Terms of Affiliate Program

1. INTERPRETATION
   • These Terms of Affiliate Program (the “Program”) are the sole terms that govern the rights and obligations between You and Us.
   • The Terms shall be to the exclusion of all other terms and conditions (including any terms and conditions which You purport to apply under any document) and prior agreements or arrangements between the Parties.
   • Kelvin (brand by Rift Labs AS) and You may each be referred to as a “Party” and collectively as the “Parties”.
     
     
2. DEFINITIONS
   • In these Terms, the following words and expressions shall have the following meaning unless the context otherwise requires:
     1. “Agreement" means these Terms, Our Terms of Solution, Privacy Policy, Warranty Policy, Return Policy, and any schedules or amendments hereto, which are considered accepted and will have binding effect as of the Effective Date.
     2. “Application” means Our mobile Application and its associated software and data.
     3. "Confidential information" means all any and all information disclosed, furnished or communicated (whether orally or in writing, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of Us to You, hereunder information concerning or belonging to Us, Our properties or business, or information proprietary to a Third Party for which We have provided services or products to or otherwise has a relationship with, including, but not limited to, the goodwill of any business symbolised thereby, technical information, financial data, product and service costs, prices, profits and sales, employee relationships and any Intellectual Property Rights or any other confidential information or proprietary aspects of the business of Ours, which has been or will be supplied to You in the fulfilment of the Agreement or otherwise, including any information which You have reason to believe to be confidential information, or which We treats as being confidential information.
     4. “Effective Date” means the date You accept these Terms.
     5. “Intellectual Property Rights” means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation, statute, ordinance, order, judgment, decree, permit, franchise, licence, or other government restriction or requirement of any kind relating to intellectual property, whether registered or unregistered, in any country, including without limitation: the Solution, any copyright, copyrightable works, database rights and related items, rights in designs, domains names, trade secrets, trademarks, manufacturing processes, engineering details, service marks, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, moral rights, inventions, software, firmware, utility certificates, utility models, patents, patent applications (including any patent that in the future may be issued in connection therewith and all divisions, combinations, continuations, continuations-in-part, extensions, additions, registrations, confirmations, re-examinations, supplementary protection certificates, renewals or reissues thereto or thereof), rights in Confidential Information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, and whether in existence as of start date of using the Solution or arising or recognised thereafter and all applications and registrations thereof, whether wholly or partly developed, and/or used and/or owned by Us.
     6. "Personal Data” shall have the meaning set out in GDPR Article 4 (1).
     7. “Solution” means the specified version of Our delivery as further agreed, which may include Our patented Kelvin LED software and intelligent lightning control systems, its software and firmware, the Application, and any appurtenant products and services.
     8. “Terms” means these Terms of Affiliate Program.
     9. “Third Party / Third Parties” means a legal or natural individual other than the Parties to the Agreement.
     10. "User Data” means the digital data, text, images, audio, video, form entries, clicks or similar content provided by You for use with the Solution.
     11. "We", "Us" or "Our" means Rift Labs AS, a limited liability company incorporated under the laws of Norway, bearing the Norwegian organisation no. 895 734 942, including entities and brands within the same company group.
     12. “You”, “Your” or “Yourself” means the party that have accepted these Terms. When acting on behalf of a business, company or other legal entity or private individual, the reference to “You” and “Your” herein shall include, refer and apply to you personally, that particular business, company or other legal entity and that particular private individual, as well as any other entities, employees and all other individuals which is granted access to the Program.
     13. A “Site” means a website. “Our Site” means our e-commerce store or other relevant websites governed by us. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the partner site.
     14. "Commission Fees" means commissions earned for a successful and verified sale of product on Our Site by a customer using your referral link.

 

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

2. DESCRIPTION OF THE PROGRAM

The purpose of the Program is to permit you to advertise our Products on your site and to earn advertising fees OR commissions for Qualifying Purchases (defined in Section 8) made by your end users. A “Product” is any item sold on Our Website, other than any products that are explicitly defined as excluded products here. here (collectively, “Excluded Products”). Products may also include certain services, if any, expressly included on the Commissions Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than Our Site.

3. ENROLLMENT

To begin the enrollment process, you must submit a complete and accurate application for the Affiliate Program. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

(a) promote violence or contain violent materials;

(b) promote or contain sexually explicit materials;

(c) promote or contain libelous or defamatory materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) include any trademark of Rift, Our Sites or affiliates, or a variant or misspelling of a trademark of Rift, Our Sites or affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or

(g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement at any time at our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications, approvals, and other communications relating to the Program and this Agreement to the email address associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

4. LINKS ON YOUR SITE

After you have been notified that you have been accepted into the Program, you may display Special Links on your site and channels. “Special Links” are links to Our Site that you place on your site in accordance with this Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 8 and only with respect to activity on Our Site occurring directly through Special Links. We will have no obligation to pay you advertising or commission fees if you fail to properly format the links on your site to Our Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 4 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Affiliate API (“Affiliate API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser, and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.

5. PROGRAM REQUIREMENTS

By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Agreement (collectively, “Operational Documentation”).

You will provide us with any information that we request to verify your compliance with this Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Agreement; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Agreement; or (d) undertake all of the above actions. In addition, you hereby consent to us:

• sending you emails relating to the Program from time to time;
• monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on Our Site) in accordance with the Privacy Notice; and
• monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and the Operational Documentation.

6. RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;
• displaying Special Links and Content on your site in compliance with this Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting material, and ensuring the accuracy, completeness, and appropriateness of materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
• using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
• using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
• disclosing on your site accurately and adequately, 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 us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and
• any use that you make of the Content and our Marks, whether or not permitted under this Agreement.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

7. ORDER PROCESSING

We will process Product orders placed by customers who follow Special Links from your site to Our Site. We reserve the right to reject orders that do not comply with any requirements on Our Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 8) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

8. ADVERTISING FEES

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Commissions Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to Our Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to Our Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to Our Site that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:

• any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to Our Site;
• any Product purchase that is not correctly tracked or reported because the links from your site to Our Site are not properly formatted;
• any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
• any Product purchased for resale or commercial use of any kind;
• any Product purchased after termination of this Agreement;
• any Product order where a cancellation, return, or refund has been initiated; and
• any Product purchased by a customer who is referred to Our Site through any of the following:
• a Prohibited Paid Search Placement; or
• a link to Our Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
• any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit Our Site via your Special Links).
• any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.
• any Qualifying Purchase, made through a mobile device or tablet wherein:
• Pay-Per-Click advertising is strictly prohibited.
• any Qualifying purchase wherein the affiliate has posted links or their coupon code on "coupon website" are strictly prohibited. For definition of a coupon website see below
• Posting coupon offers on your website with "reveal the coupon code" or similar phrase that stimulates visitor to click to reveal a coupon code and go to Our site is prohibited.
• the mobile application of Our Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
• the mobile application of Our Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
• the mobile application of Our Site is installed from a source other than Google Play store or iOS App Store

"Coupon Website"

Whether you are classified as a Coupon Affiliate shall be determined by Us in its sole discretion. Factors that may lead to classification as "Coupon Affiliate" include, but are not limited

1. the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory;
2. the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals" or "savings";
3. a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human- generated content.

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Kelvin,” or any other trademark of Rift Labs or its affiliates, or variations or misspellings of any of those words (e.g., "kelvi"). “Redirecting Link” means a link that sends users indirectly to Our Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

9. ADVERTISING FEE PAYMENT

We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days following the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least US$50.

The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that Our Site can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:

• timely issuance of GST compliant invoices;
• making the invoices available to Our Site;
• depositing applicable taxes on a periodic basis; and
• correctly reporting them to the government under tax laws.

If at any time credit of taxes is denied or payment of taxes is sought from Us and Our Site, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify Us and Our Site against any denied credits or taxes recovered as well as any interest and penalties imposed on Us and Our Site. If required by applicable Norwegian tax law, we may deduct or withhold taxes, levies, or any similar amounts from the advertising fees payable to you. If you are a Norwegian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. If you are not a Norwegian resident, the rate of tax withholding applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for Us and Our Site to satisfy any reporting or any obligations with respect to the advertising fee payable to you. If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on advertising fees payable to you. You hereby agree that you will not pursue any claim against Us, Our Site(s) or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes Us and Our Site deposits with a relevant taxing authority pursuant to the this Agreement.

10. POLICIES AND PRICING

Customers who buy products through this Program are customers of Us and Our Site with respect to all activities they undertake in connection with Our Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on Our Site will apply to those customers, and the same may be changed at any time.

11. IDENTIFYING YOURSELF AS AN ASSOCIATE

You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Kelvin Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to the Kelvin site.”

12. LIMITED LICENSE

1. Subject to the terms of this Agreement and solely for the limited purposes of advertising Products on, and directing end users to, Our Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Kelvin Marks”) solely on your site and in accordance with the Affiliate Program Trademark Guidelines
2. All licenses set forth in this Section 12 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Operational Documentation, or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 12 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Kelvin Marks with respect to which the license set forth in this Section 12 is terminated or as we may otherwise request from time to time.
3. Associates Program IP License (“License”)
   1. By accepting the Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.
   2. Subject to the terms of this License and solely for the limited purposes of participation in the Associates Program in strict compliance with the Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Product Advertising Content solely on your Site; (b) use only those of the Kelvin Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Associates Program Trademark Guidelines, unless otherwise provided for in this Agreement, and (c) access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.

13. RESERVATION OF RIGHTS; SUBMISSIONS

Other than the limited licenses expressly set forth in Section 12, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any of Our Sites or the Associates Site, our and our affiliates’ trademarks and logos (including the Kelvin Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

14. COMPLIANCE WITH LAWS

In connection with your participation in the Program you will comply with all applicable laws of Norway including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

15. TERM AND TERMINATION

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Kelvin Marks and promptly remove from your site and delete or otherwise destroy all links to Our Site, all Kelvin Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 6, 10, 11, 13, 14, 15, 17, 18, 19, 20, and 21, together with any accrued but unpaid payment obligations of us under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

16. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on Our Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON OUR SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

17. RELATIONSHIP OF PARTIES

You and we are independent contractors, and nothing in this Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

18. LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, OUR SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

19. DISCLAIMERS

THE PROGRAM, OUR SITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, KELVINLIGHT.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE KELVIN MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, OUR SITES, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

20. GOVERNING LAW AND DISPUTES

This Agreement will be governed by the laws of the Norway, without regard to the principle of conflict of laws. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations are not allowed and to the fullest extent permissible pursuant to applicable law, you waive your respective rights to a trial by jury. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof shall be brought before Oslo District Court as the agreed venue, except that We may, at Our own option, bring suit for collection in the country where You are located.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

21. MISCELLANEOUS

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with your site. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. In the event of any conflict between this Agreement and the Operational Documentation, the Excluded Products page will control over this Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion. Any information relating to us or our affiliates provided by us in connection with the Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain Rift Labs' exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any competitors, individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

MOBILE APPLICATION POLICY

These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means Kelvinlight.com, Our Sites or any of its affiliates, as the case may be. "You" means the user agent for the associate account associated with the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Agreement.

Your Mobile Application:

1. must be free to download and all Referral links must be accessible without paying for access;
2. must have original content;
3. must not emulate Our Site’s own shopping app functionality (if any);
4. must not have price tracking and/or price alerting functionality, unless approved in advance by Us in writing;
5. must not host or render Our site's web pages in WebViews.

We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised or a revised Mobile Application Policy on Our Sites. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Application Policy.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Done @Halvard Aagaard