Kavyar Subscription Commission Program Terms

Last Modified: May 21, 2021

Acceptance of the Commission Terms of Use

These terms of use are entered into by and between You and Kavyar LLC ("Company," "we," or "us"). The following commission terms and conditions ("Commission Terms of Use"), govern Company's commission program (the "Commission Program").

Please read the Commission Terms of Use carefully before You agree. By clicking to accept or agree to the Commission Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Commission Terms of Use, our Terms of Service, found at https://kavyar.com/terms, and our Privacy Policy, found at https://kavyar.com/privacy, each incorporated herein by reference. If You do not agree to these Commission Terms of Use, the Terms of Service or the Privacy Policy, You may not participate in the Commission Program.

The Commission Program is offered and available to publishers who are at least 18 years of age or older, or have requisite corporate authorization and are in good standing with the Company. By agreeing to the Commission Terms of use, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You may not participate in the Commission Program.

Terms of Commission Program

The following terms are applicable to the Company's Commission Program:

• For each user of the Company's services (individually, a "Member" and collectively, "Members") that subscribes to a PRO or ELITE plan using a "PRO+ only" submission option on Your call-for-work page, the Company agrees to send You a $5.00 USD commission.
• The $5 commission will be paid to You if the Member was referred by Your "PRO+ only" submission option even if the Member does not complete the submission.
• Commission payouts will be sent to You via PayPal. If You do not have an active PayPal account, Your commission earnings will not be paid out until You establish a PayPal account. Any commissions held by the Company for more than 24 months due to You not having an active PayPal account will be forfeited.
• Commissions payouts will be sent between the 10th and 20th day of each month for commissions earned during the previous month. For example, commissions earned during March will be paid to You between April 10th and April 20th.
• PRO or ELITE members whose subscription is canceled – voluntarily or involuntarily – during their first month or prior to the next payout will be excluded from commissions.
• The Company agrees to provide a record of commissions earned for any period of time that You are participating in the Commission Program.
• You or we may terminate Your participation in the Commission Program at any time. Commissions unpaid to You prior to the termination may be forfeited, in the Company's sole discretion.
• For commissions totaling $600 USD or more in a calendar year,
  • If You are an individual, sole proprietorship or a single member LLC treated as a disregarded entity and a US resident subject to US income taxes, prior to the payment of commissions, You will provide us:
    • Your legal name (individual or company, as applicable)
    • Your full and complete address
    • Your Tax Identification Number (Employer Identification Number, Social Security Number, Individual Taxpayer Identification Number, or Adoption Taxpayer Identification Number)
  • Failure to provide the above will result in the forfeit of Your commissions.
• You are responsible for payment of all taxes and fees (including bank fees) applicable to the commissions.
• All amounts payable by the Company to You are subject to offset by the Company against any amounts owed to You.

Representation and Warranties by You

You represent and warrant as follows:

• You are legally eligible to participate in the Commission Program.
• You have the full right, power and authority to enter into these Commission Terms of Use.
• The acceptance of these Commission Terms of Use by the individual agreeing on behalf of themselves or another party, has been duly authorized by all necessary action on the party of such individual.
• The acceptance of these Commission Terms of Use constitutes the legal, valid and binding obligation of You and is enforceable against You in accordance with its terms.
• Your participation in the Commission Program will not violate any local, state, United States or country law, in which You are located.
• You agree to pay all taxes owed in the jurisdiction in which You reside or to which you owe taxes.
• You agree that by participating in the Commission Program, You agree to and will abide by all of the Commission Terms of Use, the Company's Terms of Service and Privacy Policy.

Modification

We may:

• Discontinue the Commission Program at any time, in the Company's sole discretion, with or without notice to You.
• Update the Commission Terms of Use, in the Company's sole discretion, with or without notice to You.
• Require You to remove the PRO+ options from Your Calls for Work.
• Terminate or suspend Your access to the Commission Program for any or no reason, including without limitation, any violation of these Commission Terms of Use.
• We may change the amount of the commission payout at any time with no notice.

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR BASED ON YOUR RELIANCE ON THE COMMISSION PROGRAM.

YOUR PARTICIPATION IN THE COMMISSION PROGRAM IS AT YOUR OWN RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE COMMISSION PROGRAM.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE COMMMISSION PROGRAM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Release

In consideration of the commission payments and such other good and valuable consideration, the receipt of which is hereby acknowledged, You hereby forever release and discharge the Company, its respective present and former, direct and indirect, parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees, agents, successors, representatives, and assigns ("Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgements, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which You ever had, now have, or hereafter can, shall, or may have against any such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the end of time arising out of or relating to the Commission Program.

You understand that You may later discover Claims or facts that  may be different from, or in addition to, those that You now know or believe to exist regarding the subject matter of the release contained herein, and which, if known at the time of agreement, may have materially affected this release and Your decision to enter into it and grant the release contained herein. Nevertheless, You intend to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the this Commission Terms of Use, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts.

You have been made aware of, and understand, the provisions of California Civil Code Section 1542 ("Section 1542"), which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You expressly, knowingly and intentionally waive any and all rights, benefits and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, members, managers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of these Commission Terms of Use.

This indemnification provisions includes any and all taxes, interest and penalties assessed against the Company, its officers, members, managers, employees, representatives and agents, if such taxes, interests and penalties are, including but not limited to, the result of Your failure to properly notify the Company of Your tax status and any withholding requirements.

Governing Law and Jurisdiction

All matters relating to these Commission Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Commission Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Rochester and County of Monroe, although we retain the right to bring any suit, action, or proceeding against You for breach of these Commission Terms of Use in Your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from these Commission Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the rules of the Judicial Arbitration and Mediation Services pursuant to its Comprehensive Arbitration Rules and Procedures in the State of New York, and no party to any such controversy will be entitled to any punitive damages. The arbitrator shall, in the award, allocate all of the cost of the arbitration including the fees of the arbitrator and the reasonable attorneys’ fees of the substantially prevailing party, against the party who did not prevail. The parties agree to arbitrate solely on an individual basis, and that these Commission Terms of Use do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Commission Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Commission Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Commission Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Commission Terms of Use will continue in full force and effect.

Entire Agreement

The Commission Terms of Use, our Terms of Service and Privacy Policy constitute the sole and entire agreement between You and the Company regarding the Commission Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.