A legal disclaimer

Keymik™ may offer you the opportunity to become an independent Keymik™ Affiliate (“Affiliate”), enabling you to earn commissions for promoting and selling Keymik™ or its advertisers products, services, and accounts. Keymik™ and its advertisers reserves the sole and exclusive right to determine the compensation structure for each Affiliate. Commission details are outlined below. Please also refer to the [Keymik™ Terms of Service], which apply to your role as an Affiliate unless otherwise expressly stated.

This Affiliate Agreement (“Agreement”) governs your application to, and any subsequent participation in, the Keymik™ or its Advertisers Affiliate Program. By clicking “I Accept the Terms and Conditions” and submitting your application, you confirm that you have read, understood, and agreed to be bound by the terms of this Agreement.

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SECTION 1 – PARTIES

All references to “Keymik™” in this Agreement refer to Keymik™ LLC. All references to “You” and “Your” refer to the individual or entity entering into this Agreement. Keymik™ and You may each be referred to as a “Party” and collectively as the “Parties.”

You agree to notify Keymik™ in writing within seventy-two (72) hours of any change to your legal business name or account ownership. You further certify that all information provided is truthful and accurate. Notices should be sent to: affiliates@keymik.com

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This Agreement does not establish an exclusive relationship between you and Keymik™. Both Parties retain the right to promote, recommend, or collaborate with third parties offering similar products or services. You may engage with other affiliate programs, and Keymik™ reserves the right to enter into agreements with any other individuals or entities—whether for similar, competing, or unrelated offerings—at its sole discretion and for any reason or no reason at all.

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SECTION 2 – APPLICATION

You agree to provide complete and accurate information in connection with your application to the Keymik™ Affiliate Program and throughout your participation. Keymik™ retains sole discretion to determine eligibility for the program. Not all applicants will be accepted to the affiliate program for our advertisers or our company, and acceptance may be revoked at any time.

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SECTION 3 – CONSENT TO BE CONTACTED

By entering into this Agreement, you expressly consent to be contacted via the email address and phone number provided in your application. This includes communications related to your application and participation in the Affiliate Program, which may be delivered via automated systems, text messages, or pre-recorded voice messages by Keymik™ or authorized third parties.

This consent is a material condition of this Agreement and may only be revoked through a written agreement signed by both Parties. You acknowledge that this is the only reasonable method of opting out, and any other attempt to opt out shall be deemed invalid.

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CUSTOMER TRANSACTIONS

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Affiliate Program Limits Each accepted Affiliate Lead will expire according to the timeframe specified on the Keymik™ and its advertisers Program Policies Page, starting from the date the lead first clicked on your Affiliate Link. You will be eligible to receive a Commission for the first payment made by each new Customer who completes a valid Customer Transaction after clicking on your Affiliate Link, provided you remain eligible under this Agreement.

The Customer’s subscription start date is determined by their initial purchase of a Keymik™ or advertisers Subscription Service. You will receive Commission for that initial Customer Transaction and any recurring payments tied to that subscription. However, you will not earn Commission on any additional purchases made by the same Customer outside of the original Subscription Service.

If a Customer cancels their subscription and later re-subscribes, you will not be eligible for Commission on the renewed subscription.

Eligibility

To qualify for Commission, all of the following conditions must be met:

• (i) The Affiliate Lead must be valid and accepted in accordance with Section 4.3
• (ii) A qualifying Customer Purchase Transaction must occur
• (iii) The Customer must remain active for at least sixty (60) days from the date of purchase
• (iv) The Customer must be a first-time Keymik™ or advertisers user with no prior purchases made directly or through their organization
• (v) All transactions must be completed on the official Keymik™ domain  (e.g., keymik.com) or its advertisers domain

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You are not eligible for Commission if:

• (i) Compensation is prohibited by law in your jurisdiction
• (ii) The Customer objects to or excludes such compensation
• (iii) The Customer pays you directly for the referral
• (iv) The Commission was obtained through fraudulent means, misuse of your Affiliate Link, or violation of Keymik™ or its advertisers Affiliate Program Policies
• (v) The Customer is part of another Keymik™ partner program that already provides commission for the same transaction

In competitive situations, Keymik™ or its advertisers reserves the right to award Commission to the Affiliate deemed most eligible, at its sole discretion. Commission payments may be discontinued if any eligibility criteria are no longer met.

Acceptance and Validity: You are only eligible for Commission on Customer Transactions that originate from valid Affiliate Leads generated through your unique Affiliate Link. A lead is considered valid if, in Keymik™’s or its advertisers reasonable judgment, it represents a new potential customer not currently in our system or theirs or active sales pipeline within the preceding sixty (60) days.

Keymik™ or its advertisers may reject any Affiliate Lead at its discretion. If a lead does not result in a purchase within the timeframe specified on the Program Policies Page, you will not be eligible for Commission—even if the lead converts later. Leads generated after this Agreement has expired or terminated are not valid.

Engagement with Prospects: Once Keymik™ or its advertisers receives an Affiliate Lead, we may choose to engage with the prospect directly, regardless of the lead’s validity. Invalid leads may still be retained in our database. All engagement decisions are at Keymik™’s or its advertisers sole discretion.

Forfeiture of Commission: If any eligibility requirements under this Section remain unmet for six (6) months following a Customer Transaction, your right to receive Commission for that Customer will be permanently forfeited (“Forfeited Transaction”). Keymik™ will have no obligation to pay Commission for any Forfeited Transaction. Once you meet all requirements, you may resume earning Commission on future Customer Transactions—excluding those tied to the forfeited Customer.

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Commission Payment: Keymik™ or its authorized payment partner will issue Commission payments within thirty (30) days of your eligibility under Section 4.2. Keymik™ will determine the payment currency and applicable conversion rate. Only one Commission will be paid per Customer Transaction unless otherwise authorized. If a Customer initiates a chargeback or refund, the corresponding Commission will be reversed or adjusted in future payments.

Taxes: You are solely responsible for all taxes related to your Commission earnings. Keymik™ reserves the right to offset any amounts owed to you against outstanding obligations you may have to Keymik™.

Commission Amounts: Keymik™ reserves the right to modify Commission rates at any time. All updates will be posted on the Keymik™ Program Policies Page.

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COMPENSATION

If your application to become a Keymik™ or its advertisers Affiliate is approved, you will be issued a unique Affiliate ID. This ID will be embedded within each URL you use to promote Keymik™ products and services. You will be eligible to earn commissions for each qualifying sale (“Sale”) tracked through your Affiliate ID.

In cases where a prospect (“Prospect”) has multiple affiliate cookies (“Cookies”), the most recently acquired Cookie will determine which Affiliate receives credit for the Sale. Once a Sale is attributed to an Affiliate ID, it cannot be reassigned to another Affiliate ID for a minimum of six (6) months from the date of the Sale. Keymik™ reserves the sole right to deny or revoke commissions in cases of affiliate-hopping or any behavior that results in duplicate commissions for a single transaction, as determined at Keymik™’s or its advertisers  sole discretion.

Provided that the Sold Account (defined as an account that remains active and in good standing for at least sixty (60) days following the Sale) generates a payment to Keymik™or its advertisers  within a given month, you will be eligible to receive a commission (“Commission”). Unless otherwise stated, Commission payments will be issued on the 30th of each month following Keymik™’s or its advertisers receipt of payment for the Sold Account. If either date falls on a holiday, payment will be made on the preceding business day. Commissions are calculated based on net fees received by Keymik™or its advertisers, excluding any applicable sales taxes.

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COMMISSION PAYMENT TERMS

Processing Timeline Commission Fees will be processed thirty (30) days after the end of the calendar month or other designated period in which they accrue. Keymik™ will only compensate you for Qualified Purchases made in accordance with this Agreement.

Profile Accuracy Commission Fees will be paid based on the most current information in your Affiliate profile. You are responsible for promptly notifying Keymik™ of any changes to your address or payment details by updating your profile via email or through the Affiliate portal.

Payment Requirements To receive Commission payments under this Agreement, you must:

• (a) Agree to the terms of this Agreement
• (b) Maintain a valid and up-to-date PayPal account
• (c) Submit all required tax documentation, including a completed W-8 or W-9 form, as applicable

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PayPal or Payoneer Payments Please refer to PayPal’s eligibility policy to confirm your ability to receive payments if you reside outside the United States. PayPal payments will only be reissued within one hundred twenty (120) days of the original issue date in cases of incorrect account information or payment rejection.

Fees and Modifications Keymik™ is not responsible for any third-party fees charged by PayPal or other payment processors. Keymik™ reserves the right to modify available payment methods or schedules at any time. Any changes will take effect upon posting to the Program Policies Page.

Commission Disputes You will receive a monthly performance report detailing your Commission activity. Any disputes must be submitted within thirty (30) days of receiving the report. Disputes filed more than forty-five (45) days after the date of the disputed transaction will not be accepted, and you will permanently forfeit any claim to the associated Commission.

Tax and Payment Information You are solely responsible for providing accurate tax and payment information necessary for Keymik™ to issue Commission payments. If Keymik™ does not receive the required documentation within sixty (60) days of a Qualified Purchase, the associated Commission will not accrue and will be forfeited.

Address Changes To ensure timely processing, any changes to your address must be submitted through the Affiliate portal at least fifteen (15) business days prior to the end of the calendar month.

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COMMISSION DETERMINATION & QUALIFIED PURCHASE

Commissions will be calculated for each Qualified Purchase based on the commission rates listed on the Keymik™ or its advertisers Affiliate Program Policies Page, subject to the conditions outlined below.

A Qualified Purchase refers to a valid, trackable transaction made by a Referred Customer through your Affiliate Link, provided all eligibility criteria are met. However, the following transactions do not qualify for Commission:

• Purchases made by Referred Customers who transferred from Keymik™ partners, subsidiaries, or internal programs or advertisers.
• Purchases by Referred Customers who are part of Keymik™ reseller, referral, or other incentive programs or advertiser/ partner program
• Purchases by Referred Customers who are not current on payments, are subject to refunds, or are enrolled in promotional credit programs
• Purchases completed before you joined the Affiliate Program or that were not properly tracked via your Affiliate Link
• Purchases by Referred Customers who have not remained in good standing for at least sixty (60) days or who violate Keymik™’s Terms of Service, Acceptable Use Policy, or other applicable policies
• Purchases suspected of fraud, including but not limited to: use of bots or software to generate fake leads, multiple accounts from the same customer, or referrals that violate this Agreement
• Purchases referred by Affiliates with excessive cancellation rates, as determined by Keymik™ or its partners/ affiliates
• Purchases where the Referred Customer received coupons, refunds, credits, or discounts directly from the Affiliate or partners or advertiser
• Purchases tied to business opportunity programs promoted by the Affiliate or Referred Customer
• Purchases made after a Referred Customer received a pop-up discount offer while exiting Keymik™’s website

Keymik™ reserves the right to:

• Withhold initial Commission payments for new Affiliates or those with potentially fraudulent activity, pending review of legitimacy and cancellation rates
• Suspend Commission payments indefinitely if fraud, abuse, or breach of this Agreement is suspected
• Deduct from current or future Commission payments any amounts tied to fraudulent, questionable, or cancelled purchases
• Cancel or withhold any Commission Fee that fails to meet the definition of a Qualified Purchase, pending further review

Affiliates are responsible for monitoring the status of their Commission payments. Keymik™ is not obligated to proactively notify Affiliates of payment denials or withholdings. If you believe a Commission Fee was improperly withheld, you must contact Keymik™ within thirty (30) days of the expected payment date to request a review. All decisions regarding withheld or cancelled Commission Fees are final and made at Keymik™’s sole discretion.

You may not receive double compensation for any Referred Customer who is already associated with another Keymik™ program. If your referrals consistently result in high cancellation rates, Keymik™ may withhold or decline future Commission payments.

Any attempt to manipulate, falsify, or inflate Referred Customers, Qualified Purchases, or Commission earnings constitutes grounds for immediate termination from the Affiliate Program and forfeiture of all unpaid Commissions.

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Commission Structure:

• General KeyMik Affiliate program: 5% commission on Keymik™ memberships ( yearly subscriptions)
• Advertisers Affiliate or partners program: 10% commission on qualified sales

\*Qualified Affiliate status may be granted at Keymik™’s discretion based on performance, compliance, and alignment with Keymik™ policies.

*Qualified sales*- 

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All commissions are paid in U.S. Dollars (USD) or other currencies supported by our payment provider. Some payment methods may incur processing fees, which may be deducted from your total Commission. You must accrue a minimum of One Hundred Dollars ($100.00 USD) in combined Commissions before receiving a payout. If your total Commissions do not exceed $100.00 USD within a 120-day period, those Commissions will be forfeited without further action required.

Once you reach the $100.00 USD threshold, you must register with Keymik™’s third-party payment provider to receive your payout. This registration authorizes third-party providers to contact you regarding payment processing. Before any Commission can be paid, you must submit a completed W-8 or W-9 tax form, along with any additional documentation requested by Keymik™. Commissions earned more than 120 days prior to submitting the required forms will be permanently forfeited. If you are not a U.S. resident, Keymik™ may withhold taxes as required by law. You are solely responsible for complying with all applicable tax regulations.

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You may not earn Commissions on purchases made through your own account(s), nor may you manipulate account setups for personal gain. Any violation of this rule will result in immediate termination from the Affiliate Program and forfeiture of all unpaid Commissions.

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PROMOTIONAL GUIDELINES

As a Keymik™ Affiliate, you agree to promote Keymik™ products and services in a manner that is ethical, transparent, and compliant with all applicable laws and platform policies. You may use your Affiliate ID in digital content, social media posts, email campaigns, and other promotional materials, provided that:

• You do not engage in deceptive, misleading, or manipulative marketing practices
• You clearly disclose your affiliate relationship with Keymik™ in accordance with FTC guidelines
• You do not use paid advertising (e.g., Google Ads, Facebook Ads) that directly competes with Keymik™ branded campaigns unless expressly authorized
• You do not impersonate Keymik™ or misrepresent your affiliation, including using logos, trademarks, or brand language without written approval
• You do not promote Keymik™ on adult, violent, hateful, or illegal content platforms

Keymik™ reserves the right to audit your promotional activities and revoke your Affiliate status if your conduct is deemed non-compliant or harmful to the brand.

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PROMOTION OF AFFILIATE RELATIONSHIP

Use of Links If you qualify and agree to participate in the Keymik™ or its advertisers Affiliate Program, we will provide you with a variety of approved graphic and textual assets (“Links”) to promote Keymik™ or its advertisers products and services. These Links identify you or content as part of the Affiliate Program and establish a connection to the Keymik™ or its advertisers website.

You agree to:

• Cooperate fully with Keymik™ and its advertisers to implement and maintain the Links
• Use the Links only as provided and in compliance with this Agreement
• Display the Links prominently in relevant sections of your content or promotional materials
• Avoid any cookie stuffing or deceptive tracking techniques (e.g., using iframes to set cookies without user consent)
• Obtain written approval from Keymik™ and its advertisers before displaying any Keymik™ or its advertisers-related information not provided through the Affiliate Program

Keymik™ and its advertisers reserves the right to update or modify the Links at any time.

8.2 Discounts and Coupons You may not advertise or distribute any refunds, credits, or discounts related to Keymik™ and its advertisers products or services without prior written approval from Keymik™. Only promotional assets (including coupons and banners) provided through the Affiliate Program may be used.

You may not alter the appearance, functionality, or user experience of the Keymik™ and its advertisers website when linking to it. Any violation of these terms—including unauthorized use of discounts or promotional language—will be considered a material breach and may result in termination from the Affiliate Program and forfeiture of Commission payments.

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SECTION 9 – ONLINE ADVERTISING

Except as expressly permitted by Keymik™ and its advertisers, you are not authorized to:

• Use the Keymik™ and its advertisers name, trademarks, or other intellectual property (“Keymik™ IP”)—including variations, misspellings, or confusingly similar terms—in any domain name, website, advertising, or promotional content
• Bid on Keymik™ IP in keyword advertising platforms (e.g., Google Ads, Bing Ads) or include Keymik™ IP in metatags, search terms, or code
• Engage in any activity that creates “initial interest confusion” or misleads users into believing your content is affiliated with or endorsed by Keymik™

Unauthorized use of Keymik™ IP constitutes infringement and may result in legal action, including claims for damages, injunctive relief, and recovery of legal fees. Knowingly or willfully infringing Keymik™ IP may also result in enhanced penalties under applicable law.

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DATA SECURITY

You agree to comply with all applicable data protection laws governing the transmission and handling of personal data, including but not limited to:

• The General Data Protection Regulation (GDPR) (EU 2016/679)
• U.S. data privacy laws and any relevant international regulations
• Applicable export control laws

As a data controller under the GDPR, you must implement appropriate technical and organizational measures to ensure the security of personal data. You also agree to:

• Promptly assist Keymik™ in responding to any data subject rights requests related to individuals you refer
• Cooperate with supervisory authorities as required under applicable law
• Maintain secure systems and practices to protect user data and prevent unauthorized access or disclosure

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TRAINING AND SUPPORT

Keymik™ may offer Affiliates access to complimentary training resources, including webinars, certification modules, and other educational materials. If such resources are made available, you agree to participate in the recommended training and certifications.

Keymik™ reserves the right to modify, suspend, or discontinue any aspect of the Affiliate Program’s benefits or offerings at any time, without prior notice.

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TRADEMARKS

As an Affiliate, you grant Keymik™ a non-exclusive, non-transferable, royalty-free license to use and display your name, trademarks, service marks, and logos (“Affiliate Marks”) solely in connection with the Affiliate Program and this Agreement.

If Keymik™ provides you with access to its trademarks, you may use them only under the following conditions:

• (a) Use only the official trademark images provided by Keymik™, without alteration
• (b) Use Keymik™ trademarks exclusively in connection with the Affiliate Program and this Agreement
• (c) Immediately discontinue use upon request from Keymik™

You agree not to:

• (a) Use Keymik™ trademarks in a misleading, defamatory, or disparaging manner
• (b) Imply endorsement, sponsorship, or approval of your products or services by Keymik™
• (c) Use Keymik™ trademarks in violation of any applicable laws or in connection with obscene, indecent, or unlawful content

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PROPRIETARY RIGHTS

Keymik™ Proprietary Rights This Agreement does not grant you any license to Keymik™ software or proprietary systems. All Keymik™ products, content, and services are protected by intellectual property laws and remain the exclusive property of Keymik™. You may not copy, rent, lease, sell, distribute, or create derivative works based on Keymik™ content or products, in whole or in part, unless expressly authorized in writing.

Keymik™, its logos, visual assets, and brand identifiers are trademarks of Keymik™ and may not be used without prior written permission, except as permitted under this Agreement.

Keymik™ welcomes feedback, suggestions, and ideas from Affiliates. You agree that any such submissions are non-confidential and that Keymik™ may use them freely, without obligation or compensation.

Customer Proprietary Rights As between you and the Customer, the Customer retains full ownership and access rights to their data and account within the Keymik™ platform. For clarity, all Customer Data remains the property of the Customer.

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CONFIDENTIALITY

Definition of Confidential Information “Confidential Information” refers to any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or would reasonably be understood to be confidential under the circumstances. This includes, without limitation, Keymik™ customer and prospect data, even if not explicitly marked as confidential.

Confidential Information does not include information that:

• Becomes publicly known without breach of any obligation
• Was lawfully known to the Receiving Party prior to disclosure
• Is disclosed to the Receiving Party by a third party without restriction
• Is required to be disclosed by law, regulation, subpoena, or legal process

Obligations of Confidentiality The Receiving Party agrees to:

• (a) Protect the confidentiality of the Disclosing Party’s information with the same degree of care used to protect its own confidential information, but no less than reasonable care
• (b) Use Confidential Information solely for purposes permitted under this Agreement
• (c) Not disclose Confidential Information to any third party without prior written consent
• (d) Limit access to Confidential Information to employees, contractors, and agents who need it for performance under this Agreement

OPT-OUT AND UNSUBSCRIBING

You agree to promptly honor all customer requests to opt out, unsubscribe, or be removed from communications, including “do not call” and “do not send” requests. You must maintain systems and procedures throughout the Term of this Agreement to ensure compliance with all such requests.

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TERM AND TERMINATION

Term This Agreement remains in effect for as long as you participate in the Keymik™ Affiliate Program, unless terminated earlier in accordance with this Section.

Termination Without Cause Either party may terminate this Agreement at any time with fifteen (15) days’ written notice via email.

Termination Due to Agreement Changes If Keymik™ updates or replaces the terms of this Agreement, you may terminate the Agreement with five (5) days’ written notice, provided you notify us within ten (10) days of receiving notice of the change.

Termination for Cause Keymik™ may terminate this Agreement immediately or with notice under the following conditions:

• (a) Upon thirty (30) days’ notice of a material breach, if uncured
• (b) Upon fifteen (15) days’ notice of non-payment
• (c) Immediately, if you become subject to bankruptcy, insolvency, or liquidation proceedings
• (d) Immediately, if you breach the terms of any Keymik™ subscription agreement
• (e) Immediately, if your conduct negatively impacts Keymik™, its customers, or its reputation, as determined at Keymik™’s sole discretion

Effects of Expiration or Termination Upon termination or expiration:

• You will no longer be eligible to receive Commission unless the related Customer Transaction is recognized within thirty (30) days of termination and you are not receiving revenue share under another Keymik™ partner program
• If termination is initiated by you without cause or by Keymik™ for cause, all Commission rights cease immediately
• You must discontinue use of all Keymik™ trademarks, promotional materials, and the Affiliate Tool
• Affiliate Leads will no longer be considered valid, though Keymik™ may retain and engage with them at its discretion
• This Agreement’s termination does not affect any active Customer subscription agreements

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AFFILIATE REPRESENTATIONS AND WARRANTIES

You represent and warrant that you possess all necessary rights, licenses, and permissions to participate in the Keymik™ Affiliate Program and to provide Keymik™ with Affiliate Leads for use in sales, marketing, or other business efforts as outlined in this Agreement. You further represent that your participation does not conflict with any existing agreements, obligations, or restrictions.

You also represent and warrant that you own or have sufficient rights to use and grant Keymik™ the right to use your name, trademarks, service marks, and logos (“Affiliate Marks”) as permitted under this Agreement.

Additionally, you agree that:

• (a) You will comply with all applicable trade, advertising, and regulatory requirements, including clearly disclosing your status as a Keymik™ Affiliate on any promotional websites or platforms
• (b) You will accurately list all websites and domains where Affiliate Links will be used within the Affiliate Tool
• (c) You will not purchase ads that redirect to your site or Affiliate Links in a manner that competes with Keymik™’s own advertising, including branded keyword bidding
• (d) You will not engage in cookie stuffing, pop-ups, or use misleading or deceptive links
• (e) You will not mask or obscure referring URL data
• (f) You will not use your own Affiliate Link to purchase Keymik™ products or services for personal use

 
INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Keymik™ and its advertiser/partners, its officers, directors, employees, agents, representatives, service providers, licensors, and affiliates from and against any third-party claim, suit, action, or proceeding (“Action”) arising out of or related to:

• (a) Your participation in the Affiliate Program
• (b) Keymik™’s use of prospect data you provide
• (c) Your breach or noncompliance with this Agreement
• (d) Your use of the Affiliate Tool
• (e) Keymik™’s use of the Affiliate Marks

Keymik™ will notify you in writing within thirty (30) days of becoming aware of any such Action and will provide you with reasonable assistance, at your expense, in defending or settling the claim. You will have sole control over the defense and settlement of the Action, provided that you do not agree to any settlement that:

• Imposes obligations on Keymik™
• Requires Keymik™ to admit fault or liability
• Imposes liability not covered by this indemnification
• Places restrictions on Keymik™ without prior written consent

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DISCLAIMERS; LIMITATIONS OF LIABILITY

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Disclaimer of Warranties Keymik™ and its affiliated companies, agents, and service providers make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, or accuracy of Keymik™ products, content, or the Affiliate Program for any purpose. Access to application programming interfaces (APIs) may be intermittent or unavailable at times.

To the fullest extent permitted by law, all Keymik™ products and services are provided “as is” without warranty or condition of any kind. Keymik™ expressly disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, title, and non-infringement.

No Indirect Damages To the extent permitted by law, neither party shall be liable for any indirect, punitive, incidental, or consequential damages, including lost profits, lost business opportunities, or reputational harm.

Limitation of Liability If Keymik™ is found liable to you or any third party despite the limitations in this Agreement, the total aggregate liability shall be limited to the Commission amounts you have actually earned for the relevant Customer Transactions during the twelve (12) months preceding the event giving rise to the claim.

Cookie Duration Cookies used for tracking Affiliate Leads have a duration of seven (7) days. If a potential customer clears their cookies during this period, Keymik™ shall not be liable for any Commission that may have otherwise been attributed to you.

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EMAILS AND PUBLICITY

You may not create, publish, transmit, or distribute bulk email messages (“SPAM”) containing Keymik™ Affiliate Links without prior written approval from Keymik™, which may be granted or denied at our sole discretion. You may only send emails containing Keymik™ Affiliate Links or promotional messages to individuals who have explicitly consented to receive such communications from you.

Failure to comply with this section, the CAN-SPAM Act of 2003, Keymik™’s Anti-Spam Policy, or any applicable laws governing email communications will be considered a material breach of this Agreement. Such breach may result in:

• Immediate termination of your Affiliate status
• Forfeiture of all unpaid Commissions
• Permanent disqualification from the Keymik™ Affiliate Program

Additionally, if your account exhibits excessive click activity within a short time frame, as determined by Keymik™ in its sole discretion, your Affiliate relationship may be terminated without notice.

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NON-SOLICITATION

You agree not to intentionally solicit or recruit any Keymik™ employees or contractors for employment or engagement during the term of this Agreement and for a period of twelve (12) months following its termination or expiration.

Both parties acknowledge that general public solicitations—such as newspaper ads or online job postings not specifically targeted at Keymik™ personnel—shall not be considered a violation of this provision. This clause is not intended to restrict the mobility or career choices of Keymik™ employees or contractors.

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GENERAL TERMS

Amendment; No Waiver Keymik™ reserves the right to update, modify, or replace any part of this Agreement at its sole discretion. If changes are made, the revised Agreement will be posted on our website and we will notify you via email. The updated Agreement will become effective and binding on the next business day following notification.

The “Last Modified” date will reflect the most recent version. We encourage you to review the Agreement periodically. If you do not agree to the changes, you may terminate the Agreement as outlined in Section 16.

No delay or failure to exercise any right or remedy shall constitute a waiver of that right or remedy. A waiver on one occasion does not constitute a waiver on any future occasion.

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Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Georgia, without regard to its conflict of law principles. Service of process, summons, or legal notice sent by mail to the address listed in this Agreement shall be deemed effective for any arbitration proceeding initiated under this Agreement.

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Binding Mandatory Arbitration 

PLEASE READ THIS SECTION CAREFULLY. By entering into this Agreement, you waive the right to litigate disputes in court, including the right to a jury trial and the right to participate in class actions.

Except for actions to collect unpaid fees owed to Keymik™, any dispute, claim, or disagreement arising out of or relating to this Agreement—including its interpretation or enforcement—shall be resolved exclusively through binding arbitration.

Arbitration will be administered by the American Arbitration Association (“AAA”) under its Streamlined Arbitration Rules. A single neutral arbitrator, mutually agreed upon by the parties, will be selected within thirty (30) days of the commencement of arbitration.

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Binding Arbitration

This Agreement shall be governed by the Federal Arbitration Act (Title 9 of the U.S. Code). Any dispute, claim, or controversy arising out of or relating to this Agreement—including its interpretation, performance, or enforcement—shall be resolved exclusively through binding arbitration.

Arbitration Process and Venue Either party may initiate arbitration by filing the required forms with the American Arbitration Association (“AAA”). For more information, visit www.adr.org or contact any AAA office. The arbitration shall be conducted in atlanta, Georgia

The parties agree to exchange all non-privileged information relevant to the dispute. Each party may be represented by legal counsel of their choosing, at their own expense.

Fees and Costs The initiating party shall pay the AAA filing fee. All other arbitration fees shall be split equally between the parties. Each party shall bear its own legal fees and costs, except that the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

Individual Claims Only All disputes must be brought in the name of an individual or legal entity and resolved on an individual (non-class, non-representative) basis. The arbitrator shall not award relief to or against any person or entity not party to the arbitration. Class actions, class arbitrations, private attorney general actions, and other representative proceedings are strictly prohibited.

Scope and Authority of Arbitrator The arbitrator shall have the authority to award any legal or equitable remedy that a court could grant under applicable law, consistent with the terms of this Agreement. However, the arbitrator may not alter the terms of this Agreement or issue awards that extend beyond the scope of the transactions contemplated herein.

All applicable statutes of limitations shall apply. The arbitrator shall issue a written decision or award stating the essential findings of fact and conclusions of law.

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Arbitration Finality and Waiver of Court Rights

Because both parties have agreed to resolve all disputes through binding arbitration, neither party shall have the right to litigate such disputes in court, pursue a jury trial, or engage in discovery beyond what is permitted under the applicable arbitration rules.

You, along with your heirs, successors, assigns, officers, directors, managers, employees, contractors, partners, agents, representatives, parent entities, subsidiaries, and affiliates, waive the right to participate in any class action, class arbitration, private attorney general action, or other representative proceeding related to any dispute.

The arbitrator’s decision shall be final and binding and may be entered and enforced in any court with jurisdiction, subject only to review under applicable arbitration award laws. Other rights typically available in court may not be available in arbitration.

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Force Majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond their reasonable control, including but not limited to acts of war, sabotage, natural disasters, internet or telecommunications outages not caused by the obligated party, government restrictions, or other force majeure events. Each party agrees to use reasonable efforts to mitigate the impact of such events.

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Equitable Relief

Notwithstanding the arbitration clause in Section 22.3, Keymik™ retains the right to seek preliminary injunctive relief in any court of competent jurisdiction. You acknowledge that any breach or threatened breach of your obligations under this Agreement may cause Keymik™ irreparable harm for which monetary damages would be inadequate. In such cases, Keymik™ shall be entitled to equitable remedies including restraining orders, injunctions, specific performance, and other relief without the need to post bond or prove actual damages. These remedies are cumulative and do not limit Keymik™’s other rights under law or equity.

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Time Limit on Actions

Except for claims involving non-payment or infringement of proprietary rights, no legal action arising from this Agreement may be initiated more than one (1) year after the cause of action accrues.

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Relationship of the Parties

This Agreement does not create a joint venture, partnership, employment, or agency relationship between you and Keymik™. You shall act solely as an independent contractor.

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Compliance with Laws

You agree to comply with all applicable domestic and international laws, regulations, and governmental orders, including but not limited to:

• Export control laws
• Anti-spam regulations
• Sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC)

You shall not engage in deceptive, unethical, or illegal marketing practices, nor permit use of Keymik™ products or services by prohibited individuals or in restricted jurisdictions.

 Severability

If any provision of this Agreement is found to be invalid or unenforceable, it shall be replaced with a valid provision that most closely reflects the original intent. The remainder of the Agreement shall remain in full force and effect.

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Notices

All notices shall be sent to the contact address specified in this Agreement (or as updated by written notice). Notices shall be deemed delivered upon actual receipt.

To KeyMik

KeyMik LLC,

ATTN: General Counsel

3379 Peachtree Rd NE,
Atlanta, GEORGIA – 30326,
UNITED STATES OF AMERICA
 

With a copy sent by U.S.P.S. Certified Mail, Return Receipt Requested, to (such copy shall not constitute notice or service):

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Notices

Notices to the Affiliate will be sent to the mailing address, email address, or phone number provided in your Affiliate account profile. Keymik™ may deliver notices electronically via email or by phone using the contact details on record. Notices shall be deemed received upon actual delivery.

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Entire Agreement

This Agreement constitutes the entire understanding between you and Keymik™ regarding the Affiliate Program and supersedes all prior proposals, communications, and agreements—whether oral, written, or electronic. Keymik™ expressly rejects any additional or conflicting terms proposed by you, including those contained in purchase orders, acceptances, or on your website.

Our obligations under this Agreement are not contingent upon the delivery of any future features or functionality of Keymik™ products, nor on any public statements regarding potential enhancements. This Agreement and all related documents shall be drafted in English. If translated versions are provided, the English version shall govern and prevail.

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Assignment

You may not assign or transfer this Agreement—including by merger, reorganization, sale of assets, change of control, or operation of law—without prior written consent from Keymik™. Keymik™ may assign this Agreement to any affiliate or successor entity in the event of merger, reorganization, sale of assets, change of control, or operation of law.

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No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto. No third party shall have any rights, remedies, or claims under or by reason of this Agreement.

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Program Policies Page

Your participation in the Keymik™ and its advertisers Affiliate Program is subject to the Program Policies, which may be updated from time to time and are incorporated herein by reference.

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No Implied Licenses

You are granted only the rights and licenses expressly stated in this Agreement. No other rights or licenses—whether to Keymik™ products, trademarks, intellectual property, or other assets—are granted or implied.

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Sales by Keymik™

Nothing in this Agreement shall restrict Keymik™ from selling its products or services directly or indirectly to any current or prospective customers.

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Authority

Each party represents and warrants that it has full legal authority to enter into this Agreement and that the Agreement is binding and enforceable in accordance with its terms.

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Survival

The following sections shall survive the expiration or termination of this Agreement:

• Commission and Payment
• Proprietary Rights
• Confidentiality
• Effects of Termination/Expiration
• Indemnification
• Disclaimers; Limitation of Liability
• Non-Solicitation
• General

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