Last updated: June 20, 2023

These Kalox affiliate Terms & Conditions (“ATC”) govern your engagement by Kalox Products and Services or one of its affiliates (each and collectively, “Kalox,” “we,” “us,” or “our”) as an affiliate to promote products or services. By executing an affiliate Insertion Order or similar form with Kalox (an “AO”), you accept this affiliate Terms & Conditions.

The affiliate Terms and conditions are incorporated into and form a part of each AO you execute. We may amend the affiliate Terms & Conditions at any time by posting the updated affiliate Terms & Conditions with or without notice. Accordingly, it would be best to refer back to this affiliate’s Terms & Conditions occasionally to ensure you remain aware of the current terms and conditions. Your continued engagement with Kalox Store as an affiliate after any affiliate Terms & Conditions update constitutes your acceptance of the amended terms.   

1. THE BASICS
2. You will use your authority, knowledge, position, or relationship with your audience to provide the Content or Services described in the AO.
3. Kalox may use the Content as described in Section C below or request that you publish the Content on your blog, social media sites, and other internet properties owned or controlled by you (collectively the “Affiliate Properties”).
4. All Content is subject to Kalox’s written approval before publication.
5. All Content and Services should be directed to adults, not children.
6. Kalox may also act on behalf of third parties and engage affiliates to create content on their behalf.
7. As used in this ATC, “Content”and “Services” have the meanings ascribed to them in the applicable AO.

1. THE GUIDELINES
2. Required Disclosures.
   
   
   1. You must include disclosures such as #ad or #sponsored as the first tag in each post in which the Content appears, including video Content or any other disclosures we require. For example, the Federal Trade Commission’s Guides Concerning the Use of Endorsement and Testimonials in Advertising require, among other things, that you disclose on any blog or social media posts that you have been paid or incentivized to post content by an advertiser, such as Kalox.

Please familiarize yourself with these Guides and review them occasionally, as they may change. You and your Content must comply with these Guides, all training materials we provide, and all applicable laws and regulations.

2. Prohibited Activities.You will ensure that your Content does not include the following:
   
   
   1. images or likenesses of any minors or any person without authorization;
   2. political materials;
   3. software viruses;
   4. links to external websites;
   5. solicitations or advertisements for any products or services that you have not been engaged to promote under the applicable AO (including your products on any Kalox website unless we have otherwise approved in writing);
   6. materials that infringe any third-party patent, copyright, trademark, tradename, trade secret, right of publicity or privacy, intellectual property rights, or other proprietary rights; or
   7. Materials that are illegal, obscene, threatening, defamatory, libelous, or otherwise contain any objectionable or inappropriate content or nudity or are otherwise offensive, as determined by Kalox in its sole discretion.

1. Device Guidelines.The following applies to all Content you provide that features, displays, or depicts Kalox-branded devices in any manner, including but not limited to Kalox devices.
2. If you are promoting the product, you should only discuss the products for use by adults or kids.

1. PERMISSIONS
2. Kalox’s Usage Rights

You grant Kalox the exclusive, irrevocable, worldwide, fully paid-up, royalty-free, and perpetual license and unrestricted right to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, distribute, and modify (so long as such modification does not materially change the Content’s meaning) the Content and your name, photograph or likeness, in any manner.

Kalox may sublicense or assign any preceding rights to any third parties that Kalox designates or engages for any purpose. You release and discharge Kalox from all claims and liability resulting from the use or non-use of the Content. 

2. Your Usage Rights

Kalox grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right and license to display Kalox Materials solely on the affiliate Properties to perform under the applicable AO, subject to and by Kalox’s Trademark Guidelines, attached as Exhibit A to the relevant AO, with each use subject to Kalox’s prior written approval. Upon termination or expiration of the AO or other written notice (including by email), you will immediately remove and stop using Kalox Materials. “Kalox Materials” means any images, text, links, data, trademarks, logos, or other content that Kalox makes available concerning the performance of Services or delivery of Content. 

6. GENERAL
7. Non-exclusivity.Kalox may engage third parties or undertake activities that may or may not be similar to the transactions contemplated by any AO or competitive with your business, products, or services.
   1. Content Removal.
      If you directly or indirectly cause or commit any act that, in Kalox’s sole discretion, brings you or Kalox into public disrepute or otherwise harms Kalox’s reputation, or if you breach the terms and conditions herein, in addition to any other remedies available under an AO or at law or equity, you will, at Kalox’s request, refund any payments made for the Content or Services and will immediately remove all Content and Kalox Materials from all media and cease publishing them. Kalox may also request at any time and in its sole discretion that you remove all Content and Kalox Materials from all media and cease publishing them, and you will immediately comply.
8. Representations and Warranties.You represent and warrant that you are at least 18 years old or, if engaged for the Kalox Teens experience, at least 13 years old, and acceptance of this ATC and the AO does not conflict with any existing commitment on your part.
9. Limitations on Liability. Kalox will not be liable for (a) any loss of data, loss of profits, cost of cover, or other special, incidental, consequential, indirect, punitive, exemplary, or reliance damages arising from or in connection with this ATC or any AO, however, caused and regardless of theory or liability; or (b) direct damages in connection with any AO that exceeds the number of fees Kalox paid to you under the applicable AO for the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
10. Independent Contractor. This ATC and any AO will not create a joint venture, partnership, or other similar business relationship or entity of any kind or have an obligation to form any such relationship or entity. Each party will act as an independent contractor and not as the other party’s agent for any purpose, and neither party will have the authority to bind the other party nor hold itself out to any third party as having any authority to bind or enter into any agreement on the other party’s behalf.
11. You may not assign any AO or any of your rights, interests, or obligations contained in an AO to any other person or entity without Kalox’s prior written consent. Kalox may assign any AO or any of its rights, interests, or obligations in an AO to any of its affiliates without obtaining your consent as long as the AO is binding on and enforceable against the assignee.
12. Disputes/Binding Arbitration. Any dispute or claim relating to this ATC (including any AO) will be resolved by binding arbitration rather than in court. The Federal Arbitration Act and federal arbitration law apply to the ATC and any AO. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this ATC as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 28 Sir Samuel Lewis Road, Aberdeen Road.

The AAA’s rules are available at www.adr.org or +971 589 299 087. The AAA’s rules will govern the payment of all filing, administration, and arbitrator fees. We will reimburse those fees for claims totaling less than Le 20,000,000 unless the arbitrator determines the claims are frivolous.

Likewise, Kalox will not seek attorney’s fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We agree that dispute resolution proceedings will be conducted only individually, not in a class, consolidated, or representative action. If, for any reason, a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

7. You may charge, and Kalox will pay applicable national, state, or local sales or use taxes or value-added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that you provide to Kalox, and your invoices state such Taxes separately and meet the requirements for a valid tax invoice.

Kalox may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate.

Kalox may deduct or withhold any taxes that Kalox may be legally obligated to deduct or withhold from any amounts payable to you under the applicable AO, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to an Affiliate of amounts payable under the applicable AO.

You will provide Kalox with any forms, documents, or certifications as may be required for Kalox to satisfy any information reporting or withholding tax obligations concerning any payments under the applicable AO. For example, suppose Kalox provides you with any physical materials (e.g., clothing, accessories, etc.) that Kalox does not require you to return. In that case, the title to those materials will be passed to you upon Kalox’s delivery to the common carrier.

8. Order of Precedence.If the terms of this ATC conflict with the terms of any AO, the terms of the AO will govern. If the terms of an AO conflict with any other agreement that incorporates the AO (such as a Master Services Agreement or Creative Services Agreement), the terms of the AO will govern.