Terms and Conditions for Kiwify US Inc. Buyers and Vendors

Kiwify US Inc. ("Kiwify") operates the sales platform located at kiwify.com (the "Platform"), which enables buyers to purchase Infoproducts exclusively from Kiwify. The Sales Platform also enables third-party advertisers ("Affiliates") to promote Infoproducts. The program through which Affiliates promote Infoproducts is referred to here as the "Affiliate Program".

The following General Terms and Conditions (the “GTC” or “Agreement”) constitute a binding agreement between Kiwify, acting as the Merchant of Record, and its Vendors, Affiliates, and Buyers (collectively referred to hereinafter as “Contractual Partner”). By enabling an Infoproduct for sale, the Contractual Partner confirms that it has read the Agreement and expressly consents to all the terms and conditions contained herein, including Kiwify's responsibilities as the Merchant of Record, and any additional terms and conditions specified on the Sales Platform. Through these Terms, the Buyer who places an order to purchase an Infoproduct authorizes Kiwify to purchase the Infoproduct from the Vendor in the country where the Vendor is resident. After purchasing the Infoproduct from the Vendor, Kiwify subsequently sells the Infoproduct to the Buyer in the country where they are domiciled.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. BUYERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND KIWIFY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 11 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

BY PLACING AN ORDER FOR INFOPRODUCTS FROM THE SITE, REGISTERING AN INFOPRODUCT OR OTHERWISE USING THE SERVICES, YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICES NOR ORDER OR OBTAIN INFOPRODUCTS FROM THE SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM OR ARE NOT CAPABLE OF FORMING A BINDING CONTRACT WITH KIWIFY, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.

If You are accessing and using the Services or purchasing/selling Infoproducts on behalf of a company (such as your employer) or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms. In that case, “You” and “Your” will refer to that entity.

1 - Term; Termination; and Withholdings for Breach and Suspected Breach

This Agreement shall commence on the date that the Contractual Partner submits an application and Kiwify accepts such application. The Contractual Partner must accurately complete the registration process to become an Affiliate or Vendor, as applicable. Kiwify may accept or reject users at its sole discretion for any reason or no reason. Kiwify may, at its sole and absolute discretion, terminate its relationship with the Contractual Partner and revoke access to the Sales Platform and/or Affiliate Program for any reason or no reason, with or without notice. These Terms will automatically terminate if: (i) you fail to comply with any of the Terms; or (ii) you cease all use of the Services. Termination in these events shall be effective immediately without notice.

In the event this Agreement is terminated by either party, the Contractual Partner shall immediately cease using Kiwify's Sales Platform and any related services, cease using any Kiwify links or order forms, and return or destroy all of Kiwify's Confidential Information. Within 30 days of termination, the Contractual Partner shall provide written certification that they have returned or destroyed all of Kiwify's Confidential Information.

Upon termination, the Contractual Partner shall no longer be entitled to compensation of any kind. Except as provided in this section, Kiwify will pay any unpaid Vendor Payments, Affiliate Commissions, or other types of payments in accordance with this Agreement.

In the event that the Contractual Partner breaches this Agreement, or if Kiwify suspects that the Contractual Partner has breached this Agreement, the Contractual Partner shall forfeit any unpaid Vendor Payments, Affiliate Commissions, or other types of payments otherwise due from Kiwify. Alternatively, Kiwify, at its sole discretion, may elect to withhold unpaid Vendor Payments and Affiliate Commissions, or deduct the amount of previously paid Affiliate Commissions and Vendor Payments to the Contractual Partner from future payments due to the Contractual Partner (collectively, the "Withholding") if: (1) Kiwify suspects or determines, in its sole discretion, that the Contractual Partner has breached this Agreement or violated any applicable law, rule, or regulation; (2) Kiwify receives any complaints about the Contractual Partner that Kiwify reasonably believes to indicate a breach of this Agreement or violation of any applicable law, rule, or regulation; or (3) Kiwify determines, in its sole discretion, that Kiwify paid Affiliate Commissions or Vendor Payments to the Contractual Partner as a result of the Contractual Partner’s breach of this Agreement or violation of any applicable law, rule, or regulation. The Withholding shall be used to offset Kiwify's actual or potential losses and liabilities, including but not limited to Kiwify's attorneys' fees and costs, as a result of the Contractual Partner’s breach of this Agreement. The Withholding is in addition to any other rights and remedies in law or equity that Kiwify may have as a result of the Contractual Partner’s breach of this Agreement.

2 - Representations and Warranties

A. Vendors

Vendor represents and warrants that:

1. Vendor has full right and authority to enter into this Agreement.

2. Vendor's Infoproducts shall comply with all applicable laws, rules, and regulations, the Infoproducts shall be suitable for the uses for which the Infoproduct is normally intended,

3. Vendor shall comply with all applicable laws, rules, and regulations related to the sale and marketing of Vendor's Infoproducts, ensuring compliance with Brazilian legislation and the country of residence of the Buyer; including, without limitation, the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission's Telemarketing Sales Rule, the CAN-SPAM Act of 2003, and all state anti-spam laws, such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act and state mini-TCPA statutes, state and data privacy regulations, such as the Children's Online Privacy Protection Act, the California Online Privacy Protection Act, and the California Consumer Privacy Act, and the California Health and Safety Code Section 25249.6 (“Proposition 65”), and any other applicable federal, state, and local consumer protection laws, regulations, and standards.

4. Vendor is the holder of all rights in the Infoproducts offered for sale, and the Vendor either owns or has the legal right to use and distribute all content, copyrighted material, intellectual property in marketing materials Vendor uses to market Vendor's Infoproducts. This includes, but is not limited to, Infoproduct descriptions, Infoproduct information, images, Buyer’s reviews, any other materials on Vendor's website, as well as the content or information provided to Kiwify under this Agreement.

5. Vendor shall prominently post and make available to end-users on Vendor's website, a privacy policy in compliance with all applicable laws that clearly, conspicuously, and accurately discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with this Agreement and the provision of such personally identifiable information to Kiwify.

6. Vendor shall comply with the terms, conditions, guidelines, and policies of any third-party services used by Vendor in connection with this Agreement, including but not limited to, email providers, social networking services and ad networks, including without limitation, any terms of service, privacy policy, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, guidelines, or principles and policies, provided that these comply with applicable laws, rules, and regulations.

7. Vendor has disclosed to Kiwify, prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by any federal or state governmental or regulatory body or agency, or any industry regulatory authority against Vendor.

8. Vendor shall notify Kiwify of any complaint received by Vendor regarding any Infoproduct, Promotion, or advertisement used in connection with Vendor's Infoproducts within twenty-four hours of receiving such complaint.

B. Affiliates

Affiliate represents and warrants that:

1. The Affiliate shall comply with all applicable laws, rules, and regulations when promoting the Vendor's Infoproducts, including, but not limited to, the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003, and all state anti-spam laws such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act, and state mini-TCPA statutes, as well as state and data privacy regulations such as the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act, the California Consumer Privacy Act, and the California Health and Safety Code section 25249.6 (“Proposition 65”), and any other applicable federal, state, and local consumer protection laws, regulations, and standards.

2. The Affiliate shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of the Vendor (including the names of branded Infoproducts) except with the written permission of the Vendor, as applicable. Furthermore, the Affiliate shall not promote or provide services to any other business or person that uses any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of the Vendor (including the names of branded Infoproducts) except with the written permission of the Vendor, as applicable. Except to the extent that a third party has given written permission, the Affiliate shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of any third party.

3. The Affiliate shall not misrepresent the Vendor or its Infoproducts. The Affiliate shall not make any claim about the features, attributes, characteristics, efficacy, actual or anticipated results, or other qualities of any of the Vendor’s Infoproducts (collectively, “Advertising Claims”) unless the Vendor has provided such Claims to Kiwify specifically for the Affiliate to use in Promotions. The Affiliate shall defend, indemnify and hold Kiwify harmless, and assume full and sole responsibility, for Advertising Claims used in any Promotion that the Vendor and/or Kiwify did not provide and/or approve for the Affiliate’s use.

4. The Affiliate shall comply with Kiwify’s return and cancellation policies and any other applicable terms and conditions of sale. The Affiliate shall not promote any Infoproduct in a manner that suggests, whether explicitly or implicitly, that the Buyer's purchase is subject to terms that are different from Kiwify’s return policy, cancellation policy, or any other applicable terms and conditions without Kiwify’s prior express written consent.

5. The Affiliate has disclosed to Kiwify, prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by any federal or state governmental or regulatory body or agency against the Affiliate.

3 - Advertising Rules and Restrictions

A. General Restrictions

In addition to the Contractual Partner's obligations under this Agreement, no marketing content published or otherwise distributed by the Contractual Partner shall:

1. Contain content that is an invasion of privacy, degrading, libelous, illegal, deceptive, profane, obscene, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of Kiwify;

2. Generate malicious, false, or deceptive pop-ups or exit pop-ups;

3. Generate leads that are not initiated by the affirmative acts of a Buyer (i.e., the Buyer clicking on the Promotion);

4. Promote any illegal activity, including, without limitation, gambling, illegal substances, software piracy, or hacking;

5. Promote violence, discrimination based on protected characteristics, sexual content, alcohol, tobacco, prescription or over-the-counter drugs; or

6. Spoof, or redirect, traffic to or from any adult-oriented websites or other websites not specifically designated by the Vendor and/or Kiwify, as applicable, as a landing page.

B. Additional Prohibited Actions

In addition to the Contractual Partner’s obligations under this Agreement, the Contractual Partner shall not:

1. Incentivize lead generation by offering incentives, including, but not limited to, points, rewards, cash, or prizes, to Buyers in exchange for their response to a Promotion;

2. Use surveys;

3. Serve advertisements or direct traffic to advertisements using any adware, spyware, plug-ins, popups, pop-under technologies, or similar downloadable applications, or use offer walls of any kind unless authorized by Kiwify;

4. Not use malware, cloak IP addresses, or generate proxy server traffic;

5. Use the Affiliate Program as a rebate system;

6. Broker Promotions to any networks or any third parties without Kiwify’s prior written permission;

7. Infringe intellectual property or personal rights of any third party (including any variations or incorrect spellings of third-party brands and/or brand names in any domain names, usernames, or other descriptions); or

8. Engage in consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming), or other illegal sales activities that violate applicable provisions of law.

4 - Vendor Infoproduct Sales

A. Application/Account Creation and Infoproduct Registration

The vendor must create an account and submit an application to access the Sales Platform. By creating an account, you warrant that the information provided is truthful and accurate and that the vendor is not misrepresenting their identity. Kiwify will review the vendor's information and may, at its sole discretion, determine whether to allow the vendor to access the Sales Platform. The vendor is responsible for maintaining the confidentiality of any credentials used to access the vendor's account, and agrees not to transfer the vendor's password or username, or lend or otherwise transfer the use of or access to the vendor's account to any third party. The vendor is fully responsible for all transactions with, and information conveyed to, Kiwify under the vendor's account. The vendor agrees to immediately notify Kiwify of any unauthorized use of the vendor's credentials or any other breach of security related to the vendor's account. The vendor agrees that Kiwify is not liable, and the vendor will hold Kiwify harmless, for any loss or damage arising from the vendor's failure to comply with any of the foregoing obligations.

B. Infoproduct Registration

Upon creating an account, the vendor will be able to set up and register individual Infoproducts for sale using the Sales Platform. Instructions for Infoproduct setup can be found on Kiwify's website. The vendor authorizes Kiwify to list all Infoproducts registered by the vendor for sale via the Sales Platform in a searchable online Infoproducts marketplace operated by Kiwify and to offer them for sale to Buyers. 

At any moment, Kiwify may, at its own discretion, for any or no reason, with or without notice to the vendor and without liability for contractual penalties or claims, delete and remove Infoproducts from the Sales Platform marketplace.

C. Sale of Infoproducts to Buyers

After registering the Infoproduct, if a Buyer completes an order, we will purchase the corresponding Infoproducts from the Vendor. This purchase will be considered complete and finished the moment the buyer abroad formalizes, with Kiwify INC., a purchase order of the Infoproducts. Kiwify will then resell the Infoproducts directly to the Buyer. Upon completion of the order, Kiwify will notify the Vendor of the Buyer's order by email, API, or some other mutually agreed method.

Kiwify will provide the Vendor with a link that the vendor may integrate into its sales page ("Link"). Buyers who view the Vendor's sales page and choose to purchase the Infoproduct will be directed to the Sales Platform to complete the order. If a Buyer completes an order on the Sales Platform, Kiwify will purchase the corresponding Infoproduct from the Vendor. Kiwify will then resell the Infoproducts directly to the Buyer. Upon completion of the order, Kiwify will notify the Vendor of the Buyer's order by email. Kiwify will pay the Vendor directly for the Infoproduct. Kiwify's fee for any Infoproducts sales will be reflected in the Sales Platform and expressly incorporated into this Agreement.

The Vendor must make the Infoproduct directly available to the Buyer. The Vendor is not permitted to substitute the purchased Infoproduct. All order forms, receipts, and order confirmation forms must reflect that the Buyer purchased the Infoproduct directly from Kiwify. For the avoidance of any doubt, the Buyer's contract to purchase the Infoproduct shall be between Kiwify and the Buyer.

D. Vendor Obligations

In addition to the obligations already described, the Vendor must:

1. Provide a valid email address that Kiwify can use to send inquiries that must be answered by the end of the next business day. The Vendor must provide Kiwify with a non-automated response within one business day. The Vendor must inform Kiwify of all complaints based on a violation of terms and conditions or legal violations that become known in relation to an Infoproduct within two business days. This reporting obligation also applies to the threat of filing complaints. The Vendor must support Kiwify in responding to any complaints by taking all necessary steps and appropriate actions at the Vendor's expense.

2. Comply with applicable laws and regulations concerning the collection of taxes associated with Infoproduct purchases, which may vary by country. The Vendor must assume full responsibility for the timely payment of any taxes due.

3. Be responsible for paying all taxes, fees, expenses, and Losses charged in Brazil and/or abroad, related to the Assignment and Export of Infoproducts, and it is authorized for Kiwify to directly withhold these amounts from the Content Creator's account;

4. Issue regular invoices to Kiwify INC. for the Assignment of the Infoproducts;

5. Fully assume responsibility for all damages and losses caused to Kiwify by the designated Buyer, being authorized for Kiwify to directly withhold the amounts of these damages and losses from the Content Creator's account;

6. Take full responsibility for acts that result in fines or penalties that may be applied in Brazil or abroad resulting from the Infoproducts made available, being authorized for Kiwify to directly withhold the amounts of these fines or penalties from the Content Creator's account;

7. Indemnify Kiwify for the payment of any amounts arising from the Assignment and/or the availability of the Infoproduct abroad;

8. Fully assume the risk of chargeback and default by the designated Buyers, including through chargeback alert tool(s) used by Kiwify;

9. Fulfill all promotions or incentives that the Vendor promises to Affiliates. The Vendor must forgo incentives or promotions for Affiliates without an express statement that they are exclusively provided by the Vendor and not by Kiwify.

E. Vendor Payments

The Vendor must specify a non-binding price recommendation for the net sales price of each Infoproduct. Once an Buyer completes a purchase of the corresponding Infoproduct, Kiwify will pay the Vendor an amount based on the non-binding price recommendation, plus the tax due for the specific sale to the Buyer (“Sales Price”), minus a fee from Kiwify according to the current Kiwify price list or separate agreement with the Vendor concerning a specific Infoproduct (“Vendor Payments”).

In addition to the established payment to the Vendor based on the non-binding price recommendation, the following fees will be applied to the Sales Price:

• A fee of 8.9% plus $1 (one US dollar) per transaction.

• Security Reserve: A security reserve corresponding to 10% of the sale value will be retained for a period of 45 days as a preventive measure against possible chargebacks or disputes.

• Payout: After deducting the mentioned fees and any other applicable debits, 90% of the net sale value will be released to the Vendor, this amount being made available 7 days after the sale confirmation.

Vendor Payments will be issued to the Vendor through the payment method specified at the time of account creation. Ninety percent (90%) of the transaction value will be issued within 7 days from the date of purchase by the Buyer, or in the time period specified on the Sales Platform or otherwise agreed upon by the Parties. Without limiting the above, Kiwify reserves the right to extend the period in which it issues refunds and accepts returns from Buyers, up to 365 days after the purchase date, in which case the Vendor will not receive Vendor Payments until such refunds and returns are processed by Kiwify.

Regardless of anything in this Agreement or on the Sales Platform to the contrary, Kiwify expressly reserves the right to withhold a percentage of Vendor Payments for an additional period to account for potential or anticipated Buyers chargebacks, refunds, and returns. Kiwify reserves the right to extend the time for disbursement of Vendor Payments if it considers that the quantities of an Infoproduct sold are low in relation to the Infoproduct price.

In the event a Buyer requests a return or refund, or initiates a chargeback for the Infoproduct, Kiwify will deduct the corresponding amount, including a transaction and chargeback fee, from Vendor Payments for such returns, refunds, or chargebacks. Kiwify reserves the right to withhold Vendor Payments in whole or in part if it suspects that the Contractual Partner has violated this Agreement, or any applicable law, rule, or regulation, or if the Vendor’s Infoproducts are suspected or deemed to be defective, or if the Vendor offers insufficient Infoproduct access or support, as determined by Kiwify at its sole discretion.

In the case of Brazilians selling abroad, the Content Creator declares to understand and agree that, in the case of transactions with foreign currency, the final balance to be redeemed from the values resulting from their sales may be impacted by causes beyond the responsibility and control of Kiwify, such as the applicable daily exchange rate, the foreign exchange variation between the dates of sales and withdrawals in Reais, the currencies involved in processing, the exchange rules of institutions (financial or otherwise), taxes or fees charged by third parties.

Kiwify is not responsible for the services provided by third parties in the processing of currency conversion and withdrawal. Kiwify is not liable for any material or immaterial damages resulting from third-party services in the processing of currency conversion and withdrawal.

5 - Affiliate Program

Affiliates may advertise an Infoproducts and thus promote sales of such Infoproduct (engage in “Promotions”) as part of the Affiliate Program. For such activities, the Affiliate will receive a commission from Kiwify ("Commission") that is specified for the promoted Infoproduct on the Sales Platform.

A. Promotions

Vendors may provide links that the Affiliate may use to promote the Infoproducts. Vendors may make available to Affiliate graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Promotion that Affiliate may display on websites owned or controlled by the Affiliate, in emails sent by the Affiliate, and in Affiliate’s online advertisements. Kiwify may, at its sole and absolute discretion, terminate or change any Promotion, and deactivate, change or remove any link for any or no reason.

The Affiliate must discontinue use and dissemination of the Promotion and Link immediately upon Kiwify’s request.

B. Affiliate Commissions

The Commission paid to the Affiliate will be specified on the Sales Platform for the corresponding Infoproducts and Promotions. The Affiliate's Commission is based on the Infoproduct to be marketed and will be agreed upon individually and may be calculated based on the Sales Price. Except for Promotions designated as "Cost Per Action," if a Buyer returns, requests a refund, or initiates a chargeback for a Infoproduct, Kiwify will deduct the corresponding amount from the Affiliate’s Commission. Except for Promotions designated as "Cost Per Action," if a chargeback, refund, or return is initiated after the corresponding Commission has been paid to the Affiliate, Kiwify reserves the right to deduct such amount from future Commissions to the Affiliate. The Affiliate will not receive a Commission if the Affiliate is also a Vendor and buys its own Infoproduct.

C. Restrictions on the Use of Third Party Affiliates

The Contractual Partner represents and warrants that it will not use sub-affiliates, third party affiliates, or its own network, each a "Third-Party Affiliate," for the purposes of this Agreement, without Kiwify’s prior written consent. Without limiting the foregoing, the Contractual Partner shall not broker Promotions to any Third-Party Affiliate, or to any directly enrolled affiliates, without Kiwify’s prior written permission. If Kiwify permits the Contractual Partner to engage its affiliate network (the "Network") to provide services under this Agreement (including placing Promotions for access and use by affiliates in the Network), then the provisions set forth below apply.

The Contractual Partner shall contractually bind all of its Third-Party Affiliates to all terms of this Agreement. Thus, the Contractual Partner shall require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, terms substantively identical to this Agreement prior to obtaining access to the Promotions. If a Third-Party Affiliate fails to adhere to the requirements set forth herein, in addition to other remedies available to Kiwify, the Contractual Partner may be terminated at Kiwify’s sole discretion, and the Contractual Partner shall indemnify Kiwify for any resulting third party claims against it.

The Contractual Partner shall not permit any party to be a Third-Party Affiliate whose advertising or business model involves content or marketing channels prohibited by this Agreement.

The Contractual Partner agrees that for the purposes of this Agreement, the acts and omissions of its Third-Party Affiliates shall be deemed the acts and omissions of the Contractual Partner, regardless of whether such Third-Party Affiliates are bound to this Agreement or any other agreement. The Affiliate is responsible for any Third-Party Affiliate’s breach of this Agreement, regardless of whether Third-Party Affiliates execute this Agreement or any other agreement. Without limiting the foregoing, the Contractual Partner shall defend and indemnify Kiwify for any act or omission by any Third-Party Affiliate.

The Contractual Partner shall periodically audit Third-Party Affiliates, and permit Kiwify to audit Third-Party Affiliates upon written request, to ensure Third-Party Affiliates are in compliance with the law and this Agreement. The Contractual Partner shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. Without limiting the foregoing, at Kiwify’s request, the Contractual Partner shall provide reasonable assistance to enable Kiwify to monitor compliance with all applicable laws and provisions under this Agreement.

Upon written notice from Kiwify, the Contractual Partner shall immediately remove any Third-Party Affiliate from disseminating the Promotions or providing services in connection with this Agreement, and terminate their access to the Promotions.

The Contractual Partner agrees that Kiwify is under no obligation to pay a Third-Party Affiliate. Kiwify further reserves the right to withhold or refuse Commissions to the Contractual Partner, and charge back or obtain a refund from the Contractual Partner for previously paid Commissions, in the event that any of its Third-Party Affiliates breach this Agreement or the law.

6 - Intellectual Property Rights

Pursuant to these terms and conditions, Kiwify grants the Contractual Partner a non-exclusive, non-sublicensable, revocable license that allows the Contractual Partner to use the Sales Platform, including the web server, computers, and networks available at Kiwify, used to make such website available for the purposes set out in this Agreement, exclusively for the purpose of providing the Infoproducts to Buyers. All rights not granted herein are reserved. The Contractual Partner is not permitted to, and shall not, use the name, trademarks, service marks, or other intellectual property rights belonging to Kiwify in any form that creates the impression of being a part of or approved by Kiwify without the express, prior, and written consent of Kiwify. Any authorization granted by Kiwify may be revoked at any time, for any reason. Kiwify grants the Contractual Partner limited, revocable authorization to use the names “Kiwify” and “Kiwify.com” exclusively as a watermark; in descriptive text on a website as a keyword; as a search term; as a seeding element for a web search engine; in metatext or in hidden text; as a sub-domain or domain name at a secondary or tertiary level; and to identify Infoproducts or in connection with advertising.

The use of any Infoproducts acquired in accordance with these Terms of Use shall be limited to the jurisdiction of residence of the Buyer.

The Vendor grants Kiwify a non-exclusive, irrevocable, sublicensable, worldwide right to use and exploit the Infoproduct and corresponding advertising material comprehensively, particularly for the purpose of commercial marketing. This grant expressly includes all forms of offering and promoting the Infoproducts online, particularly including them in fee-based or free online services, price search engines, blogs, and websites. Vendor grants Kiwify the following additional rights of use: authorization to allow the Buyer to permanently store the Infoproduct; the right of duplication, making publicly accessible and dissemination, i.e., the right to duplicate, make publicly available, or publicly perform the Infoproduct with the aid of any available technical capabilities, particularly by means of digital integration into a website operated by Kiwify; the right to make available on demand, i.e., the right to store the Infoproduct, to hold it ready for public access, to transfer it to one or more persons who seek access and to analog or digital electronic databases, electronic data networks, and telecommunications services networks; the right to public performance; and the right to modify the Infoproduct itself or have it modified by third parties subject to the preservation of author's rights, to edit the Infoproduct, particularly for purposes of integrating the Infoproduct into the Sales Platform. In connection with the performance of this contract, the Vendor grants Kiwify the right to use the respective titles of the Infoproduct as well as names, logos, images, trademarks, and business designations both of the Vendor and the author of the Infoproduct expressly for promotional purposes. Without limiting the foregoing, the Vendor grants Kiwify the right to sublicense the rights granted herein.

You acknowledge and agree that Kiwify is and will remain the sole and exclusive owner of all patents, utility models, industrial designs, copyrights, trademarks, dress rights, rights to new creations, trade secrets, software, integrated circuits, domain names, and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction, including any applications for registration. This also covers inventions, expressed ideas, expressed concepts, discoveries, developments, research, technologies, intellectual works, industrial secrets, software and its source code and object code, firmware, audiovisual content, tools, processes, techniques, technical know-how, data, plans, devices, apparatus, specifications, drawings, prototypes, circuits, layouts, new inventions, algorithms, programs, codes, documentation, and any other tangible or intangible material or information, including all their versions, modifications, improvements, and derivative works. The family of trademarks, service marks, and other marks of indication of Kiwify, including all related names, logos, Infoproduct names, designs, and slogans, are trademarks of Kiwify or its affiliates or licensors. The use of such marks without the prior written permission of Kiwify is strictly prohibited.

7. Confidentiality

The Contractual Partner may have access to Kiwify's confidential information ("Confidential Information") as part of this Agreement. Confidential Information includes, but is not limited to: the identity of other contractual partners, information about buyers, information about physical and data security, technical data, Kiwify market statistics and sales data, know-how, information about business processes, methods and marketing strategies, the existence and terms of this Agreement, Kiwify’s business and financial information, data reports, research, Infoproduct plans, email mailing lists, marketing plans, software developments, inventions, processes, designs, drawings, hardware configuration information, marketing or financial data, Buyer and Vendor lists, and pricing and sales information. This Confidential Information also includes Kiwify’s trade secrets. Except as necessary to fulfill its obligations under this Agreement, the Contractual Partner may not use or disclose Confidential Information to third parties without the prior express written consent of Kiwify. The Contractual Partner shall not disclose to any third party, nor permit any other person or entity access to, the Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of the Contractual Partner to perform its obligations under this Agreement. The Contractual Partner shall use at least the same degree of care, but not less than reasonable care, to prevent the disclosure of Confidential Information to third parties. Confidential Information may not be used to divert, advertise to, or market to Kiwify Buyers regarding Infoproducts or services that directly or indirectly compete against Kiwify or Kiwify services, including the marketplace function.

The Contractual Partner shall immediately notify Kiwify in writing of all circumstances surrounding any unauthorized possession, use, access, knowledge, or disclosure of Confidential Information. If Confidential Information is required to be disclosed by operation of law via a third party or court request, such as a subpoena requesting the Contractual Partner to disclose such information, the Contractual Partner shall immediately inform Kiwify in writing sufficiently in advance of disclosure to allow Kiwify to challenge the disclosure, before the time commanded to produce or disclose such Confidential Information. The Contractual Partner agrees to cooperate in whatever way Kiwify requests to attempt to protect Confidential Information from disclosure by operation of law. The Contractual Partner agrees that its obligations in this section are necessary and reasonable to protect Kiwify and its business, and the Contractual Partner agrees that the remedy of damages would be inadequate to compensate Kiwify for any breach by the Contractual Partner of its obligations set out in this section. Accordingly, in addition to any other remedies that might be available, Kiwify shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Contractual Partner, without limiting any other rights and remedies to which Kiwify may be entitled.

"Confidential Information" does not include suggestions, submissions, comments, ideas, concepts, informational materials, and feedback ("Feedback") sent to Kiwify by the Contractual Partner. The Contractual Partner grants Kiwify and its licensees a global, perpetual, irrevocable, non-exclusive, royalty-free, and transferable license, which may be sublicensed, to reproduce, present publicly, distribute, perform, broadcast, edit, modify, alter, and publish, as well as for the sale, commercial use, exploitation, and disclosure of such information for any purpose and in any form in any currently-known media. By transmitting any Feedback to Kiwify, the Contractual Partner represents and warrants that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that the Contractual Partner has all rights necessary to convey to Kiwify and enable Kiwify to use such Feedback.

8. Indemnification

A. Vendors

The Vendor must indemnify, defend, and hold harmless Kiwify and its subsidiaries, affiliates, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assignees against all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney fees and related costs (collectively "Claims"), that: (a) arise from the acts or omissions of the Vendor, Affiliate, Third-Party Affiliate, or any other third party; or (b) arise from or are related to the breach or non-compliance with this Agreement by the Vendor, Affiliate, Third-Party Affiliate, or any other third party. If any Claim is brought against Kiwify concerning any allegation for which indemnity may be sought from Vendor, Kiwify will notify the Vendor of such Claim as soon as it becomes aware. The Vendor must provide reasonable cooperation, at its own expense, in connection with the defense or settlement of any such Claim. Kiwify has the right to participate in the defense or settlement of any Claim, including the selection of legal counsel by the Vendor. Notwithstanding any provision to the contrary in this Agreement, Kiwify may select legal counsel to represent it in any matter for which the Vendor is obligated to indemnify Kiwify, and the Vendor must pay all of Kiwify's legal fees, expenses, and costs related to the defense of any Claim. The Vendor must not agree to any judgment or enter into any settlement of a Claim without Kiwify's prior written consent.

B. Affiliates

The Affiliate must indemnify, defend, and hold harmless Kiwify and its subsidiaries, affiliates, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assignees against all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney fees and related costs (collectively "Claims"), that: (a) arise from the acts or omissions of the Affiliate, Third-Party Affiliate, Vendor, or any other third party; or (b) arise from or are related to the breach or non-compliance with this Agreement by the Affiliate, Third-Party Affiliate, Vendor, or any other third party. If any Claim is brought against Kiwify concerning any allegation for which indemnity may be sought from Affiliate, Kiwify will notify the Affiliate of such Claim as soon as it becomes aware. The Affiliate must provide reasonable cooperation, at its own expense, in connection with the defense or settlement of any such Claim. Kiwify has the right to participate in the defense or settlement of any Claim, including the selection of legal counsel by the Affiliate. Notwithstanding any provision to the contrary in this Agreement, Kiwify may select legal counsel to represent it in any matter for which the Affiliate is obligated to indemnify Kiwify, and the Affiliate must pay all of Kiwify's legal fees, expenses, and costs related to the defense of any Claim. The Affiliate must not agree to any judgment or enter into any settlement of a Claim without Kiwify's prior written consent.

9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

SUBJECT TO APPLICABLE LAW, THE BUYER’S USE OF THE SERVICES AND ALL INFOPRODUCTS OFFERED ON THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, UNLESS YOU ARE PROVIDED WITH A WARRANTY EXPRESSLY PROVIDED BY THE VENDOR, IN WHICH CASE SUCH WARRANTY WILL APPLY FROM THE VENDOR TO THE BUYER. KIWIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER 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 FROM COURSE OF DEALING, USAGE, OR TRADE. KIWIFY DOES NOT GUARANTEE THAT THE INFOPRODUCTS, PROMOTIONS, SALES PLATFORM, OR ANY OTHER SERVICES PROVIDED BY KIWIFY WILL MEET THE SPECIFICS OF THE CONTRACTUAL PARTNER'S REQUIREMENTS, BE ACCURATE, COMPLETE, OR CURRENT, OR THAT THEIR OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, KIWIFY DOES NOT WARRANT THAT AFFILIATES OR VENDORS WILL EARN A SPECIFIC AMOUNT OF MONEY, AND EXPRESSLY DISCLAIMS ANY BENEFITS THAT THE CONTRACTUAL PARTNER MAY OBTAIN FROM THE AFFILIATE PROGRAM, SALES PLATFORM, INFOPRODUCTS, AND ANY OTHER SERVICE PROVIDED BY KIWIFY. IN NO EVENT SHALL KIWIFY BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SALES PLATFORM, PROMOTIONS, INFOPRODUCTS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE, OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL KIWIFY BE LIABLE TO THE VENDOR FOR THE ACTIONS OR INACTIONS OF AFFILIATES. IN NO EVENT SHALL KIWIFY BE LIABLE TO AFFILIATES FOR THE ACTIONS OR INACTIONS OF VENDORS. IN THE EVENT THAT KIWIFY PROVIDES SERVICES OR INPUTS RELATED TO THE CONTRACTUAL PARTNER'S WEBSITE, WEB PAGES, TECHNICAL SYSTEMS, ADVERTISING, MARKETING, OR ANY OTHER ASPECT OF THE CONTRACTUAL PARTNER'S OPERATIONS, THE CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT KIWIFY WILL NOT BE LIABLE FOR ANY DAMAGES OR CAUSES OF ACTION RELATED THERETO. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KIWIFY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT KIWIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT KIWIFY WILL NOT BE LIABLE FOR ANY ADVERTISING CLAIM MADE ABOUT INFOPRODUCTS PROMOTED ON THE KIWIFY SITE, OR ANY DAMAGES ARISING FROM THE USE OF THE INFOPRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KIWIFY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO KIWIFY FOR THE USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO KIWIFY FOR THE USE OF THE SERVICES, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KIWIFY AND YOU WITH RESPECT TO YOUR USE OF THE SERVICES.

10 - GOVERNING LAW AND JURISDICTION

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and in accordance with the laws of the State of Florida, without regard to its conflict of law’s provisions. Except as otherwise expressly set forth in Section 11 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that You and Kiwify are not required to arbitrate will be the state and federal courts located in New York City, State of New York, and You and Kiwify each waive any objection to jurisdiction and venue in such courts. 

11 - DISPUTE RESOLUTION

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Kiwify agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that You and Kiwify are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

11.1. Exceptions. As limited exceptions to Section 11.1 above: (i) We both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) We each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of Our intellectual property rights. 

11.2. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 

a. Any arbitration hearings will take place in the county (or parish) where You live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

11.3. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and We won’t seek to recover the administration and arbitrator fees We are responsible for paying, unless the arbitrator finds your Dispute frivolous. If We prevail in arbitration We’ll pay all of Our attorneys’ fees and costs and won’t seek to recover them from You. If You prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

11.4. Injunctive and Declaratory Relief. Except as provided in Section 11.1 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that You or We prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

11.5. Class Action Waiver. YOU AND KIWIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

11.6 Severability. With the exception of any of the provisions in Section 11.5 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

12. Miscellaneous

The failure by Us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Kiwify. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, agreements, and representations between the parties, whether written or oral, concerning the subject matter herein. You may not assign or transfer any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any attempted assignment or delegation is void and without effect. The parties agree that they are independent principals.

This Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship between the Parties or to authorize a Party to enter into any commitment or agreement binding on the other. Except as provided to the contrary herein, those provisions of the Agreement that by their nature and context are intended to survive the termination of this Agreement, shall survive any termination of this Agreement. Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

These Terms are subject to change by Kiwify, and such changes can be made without prior written notice at any time, in Our sole discretion. The latest version of these Terms will be posted on this Site, and You should review these Terms before purchasing any Infoproducts that are available through the Services. Your continued use of the Services after a posted change in these Terms will constitute your acceptance of and agreement to such changes. Further, because Our Services are evolving over time We may change or discontinue all or any part of the Services, at any time and without notice, at Our sole discretion.

Please review Our Privacy Policy, which governs the processing of all personal data collected from you in connection with your purchase of Infoproducts through the Site. You agree to all actions Kiwify takes with respect to such information, provided that such actions are consistent with the Privacy Policy.

13. Notices

All notices to Contractual Partner pursuant to this Agreement shall be sent to the postal address or email address Contractual Partner submitted to Kiwify when creating an account or submitting an application. Contractual Partner shall immediately inform Kiwify of any changes in address, business name, or other contact information.

All notices to  Kiwify,pursuant to this Agreement shall be sent via certified mail to: Kiwify Inc., Address: 2423 Southwest 147th Avenue #2079 Miami Florida. Postal Code: 33185.