We are very excited that you are considering becoming a Kalaia brand partner (“Brand Partner” or “Kalaia Brand Partner”). Before you do, please carefully review this entire document. If you agree to comply with the Policies listed below (the “Policies”), please indicate your agreement by signing the Brand Partner Agreement that accompanies this document. If you have any questions about any of the terms in this document, please contact Kalaia support.
PRACTICING THE KALAIA VALUES
Brand Partners must always:
- Conduct themselves with the highest level of ethics, integrity and professionalism.
- Be a respectful to customers, affiliates, other Brand Partners, and Kalaia staff.
- Not discriminate against any individual because of age, race, creed, color or any other legally protected status.
- Provide helpful customer care with the intent of developing long-term customer relationships.
- Refrain from making disparaging comments or gossiping about others.
- Keep communications and actions positive, constructive and generally helpful.
- Give others, including Kalaia staff, the benefit of the doubt.
Kalaia (“we”, “us”, “our”, “Corporate” or “Company”) reserves the right to terminate any Brand Partner Agreement with any Brand Partner who does not comply with the Policies or fails to operate within the spirit of the Company’s values. Further Kalaia may terminate any Brand Partner Agreement at any time for any reason or no reason at all in its sole discretion.
BRAND PARTNER STATUS AND QUALIFICATIONS
You become a Kalaia Brand Partner when your signed Agreement has been received and accepted by the Company and you have been assigned a Brand Partner number or alias.
To become a Kalaia Brand Partner you must be at least 18 years of age, be a U.S. citizen or permanent resident, possess a valid Social Security Number or Tax Identification Number and be sponsored by a current Kalaia Brand Partner. If you do not have a Lead Brand Partner, you will be assigned one by the Company in accordance with our policy on assignments. In order to join Kalaia, you must visit our website (http://www.KalaiaProducts.com) and submit the online form, which includes the electronic acceptance of the Brand Partner Agreement and your payment of $199 for the purchase of a Business Kit which is sold to you at the Company’s cost. The Business Kit will help you become familiar with the Kalaia products, services, sales techniques, sales aids, and other matters, and will help you facilitate sales. The Business Kit includes the following:
- Keep Smooth – Day & Night Serum (2)
- Hold Tight – Overnight Moisturizer (2)
- Fresh Canvas – Exfoliating Powder (2)
- Keep Smooth – Day & Night Serum Sample Packets (10)
- Hold Tight – Overnight Moisturizer Sample Packets (10)
- Cosmetic Wooden Spatulas (25)
- Product Brochures (10)
- Opportunity Brochures (10)
- Personalized Replicated Website
- Mobile App
- Kalaia Branded Tote Bag
- Welcome Letter
- FREE Shipping
As soon as the Company approves your Brand Partner Agreement and has received your payment, your Kalaia business is ready for launch!
Continued Permanent Residence
Currently, Kalaia operates only in the United States. In order to retain your Brand Partner Agreement with the Company, you must remain a permanent resident in the United States. The Brand Partner Agreement does not transfer to another country in which the Company may operate in the future. Brand Partners may not solicit, sell, or fulfill orders to international destinations or cross-border. Brand Partners should be cautious of solicitations they receive to ship product outside of the United States as many such solicitations are fraudulent. If Brand Partner anticipates relocating outside of the United States, Brand Partner should contact Kalaia to better understand whether their Brand Partner Agreement will be terminated, or if you will be permitted to conduct online sales over the internet with customers exclusively located within the United States. Such permission will be granted on a case by case basis only and then only if such Brand Partner originated as a U.S. based Brand Partner and had remained an active Brand Partner for at least six months prior to moving internationally.
Brand Partner commissions, bonuses, rewards, and titles are based upon the Kalaia Success Plan which is incorporated into this Agreement by reference. Please review the Success Plan for complete details, a copy of which can be reviewed here: [www.KalaiaProducts.com/successplan].
Your Paid-As Title is determined by your monthly sales activity and primarily used for commission calculations and coaching information by the Company and your upline. Your Paid-As Title is determined according to the Success Plan and is based on a number of monthly criteria, including Commissionable Volume (“CV”), Organizational Volume (“OV”), qualified Level I Brand Partners, and K-III Legs (as such terms are defined in the Success Plan). Brand Partners are paid at the title for which they qualify during a given calendar-month period. The requirements to be Paid-As a title are the same as the requirements to advance to that title. Title for all bonus calculation purposes, incentive criteria, etc. are based on the Paid-As Title., unless mentioned otherwise.
Brand Partner Status
Brand Partner status is used to determine a Brand Partner’s eligibility to receive bonuses, commissions, and rank advancements. Definitions of each status level are:
QUALIFIED A Brand Partner must maintain a CV of 200 each Period (a calendar-month, as defined in the Success Plan) to be considered Qualified to receive additional bonuses for that Period. If a Brand Partner has not achieved Qualified status during a calendar month, they are ineligible to receive Power-Seller Bonuses, Personal Team Bonus, or K-III Team Bonus. Qualified status is always measured by Period. Even if you do not achieve Qualified status during a period, you will still retain your Retail Profits from the sale of Kalaia products to your customers.
CANCELLATION Brand Partners must have a minimum of 600 CV during any rolling 3-month period to remain a Brand Partner and keep their organization. If they fail to meet this requirement in any 3-month period, they will be canceled which causes them to be removed from the company genealogy. Their downline and customers will roll-up to the next upline Brand Partner who is in good standing.
RESIGNED Any Brand Partner who officially resigns from the Company, by providing written notice to the Company.
A Brand Partner’s Recognition Title is the highest title they have achieved during a rolling 3-month Period and does not change unless she is promoted or demoted during a period (see “Demotion” policy), unlike a Paid-as Title, which may vary from month to month. Recognition Title is used only for recognition purposes and will not be used for commissions, incentive criteria, bonus calculations, or the like. Each Brand Partner is paid at the title for which they qualify during the period (“Paid-As Title”).
Brand Partners must read the online Brand Partner Agreement in its entirety before submitting the on-line Brand Partner Agreement.
Brand Partner ID
All Brand Partners must provide a valid taxpayer identification number (such as a valid Social Security Number). The Company will use this number for tax reporting purposes. You will be automatically assigned a non-changeable Brand Partner ID that has no relationship with your Social Security Number.
Independent Contractor Status
You understand that you are not an employee of Kalaia and shall not be entitled to receive any benefits from Kalaia whatsoever. Kalaia shall not be required to make contributions for employment insurance, Workers’ Compensation and other similar programs in respect of payments to be made. You shall be fully responsible for paying all applicable local, state, and federal taxes related to your earnings and activities as a Brand Partner. Kalaia does not provide any accounting advice and as such suggests that you speak with your own accountants and advisors as to what taxes and fees will be applicable to your own situation.
You agree that as a Brand Partner you are an independent contractor, and not an employee, agent, partner, legal representative or franchisee of Kalaia. You shall be solely responsible for paying all expenses incurred by yourself, including but not limited to travel, food, lodging, secretarial, office, internet and other expenses. You will have and maintain control of the manner and means of your performance. You will have no power or authority to incur any debt, obligation or liability on Kalaia’s behalf.
For further certainty, the specifics of your legal relationship with Kalaia are as follows:
Control – Subject to the terms of the Brand Partner Agreement, and other applicable laws, Brand Partners shall have complete control and discretion over the operation of their independent businesses including, without limiting the nature of the foregoing, how much or how little time they may devote to their businesses, and shall be entitled to establish their own business goals, business hours, business methods, and Policies.
Ownership of Tools – The Brand Partner shall be responsible for the ownership and acquisition of any business tools, equipment, assets, and expenses, and all business goods, services and intangibles that the Brand Partner, in his/her discretion, believes necessary for the operation of its independent business including, without limiting the generality of the foregoing, the location and appointment of his or her business office, business cards, letterhead, computer equipment, motor vehicle(s), and other tools and equipment (e.g., phone, office supplies etc.) which he/she alone deems necessary for operation of his/her business, all of which shall established and/or acquired by the Brand Partner at his/her own expense. The Brand Partner shall also maintain such insurance, such as liability, fire and theft insurance, during the term of this Brand Partner Agreement for the benefit of his/her business, in amounts as he/she deems appropriate, and at his/her own expense. Notwithstanding the foregoing, Kalaia reserves the right (in its sole discretion) to prohibit the use of tools, apps, websites, and services which it deems to be harmful, misleading, predatory or to constitute or promote illegal or unfair business practices.
Chance of Profit/Risk of Loss – Kalaia and the Brand Partner agree that all expenses incurred by the Brand Partner in the operation of his/her business shall be incurred on his/her own account, and be his/her own responsibility. Kalaia and the Brand Partner also agree that the terms of the Brand Partner’s compensation is entirely set out in the Kalaia Success Plan, and accordingly, the chance of profit and the risk of loss inherent in the Success Plan, and inherent in the operation of the Brand Partner’s independent business, rests entirely with the Brand Partner, with no “expense reimbursement” or “minimum compensation” being offered or guaranteed by Kalaia whatsoever.
No Power to Bind – While a Brand Partner shall be entitled to inform others that he/she is a Brand Partner engaged by Kalaia in an independent status, he/she shall at no time represent himself/herself to be an employee of Kalaia, and shall clarify with others, where necessary, his/her status as an independent contractor of Kalaia. The Brand Partner has no authority (expressed or implied), to bind Kalaia to any obligation, and shall not be construed as purchasers of a franchise or a business opportunity.
No Creation of Employment, Agency, Partnership, Franchise or Joint Venture Relationship – The legal relationship between Kalaia and its Brand Partners is not intended to create, and does not create, an employer/employee relationship, agency, partnership, franchise or joint venture relationship between Kalaia and the Brand Partner.
Treatment as Independent Contractor for Tax and Other Purposes – Accordingly, the Brand Partner will not be treated as an employee of Kalaia for state or federal tax purposes (including, but not limited to: federal income tax withholding or reporting requirements, federal unemployment insurance, worker’s compensation and other like taxes).
One Name Per Agreement
Kalaia recognizes only one name per Brand Partner Agreement. A Brand Partner may utilize a support person in her business, but Kalaia will only allow one authorized person per Brand Partner Agreement. Further, Kalaia only permits one Brand Partner per married couple. A husband and wife, may work together under a single Brand Partner Agreement, but only one Brand Partner Agreement per married couple is permitted. If this applies to you, you should determine in advance who will be listed as the Brand Partner for purposes of commission payments and communication with Kalaia staff who are only authorized to communicate with the individual listed on the Brand Partner Agreement about the specific account.
The Company will accept Agreements from partnerships, LLCs, or corporations so long as such business entities are legally organized and recognized in the United States.
Exclusive Territories/Solicitation of Overseas Business
No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. That means that you and your next-door neighbor can sell in the same area regardless of who was there first. You may only arrange for sale within the United States. You may not solicit business from outside the United States.
EXCLUSIVE PROMOTION OF PRODUCTS
You are an independent contractor, and the Company imposes no restrictions on any Brand Partner’s participation or sales activity in other businesses. However, your promotion of other competitive businesses and products is prohibited at Kalaia sales events and to customers you have acquired in your Kalaia business. You may not promote any competing direct-sales business (e.g. companies that offer skincare products as one of their offerings). Additionally, should you advance to a Sapphire Executive Paid-As Title or above, active or public participation in any other direct-selling venture is no longer permitted. Once you achieve the Sapphire Executive title for the first time, you will have three months to wind down your active participation in other direct selling ventures. After the three-month transition period, Sapphire Executives will no longer be permitted to actively sponsor for or market any other direct sales company. This restriction does not prohibit you from belonging to or purchasing products from such direct sales company. Violation of this policy will result in ineligibility to receive Personal Team Bonuses, and K-III Team Bonuses. A Sapphire Executive will still be eligible to receive Retail Profits and Power Seller Bonus. This policy is to ensure you have the time commitment available to actively support and train your team. Please review the Success Plan for a complete list of Recognition Titles. A copy of the Success Plan can be reviewed here: http://www.KalaiaProducts.com.
As a Brand Partner, you agree to conduct your business with the highest standards of honesty and integrity. You agree to refrain from making negative, disparaging, untrue or misleading comments about the Company, its owners, directors, officers, associates, other Brand Partners or any other direct-selling company or such company’s products. You also agree not to engage in any activities that may cause harm to the Company or any other Brand Partner.
All Brand Partners shall comply with all local, state, and federal, statutes and regulations concerning the operations of their businesses. You are responsible for your own managerial decisions and expenditures, including estimating income taxes. We recommend that you keep track of all your business expenses and speak with your accountant about how your business expenses might affect your income tax return.
Some local and state governments might have ordinances that restrict the way you conduct your Kalaia business. Contact your local and state government office to determine if any business licenses are required. Also, if you live in a subdivision or condominium, check with your association to determine if there are any limitations on conducting business activities in your home.
All lists of customers, your personal team, or other Brand Partners are proprietary property of the Company and constitute a business trade secret. Kalaia may make these lists available to you for the express purpose of supporting you and your personal team to further develop your Kalaia business. You may use these lists only in connection with your Kalaia business and for no other purpose. You must keep the lists confidential and must not make the lists available to third parties or to use for any other commercial purpose. You agree that any wrongful disclosure of the lists or the information on the lists will cause immediate and irreparable damage to the Company and that the Company may pursue all legal remedies available against you if you violate this provision. This provision will survive the termination of your Brand Partner Agreement.
As an inducement to Kalaia to enter into this Agreement and in consideration of the mutual covenants contained herein, during the term of this Agreement and for a period of one year thereafter you shall not directly or indirectly, on your own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any Brand Partner who sponsored you, anyone in your upline, anyone who you personally sponsored, or who is in any of your K-III Legs to terminate or alter her business relationship with Kalaia. Additionally, for a period of one year after the termination of this Agreement, you will not own or operate a multilevel social-selling or direct-sales business that promotes or sells skin-care products.
Neither this Agreement nor your Kalaia business may be transferred or assigned by you or operated in partnership with any other person. Kalaia reserves the right to re-assign this Agreement at any time. On a case-by-case basis, Kalaia may allow a one-time transfer of your business to a legal entity owned by you.
NEW BRAND PARTNER DEVELOPMENT
As a Kalaia Brand Partner, you may sponsor other Kalaia Brand Partners and build a team. Should you choose to enroll Brand Partners, you are encouraged to provide adequate training and consistent communication to new Brand Partners that you Sponsor, just as you would want provided to you. A variety of tools exist to aid you in making your training simple and effective. These tools include the Success Plan and various online training materials and videos.
The FTC and various state consumer protection agencies regulate claims regarding the amount of income that can be earned under programs such as the Kalaia Success Plan. To avoid compliance issues with these laws, you may not make income projections or disclose your own compensation when presenting the Kalaia Success Plan. Hypothetical income examples that are used to explain the operation of the Success Plan and that are based solely on mathematical projections may be made to prospective Brand Partners, as long as it is made clear that the examples are hypothetical and not based on actual experience.
To ensure full compliance, Kalaia strictly prohibits Brand Partners from making representations relating to compensation or life-style (hereafter “Earnings Representations”) under the Success Plan, whether to a prospective Brand Partner or otherwise. Without limiting the generality of this prohibition, and because Brand Partners do not have the data necessary to comply with the legal requirements for making Earnings Representations, a Brand Partner, when presenting or discussing the Success Plan to a prospective Brand Partner, shall be strictly prohibited from, and shall not make or imply directly or indirectly, any verbal, physical, electronic or other claims that amount or could amount to Earnings Representations, and without limiting the generality of the foregoing, this prohibition shall include the making of income projections, improved lifestyle claims, hypothetical income examples or disclosures regarding a Brand Partner’s own business income (including the showing of checks, deposits, copies of checks, bank statements, tax records, or other similar demonstrative documents).
Furthermore, so that Kalaia may remain compliant (a) no representations relating to compensation under the Success Plan are made by participants in the Success Plan and (b) that any representations relating to compensation under the Success Plan that may be made, constitute or include fair, reasonable and timely disclosure of the information need to make the claims truthful and non-misleading, any Brand Partners that has the reason to believe that this general prohibition against Earnings Representations is being contravened by themselves or any other person, SHALL HAVE THE POSITIVE OBLIGATION to inform, and SHALL INFORM KALAIA of the facts relevant to the contravention, such that Kalaia is capable of ensuring that any representations relating to compensation made under the Success Plan comply with federal, state and local regulations, or are otherwise corrected.
Limited Right to Make Income Claims, With Timely Disclosure
Without limiting the general prohibition against Earnings Representations, or the reporting obligations set out above, a Brand Partner shall have the following right(s):
(a) To repeat to prospective Brand Partners, any Earnings Representations found in official Kalaia literature or on the Kalaia website, provided immediately providing fair, reasonable and timely disclosure of the following official Kalaia Statement of Typical Participant Earnings, substantially as follows:
Statement of Typical Participant Earnings
The primary source of income of a Typical Participant in the Success Plan (the “Plan”) of Kalaia LLC (“Kalaia”) is from compensation for the service of arranging for the sale of products. Personal earnings will vary. A Participant in the plan is defined as an Independent Sales Representative who actively engages in the activities necessary to realize the benefits of the Plan (i.e. earning at least four monthly checks annually). Typical Participant means a Participant engaged in the Plan for at least one year. A Typical Participant in the Plan earns between [$20 and $900 annually].
Please note that these earnings are estimates and have been derived from hypothetical data related to the launch of Kalaia. These earnings estimates will be reviewed after 6 months of operation of the Success Plan, and updated at that time with compensation actually received by typical participants in the Success Plan. After one year, this Statement of Typical Participant Earnings will be updated again, and then updated annually thereafter.
For greater certainty, the “Lower” and “Upper” Range information shall be provided by Kalaia on its website and in other published materials, from time to time, to properly reflect the earnings of a typical participant in the Success Plan, from time to time, and as otherwise required by law, and must be used by the Brand Partner in connection with the fulfillment of its obligations under this section.
(b) To make hypothetical income examples to prospective Brand Partners that are used to explain the operation of the Success Plan, and which are based solely on mathematical projections of information set out in the Success Plan, provided that in using such hypothetical examples the Brand Partner also immediately provides fair, reasonable and timely disclosure of the Statement of Typical Participant Earnings, and makes clear to the prospective Brand Partner(s) that such prior income examples are hypothetical.
When sponsoring long-distance, Lead Brand Partners are strongly encouraged to provide training support and recognition to their sponsored Brand Partners. Using notes, handouts, video Zoom and Skype during team meetings are effective ways to include remote Brand Partners in place of live, local training and/or meeting attendance. The Lead Brand Partner is encouraged to:
- Meet Minimum Lead Brand Partner Support Requirements.
- Provide all training and support via phone, e-mail, or other effective communication methods or technologies.
- Arrange with a Brand Partner in her remote area to have the remote Brand Partner attend a training session, if available.
Cross sponsoring is strictly prohibited. Cross sponsoring is defined as the sponsorship of an active Brand Partner or a terminated Brand Partner who has been active within the preceding six months within a different line of sponsorship. This includes the use of a spouse or relative’s name or assumed names to circumvent this policy. You may not demean, discredit or defame other Brand Partners in an attempt to entice a Brand Partner to become part of your organization.
Kalaia will not honor requests from Brand Partners to have other Brand Partners’ downline transferred to them. Nor will we make transfers if there is any concern that proactive solicitation of another Brand Partner’s downline has occurred. Corporate reserves the right to reject transfers for any reason to maintain a NO POACHING culture and environment.
To protect the rights of all Brand Partners who work hard to sponsor and mentor others in the business, the Company prohibits the transfer of a Brand Partner from one Sponsor to another, except under the following conditions:
Release of Team
A Sponsor may release her team at any time for any reason. To do so, the Sponsor should email hello@KalaiaProducts.com with a letter of release. Corporate will decide whether the team reassignment will be effective immediately or on the 1st of the following month. Each individual team member will roll-up to the next qualified Brand Partner above them (see Roll Ups).
If you inherit a team, due to the Roll Up Policy or a team release, that you feel is too large for you to capably coach and support, please contact Corporate via hello@KalaiaProducts.com. Corporate will determine adequate team reassignment.
Improper Initial Assignment
At times a new Brand Partner will sign-up as a Brand Partner through the Kalaia website, however due to technology issues or other reasons, they are accidentally assigned to a sponsor they did not intend. In those cases, the Brand Partner will be reassigned to the sponsor they initially intended provided Kalaia support is notified within 7 days of the Brand Partner’s sign-up date.
If a Brand Partner is dissatisfied with the minimum level of support received, she may file a request for Lead Brand Partner reassignment by contacting Corporate via hello@KalaiaProducts.com. Kalaia will then contact the Lead Brand Partner via phone or e-mail and give the Lead Brand Partner 30 days to release the downline or make amends with the downline so that the request is withdrawn by the downline via e-mail. If the request is not withdrawn, Kalaia will then independently assign downlines to another upline who meets Kalaia’s requirements. No special requests will be honored.
In cases where a Brand Partner is assigned to a Lead Brand Partner in a deceptive manner or such a manner that it was not clear to the sponsored Brand Partner who her Lead Brand Partner would be, the sponsored Brand Partner may request to be transferred to a different Lead Brand Partner, with her team intact. The new Lead Brand Partner will be assigned by the Company. The request must be made by the sponsored Brand Partner directly to Kalaia Corporate by contacting them within 7 days of her start date. The Company will investigate each request on a case-by- case basis, and reserves the right to reject or grant the transfer of sponsorship.
In cases where a Brand Partner-Lead Brand Partner relationship is strained to the point where it is disrupting the business of those individuals and other Brand Partners, the sponsored Brand Partner may request to be transferred to a different Lead Brand Partner, with her team intact. The new Lead Brand Partner will be assigned by the Company and special requests will not be accommodated. The request must be made by the sponsored Brand Partner directly to Kalaia Compliance Department. Kalaia will investigate each request on a case-by-case basis, and reserves the right to reject or grant the transfer of sponsorship.
In the case where Kalaia provides a lead or places a new Brand Partners on a Lead Brand Partner’s team and after sign up the new Brand Partner feels that she is not compatible or comfortable with the assigned Lead Brand Partner, the new Brand Partner may request reassignment. Corporate looks differently at the cases of assigned relationships versus organic sponsoring. The Brand Partner requesting a Lead Brand Partner change may not select a new upline. Corporate will again assign a new leader based on those qualified to receive leads.
Leadership Support Practices
As a Kalaia Lead Brand Partner, you are expected to:
- Actively practice the Kalaia Values as described in this Agreement.
- Exemplify the cornerstone of Kalaia leadership by maintaining an active and consistent schedule of selling Socials.
- Actively engage in goal setting and mentoring new Brand Partners.
- Offer training to the new Brand Partner by phone or in person within 1 week of the new Brand Partner signing up to be a Kalaia Brand Partner. You should offer several reasonable time slots and be prepared for the training.
- Allow any new Brand Partner in your downline to attend a Social that you are leading or that someone else on your team is leading within 30 days of the new Brand Partner’s activation. Remote Sponsors who live 50 miles or more away from you should be supported by phone or video conference.
- Return phone calls or e-mails within three business days unless you have pre-notified your downline of vacation during which you will be unavailable.
- Attend planned meetings and trainings for which you did not call in advance to reschedule or cancel.
- Communicate with your downline monthly by e-mail, phone or in-person meetings to check in with the downline on business goals and progress.
- Disseminate information from Corporate to your downline in a timely manner.
Corporate reserves the right to transfer a Lead Brand Partner’s downline if the Lead Brand Partner fails to perform these practices.
No Product Purchase Required
Except for purchase of the Business Kit (and then only in states where a Business Kit purchase can be required), there is no financial or product purchase requirement to become a Brand Partner or to enter, maintain, or advance in the Success Plan. To familiarize new Brand Partners with the Company products, sales techniques, sales aids, and other matters, and for the sole purpose of facilitating sales, Brand Partners are required to purchase a Business Kit (except in states where the requirement of a Business Kit purchase is not allowed). The Company also requires that each Brand Partner access a personal website and a mobile app; and manage their Kalaia business through K-Hub, so the Brand Partner can have visibility into her performance and that of her team. The Company sells the Business Kit to new Brand Partners at or below its cost price and makes the Brand Partner websiteK-Hub, and its mobile app available to new Brand Partners at no additional charge. Any products Brand Partners choose to purchase, including the Business Kit, and the Business Supplies may be returned for refund under the terms of the “Buy-Back Policy” below.
ANNUAL RENEWAL OF BRAND PARTNER AGREEMENT
Renewal dates will be the last day of the month one year following the month of the Brand Partner’s start date. If a Brand Partner has a start date of November 2017, her renewal date and renewal payment due date, if any, is the last day of November 2018; i.e. November 30. Brand Partners will automatically be renewed for a year if they are in good standing under these Policies, and are current in the payment of any fees, and agree to any updated Brand Partner Agreement. There are currently no fees to renew this agreement, provided however, that the Company reserves the right to change this practice in the future. Any such fee would be at or below the Company’s cost for providing Brand Partners with services to facilitate sales including updated official Company materials. Any renewal fees may be subject to taxes in accordance with state and federal law and must be paid in currency (business credits may not be applied). An annual renewal fee, if any, is subject to change in the future without prior written notice.
If a renewal fee is required, Brand Partner must pay her renewal fee online and agree to the latest terms in the Brand Partner Agreement. Payment of this fee will constitute an agreement to the terms of the latest Brand Partner Agreement and allow the Brand Partner to remain as a Kalaia Brand Partner for an additional 12 months, until the next renewal date. If no renewal fee is required, then Brand Partner’s continuing to sell Kalaia products or services shall constitute the Brand Partner’s agreement to the latest Brand Partner Agreement and Policies. Failure to pay the annual renewal fee, if any, by a Brand Partner will result in the termination of the Brand Partner Agreement on the first day of the month following the renewal month. Once a Brand Partner Agreement has been terminated, the Brand Partner must wait six months before reapplying, as noted in the policies on Deactivation.
TERMINATION OF BRAND PARTNER AGREEMENT
The following terms are used to describe a termination of the Brand Partner Agreement:
You may voluntarily terminate the Kalaia Brand Partner Agreement at any time and for any reason by submitting a Self-Resignation Form (provided by the Company) to the Company. Self-Resignation Forms can be downloaded from the K-Hub. Brand Partners who resign must also send copies of the letter to their upline Brand Partner and notify any downline Brand Partners of their resignation.
Cancellation means a loss of Brand Partner status and all Brand Partner benefits including product discounts, Company mailings, eligibility for Brand Partner contests, events and incentives (even those earned prior to cancellation), as well as the loss of all downline Brand Partners, bonuses and commissions. All canceled Brand Partners’ downlines and related coaching commissions will roll-up to the next qualified Brand Partner, in accordance with our policy on “Roll-Ups”, during the following calendar month. The Brand Partner Agreement may be canceled:
- As a result of the Brand Partner’s resignation.
- At the conclusion of the initial term or any renewal term without notice.
- At the death or retirement of the individual Brand Partner.
- Immediately upon relocation and change of the Brand Partner’s permanent residence outside of The United States.
The Company may terminate the Brand Partner Agreement with any Brand Partner at any time and for any reason by notifying the Brand Partner in writing of our election to terminate. The Company may immediately terminate this Agreement without notice in the event of the Brand Partner’s death, insolvency, assignment for the benefit of creditors, or misrepresentation in or breach of any provision of the Agreement, violations of policies as herein defined.
Corporate may also terminate the Brand Partner Agreement if there has been a breach of any term of these policies, the Success Plan or the Brand Partner Agreement, by the Brand Partner. Upon termination, the Brand Partner will have thirty days from the date of termination to provide a written request to Kalaia via email at hello@KalaiaProducts.com for a refund of any pre-paid fees for months which have not yet passed. Upon receipt of such request the Company will refund any such pre-paid, but unused amounts, to Brand Partner within ten business days of such request. If Brand Partner fails to make such refund request within the time specified above, any such pre-paid fees shall be forfeited to the Company. For purposes of this Agreement, a “breach” shall include, but not be limited to, any actions by the Brand Partner which, in the Company’s sole discretion, the Company believes:
- The Brand Partner discredits the Company’s name, goodwill or products,
- Breaches any provision contained in this Agreement;
- In any way misrepresents the Company’s products or business opportunity.
The Company shall notify the Brand Partner by e-mail of Corporate Termination at the latest email address listed with the Company for the Brand Partner. If the Brand Partner Agreement was terminated by Corporate, the Brand Partner may not reapply.
Effect of Termination
Terminations of the Brand Partner Agreement are effective the first day of the month following the date of termination of the Brand Partner Agreement by the Brand Partner or the Company or Deactivation. Upon termination of the Brand Partner Agreement for any reason, your personal group will roll up as per our policy on Roll-Ups. In addition, you will lose any gift certificates, credits and or any other incentives (including any trip incentives) that you may have earned. You will receive legitimately earned commissions only for the last full payment period you were active prior to termination.
If you should choose to become a Brand Partner again, the Company may accept or reject your application for any reason at its sole discretion. If your application is accepted, you must start at the beginning Recognition Title of Brand Partner.
Events Upon Termination Of This Agreement
- Within five days of termination pay all amounts due and owed to Kalaia;
- No longer have the right to offer or arrange sales of Kalaia products or services and you must cease representing yourself as a Kalaia Brand Partner immediately; and
- Be ineligible to receive any unaccrued compensation or benefits as a Brand Partner.
You will cease use of Kalaia Intellectual Property and Confidential Information and will cease holding Socials, trade shows, presentations or otherwise displaying, offering for sale or arranging for sale of Kalaia products. If you offer for sale or arrange to sell Kalaia products in violation of the foregoing sentence, Kalaia will be entitled to recover from you $5,000 as liquidated damages without having to prove actual harm.
If requested by Kalaia, you will return all Confidential Information to Kalaia. You may return to Kalaia unsold Kalaia products purchased within thirty days of pursuant to the Buy-Back Policy below, provided that the products are in resalable condition, not discontinued, and are returned with shipping charges prepaid and insured for their full value during shipment, and Kalaia will reimburse you according to the Buy-Back policy set forth below. If you decide to return any unsold Kalaia Products, Kalaia reserves the right to offset any amounts returned to you against previously paid commissions or other rewards. The net refund will be issued within four weeks from receipt of the returned product.
A Brand Partner may return any Business Kits and marketing materials/business supplies that she personally purchased from the Company during the previous year at any time.
1. Business Kit
The Brand Partner Business Kit may be returned within one year of purchase and is eligible for a refund of up to 90% of the purchase price. The Business Kit must be returned in its entirety; all contents of the Business Kit must be unopened and all items must be unused and in resalable condition in order to receive a refund. The Business Kit must be returned to the Kalaia via registered mail. A trackable and/or insured (insured for approximately $300) shipping method should be used, as Kalaia will not be responsible for lost shipments. The original shipping and handling fees, if any, are not eligible for refund.
Opened Business Kits will be prorated to the resalable value. Damaged or used items may not be returned.
2. Business Supplies, including those purchases purchased separately from the Business Kit
Kalaia offers business supplies and promotional materials, as well as product, for your convenience. However, these items are not required to conduct business and may be purchased at your option. Nevertheless, business supplies and promotional materials may be returned to Kalaia within 90 days of purchase for a refund of up to 90% of the purchase price, provided that the business supplies and promotional materials are unopened, unused, and in resalable condition. If you choose to return such business supplies and promotional materials, you are responsible for the cost of the return shipment and insurance to cover the shipment. All such returns should be shipped by a trackable means and should be insured for at least the retail value of the items being returned. Original shipping and handling fees are not eligible for a refund.
Roll Up occurs when a Brand Partner who has enrolled a team is either canceled or her Brand Partner Agreement has been terminated.
At the time of a Brand Partner’s Cancellation or Termination of the Brand Partner Agreement, every Brand Partner below her will immediately be rolled up to the next active Brand Partner in the cancelled or resigned Brand Partner’s upline.
If a Brand Partner that was paid-as an Sapphire Executive or higher in the last four periods is canceled (whether voluntarily or involuntarily), their downline will only be compressed up under the following conditions:
- If their Lead Brand Partner has been paid-as an Sapphire Executive or higher at least once in the last three periods, then the downline will immediately be compressed up.
- If their Lead Brand Partner has not been paid-as an Sapphire Executive or higher at least once in the last three periods, then they will be given the following six periods to be paid-as an Sapphire Executive or higher at least twice. If the Brand Partner promotes to Sapphire Executive in the last of the six month period, then they will be given the following period to qualify as an Sapphire Executive again (to meet the 2 periods of being paid-as Sapphire Executive or higher).
- If the Lead Brand Partner qualifies under these conditions, then the downline of the canceled Brand Partner will be compressed up upon the completion of the qualifications.
- If the Lead Brand Partner does not qualify under these conditions, then the position of the canceled Brand Partner will remain permanently vacant.
Brand Partners may reactivate only when their Brand Partner Agreement was terminated as a result of their voluntary termination of the Brand Partner Agreement or for their failure to achieve 600 CV during any rolling 3-month period. Brand Partners who were terminated by Corporate may not reactivate at any time, except with the express consent of Corporate. Corporate reserves the right to deny a request for reactivation. A Brand Partner who wishes to reactivate must:
- Wait six months from the date of termination of the Brand Partner Agreement before reapplying.
- Sign up online by submitting a new Brand Partner Agreement.
- Purchase a new Brand Partner Business Kit.
Reactivation does not entitle a Brand Partner to take back her position and downline. Upon reactivation, the Brand Partner must restart at the Recognition Title of Brand Partner and will have no downline.
SAPPHIRE EXECUTIVE RESPONSIBILITIES
Brand Partners who achieve the Sapphire Executive Recognition Title may be asked to sign an Addendum to the Brand Partner Agreement. Please note that the Addendum will be provided to Brand Partners for their review prior to the completion of Corporate’s standard month-end checks and processes that confirm all promotion levels. If it is determined that a Brand Partner did not achieve Sapphire Executive pay level in the preceding month, that Brand Partner will be contacted by Corporate and need not execute the Addendum. Brand Partners must submit the signed form to Corporate within 15 days after the month of advancement. (For example, if you advance to the next level on March 28, you must submit the Addendum on or before April 15 to be paid as a Sapphire Executive in April). Brand Partners who do not execute the Addendum at the time of advancement can choose to execute the Addendum at any time in the future, provided they allow 30 days advance notice. (For example, a Brand Partner who signs the agreement after the 15 days, on April 16, will not be paid at Sapphire Executive until the following month, May.) Brand Partners can opt out of the Sapphire Executive’s Addendum by sending an email to Corporate at any time. Please allow up to 30 days to process the request. Brand Partners may only execute the Addendum once during a 12-month period. The purpose of the Addendum is to commit Brand Partner’s with the Recognition Title of Sapphire Executive or above to additional leadership requirements and expectations, among other things.
Commissions Policy And Payout Timelines
Brand Partner commissions, bonuses, rewards, and titles are based upon the Kalaia Success Plan which is incorporated into this Agreement by reference. Please review the Success Plan for complete details, a copy of which can be reviewed here: http://www.kalaiaproducts.com
- Retail Profits are paid based on the retail value of the products sold. You earn the difference between your Brand Partner purchase price and the retail sales price. All other bonuses, are based on the Commissionable Volume (“CV”) of the product.
- Commissions do not apply to the sale of Brand Partner-only items such as sales-aids and other materials that you can purchase to promote your business, but which is not itself a retail product. From time to time, the Company may offer limited time non-retail products for sale to Brand Partners that are non-commissionable.
- A commission of 20% will be paid weekly by 11:59 p.m. each Wednesday for your personal retail sales completed during the period from Sunday at 12:01 a.m. through Saturday at 11:59 p.m., i.e. the period ending four days before the commission is paid out. This weekly payment will be paid to Brand Partners who have earned Retail Profits of at least $10 and will be paid via ACH to the account indicated by Brand Partner.
- All Power Seller Bonuses, Personal Team Bonuses, and K-III Team Bonuses will be paid monthly on or before the 10th of the month as described below.
- End-of-Month Payout: All sales bonuses, except retail profits, will be paid monthly. Your end-of-month payout will be deposited to the bank account designated by the Brand Partner via ACH, on or before the 10th of the following the month for U.S. Brand Partners. If the 10th falls on a weekend or holiday, the commissions will be paid on the next business day.
- From time to time, the Company will put items on sale at a promotional discount. These special sale items are commissionable on the sale price of the item and not the regular retail price.
- If you have any issues or discrepancies with your commission report, they must be reported by the end of the calendar month following the month for which the commission was issued. For example, if you have a concern about September’s commission, which you would have received by October 10th, you must report that issue to Corporate by the end of October of that same year. Issues reported after that timeline will not be researched or adjusted. Send your requests via email to hello@KalaiaProducts.com.
- Online earnings reports list the amount of the commissionable product your downline has ordered each month. If overpayments are made, amounts will be deducted from future payouts.
- If you fail to renew your Brand Partner Agreement due to inactivity or failure to meet minimum sales requirements, or if your Brand Partner Agreement is terminated, you will receive bonuses only for the last full pay period prior to the termination (less any amounts withheld during an investigation preceding an involuntary termination).
- A Brand Partner is a self-employed, independent contractor of Kalaia. As the Brand Partner is not an employee of Kalaia, the Company will not withhold any taxes from the Brand Partner’s commission payments. See the “Taxes” section below for other considerations you should consider on taxes that will result from your commissions.
SPONSORSHIP Fees Prohibited
To ensure compliance with state and federal regulations, Kalaia strictly prohibits Brand Partners from giving “consideration for the right to receive compensation by reason of the sponsorship into the plan of another participant in the plan who gives consideration for the same right”. While Brand Partners have the right to sponsor other Brand Partners, the Company does not pay any bonuses, commissions or other remuneration, or allow Brand Partners to make similar payments, for mere sponsoring/enrolling.
A Brand Partner understands that there is only one revenue generating event for her, namely the service of arranging for the sale of Kalaia products to retail customers, and acknowledge that all commissions and other remuneration (including overrides, bonuses, incentives and awards) shall be paid solely as a consequence of a Brand Partner’s supply of the services of arranging for same and any voluntary training, motivation and marketing efforts related to same shall be construed as incidental thereto.
A Brand Partner’s remuneration will be paid solely as a consequence of a supply of the service of arranging for the sale of Kalaia products to retail customers. No remuneration (including overrides, bonuses, incentives and awards) shall be paid to anyone for the mere sponsorship or enrollment of any other Brand Partner, or for any other reason. A Brand Partner is strictly prohibited from making or representing that compensation is payable for anything other than arranging for the sale of goods to retail customers.
Kalaia may, at its option, place a Brand Partner’s account on hold for money owed to Kalaia or for violation of other policies listed in these Policies. If an account is placed on hold, the Brand Partner may be prohibited from placing orders, receiving all or a portion of commissions, registering for Conferences or other corporate events or obtaining other Brand Partner benefits until the account is current and/or all Policy violations are corrected; or, if the Brand Partner is in a requalification period, until the requalification period has expired.
Suspension of Contractual Obligations
In certain circumstances, Kalaia may agree to allow, as a matter of contract, a Brand Partner to suspend their contractual obligations to the Company, on the grounds of maternity or other personal leave issues, provided the total time during which the contractual obligations remain suspended does not exceed three (3) months in any one twelve-month period. Brand Partners may elect to take a leave of absence once every twelve months for personal reasons including without limitation, maternity, death in the family, etc. The twelve-month period for testing to determine eligibility for suspending the Brand Partner Agreement begins at the end of the last month of any prior leave taken, if any. To request suspension of their contractual obligations, Brand Partners can notify Kalaia by e-mailing hello@KalaiaProducts.com.
During the suspension period, the Brand Partner is not required to meet the CV requirements to stay active or to maintain a team, provided that Brand Partner is able to achieve their Recognition Rank (the highest Paid-As rank the Brand Partner has achieved within the previous three-month period) by achieving the commensurate level of OV and K-III legs. If Brand Partner’s OV and K-III legs are not maintained during the suspension period, Brand Partner may lose her Recognition Title.
Brand Partner will have access to K-Hub, mobile app and her personal website during the suspension period. The Brand Partner will be able to make and receive retail orders and be paid on Retail Profit commissions only. Kalaia reserves the right to review requests for suspension on a case-by-case basis to ensure that the suspension of contractual obligations policy is not abused.
CORPORATE MARKETING, LEADS AND ASSIGNMENTS
Kalaia makes a considerable investment in building our general brand and driving awareness that benefits all of our Brand Partners’ businesses. Our corporate marketing and public relations efforts are intended to attract new potential customers and Brand Partners, which ultimately benefits every Kalaia Brand Partner.
- For building a great social selling business, there is no substitute for leveraging YOUR social network. Corporate leads should not be expected and are not a way to build a personal business. We do general marketing like press and events because we know that you can then show this media coverage to your network of people and build excitement.
- Our lead and assignment program has been designed to provide customers with the best possible local experience. We believe a customer-centric approach will build the best business for all Brand Partners. Corporate will allocate Leads and Assignments with the utmost integrity to Brand Partners whom we deem to be exemplary members of the Kalaia team and who we believe will provide the best support and leadership to our customers and new Brand Partners.
- A “Lead” means a request made by a customer for more information about Kalaia, interest in hosting a Social or learning more about the opportunity to become a Brand Partner.
- An “Assignment” means a new Brand Partner who have signed the Brand Partner Agreement but has not indicated a Lead Brand Partner.
- We do not make exceptions to this program and we are under no obligation to provide history or explanations for our Lead and Assignment allocations.
The corporate marketing and public relations efforts will primarily direct potential customers/ Brand Partners to our official corporate website, www.KalaiaProducts.com. While on the official corporate website, the potential customer or Brand Partner may learn more about products and Brand Partner opportunities. The following are examples of qualifications that Kalaia may require for Leads and Assignments. In general, most, but not all, Leads and Assignments will be given to a Brand Partner who:
- Embodies the core values of Kalaia and is an exemplary member of the Kalaia community.
- Has earned the pay rank of Bronze Director or above in the previous month for leads interested in learning more about the Brand Partner opportunity.
- Has qualified in the previous month for leads interested in hosting a Social.
- Have sponsored one new Brand Partner and performed the leadership support practices.
Kalaia has the right to transfer any Brand Partner who was a Corporate Lead to another team if Corporate determines the Brand Partner is receiving inadequate coaching as per the leadership support practices.
The Company encourages a Brand Partner to advertise her website in online blogs, social media sites, and other commercial websites as much as possible to drive online sales. However, please note that we have specific rules around online advertising that include:
- Compliance with our advertising and online policies. When you market your business, always refer to yourself as a Kalaia Brand Partner to eliminate confusion between your personal website and the official Kalaia website. You may never sell your products on any site other than Kalaia (this includes eBay, Etsy, or other auction sites).
- You may not create search engine marketing campaigns on Kalaia’s key terms (this includes Google AdWords) as it directly competes with Kalaia’s official website and any advertising placements we are running.
- On Facebook, please keep your paid advertising local and remain within 100 miles of your home.
- You may not offer blanket discounts in your ad as per the policy on Blanket Discounts.
As a self-employed professional, it is up to you to maintain complete records regarding your income and expenses. This will greatly assist you when calculating your taxes every year. There are many tax benefits that can be available to self-employed individuals, and everyone should consult their own tax advisors concerning how the benefits may apply to each individual case.
The IRS requires the Company to send a Form 1099 to every Brand Partner who earns $600 or more during the previous calendar year. By the last day of January each year, Kalaia will issue each Brand Partner a Form 1099 for the previous calendar year.
Brand Partners who do not receive commissions of at least $600 from Kalaia will not receive a Form 1099, but are still obligated by law to report their income to the IRS and to pay all related taxes.
Because you are self-employed, you may be able to deduct certain business expenses to offset the income you earn. Because of these complexities, each Brand Partner is encouraged to set aside funds from each commission payment for purposes of paying taxes on Brand Partner’s income generated through Kalaia. Kalaia further recommends that each Brand Partner work with an accountant to best understand your income tax obligations based upon your personal situation. Every person, state, and city are a little different so getting good advice is advised.
As a Kalaia Brand Partner, you are an independent contractor to Kalaia, not an employee. Because of this distinction, you are self-employed for income tax purposes. As a self-employed individual, you may have significant advantages in deducting certain business expenses. Examples include home office deductions, business use of your auto, home computer usage and travel and entertainment expenses. We strongly recommend that you talk with your own tax advisor to learn how the tax laws apply to your Kalaia business.
Throughout the year, keep all of your receipts for income and expenses in one place. Designate a folder for paperwork and don’t forget to write down mileage that you’ve traveled in order to conduct your Kalaia business. This will make it much easier for you to calculate your tax return at the end of the year.
You will not be treated as an employee for purposes of sales tax. If we are required to charge any such taxes in respect of our supply of goods or services to the Brand Partners or to our direct retail customers, we will collect and remit these taxes in respect of our sales as appropriate. However, we are not responsible for collecting or remitting any sales taxes on your behalf. You are responsible for collecting and remitting all applicable local, state, and federal sales taxes imposed on your business, although, as set out below, we may at our discretion enter into sales tax collection agreements with the federal and state taxing authorities.
Notwithstanding the foregoing, we reserve the right to enter into sales tax collection agreements with the federal and state taxing authorities which could relieve you of the burdens of charging, collecting or remitting sales taxes. Where applicable, we will notify you of the implementation of such agreements, and will charge and collect sales taxes accordingly.
If you’re offering or arranging for sale of products to a tax-exempt organization, we can remove the tax from the order prior to submission. The organization will need to provide satisfactory evidence of its entitlement to the tax exemption. For more information about sales to tax-exempt organizations, please contact Kalaia.
If you have a vendor event at a facility, you may be required to provide proof of general liability insurance. Consider speaking with your insurance agent about whether or not you need coverage for a small and/or home- based business. If you are using a vehicle for your business, you can you also discuss auto insurance.
ADVERTISING, PRESS, TRADEMARK AND PUBLIC IMAGE PROTECTION
Repackaging Or Relabeling
Because repackaging could violate laws or result in civil liability, all products must be sold in their original packaging only and may not be altered.
Brand Partners may not produce, distribute or sell webinars, DVDs, CDs or other training materials bearing the Company brand and name. Further, Brand Partners are not permitted to offer or collect money for any live or pre-recorded trainings whether in person or virtual. If a Brand Partner chooses to enter into the business of offering sales trainings to Kalaia Brand Partners, she must resign from Kalaia and her organization will Roll-Up, or Kalaia may terminate her. If you have suggestions for training material, please submit your ideas to Corporate by e-mailing hello@KalaiaProducts.com.
- Kalaia cannot guarantee or in any way be responsible for Kalaia products purchased from sources other than Kalaia.
- Kalaia cannot guarantee or in any way be responsible for products that are not officially part of the Kalaia product line.
- Kalaia cannot guarantee or in any way be responsible for products that have been imprinted with the Kalaia trademark by sources other than Kalaia.
- Kalaia cannot guarantee or in any way be responsible for products that are used or applied in a manner inconsistent with the stated intent or instructions of Kalaia.
- Kalaia cannot guarantee how a customer’s skin will react to its products. If you or a customer notices that the Kalaia products are causing irritation, please cease use of the product and wait three weeks before using the product again. If the irritation continues, please contact Kalaia and discontinue use of the products.
- Brand Partners’ duplication of Kalaia trademarks or service marks is prohibited. Examples of Kalaia trademarks include, but are not limited to, Kalaia, or the Kalaia logo. Display or sales of Kalaia product in retail or service establishments of any kind are inconsistent with the purpose for which the trademarks are registered.
- When reproducing the Kalaia logo, it must not be altered in any manner or form.
Kalaia Brand Partners may not duplicate the Kalaia trademark for private use or for the intention of offering or arranging sale of non-Kalaia products to others. Kalaia Brand Partners are however permitted to use the Kalaia Brand Partner marks and logos made available to Brand Partners in the K-Hub according to the Kalaia branding guidelines.
Advertising and Press
You may advertise in local publications and online, but must make sure your advertisement is accurate, professional and not misleading in any way. You must always list your Kalaia website address and use only the official Kalaia Brand Partner logos and images. If you list contact information, you must identify yourself as an Independent Brand Partner so that there will be no confusion that you represent Kalaia or Corporate. You may advertise sponsoring opportunity events, socials or any other Kalaia events you choose. You may not run advertisements that feature specific products for sale or blanket promotions (please review our policy on blanket discounts).
Press Contacts and Leads
Corporate is the primary contact with all press and media. All Brand Partners wishing to contact any members of the media for any reason should contact Corporate Marketing Department first. Press includes any media with a wide audience including network television, newspapers with over 100,000 circulations and all Internet media such as blogs, syndicated columns, broadcast shows and wire services where the potential audience is in excess of 5,000 individuals. Please direct any questions and media inquiries to hello@KalaiaProducts.com.
Corporate initiates all television, cable TV, radio, Internet, newspaper, newsletter and magazine interviews, features and paid advertisements. Kalaia Brand Partners may not initiate, authorize or implement national or regional media publicity. Brand Partners, however, are encouraged to initiate/implement local media interviews.
All interviews with the media must be handled through the Company Communications team. Whether the media outlet pursues you or vice versa, you must inform the Company before the interview is conducted (no exceptions). Contact Corporate Marketing Department immediately and refer the reporter/writer to our public website for contact information. If you are approached by a member of the national media about contributing to a story, you must refer her or him to the Company immediately. Contact hello@KalaiaProducts.com.
As with advertising, you may only personally approach local media when submitting a press release or story pitch. Your copy must be approved through Kalaia prior to sending it. You may submit your copy for approval to hello@KalaiaProducts.com.
The Company requires Brand Partners to list the Kalaia web address in addition to any personal contact information. The Company must approve proposals for regional or national media promotions in advance. Look online in K-Hub for high-resolution logos and advertising guidelines.
Phone & ONLInE Listing Policy
A business phone number or online listing may be listed in the following manner:
Name, Recognition Title with Kalaia
Personal Website URL
Social Media URLs
Kalaia Brand Partners may not use the trademark or trade name Kalaia on bank accounts, credit applications with local suppliers or other business forms. Checking accounts can simply be designated as “Business Accounts.” Or, if you need to list a business on your checking account, credit application or other form, use your name and “Kalaia Independent Brand Partner.” The intent of this is to avoid any implication that a Brand Partner business is the Corporate Office.
Kalaia builds our brand for the general benefit of all Brand Partners. Thus, our trademarked brand name cannot be used to drive traffic away from our corporate site. Our corporate site allocates Leads to all qualified and active Brand Partners. Infractions may result in the immediate termination of a Brand Partner account.
You may not represent yourself in any way online that detracts from the Kalaia brand. You may only have a personal website through Kalaia. In compliance with laws and Direct Selling Association policy, all Independent Brand Partner marketing both in print and online must clearly appear as though it is coming from an independent representative of the Company and not lead the consumer to think they may be interacting with the corporate office. Furthermore, any ad in which the trademarked Kalaia name or logo is used must be approved by the corporate office. Corporate-approved advertisements will be made available online in the K-Hub.
Marketing And Naming of Personal Websites
Using a generic extension like shop, beauty, skincare, cities or major regions, etc., is not allowed as it appears to the end user that this is a corporate site URL. Your extension must relate to your name. You cannot use any name like www.KalaiaProducts.com/skincare; www.KalaiaProducts.com/shop; or www.KalaiaProducts.com/houston.
Restricted Use of Kalaia Trademarked Name
The trademarked Kalaia name and any of its slogans and taglines cannot be used in any Google AdWords or other search engine marketing campaigns of sponsored links. This includes the use of your Personal Website, since this contains KalaiaProducts.com. All web advertisements must clearly contain the descriptor of Independent Brand Partner in both the title and description field.
Use of Kalaia in URLS
You may not use Kalaia, KalaiaProducts, or any derivative in a registered URL with any extension. This is in violation of our trademarked name and can result in the termination of a Brand Partner account. For example, you cannot register or use any URL like www.myKalaiaProducts.com or www.KalaiaProducts.tv, www.KalaiaSkinCare.com etc.
Use of Kalaia in E-Mail Addresses or Social Networking Names
You may not use Kalaia, KalaiaProducts or any derivative of that in any e-mail addresses or social media names. For example, you may not use anything like KalaiaProducts@gmail.com or jenniferKalaia@gmail.com or Kalaia Arizona for a Facebook group page. If you do this, we you may be required to change your email address or the social media name before you are eligible to receive commissions or overrides.
Use of Kalaia Confidential Information – Names, Addresses, Emails
As a Brand Partner you may be given access to certain information about your downline including names, email addresses, addresses, phone numbers, etc. All of this information is confidential and should not be used for any purpose other than Kalaia business. You are restricted from using this information to send invitations to or information about other direct sales companies, school fundraisers, personal issues, or the like. If you misuse this information, your Brand Partner Agreement may be terminated and/or your access to such information may be removed.
Social Networking Pages on Facebook and More
You cannot create a business page, group, or personal page on Facebook or any other social networking site that appears to be the corporate office. However, you may create a site that includes the term “Independent Brand Partner for Kalaia” in the name. You cannot use the word “official” or anything similar. You cannot create an alias for any sites like Twitter or others that use any permutation of the Kalaia name. The social network page cannot make mention of “Kalaia” without being qualified by “Independent Brand Partner for Kalaia” or “Kalaia Independent Brand Partner.”
Solicitation of Business on Facebook, Brand Partner Facebook Group, Twitter or Other Sites
Brand Partners may not use the Kalaia Official Facebook Page or Brand Partner Facebook Group to solicit business, drive people to your Personal Website, or sign up team members. An additional list of rules for the Brand Partner Facebook Group can be found on the Brand Partner Facebook Group Home Page.
Sales Through Auction Sites or Other Internet Sites
Kalaia Brand Partners may not sell Kalaia products on any website other than her personal Kalaia website (including site such as e-bay, craiglist, etsy, Amazon or deal sites). Kalaia Brand Partners may not display product images on other websites with the intent to sell.
You may NOT offer or arrange sales of Company products (including business supplies) through any online auction service or any other website. Nor may you advertise your business or the business opportunity through online auction services. We have a no-tolerance policy on Internet sales and any infractions may result in immediate termination.
Marketing Through Personal Blogs and Other Sites
If you maintain a blog, email, newsletter, or website outside of the Personal Website that Kalaia makes available to its Brand Partners, you may not market, sell, or promote any other products or direct sales companies alongside Kalaia products. Doing so may result in your suspension or termination of the Brand Partner Agreement.
Third Party Websites that Refer Leads to Kalaia
What is an affiliate program?
An affiliate program is a marketing practice in which Kalaia pays certain third-party websites for each new customer or Brand Partner they drive to the KalaiaProducts.com websites through the affiliate’s own marketing efforts. Our primary goal for our affiliate program is to acquire new customers so that we can direct business to our Independent Brand Partners.
Can Brand Partners become affiliates?
No, Brand Partners cannot be affiliates. Instead, Brand Partners earn commissions for sales of products under the Brand Partner Success Plan. So, even if we pay an affiliate commission on an order to an outside third-party website, the new customer is referred to a Brand Partner who can offer and arrange sales of products to the new customer and in turn will receive a commission on the sale of the product. If you have questions about the Kalaia affiliate program, contact us at hello@KalaiaProducts.com.
Corporate Sponsored Co-Branded Promotions or Giveaways
Kalaia reserves the right to partner with other brands or websites to create occasional co-branded promotions or giveaways. The purpose of these promotions is to gain awareness among (and access to) a new set of consumers who may not otherwise know about Kalaia. Our primary goal is to acquire new customers so that we can direct business to our Independent Brand Partners.
In addition, partnering with well-known and highly-regarded brands promotes Kalaia’s beauty authority and raises overall brand awareness – helping open doors for our Brand Partners’ own personal businesses.
Please note: as a reminder to our Brand Partners – to enhance the end-user experience, we request that Brand Partners do not use these Corporate sponsored promotions as a way to direct traffic to their personal websites. (For instance, if there is a contest where a website asks users to submit comments related to the promotion, please do not use the comments as a way to promote your personal website.) As you can imagine, this activity does not support the brand awareness goal and can cause confusion among people new to the brand. All leads acquired from this promotion will be distributed through our normal lead referral program.
PURCHASE AND SALE OF PRODUCTS
Kalaia is a direct-to-consumer business, and a Brand Partner’s success with customers depends on personal relationships. Through direct sales, the consumer may try before buying and receive proper individual instruction in product usage, both before and after the sale. Therefore, Kalaia’s policies regarding sales are intended to steer Brand Partners away from the pursuit of the one-time only, impulse sale, toward long-term, relationship-based sales. That is why Kalaia Brand Partners are encouraged to conduct personalized Socials for individual consumers or groups.
You may not offer your Brand Partner discount to the public at large, including friends and family. This prohibition does not apply to sales pursuant to any Fundraising programs that the Company may have in place at any given time. Your personal discount is for personal purchases only. You may however, buy gifts for others with your discount.
You are prohibited from offering a blanket discount at Socials, through your website, or other marketing channels, including social media. This includes “25% off everything at my Social” or place an “online order with me and I will rebate you 15%.” Any other permutation of an offer that serves to undercut the retail price of Kalaia is restricted.
You may however offer specific, time limited, occasional incentives such as “book a Social tonight and get $25 off your order,” or, “spend over $100 and receive free shipping,” so long as your promotions (including free shipping):
- Are offered to a limited group of customers (members of a club, specific group of individuals, not, for example, an open invite to anyone who can view your Facebook profile).
- Run for no more than 3 days.
- Occur no more than one time per quarter.
You may then personally incur the cost of the shipping or specific promotion for your customers.
Any promotional discount that contributes to a Brand Partner’s minimum CV requirements for earning overrides or her volume rebate will be grounds for termination of her Brand Partner Agreement with the Company by Corporate. We expect our Brand Partners to use their conservative discretion when interpreting the terms of this policy.
At Socials, you will truthfully represent the Company, yourself and the products. You may not use any misleading, deceptive or unfair sales practices. Explanation and demonstration of products offered will be accurate and complete, including but not limited to, price, terms of payment, refund rights, guarantees and after- sales service and delivery. Personal, telephone, text, or messenger contact will be made in a reasonable manner and during reasonable hours to avoid intrusiveness. Immediately discontinue a sales presentation upon request of the consumer. Also, refrain from using comparisons which are likely to mislead, and which are incompatible with the principles of fair competition.
The success of the Company depends on retail sales to the ultimate consumer. It is possible to conduct a healthy business with no product inventory other than your samples. While the Company recognizes that you may wish to purchase certain products for your own use, or in some cases, for “instant delivery” to customers in need of last-minute gifts, it strictly prohibits the purchase of products in unreasonable amounts and prohibits the purchase of products only or primarily to qualify for compensation levels or incentive programs. This is one of the unethical practices that we refer to as “Bonus Buying” and is strictly prohibited. Bonus buying may also result in the immediate termination of a Brand Partner Agreement.
Bonus Buying includes:
- The sponsorship of individuals without their knowledge and/or execution of an Brand Partner Agreement on behalf of others without their knowledge;
- The fraudulent sponsorship of a Brand Partner;
- The sponsorship or attempted sponsorship of nonexistent persons as Brand Partners (“phantoms”);
- The use of a credit card by or on behalf of a Brand Partner when the Brand Partner is not the account-holder of such credit card;
- Subsidizing the entire or partial cost of a customer purchase or New Brand Partner Business Kit purchase that counts towards your volume or adds a Brand Partner to your team. This includes offering a blanket discount or rebate on the purchase of goods;
- The purchase of product to qualify for contests, bonuses, promotions, CV requirements for commissions or paid-as rank;
- Maintaining excessive inventory. Brand Partners may not inventory load, encourage others to inventory load or represent that there is any obligation to purchase products, literature or other sales aids except for the Business Kit, nor shall they represent that overrides, bonuses or other earnings may be obtained solely from the purchase of products rather than the sale of products. Inventory is not a component of our business and should not be carried beyond the month in which it is intended to be sold.
Closing SOCIALS and Customer Delivery
All socials must be closed and submitted within the Kalaia system within five days of the actual social orders being given to the Brand Partner. Socials must close in their entirety within five days of holding the actual Social. In addition, all customer orders given directly to a Brand Partner must be submitted and closed within the Kalaia system within five days of the customer placing the order. If a customer order is shipped directly to a Brand Partner, the Brand Partner must deliver the orders to the customers within five business days of receipt. Any violation of this provision may result in immediate termination of the Brand Partner Agreement by Kalaia.
Brand Partners who cultivate business contacts must remember that the business can purchase Kalaia products as gifts for employees or clients, but there may not be a resale value attached to the products. Brand Partners cannot become a “vendor” to another business. Brand Partners who offer or arrange sale of Kalaia products to a business for gifts must include a personal letter with each gift that provides information about how the end-user can receive personal service from the Brand Partner. Large-scale sales of Kalaia product to regional or national companies are prohibited since they do not lend themselves to the development of personal relationships and personal service that Kalaia is based upon.
Customer Refunds and Returns
You must comply with the Return Policy and procedures currently listed on the Kalaia website at www.KalaiaProducts.com.
Customer Order Forms and Sales Receipts
All Brand Partners making person-to-person sales to customers (including any sales subject to state direct selling requirements) shall ensure that the customer is provided with the then current copy of the Kalaia Sales Order Form, properly completed, and signed by both the Brand Partner and the customer. The Sales Order Form sets out, among other things, the Buyer’s Cancellation Right afforded to the customer under state law. Brand Partners must ensure that all information fields in the Sales Order Form are completed, including the following:
(1) the date of the transaction;
(2) name and address of the selling Brand Partner; and
(3) the signatures of the selling Brand Partner and the customer, and the location where the Form was signed.
In addition, the Brand Partner shall orally inform the customer of his or her cancellation rights. Brand Partner Order forms are available for download via K-Hub.
Brand Partners are required to keep a copy of each Sales Order Form for their own records, and shall be required to retain same for a period of at least seven (7) years.
Where a customer places an order through a Brand Partner’s personal website, the customer will be required to positively accept the sales contract during the order process, and will thereafter be provided with an Electronic Receipt providing printable evidence of the sales contract, and otherwise providing disclosure as required by state law. Brand Partners will be provided with a copy of each Electronic Receipt for their own records, and shall be required to retain same for a period of at least seven (7) years.
Customer Cancellation rights
Consumer protection laws in various states generally require a mandatory 10 day cooling off/cancellation period for sales of products or services and effectively requires that every purchaser be given the unqualified right to cancel the direct sale contract, within 10 days of purchase. This right is set out as part of the Kalaia Order Forms.
A Brand Partner is required by law to tell her customers about their right to cancel orders within ten business days. If a customer cancels an order within the applicable cancellation period, a Brand Partner must promptly refund the customer’s money (as long as any products the customer received are returned to the Brand Partner in substantially the same condition). If a customer cancels an order that the Brand Partner has already submitted to the Company, please contact Support at hello@KalaiaProducts.com.
There are no exclusive territories granted to anyone, and no franchise fees are required.
Due to complex legal and tax considerations involving international sales, no sales or sponsorship efforts may be made outside, unless you have received written approval from Corporate.
Out of Stock Products Items
The Company will quickly ship all products currently in stock. Any out-of-stock items (unless discontinued) may be placed on back order and will be distributed upon Company receipt of additional inventory. A Brand Partner will be charged and granted commissions on future ship items once the order is submitted. Items designated for future ship may be cancelled on a Brand Partner’s request and a credit will be made to either the Brand Partner or customer card based on the original payment method. Commissions will be adjusted accordingly. If the item designated for future ship cannot be filled, the Company will cancel the order and adjust commissions accordingly. The Company has the right to offset such amounts against future commission and other compensation paid or owed to the Brand Partner who received commissions for subsequently canceled orders.
We do not allow Brand Partners to set up a permanent retail display and sell Kalaia products in a retail environment. They are intended to be sold at a Social. A retail outlet includes a kiosk in a mall, boutique, grocery stores, flea markets, etc.
You may conduct a Social at the same retail location (such as a restaurant) no more than once a months.
Brand Partners may leave a flyer in non-retail establishments, such as doctors’ offices, provided the intent is to attract participants to a Social, not to sell. Restaurants are not retail establishments and you may periodically conduct Socials or meetings in a restaurant.
Kalaia Brand Partners may not advertise, promote, sell or sponsor through other company catalogs.
Brand Partner-To-Brand Partner Sales Policy
Brand Partners may make Kalaia products available to other Brand Partners on a cost-recovery basis. For example, when a Brand Partner has an item in her inventory and does not have time to receive an order from Kalaia, it is acceptable for one Brand Partner to sell the Kalaia item to another at the Brand Partner purchase price. No adjustments of volume or commissions will be made by Corporate. Violation of this policy will result in the termination of your Brand Partner Agreement with the Company.
Brand Partners may rent space for in person Socials, however, to prevent the appearance of such a space as being a retail establishment, Brand Partners may not store product in the location. The product must be stored in the Brand Partner’s home. Permanent signage or telephone rental locations are prohibited.
Kalaia Brand Partners may not conduct business outside of the United States. Kalaia does not yet offer Brand Partners the opportunity to enroll Brand Partners outside the United States. If you are interested in sponsoring Brand Partners outside of the United States, contact hello@KalaiaProducts.com for more information as to when Kalaia expects to expand its enrollment internationally.
Best Practices – Opportunity Events
The purpose of a Company sponsored opportunity event is for guests to come and have fun while feeling welcomed and comfortable to explore the business and gather more information about becoming a Brand Partner. It’s also a great event for Brand Partners to attend along with their guests, or to come alone and learn how to talk to others about our opportunity. We want the atmosphere to be light and low-pressure, but informative and helpful.
As we grow in popularity, there is a chance that some guests may arrive at our opportunity event who are “unattached” to an existing Brand Partner. There is also a chance that a guest was informed of our event by a fellow Brand Partner that couldn’t be in attendance. To help reduce confusion, we ask every guest to fill out a short information card upon arrival. This card is then used to figure out where, and with whom, most guests belong.
In the case of an “unattached” guest, here is the procedure that should be followed:
- A list of all Brand Partners in attendance of the opportunity event will be kept
- “Unattached” guests who end up becoming Brand Partners as a result of our opportunity event will be assigned using Corporate Leads system.
Please remember that this situation is rare and you should not attend an opportunity event in the hopes of sponsoring someone new (unless you’ve invited a guest of course!). Please refrain from handing out your personal business cards to any “unattached” guests in the hopes of sponsoring and instead, answer any questions they may have in a helpful way. In the end, everyone benefits and if not personally at this event, then perhaps down the road.
Best Practices – Training Events
Corporate will not be responsible for lost or stolen inventory in the event that a Brand Partner brings her own inventory to a Training event. Corporate recommends that all inventory be locked up during break periods.
Temporary Sales Events
Public events can be opportunities to receive exposure for your Kalaia business. You can find people interested in hosting a Social, purchasing the product or becoming a Brand Partner. However, it is important to consider the cost vs. the return. Brand Partners may promote their business (offering or arranging sale of Kalaia products and sponsoring) at exhibits and trade shows, in accordance with the following:
- he registration for the event must be as a Kalaia Brand Partner.
- The first Brand Partner to register for the space with the event sponsor has the right to conduct that event. If a second Brand Partner would also like to participate, she must contact the first registrant and obtain her permission. If two Brand Partners are registered without prior knowledge, it is up to the second Brand Partner to withdraw from the event if the> first registered Brand Partner does not want double participation. When registering for events, it is a good business practice to check cancellation policies and to proactively check with the sponsor to ensure another Kalaia Brand Partner is not already registered.
- The booth must be staffed at all times and must not be shared by another business.
- An event held in the common area of a shopping mall is permissible.
Please note that Expos, Trade Shows and Booth Events are not considered a core part of the Kalaia business and Corporate does not specifically recommend participation in these events, nor do we endorse any specific event. Furthermore, as an Independent Brand Partner, you are responsible for your decision to host or co- host a booth at an Expo, Trade Show, or Booth Event. The business agreements made between Kalaia Brand Partners to host or co-host an event are the proprietary responsibility of the Brand Partners and the event planners. We strongly advise every Brand Partner to evaluate every business decision thoroughly before proceeding with the understanding that Corporate is not responsible for the Brand Partner’s participation or subsequent results
Participation in any one specific Temporary Sales Event shall be limited to two weeks in a calendar year. The goal of Kalaia in establishing this policy for trade shows, expos and craft fairs is to promote the professional image of Kalaia and all Brand Partners, and provide an atmosphere of mutual respect and ethical cooperation. You are encouraged to take creative approaches in your selling. However, your primary approach should always be selling through hosting Socials (whether online or in person). Before agreeing to participate in any other type of event, you should be able to answer “yes” to the following questions:
- Is this event fair to all parties involved?
- Is this legal and ethical?
- Will this generate new bookings or future business?
- Will this approach provide the best environment for a successful event for the host?
If a Temporary Sales Event (such as a craft fair or holiday bazaar) a) is set up inside a retail environment (such as a shopping center or base exchange); b) occurs more often than every six weeks in its entirety, and/or c) occurs for twenty-five (25) consecutive days or more, you may set up a display about your independent sales business for the event but you may NOT have product available for cash and carry sales. An established retail environment is defined as a location in which permanent retail activities take place, such as inside a shopping center, inside or adjacent to a base exchange, or inside or adjacent to a permanent swap meet. Shopping center kiosks, base exchanges, or permanent swap meets are not approved locations for temporary sales forums, because they take place within an established retail environment.
If you have any questions about whether to participate in an event, please contact Support.
When you register to participate in an event, the event sponsor may ask you for your sales tax registration or inform you that you must post a copy of your Seller’s Permit at your booth. Regarding charging and collection of sales tax, please refer to “Sales Tax” section on page 27 for details. If you are required to provide sales tax registration information to the event organizer, please email hello@KalaiaProducts.com with the name and contact information for the event and we can provide you our sales tax information. You will likely need to obtain an insurance rider for the event through your business insurance agent.
Assistance For Hearing Impaired At Corporate Events
While Corporate holds several events throughout the year, the Company is not required to provide accommodations for hearing impaired Brand Partners. Brand Partners are independent and not company employees, and therefore should be prepared to make their own accommodations. If a Brand Partner will arrange accommodations at an event, please contact hello@KalaiaProducts.com to coordinate at least four weeks in advance of the event.
You acknowledge that the Kalaia website may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond the operating party’s reasonable control, and that neither party shall have any liability to the other by reason of any such shutdowns.
Any breach of these Policies or the Brand Partner Agreement, or any illegal, fraudulent, deceptive or unethical business conduct on your part may result, at our sole discretion, in one or more of the following contractual remedies:
- Issuance of a written warning or admonition.
- Seeking a liquidated damages amount from you, which may be imposed immediately or withheld from future commissions.
- Reassignment of all or part of your organization.
- Placing you on Account Hold, during which period you may not conduct Kalaia business or receive compensation.
- Suspension of your Brand Partner status, which may result in termination, or reinstatement with conditions or restrictions.
- Termination of Brand Partner status.
Acts of Household Members
The violation of a provision of the Kalaia Brand Partner Agreement or these Policies by any member of your immediate household will be imputed to you and will subject you to appropriate action by Kalaia, including possible termination of your status as a Brand Partner.
Grievances and Complaints
If you have a grievance or complaint about another Brand Partner that you are unable to resolve regarding any practice or conduct related to the Kalaia business, please submit a report (electronic or written) describing the situation to Kalaia Brand Partner Support for review to hello@KalaiaProducts.com.
Reporting Policy Violations
If you observe a violation of the Policies by another Kalaia Brand Partner, please submit a report (electronic or written) to Kalaia Brand Partner Support (hello@KalaiaProducts.com) describing the circumstances, evidence and any other pertinent information. Your report to the Company will be held in the strictest confidence.
The Company reserves the right to amend 1) Brand Partner Agreement, 2) the Success Plan, 3) the Policies, 4) its prices, 5) product and service availability at any time without prior notice as it deems appropriate. Amendments will be communicated to Brand Partners through official Company publications, websites, or voice or e-mail. Amendments are effective and binding on all Brand Partners as of the date of issuance. In the event of any conflict between the original documents and policies and any such amendment, the amendment will control.
As a Brand Partner, you indemnify and hold harmless Kalaia and its owners, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to your: (a) activities as a Brand Partner including, without limitation, any unauthorized representations made by you; (b) breach of the terms of the Brand Partner Agreement; or (c) violation of or failure to comply with any applicable federal, states or local laws or regulations. Kalaia shall have the right to offset any amounts owed by you to Kalaia (including, without limitation, the repayment of commissions as a result of product returns) against the amount of any commissions or bonuses owed to you.
SPAM and MASS Solicitation
Brand Partners may not use or transmit SPAM email, text messages, conduct mass solicitations via social media which violate the policies of a social media platform, make unsolicited telephone calls, or use an automatic telephone dialing system relative to the operation of their Kalaia businesses and agree to inform themselves of the laws applicable to telemarketing. The terms “unsolicited telephone calls” telephone calls made for the purpose of solicitation to a recipient who has not consented to the telephone call. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.
Brand Partners are not authorized to make unsolicited telephone calls on Kalaia’s behalf. If a Brand Partner decides to make such calls to persons with whom he/she has an Existing Business Relationship (defined to arise where (1) a product or service has been purchased by the person from the Brand Partner within the previous 18 months, (2) an inquiry or application has been made by the person of the Brand Partner within the previous 6 months, or (3) there is a written contract currently in effect between the person and the Brand Partner or that has expired within the previous 18 months), they do so on their own behalf and are required to undertake that they will comply with all applicable rules and laws, including: (1) privacy laws, (2) registration with the National Do Not Call List program under the Telecommunications Act rules, (3) maintaining a Do Not Call List so that consumers may request not to be called, and (4) disclosing the following information at the beginning of the call: purpose of the call, a toll-free telephone number for questions or comments about the call, the nature of the product or business interest being promoted, and the identity of the person or organization on whose behalf the call is made, the price of any product being promoted and any material restrictions, terms or conditions applicable to its delivery. Brand Partners are not permitted to make or send any other unsolicited telephone calls. In keeping with the spirit of Kalaia’s values, Brand Partners should strategically post to social media and should avoid over-posting that arises to the level of spam and nuisance.
All rights, powers and remedies given to Kalaia are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Kalaia to exercise any power or right under this Agreement or to insist upon strict compliance by you with any obligation or provision shall constitute a waiver of Kalaia’s right to demand exact compliance therewith. Waiver by Kalaia can be effective only in writing by an authorized officer of Kalaia.
Upon any breach of the Brand Partner Agreement by the Brand Partner, Kalaia will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Because the remedy at law for any breach of any provision of the Brand Partner Agreement shall be inadequate, in addition to any other remedies in law or in equity that it may have, Kalaia shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Brand Partner Agreement. In addition, Kalaia shall be entitled to its costs and expenses, including reasonable attorneys’ fees, in enforcing its rights under the Brand Partner Agreement.
Kalaia maintains its right to insist on compliance with these Policies or with the applicable laws governing the conduct of a business. In the event that we permit a variance of the rules, that permission does not extend to future variances. This provision deals with the concept of “waiver,” and the parties agree that we do not waive any of our rights under any circumstances.
All disputes and claims relating to Kalaia, the Brand Partner Agreement, the Success Plan, the Company’s products, the rights and obligations of the Brand Partner, or any other claims or cause use of action relating to the performance of either the Brand Partner or Kalaia under the agreement shall be adjudicated totally and finally in the State of Utah or such other location as the Company prescribes. Unless the State in which you live requires the application of its laws and venue, this agreement is governed by the laws of the State of Utah, without regard to principles of conflicts of laws.
Should any portion of the Brand Partner Policies, the Brand Partner Agreement or of any other instruments referred to herein or issued by Kalaia be declared invalid by a court of competent jurisdiction, the balance of such rules, applications or instruments shall remain in full force and effect.
Limitation Of Damages
To the extent permitted by law, Kalaia and its affiliates, officers, directors, associates and other representatives shall not be liable for, and the Brand Partner hereby releases the foregoing from, and waives any claim of loss of profit, incidental special, consequential, or exemplary damages which may arise out of any claim whatsoever relating to the Company’s performance, non-performance, act, or omission with respect to the business relationship or other matters between the Brand Partner and the Company whether sounding in contract, tort or strict liability. Furthermore, it is agreed that any damage to the Brand Partner shall not exceed, and is hereby expressly limited to the amount of unsold Kalaia products and services owned or held by the Brand Partner and commissions, bonuses and overrides.
These Policies and the Success Plan, as each may be amended from time to time, are incorporated into the Kalaia Brand Partner Agreement and constitute the entire Agreement of the parties regarding their business relationship.
COMPANY ADDRESS AND CONTACT INFORMATION
3731 W 10400 S
South Jordan, UT 84009