Publisher
Terms and Conditions

1. Introduction.

This Affiliate Program Operating Agreement (the “Agreement”) is made and entered into by and between Katalys LLC, a California LLC located at: 315 S. Coast Highway 101 #528, Encinitas, CA 92024, DBA Katalys (“Katalys” or “we”), and you (“you,” “Affiliate,” or “Publisher”). The terms and conditions contained in this Agreement apply to your participation with the Katalys Affiliate Platform (the “Affiliate Program”). The use of any of the services described in this Agreement (the “Services”) and provided on the Katalys Network (the “Network”) is conditioned on your acceptance of this Agreement. By using any of the Services and by selecting and agreeing to the terms and conditions box on the registration form (the “Registration Form”) and the Affiliate Program Application (the “Application”), you accept and agree to be bound by all the terms and conditions of this Agreement.

2. Enrollment in the Affiliate Program.

You must submit an Affiliate Program Application from our website. You must accurately complete the Application to become an Affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your Application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your Application in our sole discretion for any reason. If you are accepted to participate in the Affiliate program, the terms of this Agreement shall apply until terminated in accordance with this Agreement. Publisher represents and warrants that it has full right and authority to enter into this Agreement. Publisher shall not use Sub-Affiliates without Katalys’ prior written consent. If Katalys provides consent for Publisher to use Sub-Affiliates, Publisher represents that it will bind such Sub-Affiliates to the terms of this Agreement and shall be liable for any breach of this Agreement by a Sub-Affiliate.

3. Services Offered.

Katalys will grant you access to the Katalys Affiliate Network and the Services for which you have been registered via the Katalys Registration Form, all of which are subject to the terms and conditions in this Agreement.

4. Advertisers.

As a part of the Affiliate Program, you may have access to earn a commission by distributing advertising material on behalf of parties who advertise on the Network (referred to as “Advertisers”).

The Publisher shall not make any representations, warranties or other statements concerning the Advertisers, the Advertiser’s site or the Advertiser’s products beyond what is reasonable and accurate. The Publisher understands that the Advertiser owns and shall retain all rights to its names, logos, trademarks, service marks and copyrights.

These rights give Advertisers the ability to restrict Publisher’s use of their names, logos, trademarks, service marks and copyrights. This Agreement gives the Publisher limited, non-exclusive rights to Advertiser links and/or other promotional materials provided through the Network.

Publisher understands and agrees that in connection with providing the Services, Katalys may share Publisher’s first and last name, company name, or other identifying information with Advertisers.

5. Use of Links and Promotional Materials.

The Publisher will link their site to areas within the Advertiser’s site using special URLs obtained through the Network. The Publisher may use as many links or as much Network content or marketing materials as required.

Use of links and marketing content is non-transferable. The Publisher may not allow links or Network content to be used by other sites or URLs outside of the Publisher’s account. The Publisher may not alter the links in any way, aside from any alteration that is conducted through the sub-tracking add-on and campaigns.

Katalys may terminate Advertiser links at any time. If such an action occurs, the Publisher must remove the terminated links and corresponding promotional materials from the Publisher’s approved site.

6. Content and Link Placement.

Katalys marketing materials and/or links cannot be placed on sites that contain the following content (or links to pages with such content): Any pornography, nudity, or any other sexual or adult material. Any content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to, copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights. Any gambling, hate propaganda, or material that encourages or promotes illegal activity or violence. Any material that promotes or utilizes software or services designed to deliver unsolicited e–mail. Any misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful. Any material that violates any local, state, or national law or regulation. Any other material that Katalys, in its sole discretion, determines to be inappropriate.

Links provided will be placed on pages that use only the English language, where the majority of traffic is generated from online users who reside in the United States, and which are generally seen by users age 18 and older.

Links and/or content from Katalys must be placed on web pages that can be freely accessed by Katalys without having to login or supply a password.

Links cannot be placed in misleading formats or used in fraudulent methods, including but not limited to any program or device that would otherwise manipulate traffic or the accuracy of advertiser campaigns.

In the event that advertiser links are desired to be used in a non-web page format that is not viewable through the Internet, such as through newspapers, television ads, or other media, prior approval from Katalys is required.

Publishers may not place Links to an Advertiser’s Website or Website content in third party newsgroups, message boards, blogs, unsolicited email or other types of spam, link farms, counters, chat rooms, or guest books.

Publishers using IRC channels, instant messages or similar Internet resources must designate their program through an email within 48 hours, as special, requiring manual review and acceptance by Katalys and/or the Advertiser.

No Publisher can place links to or promote an Advertiser’s Website or their own Affiliate Website or Craigslist.

Transactions generated from the same IP address or from the same individual may be considered as fraudulent transactions and will not receive compensation.

Content provided through the Katalys network cannot be swapped with advertising links found through other networks for the same or similar products or services. Publishers are granted licensing rights to use the content provided through the Katalys network only in conjunction with the advertising links provided through the Network. Failure to comply can result in the immediate termination of the Publisher’s account with Katalys.

Publishers that participate in search engine marketing may not link directly to the Advertiser’s website using affiliate links unless the Advertiser’s individual terms and conditions specifically state that direct linking is allowed.

Unless exempted by special request and documented in writing, Publishers are not permitted to utilize pop-ups, pop-unders, interstitials, or any other advertising unit which opens a new browser window or interrupts or covers normal site content.

Traffic submitted to Katalys’ campaign must be provided transparently and the referring URL must be an accurate, complete and unmasked URL from the referring site. Traffic that does not meet this requirement may be considered fraudulent.

7. Payments.

Payments are sent to the Publisher either by ACH payment, Check, or wire transfer. Payments issued to Publishers located outside of the United States will be subject to a $20 service fee. There are no processing fees for checks or ACH payments made in the USA, however, any fees charged to Katalys for Wire transfers are deducted from the Publishers account, from future payments.

Publisher will be paid based on the payment terms set forth by each Advertiser as displayed within the Network. Katalys shall make payments to Publisher for all commissions earned after receiving payment from Advertisers. Katalys cannot guarantee payments on behalf of any Advertiser and Publisher understands and agrees that Katalys shall not be liable for payment unless and until payment has been made by Advertisers.

Publishers must ensure they have submitted accurate and complete payment information within their Katalys affiliate portal, as well as an applicable, relevant tax form to receive commission payments. If Publishers have not supplied accurate, updated payment information and tax documentation to us by the 20th of the following month in which they are eligible for commissions, Katalys reserves the right to postpone any commission payments until the following month’s pay period, or whichever applicable pay period when such information is provided.

In the event that payments are reversed from the Advertiser for whatever reason, the Publisher understands that the existing balance will be credited back to Katalys, even if those sales are not related to the exact Advertiser reversing the sales. For example, if Katalys has already paid the Publisher on “ABC” sales, and if advertiser “XYZ” must reverse the sales, Katalys will credit back to Katalys from the Publisher’s existing balance of all sales. Katalys also holds the right to credit back from any other account the Publisher has with Katalys if so required. A credit is defined as a reversal of ACH payment, a stop payment on a check, wire reversal, and/or charge backs applied to the entire Katalys Publisher Account. Payment for Commissions is ultimately dependent upon Advertisers providing such funds to Katalys, and therefore, you agree that Katalys shall only be liable to you for Commissions to the extent that Katalys has received such funds from the Advertisers. You hereby release Katalys from any claim for Commissions if Katalys has not received such funds from the Clients.

It is the Publisher’s responsibility to maintain accurate payment information, which can be updated through electronic mail to [email protected]. Failure to maintain accurate payment information may result in delay of payment.

All payments made to Publishers require a minimum balance prior to payment based on payment type. $500 minimum for ACH and wires. In the event that you do not have at least the minimum in earnings, your payment will be sent the following payment cycle once the minimum earnings threshold is met.

Reporting of sales or leads in the client interface (http://app.Katalys.com) will show approved transactions for the Publisher’s account. However, these approvals are pending final verification from auditing processes, any possible chargebacks due to any Advertiser mistakes or possible fraudulent transactions, and final payment from the Advertiser. Payments to Publishers are considered 100% approved and final once payment is sent to the Publisher.

Publishers understand that any chargebacks of sales, regardless of the reason, can be credited back to Katalys against the existing Publisher account, regardless if the sales are from another Advertiser, as long as they are for the same Publisher account or Publisher entity (if more than one account is on file with Katalys).

8. Privacy Policy.

Each Publisher site must contain a privacy policy that is viewable by the online community. The privacy policy should comply with all regulations and laws and disclose whether and how any user information is captured, and also how it is used as well as an affiliate disclosure per the FTC regulations.

9. Support Services.

Katalys will provide all Publishers with support services, such as, but not limited to: Online support through the Katalys Ticket System, messaging support, phone support and general email support services during regular business hours, except holidays.

It is understood that any communications will be responded to within 72 hours, however, there may be times in which such communications may take longer. In the event that the Publisher does not hear back from a request, it is the Publisher’s responsibility to contact the support team at [email protected] or through the ticket system service provided through https://app.Katalys.com

The support team provided to the Publishers of the Katalys Affiliate Network will do their best to answer any and all inquiries to the best of their knowledge, but the Katalys owners, shareholders, and chairpersons do not guarantee that all information provided by customer service is 100% accurate and may at times be subject to change, adjustment, or additional inquiries. In the event that the support team has misinformed the Publisher due to incorrect information provided to the support team by the advertiser and/or a mistake on their part, the support team will do their best to clarify any and all mistakes within a reasonable amount of time.

Publishers are not allowed to recruit services, employ, or otherwise contract employees, or former employees of Katalys, for any service. This applies to both active Publishers of Katalys and non-active Publishers, regardless of existing or current status.

10. Maintaining Content.

The Publisher is responsible for making sure that all information promoting any of the products provided by Katalys is accurate. Depending on the format in which the Publisher has chosen to display Katalys content, Publishers may be required to manually maintain their content on a regular basis. The content maintenance requirements vary per format used and are as follows:

HTML Links and Banner Scripts – Publishers are responsible for accessing links on a weekly basis and whenever a notice regarding product updates is sent by Katalys.

Spreadsheet Downloads – Publishers are responsible for downloading the most recent information on a weekly basis and whenever a notice regarding product updates is sent by Katalys.

XML Downloads – Publishers are responsible for downloading XML files to their database whenever content needs to be updated.

Web Services – Once the Web Services feed is established, content will update automatically.

JavaScript Code – Once the script is copied, content will update automatically.

Templates – All information hosted on the Katalys server is updated automatically. Any customization that is done by the design team of Katalys or by the publisher directly is thereafter, once live, the responsibility of the publisher to maintain and keep accurate.

Katalys will periodically monitor Publisher sites to assure accuracy in the use of all content provided through the various content formats. Publishers who are contacted by Katalys for content usage adjustments must abide by all requests within 48 hours of notification or risk having their links expired for the advertiser to which the issue pertains or their account suspended. Katalys reserves the right to adjust this grace period without notice.

11. Approved URL(s).

If Katalys finds that a Publisher signed up for the Network using a site that they are not affiliated with, Katalys reserves the right to terminate the account or refuse payment.

Only approved sites will be accepted into the Network. Approvals are based on a variety of factors, including but not limited to, website content and URL(s). None of the URL(s) submitted or any of the website pages that reside under the registered URL can contain any of the content mentioned in the Content and Link Placement sections of this Agreement.

12. Approval Process for Specific Advertisers.

Once a Publisher is approved for the Katalys network, they are granted access to a variety of tools and services, and the opportunity to apply for a number of Advertiser affiliate programs. Approval for Katalys does not guarantee approval for the Advertiser programs offered. Within the client interface, Publishers must select and apply for each individual program, and abide by the terms and conditions for selected Advertisers. An email regarding the Application status will be sent to the Publisher within several business days.

The terms and conditions provided by Advertisers for their individual programs represented in the Network are in addition to the terms and conditions of the Katalys Affiliate Network (this Agreement), and a violation of either the Advertiser’s terms and conditions or the Katalys Affiliate Network terms and conditions can result in the termination of the publisher’s account and the removal of any pending payments.

13. Downtime.

Katalys will provide services to allow for 100% uptime for both link activity and content delivery. Katalys cannot be held liable for any link downtime due to hardware or software related issues, or in the event that the landing pages or links provided by the Advertisers are down. The Katalys technical staff will, however, work diligently to resolve any issues in the event that any downtime occurs and will coordinate such efforts, if need be, with the Advertiser.

Though Katalys regularly monitors all links for programs on a scheduled basis, it is strongly recommended that Publishers occasionally check their links once live on their website. Once a link is live on the Publisher’s website, it is the Publisher’s responsibility to inform the Katalys support team at [email protected] within 24 hours of any link problems.

14. Link Tracking Software.

In the event that the Publisher chooses to use a 3rd party tool to check links or otherwise verify links that have been provided by Katalys, it is the Publisher’s responsibility to notify the Katalys support team at [email protected] in the event that such checking may alter reporting results.

Failure to report the usage of such tracking that may alter the reporting for Katalys may result in the termination of the account based on the auditing procedures that are done, which in part focus on Publisher accounts that generate a large number of reported click-throughs with no validation of sales.

16. Email Marketing.

Publishers who promote advertisers via e-mail must adhere to all applicable legislation and regulations governing e-mail marketing in the jurisdictions that the Publisher targets. Katalys advertising links and banners may not be promoted through unsolicited e–mail in any form including, but not limited to, stand-alone e-mail (text or HTML) or newsletters. Spamming is not allowed and all Publishers must comply with the CAN SPAM Act of 2003. Any Publisher found to be generating applications/requests for services and/or sales through unsolicited e-mails will not be paid for those applications/requests/sales. E-mails must contain accurate sender information and subject lines, include functioning Internet-based opt-out mechanism, and not be false or misleading.

Email Campaigns. For all email campaigns, Affiliate must request the “Suppression List” from a Katalys account manager. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Katalys will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Katalys at [email protected]. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Katalys pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Katalys network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Katalys pursuant to this Agreement or otherwise.

17. Chargebacks/ Refunds.

In the event that the Advertiser or Katalys has reported duplicates or other inaccuracies in the reporting of sales or leads, these may be reversed in the Publisher’s account. Chargebacks and/or refunds can occur at any time and can be applied at any time to the Publisher’s account.

If such an event occurs, it is up to the Publisher to contact the support team at [email protected] to find out the reason behind such occurrences.

In the event that such chargebacks occur for sales that have already been paid in full to the publisher, Katalys reserves the right to reverse the credit on future sales or pending payments to the Publisher.

In the event that it is determined that such chargebacks are due in part to fraudulent activity or a violation of the terms and conditions of either the Advertiser’s program or the Katalys Affiliate Network, future payments and/or credits to the Publisher’s account will be reversed and the account will be immediately deactivated.

18. Unauthorized Telemarketing / Offline Marketing.

In order for a Publisher to receive credit for applications/requests and/or sales that are generated from their site, the consumer must personally complete the application/action and agree to the terms and conditions that are set forth by the Advertiser for the product/service for which they are applying/requesting/purchasing. No one other than the consumer can complete an application for that consumer.

Publishers cannot market advertising materials or links provided by Katalys through telemarketing, where their representative/telemarketer collects a consumer’s personal and/or private information for the purpose of using that information to fill out an application, request a service or purchase goods using the Publisher’s advertising link(s).

Any source other than online exposure and approved URL(s), such as printed applications for specific credit card or financial products, requests for services, or the purchase of goods cannot be used for the purpose of having the consumer complete the application/request/purchase so that someone other than the consumer can submit the information online at a later time.

No specific product name or Advertiser name may be used within the text or images for any print advertising campaign.

Publishers who choose to market materials or links through other marketing sources that are not approved by Katalys may result in non–paid applications and/or termination of the account.

19. Fraud / Suspicious Activity.

All accounts are regularly monitored for fraudulent transactions and suspicious activity. In the event that your account is flagged for fraud or suspicious activity by the Katalys Internal Fraud and Suspicious Activity Department (FIFASA), any payment due will be held for a maximum of 120 days while the investigation process is underway, which may involve a multitude of verifications of the publisher account and cross-referencing of data supplied by the merchant. Fraud or suspicious activity in regards to transactions can be caused by a number of instances, such as, but not limited to, breaking the Terms and Conditions of an Affiliate program, using non-approved software applications, using non-approved domains, providing false information during registration, or providing false information once approved.

Katalys holds the right to reduce or completely remove any approved transactions or payments in the event that the Publisher has created a violation to produce such sales or if the publisher is unable to produce evidence to contradict the violation.

Once an action or actions have been determined by the FIFASA Department to be fraudulent or otherwise in violation of the Advertiser’s terms and conditions or the Katalys Publisher Terms and Agreements Policy, the Publisher’s account will be permanently deactivated and banned from applying again to the Katalys network, and any credits shown on the account will be 100% reversed.

In the event your account is deactivated, and you thereafter open another account with Katalys, or have other accounts with Katalys, using the same or similar information, Katalys reserves the right to deactivate all your related accounts and remove any approved transactions or future applicable payments.

In the event you are deactivated from a specific advertiser program from another network, or removed from that network entirely, and then come through Katalys to promote programs that you were previously removed from promoting, Katalys holds the right to deactivate your entire account, and remove any pending future payments on transactions, for all programs that you violated such actions.

20. Capturing User Information.

Publishers are not allowed to alter the sub-tracking code or otherwise use software or any means designed to capture personal identifiable information of online visitors that would then be viewable to Katalys.

Publishers are not allowed to request that visitors to their site complete any form that may be hosted on the Publisher’s website or a third-party service, through which the user’s information will be redirected or otherwise used to generate a lead or sale for the Advertiser program.

All leads and sales for Advertiser programs must be completed on the Advertiser website or through the link that is provided from Katalys. Any alterations to misdirect or otherwise pass information to the application process of the Advertiser form will result in the immediate termination of the Publisher account, and all credits will be reversed.

21. Termination.

The Network retains the right in its sole discretion to terminate the Publisher’s account at any time, and for any reason that the Network sees fit or for no reason. Publishers are not bound to Network usage and can close their account with 72 hours’ notice to Katalys for standard link usage. The right to terminate does not apply to any special agreements, such as Insertion Orders, Bonus Offers, or any other written agreement between the Publisher and Katalys, which may include special pricing and/or placements, that said agreements have including specific terms that apply during the time period of that agreement.

Any pending payments that are due to the Publisher will be paid thereafter until current payment balance owed to the Publisher is made in full and it is determined that no fraudulent activity or chargebacks occurred per the transactions generated by the Publisher’s account. In the event it is determined there was fraudulent activity on the Publisher’s account, this will void any and all current or future payments owed to the Publisher.

Publisher understands that once an account is closed, all advertising links will be expired, all Advertiser relationships will be closed, and previous historical information such as sales and click-thru data may not be available.

In the event that the Publisher wishes to re-open their account, they will be required to complete a new registration. In the event that the account is deactivated due to suspicious or fraudulent activity, payments will be held during investigation.

20. Mutual Indemnification.

Affiliate hereby agrees to indemnify, defend and hold harmless Katalys and its Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Katalys or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links), your breaches of this Agreement which result in claims made by Advertisers as against Katalys.

Katalys hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a claim that Katalys is not authorized to provide you with the Links.

23. Advertiser-Specific Terms and Conditions.

Publishers are to adhere to all Advertiser-specific terms and conditions that are detailed by an individual program’s Advertiser and described within that program’s Agreement & Terms tab on Katalys.

24. E-Mail Communications from Katalys.

Katalys newsletters generally pertain to new affiliate advertising opportunities, increased payouts, and important product changes. The email address that we will be sending updates and compliance issues from is [email protected]. Please add it to your address book so that it is not blocked by Spam filters. These notices can also be viewed once you log into your account.

You can opt-out anytime in receiving emails from Katalys for notifications of new promotions, new Affiliate programs added to the network, network enhancements, new services of Katalys, and other crucial information that may benefit you and your website.

However, you will continue to receive emails in regards to any program for which you are approved, as this is a requirement of the Advertiser and/or Katalys terms and conditions. In the event that you no longer wish to receive such emails, you will need to drop the program and discontinue promoting it.

25. Promotional Offers.

Katalys may at times offer promotional cash bonuses for new or existing clients. These offers are only available for limited periods of time for those who choose to take advantage of the promotion during the time that the offer is being presented. Once the client meets the requirement of the promotional offer, the promotional bonus will be applied to the client’s check within 30 days. Promotional offers are only applied to valid sales or leads, and they cannot be combined with other promotional offers or transferred to other clients. Katalys reserves the right to cancel any promotion that is being published to new or existing clients who have not locked in the promotion to their Katalys account. Publishers can choose to opt-out of the promotional emails sent about new products and programs. If you would like to opt-out of these newsletters, please unsubscribe from the email.

26. Publisher Referral Program.

The Publisher will earn a standard 3% of any profit generated to the network from Publishers they refer that are approved for the Katalys Network and programs within the Network. For example, if the Publisher that was referred generates $1,000 in network profit in a month, then $30 will go towards the Publisher account that referred the new client. This payment amount will last for the first 12 months after the new referred Publisher has joined the Network.

In the event that a promotional tier level program is offered, the Publisher tier earnings referral rate will be based on the promotional details per the period in which the offer is provided.

There is no minimum amount to be earned, though payments are not issued to Publishers unless there is a minimum of $500 in earned referrals. Payments are made during the next payment period for the Publisher.

The maximum referral amount, regardless of any promotional material sent out, is up to 10% of the Katalys profit.

At times our accounting may need to make adjustments to payouts, such as, but not limited to incorrect amounts appearing for payouts for referred Publishers, 10% thresholds being exceeded, fraud, etc. In the event such an occurrence takes place, we will notify the Publisher prior to sending out payments.

Earnings are only paid out on approved sales or leads. In the event that the merchant reverses the sales, due to returns or other adjustments, the referral earnings will be adjusted accordingly.

It is the Publisher’s responsibility to provide the proper link to referred Publishers. Those Publishers must register with the link to allow for proper tracking of revenue back to the original Publisher who recruited the additional Publishers.

Publishers at this time must use the referral link located in the referral report of https://manage.Katalys.com to refer Publishers, and these Publishers must be approved by Katalys in writing.

In the event that the referred Publisher is already approved for the Katalys Network prior to the referral made, the Publisher’s revenue cannot be tagged to the referring Publisher account.

In the event it is determined that the Publisher account is fraudulent or has otherwise not abided by the terms and conditions of Katalys or merchant accounts, in addition to the Publisher account being terminated, all earned referral revenue will also be forfeited.

Katalys holds the right to make adjustments to this referral program, such as, but not limited to – revenue tier levels, earning payment % thresholds, etc. In addition, Katalys reserves the right to discontinue the Publisher Referral Program at any time with 30 days’ notice to all Publishers. Any earned revenue, prior to the announcement, will be paid to the Publisher if the Publisher is abiding by all terms and conditions.

Publishers approved for this program understand that a portion of their revenue will appear in the referring account, though no product specific pricing or other confidential information, aside from company name and shared revenue earned, will appear.

27. Change in the Terms and Conditions.

Katalys reserves the right to change any of the Terms and Conditions and other policies of the Katalys Affiliate Network at any time and without notice to the Publisher. It is up to the Publisher to regularly review the Terms and Conditions and policies that are set forth in this Agreement to make sure that the Publisher is abiding by all the said Terms and Conditions and other policies.

28. Promotional Advertisements.

any promotion offered by Katalys to a Publisher, whether contests, additional payouts, tier levels, etc., must be reflected in a written agreement between the parties. Publisher understands that Katalys has the right to modify these terms and payout conditions. Publisher understands that Katalys cannot be held liable for any incorrect advertising, or non-specific promotions. In addition, Katalys will do its best to make sure all payouts are accurate in the system for all Advertiser programs, but in the event there is a miscalculation, incorrect payout, regardless if a promotional, or standard payout, and regardless for the reason, whether due to automations, human error, or outside sources, Katalys will not honor any payout discrepancies. It is up to the Publisher to confirm with the affiliate manager any payout for any program prior to any media launch, or otherwise.

29. Trademark Bidding.

Trademark bidding per search engines on the company name is not allowed, in addition, there may be other keyword terms that an Advertiser does not allow, Publisher must be sure that it does not do any PPC bidding for non-allowed keyword terms. Failure of publisher to comply will result in it being removed from the Katalys Network and Katalys will retain any earnings if Publisher has violated any Advertiser Terms and Conditions.

30. Verbal and Written Communications.

The Katalys Terms and Conditions supersede any communications provided by any employees or representatives of Katalys.

31. Katalys Marketing.

Publisher agrees that Katalys may identify it as a Katalys Publisher in client lists and may use Publisher’s name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher’s name and/or logo not otherwise described or contemplated herein shall require Publisher’s prior written consent.

32. Confidentiality.

Except as otherwise provided in this Agreement or with the consent of Katalys, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

33. Non-Circumvent.

In addition to the obligations to maintain confidentiality as provided for in the herein, you covenant and agree not to circumvent the provisions of this Agreement by directly engaging in a business relationship with Advertisers with whom you did not have a preexisting relationship and with whom you associated with as a result of this Agreement or Katalys. Katalys may terminate your Agreement for violation of this covenant.

Notwithstanding the foregoing, to the extent that Publisher can show that any such Advertisers already had a relationship prior to the date of the first AMP executed by the Advertiser with Katalys, then Publisher shall not be prohibited from continuing such relationship. Publisher agrees that a breach of this Section 33 will cause irreparable damage to Katalys, the exact amount of which will be difficult or impossible to determine, and that remedies at law for such breach may not be adequate. Accordingly, in the event of a breach of this Section 33, Katalys shall be entitled to:

injunctive relief (including temporary and preliminary relief) without the requirement to post a bond;

liquidated damages from Publisher in the amount equal to the greater of: (i) one hundred percent (100%) of the fees paid by Advertiser to the subject Publisher and/or Affiliate, as applicable, for the prior twelve (12) month period; or (ii) the average monthly fees paid by Advertiser to the subject Publisher and/or Affiliate, as applicable, multiplied by twelve (12). Publisher acknowledges that because actual damages are difficult to currently estimate, these liquidated damages are a reasonable estimate of the anticipated or actual harm and shall be construed as a compensation, not as a penalty; and

any and all other remedies available to Katalys at law or in equity.

34. Disclaimers.

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KATALYS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. KATALYS DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. KATALYS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. KATALYS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

35. Limitation of Liability.

IN NO EVENT SHALL KATALYS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF KATALYS. IN NO EVENT WILL KATALYS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT KATALYS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. KATALYS’ CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY KATALYS IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

36. Governing Law & Miscellaneous.

Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Katalys to enforce the terms of this Agreement. This Agreement contains the entire agreement between Katalys and Affiliate with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Katalys shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Katalys “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Katalys’s prior written consent. Katalys may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

37. Choice of Law/Venue.

The Agreement shall be construed in accordance with and governed by the laws of the State of California. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to the jurisdiction of either a United States District Court for in California or any California State court of competent jurisdiction, located in San Diego County in California, and further agrees to comply with all the requirements necessary to give such court jurisdiction. By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 08-18-2023.

Contact Information

Katalys

315 S. Coast Highway 101 #528

Encinitas, CA 92024

Email: [email protected]