The DailyKarma Gift Shop Network Agreement (“Agreement”) is made and entered into by and between DailyKarma, Inc. (“DailyKarma”) and the undersigned Retail Brand (“Retail Brand”, and collectively, the “Parties”) This Agreement is effective as of date agreement is executed (“Effective Date”).
DailyKarma, is a company registered under the laws of California/U.S.A, with its principal place of business located at 227 Broadway #302 Santa Monica, CA 90401, referred to as “DailyKarma.”
1.1. “Affiliate” refers to a 501(c)(3) nonprofit organization participating in the Gift Shop Network Program and is eligible to receive certain donations for generating sales, leads or other actions for Retail Brands in the Gift Shop Network Program.
1.2. “Gift Shop Network Program” refers to the program established by DailyKarma that aggregates a network of Retail Brands in order to promote the Retail Brands’ services and products through Affiliates.
1.3. “Gift Shop Network Site” is the website created specifically in connection with the applicable Affiliate for purposes of hosting Retail Brands’ Offers, which generate Donations for the Affiliate based on sales, leads and other actions generated through the Gift Shop Network Site.
1.4. “Commission” means the payment made by the Brand to DailyKarma for successful sales, leads, or other agreed-upon actions generated by Affiliates.
1.5. “Donation” refers to payments made by DailyKarma from Brand Commissions to benefit the applicable Affiliate in accordance with the terms outlined in this Agreement.
1.6. “Offer” refers to the specific product, service, or promotion that the Brand wishes to promote through the Gift Shop Network Program.
1.7. “Retail Brand” refers to any entity participating in the Gift Shop Network Program to promote its services and products.
2. Gift Shop Network Program Description
2.1. DailyKarma has established the Gift Shop Network Program, which compensates nonprofit entities through affiliate commissions for sales generated on behalf of Retail Brands. By downloading DailyKarma’s Shopify Application, Brand explicitly consents to the terms and conditions accessible at https://dailykarma.com/business-terms-service/ (“Business Terms of Service”), in addition to the specific provisions stipulated within this agreement relating to its participation in the Gift Shop Network Program.
2.2. DailyKarma agrees to operate and maintain the Gift Shop Network Program, including tracking of Affiliate sales, commissions, and donation payouts between the Brand and Affiliate.
2.3. Brand will provide DailyKarma with information about one or more Offers, and the applicable compensation structure to be paid when Affiliates refer potential sales leads to Brand or take other actions as designated by Brand.
2.4. DailyKarma will recruit, manage, and support Affiliates in promoting the Offer.
2.5. Brand grants DailyKarma and any Affiliates that it approves to distribute its Offers the right to disseminate and otherwise promote the Brand’s Offers, including but not limited to, via any such Affiliate’s Gift Shop Network Site to promote and drive traffic to the Brand’s retail website where the Offer can be purchased, via social media, or any other communications channel. Brand(s) shall have the authority to review and approve any Affiliates before permitting them to distribute and promote Brand’s Offer(s).
3. Commission; Donations; Payment Terms; Reporting.
3.1. Commission Rate. Brand agrees to pay DailyKarma a Commission for each successful sale, lead, and/or other agreed-upon action generated by any Affiliates. Brand will establish its Commission opportunities and Commission rate during the account set-process when downloading DailyKarma’s Shopify application. Commissions based on sales are calculated based on the total sale amount, excluding taxes, shipping costs, and returns. Changes to Brand’s Commission rates may be made from time to time subject to giving DailyKarma (through Brand’s representative at DailyKarma) at least 30 days’ notice prior to the effective date of such change.
3.4. Payment Method. Commissions will be paid to DailyKarma through a credit card on file via the Shop for Good Dashboard or ACH wire transfer.
3.5. Reporting. DailyKarma is responsible for tracking and reporting on the performance of Affiliates and providing the Brand with accurate data regarding sales, leads, and other relevant metrics. Reports will be sent to Brand prior to charging or invoicing for applicable Commissions generated.
4. Intellectual Property License
4.1. Brand hereby grants to DailyKarma and all approved Affiliates a limited, non-exclusive, nontransferable right and license to use, reproduce and publicly display Brand’s name, logo, and any content relating to the Offers (“Brand IP”) for purposes of promoting the Offers as part of the Gift Shop Network Program. All uses of the Brand IP shall insure to the benefit of Brand. Brand represents and warrants that it has all rights to license the Brand IP in connection with the Gift Shop Network Program, and otherwise has the ability to perform its obligations hereunder.
5. Audit and Disputes
5.1. In the event of a dispute regarding the accuracy of commissions, the Parties agree to engage in good faith negotiations to resolve the issue.
5.2. The Brand has the right to audit DailyKarma’s records related to Commissions and applicable Affiliate activity to ensure accuracy and compliance with the Agreement. Audits will be conducted at the expense of the auditing Party.
6. Term and Termination
6.1. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party for any reason with 30 days written notice.
6.2. Either Party may terminate this Agreement upon any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the nonbreaching Party within twenty (20) days after written notice.
Both Parties agree to keep all non-public information obtained from the other Party during this Agreement confidential.
8. Governing Law
This Agreement shall be governed by and construed by the laws of the State of CalIfornia, U.S.A., without regard to conflicts of laws principles, and any dispute pertaining to this Agreement shall be brought exclusively in a court of competent jurisdiction within the State of California, County of Santa Monica.
9. Dispute Resolution
Any disputes or claims arising under or in connection with this Agreement will be resolved through good faith negotiations. If a resolution cannot be reached, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association, and any judgment rendered by the arbitrator shall be binding and final.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings and agreements. This Agreement shall not be modified or amended except in writing signed by the authorized representatives of each Party.