Affiliate Program Terms and Conditions

Welcome to the Kriya Botanicals affiliate program (the “Affiliate Program”), through which Kriya Botanicals offers its affiliates the opportunity to earn a commission for the successful referral of qualified new customers to Kriya Botanicals' web-based order and web-based inventory management service (the “Service”) provided to its customers through the website and associated domains and sub-domains of www.KriyaBotanicals.com (the “Kriya Botanicals Site”).

These affiliate program terms and conditions (these “Terms”) are a legally binding agreement between Member and Kriya Botanicals, Inc., (“Kriya Botanicals”) governing your participation in the Affiliate Program. Please read these Terms carefully and save a copy of them for your records. THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF KRIYA BOTANICALS' LIABILITY, YOUR INDEMNIFICATION OBLIGATIONS, AND THE LAW GOVERNING, AND DISPUTE RESOLUTION PROCEDURES RELATED TO THE AFFILIATE PROGRAM.

You and Kriya Botanicals agree as follows:

1. Your Rights and Our Obligations with Respect to the Affiliate Program are Expressly Conditioned on Your Acceptance of These Terms.

When you click “SIGN UP” to sign up for the Affiliate Program, or by accessing the Affiliate Dashboard (defined below), you agree, as of such date (the “Effective Date”) on behalf of yourself and, if applicable, your organization, to be bound by these Terms and Kriya Botanicals' Privacy Policy, and represent and warrant to Kriya Botanicals that you:

• have the power and authority to enter into these Terms on behalf of your organization, if applicable;
• are at least 18 years of age;
• are not named on any U.S. government list of persons or entities prohibited from receiving exports; and
• are not a resident of, or otherwise domiciled in, any countries set forth on the State Sponsored Terrorism List promulgated by the U.S. government (which currently includes Iran, Sudan and Syria).

2. About the Program

As a member of the Affiliate Program, subject to these Terms, Kriya Botanicals will use commercially reasonable efforts to provide you access to a web interface dashboard (“Affiliate Dashboard”). Through the Affiliate Dashboard, you will be provided a hyperlink (“Custom Affiliate Link”) to a landing page containing a subscription form (“Affiliate Form”) that is “tagged” with a unique identifier associated with your account.

As described in more detail below, you can earn a commission on certain subscription fees when an individual or entity (not a computer-generated user, such as a robot, spider, computer script or other automated, or artificial method with no individual person actually present) that is neither you or your affiliate, nor a current or former Kriya Botanicals customer or an affiliate thereof (any such individual or entity, a “Prospective Customer”), subscribes to the Service through submitting your Affiliate Form.

3. The First Step Towards Earning a Commission is Creating an Affiliate Account

To join the Affiliate Program, you must create and maintain an affiliate account (“Affiliate Account”) with Kriya Botanicals or the Program Administrator so that we have the information and communication channels necessary for both parties to perform their obligations under these Terms. To create an Affiliate Account, you must provide the information requested at registration which may include:

• the first and last name of the individual creating the Affiliate Account;
• a valid email address, which the individual creating the Affiliate Account has the right to access and use;
• a valid address; and
• the name of your company, if applicable (collectively, and together with any other information you may provide us in creating your Affiliate Account, “Affiliate Account Information”).

By providing Affiliate Account Information, you acknowledge and agree that Kriya Botanicals may use such information to communicate with you about the Affiliate Program and Kriya Botanicals' available commercial offerings. Kriya Botanicals may send you commercial email messages that you may or may not have the ability to opt-out of.

When you provide us Account Information, you represent and warrant that it is complete, true, current and accurate, and you agree that if a change occurs and such Account Information is no longer complete, true, current or accurate, you will, promptly update your Account to reflect such change.

4. You May Use the Custom Affiliate Link to Refer Prospective Customers to the Service

Subject to these Terms, including, without limitation, Section 10, Kriya Botanicals hereby grants you a non-exclusive and revocable personal license during the Agreement Term, and solely for the purpose of facilitating the referral of Prospective Customers to the Service, to display, distribute and reproduce (but in no case modify) Kriya Botanicals' trade names, trademarks, service marks, trade dress, logos, designs and other similar identifying materials (collectively, “Kriya Botanicals IP”), solely in the format provided to you through the Affiliate Dashboard, on website(s) owned or controlled by you (“Your Sites”) and in emails and other written communications to Prospective Customers.

You shall not, at any time, challenge or assist others to challenge any Kriya Botanicals IP—except to the extent expressly required by applicable federal, state and local laws, rules, regulations, guidelines or ordinances (collectively, “Laws”)—or the registration thereof or attempt to register any copyrights, trademarks or service marks that are confusingly or substantially similar to those of Kriya Botanicals.

5. Commissions are Only Paid for Customers that Subscribe to the Service Through your Affiliate Form

During the Commission Term, you may earn a commission (as calculated and payable pursuant to these Terms, “Commission”), but only on certain amounts paid to Kriya Botanicals by Prospective Customers who, during the Agreement Term, accurately and fully complete, and submit to Kriya Botanicals, your Affiliate Form, and, in connection with such submission (i) agree to the Kriya Botanicals Term of Use and Privacy Policy, and (ii) purchase a subscription plan (“Subscription Plan”) described on Kriya Botanicals' then-current pricing webpage (any such individual or entity, a “Referred Customer”).

6. Program Administrator Determines Commission Eligibility, Without Regard to Your Affiliate Dashboard

YOU MAY ONLY EARN COMMISSIONS WITH RESPECT TO PROSPECTIVE CUSTOMERS THAT PURCHASE A SUBSCRIPTION PLAN THROUGH YOUR AFFILIATE FORM.

Kriya Botanicals relies entirely on Program Administrator’s determination of which, if any, unique identifier is associated with a subscription form, and is not obligated to independently investigate or confirm Program Administrator’s determination. Your Affiliate Dashboard may display information relating to Subscription Plans purchased by Referred Customers and may make certain Commission information available to you, such as how many of Prospective Customers visited the Kriya Botanicals Site, how many of those created an account, how many of those purchased a Subscription Plan, and anticipated Commissions. This information, if provided, is solely for your convenience.

Without limiting Section 15, Kriya Botanicals makes no representation or warranty that information provided in the Affiliate Profile is 100% accurate or that the number of Referred Customers associated with your Affiliate Account—as may be reflected in Kriya Botanicals' internal records or on your Affiliate Dashboard—accurately reflects the number of Prospective Customers who have actually subscribed to the Service using your Affiliate Form.

7. Calculating Commissions

Subject to your compliance with these Terms, during the Commission Term, you are entitled to a Commission on the recurring subscription fees (“Subscription Fees”) that are charged by, and actually paid, in full, to, Kriya Botanicals under each Referred Customer’s Subscription Plan; provided, each Commission is to be calculated net of any (a) sales, use, value-added, excise and other taxes, (b) bad debts, (c) credits due, (d) credit card fraud, and (e) third party payment processing fees. Subscription Fees comprise the reoccurring fee set forth on the pricing webpage that is charged for a Subscription Plan, and for the purposes of these Terms do not include any other fees, penalties, charges, expenses or other amounts, including without limitation those arising from a Referred Customer’s purchase of insurance or postage through or in connection with its subscription to the Service.

The Commission percentage shall apply for that Referred Customer, and Affiliate acknowledges that Kriya Botanicalsmay change the Commission percentage at any time, though Kriya Botanicals will endeavor to provide you with notice of any change. For the avoidance of doubt, you are not entitled to any Commission under a Referred Customer’s Subscription Plan while the Service is provided on a free-trial basis.

8. Commission Payment Terms

Commissions will be processed on a calendar month basis (“Accrual Period”). Subject to these Terms, within twenty (20) business days after the end of each Accrual Period during the Commission Term (defined in Section 14), Kriya Botanicals will pay you the Commissions accrued during such Accrual Period; provided, however, if the total amounts payable to you for any Accrual Period is less than one hundred dollars ($100) (“Payment Threshold”), payment of such amounts will be differed until the next Accrual Period in which the total amounts payable to you is equal to or greater than the Payment Threshold. Additionally, if a successful chargeback occurs on any Subscription Fees after a Commission has been paid to you on such Subscription Fee, Kriya Botanicals may withhold an amount equal to the amount charged-back from a\ subsequent Commission.

All payments will be made in U.S. dollars in the manner determined by Kriya Botanicals. You are solely responsible for calculating taxes on your income (if any) arising out of the payment of any Commissions and for remitting such taxes to any applicable authority.

9. You Forfeit Your Right to Commissions if You Fail to Provide Necessary Information

Without limiting the obligations to update Affiliate Account Information pursuant to Section 3, you must provide complete, true, current and accurate tax, payment and other information reasonably necessary for Kriya Botanicals to remit Commission payments to you (“Payment Information”). You are solely responsible for maintaining the accuracy and completeness of such Payment Information by promptly updating your Affiliate Account Information or otherwise informing Kriya Botanicals of any change therein. If you fail to provide Payment Information requested by Kriya Botanicals within a commercially reasonable time (which will in no event be deemed to exceed thirty (30) days), Kriya Botanicals may, in addition to any other available rights or remedies, withhold payment of any or all Commissions until you provide such Payment Information.

If (i) upon the expiration of the Commission Term, Kriya Botanicals is rightfully withholding any Commissions pursuant to this Section, (ii) any Commission payments are returned due to incorrect Payment Information, or (iii) you failure to provide Payment Information necessary for Kriya Botanicals to remit payment of any Commissions in compliance with applicable Laws, such Commissions are deemed forfeited and you hereby irrevocably waive any and all right, title, interest or claim you may have in or to such Commissions.

10. Restrictions Apply to Your Use of Kriya Botanicals IP and Participation in the Affiliate Program

You may not, nor permit or encourage any third party to:

(i) Display, reproduce or otherwise use any Kriya Botanicals IP on any website or in any email or other written communication that in Kriya Botanicals' sole discretion, in whole or part:

(a) promotes sexually explicit materials;

(b) promotes violence;

(c) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(d) promotes illegal activities;

(e) promotes or incorporates any materials that infringe or assist others to infringe the intellectual property or proprietary rights of others;

(f) contains software downloads that potentially enable diversions of Commissions from other members in the Affiliate Program; or

(g) is otherwise, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Kriya Botanicals.

(ii) Transmit any so-called “spyware,” “interstitials,” “parasiteware,” “parasitic marketing,” “shopping assistance application,” “toolbar installations and/or add-ons,” “shopping wallets” or “deceptive pop-ups and/or pop-unders” to Prospective Customers in connection with their use of the Custom Affiliate Link.

(iii) Create or design a website in a manner resembling the Kriya Botanicals Site, or design a website in a manner that leads Prospective Customers to believe you are Kriya Botanicals or an affiliated business of Kriya Botanicals.

(iv) Misrepresent or embellish the relationship between you and Kriya Botanicals, or express or imply any relationship or affiliation between you or any other person or entity and Kriya Botanicals, except as expressly permitted by these Terms.

(v) Use Kriya Botanicals IP (or any misspellings, abbreviations, combinations or alterations thereof) in any domain or website name, bids for keywords or Google Adwords (or similar programs at other search engines), search engine advertising (paid or otherwise), metatags, search terms, or code.

(vi) Send any email or other form of electronic message or advertisement containing Kriya Botanicals IP, the Kriya Botanicals Site or the Custom Affiliate Link to any recipient unless the recipient has directly consented to receive such communication from you or you have a pre-existing business relationship with the recipient.

(vii) Make any representations, warranties or other statements concerning Kriya Botanicals, the Kriya Botanicals Site, the Service, or the Kriya Botanicals Site’s policies, except as expressly authorized by these Terms.

Kriya Botanicals may, in addition to any other available rights or remedies, terminate these Terms immediately upon notice after determining, at Kriya Botanicals' sole discretion, that you have breached any of the restrictions in this Section.

11. Responsibility for Your Sites

You are solely responsible for the development, operation, and maintenance of Your Sites and for all materials that appear on Your Sites, and for all information disclosed by you to a Prospective Customer, including, without limitation: (i) the technical operation of Your Sites and all related equipment; (ii) ensuring the display the Custom Affiliate Link on Your Sites does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts Your Sites); (iii) the accuracy and appropriateness of materials posted on Your Sites or otherwise disclosed to a Prospective Customer; (iv) ensuring materials posted on Your Sites or otherwise disclosed to a Prospective Customer do not violate or infringe upon the intellectual property or proprietary rights of any third party and are not libelous or otherwise illegal; (v) ensuring that each Custom Affiliate Link between Your Sites and the Kriya Botanicals Site properly utilizes the special “tagged” link format; and (vi) ensuring you accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including Kriya Botanicals) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers. Without limiting Section 15, Kriya Botanicals hereby disclaims all liability for these matters and Kriya Botanicals will not be liable to you with respect to any failure by you to properly maintain Your Sites, including to the extent that such failure results in a reduction of amounts that would otherwise be paid to you pursuant to these Terms.

12. You Must Comply with Applicable Laws

You must abide by and comply with all applicable Laws, including, without limitation the Federal Trade Commission Act, 16 CFR Part 255 (Guides Concerning Use of Endorsements and Testimonials in Advertising), the California Online Privacy Protection Act, the Children's Online Privacy Protection Act of 1998, the Data Protection Act 1998 and the CAN-SPAM Act of 2003.

Should any internet service provider or law enforcement agency notify Kriya Botanicals that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, Kriya Botanicals reserves the right to cooperate in any investigation relating to your activities including, without limitation, disclosure of your Affiliate Account Information in connection therewith. Moreover, Kriya Botanicals may, in addition to any other available rights or remedies, terminate these Terms immediately upon notice after determining, at Kriya Botanicals' sole discretion, that you are not in compliance with any applicable federal, state and local laws, rules, regulations, guidelines and ordinances Kriya Botanicals deems relevant.

13. Kriya Botanicals May Use Your Marks in its Marketing Efforts; Kriya Botanicals Reserves its Rights in its Intellectual Property

You hereby grant us a non-exclusive, world-wide and transferable license during the Agreement Term to include your logos, trademarks, trade names and similar identifying material (“Your Marks”) in Kriya Botanicals' print and online marketing and advertising materials as part of any listing of companies participating in the Affiliate Program. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to the foregoing license, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any intellectual property or proprietary right of any other person or entity.

Except as explicitly set forth in these Terms, no rights or licenses are granted in these Terms or your participation in the Affiliate Program by Kriya Botanicals.

Title to and ownership of the Service, the Kriya Botanicals IP, the Custom Affiliate Link and all related software and documentation, including, without limitation, derivative works, compilations, or collective works thereof, all feedback related thereto, and in each case all related intellectual property and proprietary rights therein, are and will remain the exclusive property of Kriya Botanicals and its licensors and (in the case of any such feedback) are hereby assigned to Kriya Botanicals.

14. Agreement Term and Termination; Commission Term

These Terms are effective as of the Effective Date and continue in effect for an initial term of one (1) year (“Initial Term”), unless earlier terminated in accordance with the provisions of these Terms. These Terms will automatically renew for additional successive one (1) year terms (each, a “Renewal Term” and together with the Initial Term, the “Agreement Term”), unless at least thirty (30) days before the end of the then-current term, either party provides written notice to the other party that it does not want to renew.

If either party is in breach of these Terms and fails to cure such breach within thirty (30) days of receiving notice thereof, the other party may terminate these Terms by giving written notice of termination. Additionally, Kriya Botanicals may terminate for cause immediately upon notice as set forth in Sections 10 and 12.

In addition, either party may terminate this Agreement for its convenience by providing the other party with sixty (60) days’ written notice.

The following provisions will survive any expiration or termination of these Terms: Sections 5–9 and 14–22.

The “Commission Term” begins on the Effective Date and will continue for a period of six (6) months following the expiration or earlier termination of the Agreement Term; provided, however, if these Terms are terminated by Kriya Botanicals for cause, or by you for convenience, the Commission Term will end as of the date of such termination.

15. WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, KRIYA BOTANICALS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND HEREUNDER AND KRIYA BOTANICAL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT AND TITLE, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KRIYA BOTANICALS DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE KRIYA BOTANICALS SITE OR THE AFFILIATE DASHBOARD WILL BE ERROR FREE OR THAT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM WILL RESULT IN THE ACCRUAL OR PAYMENT OF ANY COMMISSIONS.

16. Limitation of Liability

IN NO EVENT WILL KRIYA BOTANICALS BE LIABLE TO YOU FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING IN CONNECTION WITH THESE TERMS OR THE AFFILIATE PROGRAM, WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL KRIYA BOTANICALS TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR THE AFFILIATE PROGRAM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, INDEMNITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO YOU BY KRIYA BOTANICALS UNDER THESE TERMS IN THE SIX (6) MONTHS PRECEDING THE APPLICABLE CLAIM.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17. Confidential Information

Kriya Botanicals may disclose to you certain information that Kriya Botanicals considers to be confidential ("Confidential Information") as a result of your participation in the Affiliate Program. Confidential Information includes, without limitation, non-public website, business and financial information relating to Kriya Botanicals, customer and vendor lists relating to Kriya Botanicals, and any members of the Affiliate Program, other than you. Confidential Information also includes any information designated as confidential or that would be reasonably understood to be confidential from the nature of the information and circumstances surrounding its disclosure. You shall keep all Confidential Information strictly confidential and secret and shall not be not, nor permit or encourage any third party to, disclose any Confidential Information or utilize, directly or indirectly, any Confidential Information for any purpose other than in connection with your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

18. Kriya Botanicals is Not Responsible for Things it Cannot Control

Kriya Botanicals is not responsible nor liable for any delays or failures in performance from any cause beyond Kriya Botanicals' control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers (including Program Administrator), riots, fires, earthquakes, floods, power outages, strikes, weather conditions or acts of hackers, internet service providers or any other third party, or your acts or omissions.

Without limiting the foregoing or Section 15, the Kriya Botanicals Site, Affiliate Dashboard, your Affiliate Form and the Affiliate Program generally rely on third party technology and services such as application programming interfaces and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely effect, or entirely disable, the use of or access to the Kriya Botanicals Site, Affiliate Dashboard or your Affiliate Form. Likewise, Kriya Botanicals cannot guarantee that any user data hosted on a third-party server will remain secure.

19. Disputes Relating to the Service Will Be Resolved Through Binding Arbitration

Any dispute arising out of or relating to the Affiliate Program or these Terms, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in Orlando, Florida by a single arbitrator knowledgeable in commercial distribution logistics and sales. The arbitrator will provide detailed written explanations to the parties to support his/her award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA.

20. Assigning These Terms

You may not assign these Terms or any license set forth herein, in whole or in part, without Kriya Botanicals' prior written consent. Kriya Botanicals may assign these Terms (including, for the avoidance of doubt, any rights to Affiliate Account Information Kriya Botanicals may have) without your consent, to an affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of Kriya Botanicals’ assets. Any purported assignment in violation of this section shall be null and void. These Terms shall be binding on all permitted assignees.

21. Miscellaneous Terms

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Kriya Botanicals as a result of these Terms or your participation in the Affiliate Program. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, other than as provided herein.

These Terms, together with the Privacy Policy, constitute the entire and fully integrated agreement between the parties regarding your participation in the Affiliate Program. Kriya Botanicals' failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operate to the fullest extent permissible under applicable Laws. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.