By participating in the Kajabi® Partner Program, You have the opportunity to earn money from (i) commissions for Kajabi accounts that You sell to other users, and (ii) bonuses when you reach certain amounts of referred members. This Agreement sets forth Your rights and obligations as a participant in the Kajabi Partner Program.
1. PARTIES. All references to “Kajabi” herein shall mean Kajabi, LLC, as well as all affiliated entities, partners, employees, officers, ownership, representatives, and assigns. All references to “You” and “Your” shall refer the the party who has accepted this Agreement by clicking “Agree” and/or who otherwise participated in and enjoys the benefits of the Kajabi® Partner Program. Each may be referred to herein as a “Party” and collectively may be referred to as the “Parties.”
2. INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
3. TERM AND TERMINATION. This Agreement between You and Kajabi shall begin upon Your acceptance of its terms and shall continue thereafter until terminated by either You or Kajabi as follows:
- Either you or Kajabi, or any successor or assign of Kajabi, in its sole and absolute discretion, may also cancel Your Agreement at any time with or without cause or for any reason in either Party’s sole discretion. Kajabi reserves the right to cancel or modify this Partner Program Agreement in its entirety, including all compensation, at any time. If a significant change is made to the Partner Program Agreement, including any material change to your compensation, Kajabi will provide reasonable notice by email, and/or posting a notice on the Kajabi blog. In the event that Kajabi or its successors or assigns cancels Your Agreement, You will be provided thirty (30) days’ notice, sent to the e-mail address associated with your account profile with Kajabi. You shall be paid all sums due and owing through the end of the thirty (30) day notice period consistent with Kajabi’s ordinary course of business.
- Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
- If this Agreement is terminated for any reason: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; (b) You shall immediately cease displaying any Kajabi Intellectual Property and/or any Kajabi trademarks or logos on any Website or otherwise; and (c) all rights granted to You hereunder will immediately cease, including but not limited to Your right to receive any payments of fees or other compensation hereunder, unless otherwise determined by Kajabi in its sole discretion.
- COMMISSIONS. Upon acceptance into the Partner Program, You will be assigned one or more unique Partner URLs, which You will use to advertise Kajabi. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Kajabi account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. You will be paid a commission for each Sold Account that generates a payment to Kajabi monthly or annually. The Commission amount is 30% of all fees received by Kajabi for a Sold Account. Commission payments will be made to You on or before sixty (60) days following Kajabi’ receipt of payment for a Sold Account, subject to the other terms set forth herein.
- BONUSES. For each level that a partner obtains, Kajabi may, in its sole discretion, also reward you based on status. The actual bonuses rewarded, and the value thereof, shall change from time to time as Kajabi may choose in its sole discretion. In this regard, Kajabi shall also have the right to take away any bonus or reward at any time, for any reason, or to terminate the bonus program in its entirety. Any such change shall not affect your entitlement to Commissions already earned.
- MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed one hundred ($100) before You receive a payment from Kajabi. If Your combined commissions and bonuses for a given month are less than $100, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $100.
- COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between Kajabi and a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by Kajabi, You will not paid a Commission or Bonus on the transaction. If payment for a Sold Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account payment, then the commission or bonus will be deducted from Your future commissions. If Kajabi determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale. If any Commissions or Bonuses are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Kajabi after payment, such payment amounts shall be deducted from Your future commissions and bonuses.
- TAXES. You hereby warrant to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Contractor’s business, if any, such as licensing, tax and other business operation requirements. You shall be solely and entirely responsible for Your own acts and omissions relative to the performance of services under this Agreement, and You shall determine the manner and method of performing such services, and shall set Your own hours in which to perform and complete such services. The parties hereto understand and agree that You are free to perform work in any capacity for other clients of You in Your sole discretion as You see fit, except as may otherwise be prohibited by the non-solicitation and/or confidentiality provisions set forth below.
- Before You can be paid any Commission or Bonuses, You must provide Kajabi a completed W-8 or W-9, as instructed by Kajabi. You will be deemed to have permanently waived all rights to Commissions or Bonuses that were earned more than one hundred and twenty (120) days prior to Kajabi’s receipt of a properly completed W-8 or W-9. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from Kajabi. If You are not a resident of the United States, Kajabi may withhold tax (including without limitation VAT) where required to by applicable law. Where Kajabi is required to withhold tax, Kajabi will document such withholding.
5. MARKETING AND RECRUITING.
- TRUTHFUL. Anything You communicate in marketing or advertising any Kajabi service or opportunity must be true and accurate. Claims that relate to any Kajabi service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Kajabi. You may not use the intellectual property of any other person or entity in advertising any Kajabi service or opportunity.
- COMPLIANCE WITH ALL LAWS. In addition to, and without limiting the provisions of this Agreement, You shall perform all of Your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, and by way of example, the Federal Trade Commission in the United States (“FTC”) has guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of this program, You may receive compensation for referrals made by You to Kajabi. This may establish an obligation for You to provide disclosure to consumers. Full compliance with these guidelines requires that You provide consumers with clear and conspicuous information notifying such consumers that You are being compensated for referring potential customers to Kajabi. Please refer to FTC guidelines and statements for further information.
- DISCLAIMER. On any website that You advertise any Kajabi service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language: Disclosure: I am not an employee or representative of Kajabi, LLC. I am an independent Kajabi Partner and I receive referral payments from Kajabi in this role. All opinions expressed herein are my own and are not official statements of Kajabi or any party affiliated with Kajabi.
- NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of Kajabi, any other customer or partner of Kajabi, or Kajabi itself.
- INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Kajabi account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Kajabi account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Kajabi all Commissions and Bonuses earned as a result of any such violation.
- INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Kajabi Partner can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Kajabi, the following guidelines must be adhered to:
- Your statements must be completely true and accurate and supported by evidence;
- If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and
- Your statements must be accompanied by the Kajabi income disclosure statement.
6. KAJABI INTELLECTUAL PROPERTY.
- All materials, such as text, data, graphics files, videos and sound files, and other materials contained in the Kajabi® Website and/or otherwise provided to You by Kajabi, are copyrighted unless otherwise noted and are the property of the Kajabi and/or a supplier to Kajabi. No such materials may be used except as provided in this Agreement and/or the Customer License Agreement https://kajabi.com/policies/license/. All trade names, trademarks, and images and biographical information of people used in those Kajabi materials, including without limitation the name and trademark “Kajabi®”, are either the property of, or used with permission by, Kajabi. The name and trademark “Kajabi®” is a registered trademark of the Kajabi, registered in the United States. Such materials shall be referred to herein as the “Kajabi Intellectual Property”. Use of any Kajabi Intellectual Property by You is strictly prohibited unless specifically permitted by Kajabi and/or this Agreement. Any unauthorized use of the Kajabi Intellectual Property may violate the copyright, trademark, and other proprietary rights of Kajabi and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use the Kajabi Intellectual Property without the express written consent of Kajabi or the third party owner.
- No Kajabi Intellectual Property (or any mark confusingly similar to any Kajabi Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.
- You may use the Kajabi® mark to advertise Kajabi. Any time You use the Kajabi® mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Kajabi. Whether Your use of Kajabi® is confusing will be determined by Kajabi in Kajabi’ sole and absolute discretion.
- Any time You use the word “Kajabi” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of Kajabi, LLC.
- You must include the disclosure identified above in any website, social media site, email, and/or other communication or media you choose to use.
- You may use only such Kajabi Intellectual Property, information, images, photographs, and trademarks as Kajabi may expressly authorize in writing.
7. USE OF YOUR NAME AND LIKENESS. You grant Kajabi permission to use your name, likeness, biographical information, and any and all photographs taken by Kajabi or its agents or employees, or submitted by You to Kajabi (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Kajabi or any product or service sold and marketed by Kajabi. You agree that this authorization to use Photographs may be assigned by Kajabi to a third party in Kajabi’s sole discretion. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Kajabi’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Kajabi in exchange for this Release and Assignment. You hereby release and forever discharge Kajabi from any and all liability and from any damages You may suffer as a result of the use of the Photographs and/or other related materials.
8. PROHIBITED ACTIVITY. Kajabi has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
9. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Kajabi’s reputation; and the violation of the rights of Kajabi or any third party.
10. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Kajabi’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
11. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
13. INDEMNITY. You agree to defend, indemnify and hold harmless Kajabi, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct, acts or omissions. Your indemnity obligation includes, but is not limited to, any third party claim against Kajabi for liability for payments for, damages caused by, or other liability relating to, You.
14. NO WARRANTY; NO LEADS. Kajabi does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Kajabi will not at any time provide sales leads or referrals to You. Additionally, KAJABI’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. KAJABI MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY KAJABI WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. KAJABI MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY KAJABI WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY KAJABI WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY KAJABI’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY KAJABI’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL KAJABI’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF ANY COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE TWO (2) MONTH PERIOD PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST KAJABI OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
16. SPECIAL CONDITIONS REGARDING KAJABI CAR BONUS. Should You qualify for the Kajabi Car Bonus and accept those benefits, you further agree to the following specific conditions and obligations:
17. KAJABI DISCLAIMS LIABILITY FOR THE QUALIFYING VEHICLE. You acknowledge and agree that Kajabi shall have no responsibility for negotiating, purchasing, leasing, or making payments on any vehicle owned or leased by You in connection with the Kajabi Car Bonus. You solely have the responsibility for purchasing, leasing, making payments on, and operating any such automobile or vehicle. You acknowledge and agree that you should not enter any lease or purchase agreement unless You are completely confident you can comply with all associated risks and obligations in the event that Kajabi cancels the Kajabi Car Bonus or you fail to continue to qualify for the bonus prior to meeting all of Your obligations under any such lease or purchase agreement. You acknowledge and agree that You expressly accept and assume all the risks and responsibilities associated with the vehicle, including personal responsibility for all payments and other financial obligations associated with the lease and/or purchase of such vehicle, in the event the Kajabi Car Bonus becomes temporarily or permanently unavailable to you for any reason. If You cannot meet those obligations and responsibilities in the event that Your eligibility is terminated or suspended for any reason, You should not enter into any such lease or purchase agreement.
18. INDEMNITY. You agree to protect, defend, indemnify and hold Kajabi, its officers, directors, employees, owners, affiliates and representatives harmless from and against all and all claims, demands, and causes of action of every kind and character without limit arising out of and/or related to Your participation, or attempted participation, in the Car Bonus program. Your indemnity obligation includes, but is not limited to, any third party claim against Kajabi for liability for payments for, damages caused by, or other liability relating to, a your vehicle. Your indemnity obligation also includes, but is not limited to, any claim for personal injury or death sustained by any person that is any way related to the related vehicle and/or your participation in the Kajabi Car Bonus program.
19. ASSIGNMENT. Kajabi may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Kajabi’ or its assigns express written consent.
20. NOTICE. Any notice required to be given to Kajabi under or related to this Agreement shall be in writing, addressed as follows:
- Kajabi e-mail: firstname.lastname@example.org
- Kajabi will send notices to You at the e-mail address You provided to Kajabi. Any notices shall be deemed delivered to You when sent by Kajabi. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You.
21.1 Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.
21.2 Publicity and Press Releases. Customer acknowledges and agrees that Kajabi may use Your name and likeness as well as any trademark or logo identifying You or your project(s) solely for Kajabi’s promotional, marketing or advertising purposes.
21.3 Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.
21.4 Assignment. This Agreement may not be assigned or sublicensed by Customer in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of Kajabi. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.
21.5 No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.
21.6 Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
21.7 Governing Law/Dispute Resolution. Kajabi may modify and/or revise this Agreement from time to time by updating this posting. Customer acknowledges and agrees that Customer shall be bound by any such revisions and that Customer should therefore periodically visit this page to review the then current terms and conditions to which it shall be bound. The laws of the State of California shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California.
21.8 Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).
21.9 Entire Agreement. This Agreement, together the terms of the Kajabi® Customer License Agreement https://kajabi.com/policies/license/, as well as all exhibits and attachments, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, between the parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.