time, on notice to you. Commissions will be paid out to Affiliate on the 20th day of the calendar month following the date of sale. For example, all sales transactions that take place in the month of February will be paid out on March 20th.
17. Commission Eligibility.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned.
Kenan may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Kenan has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Kenan shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
18. Licenses and Use of Logos and Trademarks.
Kenan hereby grants you a limited, non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded materials shown on the Kenan Affiliate Program Share-a-Sale web pages solely in connection with such Links, (collectively, the “Licensed Materials”), for the sole purpose of promoting Kenan’s products and services on Your Site.
You may not copy, distribute, alter, modify, reverse-engineer, or create derivative works from the Licensed Materials.
Kenan may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Kenan only.
The Trademarked Terms and any branded materials not shown on the Kenan Affiliate Program Share-a-Sale web pages shall be excluded from the Licensed Materials license unless otherwise authorized and approved by Kenan.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Kenan’s products and services on Your Site.
You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Kenan or its affiliates or any of its or their products or services, or that otherwise portrays Kenan, in its sole discretion, in a negative light.
Kenan reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names.
Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise
You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Kenan for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Kenan will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction
You hereby grant to Kenan a non-exclusive license to use your names, titles, logos, and trademarks (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Kenan’s rights hereunder.
Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program.
The licenses granted hereunder shall run concurrently with the term of this Agreement Term.
19. Term and Termination.
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the Program or maintain Links to Our Site on Your Site.
Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination.
No commissions shall accrue or be earned by you after the Term.
Effect of Termination. Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Kenan’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
20. Program Modification.
Kenan may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice.
If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly.
Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT KENAN MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
21. Relationship of Parties as Independent Contractors.
You and Kenan are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, franchise, sales representative, or employment relationship.
You are solely responsible for complying with all sales tax and income tax obligations arising from your activities and participation in the Program.
You have no authority to make or accept any offers or representations on behalf of Kenan.
You shall not make any statement, whether on Your Site or otherwise, that contradicts anything contained in this section.
22. Communication.
The primary channel of communication between Kenan and Affiliate shall be via newsletter, accessible through the Share-A-Sale dashboard. See also section 29 (Notices) below.
23. Representations and Warranties.
Each party represents, warrants, and covenants to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents, warrants, and covenants that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents, warrants, and covenants that it has and complies with a privacy policy consistent with federal and provincial or state laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Moreover:
Kenan makes no express or implied warranties or representations with respect to the Program, Our Site or any Kenan products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage.
Kenan makes no representation that the operation of Our Site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
24. Confidentiality.
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Kenan or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena or similar requirement issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.
25. Limitation of Liability.
KENAN SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF KENAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM OR ANY BREACH OF EITHER BY KENAN HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
26. Indemnification.
Affiliate shall indemnify and defend Kenan and its affiliates, directors, officers, employees, agents, successors, assigns and representatives against all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) arising out of a breach, or alleged breach, of any of the Affiliate’s representations or obligations in this Agreement or in the Affiliate’s agreement with Share-a-Sale in respect of the Program.
27. Jurisdiction/Venue/Governing Law.
Any action to enforce this Agreement must be brought in a court of competent jurisdiction located in Vancouver or New Westminster, British Columbia, Canada, and Affiliate irrevocably consents to the jurisdiction of such courts. The laws of the Province of British Columbia, and the federal laws applicable therein, govern this Agreement, its interpretation, and enforcement.
28. References/Testimonials.
Affiliate shall cooperate with us in the development of testimonies and other such marketing material.
Affiliate hereby grants us unlimited rights to reference Affiliate in any and all marketing materials, without further compensation.
29. Notices.
All notices from you to us under this Agreement must be sent by Canadian mail or if applicable international mail, postage prepaid, or by courier delivery, addressed as follows:
Attn: Affiliate Program Manager
Kenan 2.0 Enterprises Corp.
#104 – 342 Kent Ave S E
Vancouver, BC V5X 4N6
Notices from us to you may be sent via Canadian mail, postage prepaid, facsimile, or e-mail using the contact information on file held by Kenan or Share-a-Sale.
30. Assignment; Enurement.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our discretion. Kenan may freely assign its rights in this Agreement, subject to any requirements of the Share-a-Sale program. This Agreement will be binding on and enure to the benefit of their parties and the respective successors and permitted assigns.
31. Integration.
This Agreement constitutes the final and complete agreement between you and Kenan regarding the Program and supersedes all prior and contemporaneous understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
32. Survival.
Sections 19 (Term and Termination), 24 (Confidentiality), 25 (Limitation of Liability), 26 (Indemnification), 27 (Jurisdiction/Venue/Governing Law), and 29 (Notices) will survive the termination of this Agreement.
33. Acknowledgement and Acceptance.
By submitting this application and clicking the link below, you hereby certify that you are authorized to act on behalf of Affiliate and that you have read and accepted the terms, conditions and disclosures associated with this Agreement.