Affiliate Program Terms

Affiliate Marketing Agreement

("Agreement") is effective as of the date signed on the associated Affiliate Agreement - Condensed Terms (the "Effective Date") by and between TAKENYA ("Company") and the individual or entity identified and signing on the Affiliate Agreement - Condensed Terms ("Affiliate"). By signing the condensed agreement and participating in the Affiliate Program, the Affiliate agrees to comply with all terms and conditions outlined in both the condensed agreement and the extended terms with a copy of both provided associated Agreements by TAKENYA.

The extended terms serve as a detailed supplement to the condensed agreement and govern all Affiliate activities and interactions with the Company. These terms may be updated from time to time, and continued participation in the Affiliate Program constitutes acknowledgment and acceptance of the most current terms. It is the Affiliate’s responsibility to review the detailed terms periodically to remain informed of any updates.

Purpose

The purpose of this Agreement is to define the Terms and Conditions under which the Affiliate will promote and represent TAKENYA's products and mission in alignment with TAKENYA's core values and brand policies.

TAKENYA’s Mission and Values

Mission Statement:

To manufacture, import, and resell apparel and fashion accessories in the U.S., featuring original artwork by Takenya Rosetta. Our mission is to operate ethically, provide fair employment, and help women feel beautiful and dignified. We are committed to ending human trafficking and exploitation through our donations and advocacy.

Core Values:

Social Responsibility: We commit to ethical practices and making a global impact.
Empowerment: We focus on helping women feel beautiful and providing opportunities for artists and partners.
Authenticity: Our designs showcase the unique artistry of Takenya Rosetta.
Quality: We prioritize well-made products that are both beautiful and durable.
Community: We build strong, respectful partnerships with our Authorized Partners and vendors.
Innovation: We continuously improve to meet our long-term goals and adapt to the fashion industry.
Charity: We donate a percentage of proceeds to human trafficking charities, supporting efforts to combat exploitation.

Company Culture:
TAKENYA is a family, a community of individuals aligned by purpose and values. Here, people come first. We uphold an environment of respect, integrity, and care, seeing each person as beautifully and wonderfully made.

Affiliate Responsibilities

The Affiliate agrees to:

Brand Alignment:
Promote TAKENYA products, mission, and values in a manner consistent with TAKENYA’s brand identity, voice, and core principles, as outlined in this Agreement and any provided marketing guidelines.
Professionalism and Conduct:
Abide by the highest standards of conduct, professionalism, and social responsibility. This includes refraining from any behavior or content that is unlawful, defamatory, discriminatory, offensive, or otherwise inconsistent with TAKENYA’s values.
Accurate Representation:
Maintain accurate, honest, and transparent representations of TAKENYA products and their benefits. Affiliates must avoid misleading claims, overstatements, or unsupported statements about the performance or features of TAKENYA products.
Compliance with Marketing Laws:
Comply with all applicable marketing, advertising, and disclosure laws, including the Federal Trade Commission (FTC) guidelines for endorsements and testimonials. This includes clearly disclosing the Affiliate’s relationship with TAKENYA in all promotions and content.
Content Approval:
Use only approved marketing materials provided by TAKENYA or ensure any custom content is pre-approved in writing by TAKENYA to protect brand integrity.
Prohibited Actions:
Avoid engaging in the following actions:

Spamming, including sending unsolicited emails or messages.
Participating in unethical, illegal, or fraudulent marketing practices.
Using TAKENYA’s trademarks, logos, or other intellectual property in a way that is misleading, unauthorized, or damaging to TAKENYA’s reputation.

Performance Tracking:
Keep accurate records of promotional activities and provide TAKENYA with any requested reports or data regarding their performance as an Affiliate.
Confidentiality:
Protect all confidential information provided by TAKENYA, including marketing strategies, customer data, and operational processes, in accordance with the Non-Disclosure terms outlined in this Agreement.
Social Media and Online Conduct:
Ensure all promotional content, including social media posts, blogs, and ads, aligns with TAKENYA’s guidelines and reflects positively on TAKENYA’s brand image. Affiliates must refrain from posting inappropriate or controversial content that could harm the brand’s reputation.
Continuous Learning:
Stay informed about TAKENYA’s products, updates, and policies to ensure accurate and up-to-date promotions. Affiliates are encouraged to participate in any training or resources provided by TAKENYA.
Social Media and Online Conduct:
Ensure all promotional content, including social media posts, blogs, and ads, aligns with TAKENYA’s guidelines and reflects positively on TAKENYA’s brand image. Affiliates must refrain from posting inappropriate or controversial content that could harm the brand’s reputation.
Co-Marketing Opportunities with Affiliates, Partners, Third-Party Service Providers, or any other Associations:
TAKENYA may invite affiliates to participate in co-marketing initiatives. Such collaborations will be governed by separate written agreements detailing roles, responsibilities, and cost-sharing arrangements (if applicable). In the event that TAKENYA extends an opportunity for affiliates to co-market with a potential partner or third-party service provider, the following terms shall apply to ensure mutual benefit and alignment with TAKENYA’s standards:

Opportunity Scope and Objectives:
The co-marketing initiative will include a clear outline of the goals, target audience, and expected outcomes. TAKENYA will provide a detailed description of the campaign, including its relevance to TAKENYA’s mission and the value it brings to affiliates.
Roles and Responsibilities:

TAKENYA’s Role: TAKENYA will coordinate the overall campaign strategy, supply necessary resources, and provide guidelines for participation.
Affiliate’s Role: Affiliates will be expected to promote the campaign in accordance with TAKENYA’s branding and marketing standards, utilizing their existing channels and audiences. Affiliates may be required to collaborate with partners or third parties in a professional and ethical manner.

Content and Material Approval:
All marketing materials or content created by the Affiliate, partners, or third-party providers must receive prior written approval from TAKENYA before being published or distributed. This approval ensures alignment with TAKENYA’s brand values and compliance with legal standards. Affiliates must submit materials via email, including all relevant components such as graphics, music, audio, videos, written descriptions, hashtags, and mentions/handles. A TAKENYA Representative will review the submission and provide feedback or approval. Once the approved content is published on the Affiliate’s platform, a digital copy and a live screenshot (for images) or a screen recording (for videos) must be submitted for tracking and confirmation. Affiliates grant TAKENYA the rights to use any submitted or published media for purposes such as brand promotion, marketing, advertising, and other business-related activities. For posts with a limited visibility duration on platforms (e.g., Snapchat or Facebook Stories), Affiliates must download a copy, record the live post, and email it to info@takenyausa.com for verification.

Revenue Sharing or Compensation:
If applicable, any revenue-sharing arrangement or additional compensation offered as part of the co-marketing initiative will be outlined in a separate agreement. TAKENYA will communicate the terms of such arrangements in advance.
Confidentiality and Data Sharing:
Affiliates agree to maintain the confidentiality of any information provided during the co-marketing collaboration. Data sharing with partners or third-party service providers will be conducted in accordance with applicable data protection laws, and affiliates will not share or distribute proprietary information without explicit consent from TAKENYA.
Compliance and Standards:
Affiliates participating in co-marketing opportunities must adhere to all applicable laws, advertising standards, and TAKENYA’s policies. Affiliates are prohibited from misrepresenting TAKENYA or its partners in any way.
Termination or Withdrawal:
TAKENYA reserves the right to terminate or modify the co-marketing initiative at any time. Affiliates may also withdraw from the opportunity by providing written notice to TAKENYA if participation becomes untenable for any reason.

By participating in co-marketing opportunities, affiliates can expand their reach, collaborate with TAKENYA’s trusted partners, and enhance their promotional efforts while contributing to TAKENYA’s overall growth and mission.

Affiliate Participation in Gatherings:
Affiliates are encouraged to actively participate in gatherings organized by TAKENYA, including but not limited to local events, virtual meetings, live streaming sessions, or other company-hosted initiatives. These gatherings are designed to:

Foster community and collaboration among affiliates.
Provide training and updates on TAKENYA’s products, mission, and promotional strategies.
Support the professional growth and development of affiliates by sharing valuable insights, marketing techniques, and best practices.

While participation is not mandatory, regular attendance and engagement in such events are highly encouraged as they contribute to the growth and development of both TAKENYA and the affiliate’s promotional efforts. Affiliates who attend may benefit from networking opportunities, early access to new resources, and enhanced strategies for achieving success within the program.

TAKENYA will make reasonable efforts to provide notice and accessibility options, such as recordings or alternative formats, to accommodate affiliates who cannot attend in real-time, but this is not guaranteed.

Policies of Conduct

Affiliates are expected to uphold the highest standards of conduct and professionalism in all interactions and communications. These policies are designed to ensure alignment with TAKENYA’s values, mission, and brand identity.

4.1 Respect and Inclusion

Affiliates must treat all individuals with respect, dignity, and understanding, including but not limited to:

Colleagues and other Affiliates associated with TAKENYA.
Potential and existing customers, supporters, and partners.
Individuals or groups interested in TAKENYA’s mission.

Affiliates are expected to honor diversity, avoid discrimination or bias, and maintain an environment that fosters inclusion and mutual respect.

4.2 Professional and Social Standards

Personal Conduct:
Affiliates shall conduct themselves with integrity and professionalism in all interactions, whether in person, online, or during promotional activities. Actions or communications that could harm TAKENYA’s reputation, including offensive or divisive language, are strictly prohibited.
Online Presence:

Avoid engaging in or sharing content involving profanity, offensive language, or controversial topics that conflict with TAKENYA’s mission or values.
Refrain from making political or inflammatory statements when representing TAKENYA or using TAKENYA-branded content.
Share positive, uplifting content that aligns with TAKENYA’s mission, emphasizing its impact and the causes it supports.

Dress Code and Appearance:
Affiliates representing TAKENYA in a professional or public capacity, including virtual meetings, must maintain attire that reflects TAKENYA’s refined and professional image. Inappropriate, overly casual, or revealing clothing is discouraged.
Personal Stories and Content Creation:
When sharing personal stories or experiences:

Ensure communications remain professional, concise, and relevant to TAKENYA’s mission.
Avoid oversharing graphic details, traumatic experiences, or divisive opinions.
Focus on the positive change and impact of TAKENYA’s mission and how it aligns with your personal values.

4.3 Social Media and Public Communications Guidelines

Affiliates must adhere to the following standards for social media and public-facing content:

Content Guidelines:

Post content that is uplifting, mission-aligned, and reflective of TAKENYA’s core values.
Avoid divisive, inflammatory, sexually explicit, profane, or criminal content.
Highlight TAKENYA’s products, mission, and positive impact without exaggeration or misrepresentation.
Affiliate-generated promotional content must be submitted to TAKENYA for review at least 5 business days before publication. TAKENYA reserves the right to request modifications to ensure alignment with branding and compliance standards.

Brand Representation:

Use TAKENYA’s branding, logos, and promotional materials only as authorized.
Ensure that all promotional posts clearly identify the Affiliate’s connection to TAKENYA (e.g., including disclosure statements in compliance with FTC guidelines).
TAKENYA will provide onboarding materials and optional training resources to help affiliates understand TAKENYA’s products, mission, and promotional guidelines.

Engagement with Followers:

Interact with followers and customers respectfully and professionally.
Avoid confrontational or argumentative interactions in public forums.

Prohibited Activities:

Affiliates must not use TAKENYA-related platforms or accounts for personal gain unrelated to the mission, such as promoting competing products, political campaigns, or unrelated personal content.
Refrain from engaging in spamming, unauthorized giveaways, or other activities that could harm the reputation of TAKENYA.

Healthy Boundaries and Self-Management

Affiliates are encouraged to maintain a healthy balance between work, personal well-being, and relationships, all while upholding TAKENYA’s values and expectations. This section focuses on supporting professionalism, emotional well-being, and responsible conduct in a manner consistent with TAKENYA’s standards.

5.1 Emotional Boundaries and Self-Care

Respectful Interactions: Affiliates should establish and honor personal boundaries to ensure respectful and productive interactions with colleagues, customers, and the TAKENYA community.
Work-Life Balance: Affiliates are encouraged to prioritize their well-being and communicate openly with TAKENYA if they need adjustments to their work commitments to maintain a sustainable balance between professional and personal responsibilities.

5.2 Personal Accountability

Professionalism: Affiliates are expected to uphold a high level of professionalism by fulfilling commitments promptly, attending meetings or events on time, and meeting deadlines.
Proactive Communication: If delays or conflicts arise, Affiliates must communicate promptly and transparently with TAKENYA to maintain trust and accountability.

6. Communication Standards

Affiliates are expected to uphold the following principles when communicating with colleagues, clients, and the wider TAKENYA community:

Compassionate Interaction: Approach all communications with empathy, kindness, and understanding, fostering positive, respectful interactions.
Respectful Dialogue: Maintain open, respectful, and transparent communication with colleagues and clients at all times. Avoid judgment, assumptions, or negative bias regarding others’ experiences or perspectives.
Nurturing Relationships: Cultivate strong, supportive relationships with clients, demonstrating availability, encouragement, and engagement. A commitment to building trust, loyalty, and meaningful connections will reflect TAKENYA’s values.

7. Content and Representation Guidelines

Affiliates must adhere to the following standards when representing TAKENYA through any form of content:

Alignment with TAKENYA’s Values: All content should accurately represent TAKENYA’s core values of kindness, respect, upliftment, and inclusivity.
Avoid Offensive or Divisive Content: Refrain from using offensive, political, or divisive language in any public communication or representation of the brand.
Respect for TAKENYA’s Foundation: While fostering inclusivity, affiliates should respect TAKENYA's foundation in Christian values and the diversity of beliefs within the broader community. Content should reflect TAKENYA's mission without alienating or disregarding any individual's personal belief system.
Product Claims: Affiliates may only use product claims and descriptions explicitly provided or approved by TAKENYA. Unverified or misleading claims are strictly prohibited.

8. Compensation and Payment Terms

Affiliates will be compensated for sales generated through their unique referral link according to the following terms:

Commission Structure: Affiliates will earn a 20% commission on the net sales price of purchases made through their referral link. This is calculated after covering transaction-related costs such as taxes, shipping, handling, and transaction fees.
Charity Donation: In addition to the affiliate’s commission, an extra 10% of the net sales value will be donated to a pre-approved charity selected by the Affiliate.
Payout Schedule: Commissions will be paid monthly, following a 60-day holding period after the close of each month. This period allows time for any potential returns or cancellations. Payments will be processed within 15 days after the holding period concludes.
Payment Method: Payments will be made via PayPal, and a detailed commission report will be provided to the Affiliate for transparency on the Affiliate Dashboard through our program software. The Affiliate’s login access to the dashboard will be provided by and managed by a TAKENYA Representative. Alternative payment platforms may be considered but are not guaranteed as a method to receive commission payments if the Affiliate does not have a PayPal account.
Tracking and Attribution: TAKENYA uses Refersion to accurately attribute sales and track affiliate performance. Affiliates will have access to a tracking system to monitor sales performance and view their earned commissions. The Affiliate is encouraged to regularly check this system to ensure all sales are accurately attributed.
Adjustments: TAKENYA reserves the right to adjust commissions in the event of customer returns, cancellations, or fraud. Adjustments will be reflected in the following month's payment.
Affiliate’s Responsibility for Taxes and Fees: The Affiliate is solely responsible for reporting and paying any taxes, including income tax, self-employment tax, and any other fees, duties, or charges that arise as a result of participation in this affiliate marketing program. TAKENYA will not withhold any taxes or make any tax filings on behalf of the Affiliate. It is the Affiliate’s responsibility to comply with all applicable tax laws.
Affiliate’s Business-Related Expenses: The Affiliate is solely responsible for any costs, expenses, or fees associated with the promotion of TAKENYA products, content creation, marketing, or other business-related activities. This includes, but is not limited to, advertising costs, website hosting, design, content creation, and any other expenses incurred in the course of affiliate marketing. TAKENYA will not reimburse or be liable for any such costs.
Commission on Recurring or Subscription Sales: If a customer referred by the Affiliate subscribes to a recurring service or product, the Affiliate will continue to receive commissions for subsequent payments, provided the customer remains in good standing and the subscription is active.
Right to Modify Commission Structure: TAKENYA reserves the right to modify the commission structure or other compensation terms at its sole discretion, with notice to the Affiliate. Any changes will apply to future sales and will not affect commissions earned on sales prior to the change.
Marketing Budget: Affiliates are advised to operate within a reasonable marketing budget for promotional activities and are solely responsible for any financial commitments made for such efforts.
Compliance with Laws and Regulations: The Affiliate agrees to comply with all applicable laws, regulations, and industry standards regarding marketing and advertising, including but not limited to, the Federal Trade Commission (FTC) guidelines, data protection regulations, and any other legal obligations that apply to their activities.
Account Inactivity: If the Affiliate does not generate any sales or activity through their referral link for a consecutive period of six months or more, TAKENYA reserves the right to terminate the Affiliate account without notice.
Dispute Resolution: In the event of a dispute related to commission payments, the Affiliate and TAKENYA agree to resolve the issue through mediation or arbitration before pursuing any legal action. Both parties agree to work in good faith to resolve any disagreements in a timely and amicable manner.

9. Term and Termination

9.1 Term

This Agreement will remain in effect until terminated by either party, as outlined in the following provisions.

9.2 Termination for Cause

TAKENYA reserves the right to terminate this Agreement immediately if the Affiliate:

Violates any term of this Agreement.
Engages in conduct that harms the reputation, brand integrity, or public perception of TAKENYA.
Breaks the law or violates any regulations or governing bodies relevant to their activities, including but not limited to advertising, sales, data protection, or other regulatory compliance.

In the event of termination for cause, TAKENYA will provide written notice to the Affiliate, detailing the reason for termination.

9.3 Termination Without Cause

By Either Party: Either party may terminate this Agreement without cause by providing 10 days' written notice to the other party. Written notice can be delivered via email or other reliable means of communication.
Affiliate’s Right to Terminate for Moral or Brand Conflict: If the Affiliate feels that a campaign, brand presentation, or initiative by TAKENYA conflicts with their personal morals, image, or brand, they may terminate this Agreement with 10 days' written notice. This allows the Affiliate to gracefully withdraw from the program if they feel the TAKENYA’s direction no longer aligns with their values or public image.
Immediate Termination for Brand Protection: TAKENYA reserves the right to terminate this Agreement immediately if the Affiliate’s actions, associations, or promotions are deemed harmful to the TAKENYA brand or its interests. In such cases, TAKENYA Representatives will make reasonable efforts to notify the Affiliate through the contact details provided (including phone, email, SMS, or social media messaging).

9.4 Force Majeure

Neither party shall be held liable for any delay or failure in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, government regulations, or other unforeseen events.

9.5 Effect of Termination

Upon termination of this Agreement:

Cessation of Activities: The Affiliate agrees to immediately cease all promotions, representations, and use of TAKENYA’s intellectual property. This includes the discontinuation of any ongoing sales activities or public-facing representations of the brand.
Outstanding Commissions: Any outstanding commissions due to the Affiliate will be paid in accordance with TAKENYA’s payment terms, subject to adjustments for returns, fraud, or other factors outlined in this Agreement. In the event of termination for cause, TAKENYA reserves the right to withhold or adjust any pending commissions to cover costs incurred as a result of the Affiliate’s actions.
Return of Products and Materials: The Affiliate agrees to promptly return any TAKENYA products, promotional materials, and company property (physical or digital) in their possession upon termination. This includes:

Products provided for promotional purposes.
Digital assets (such as images, logos, documents, or other proprietary materials).
Software accounts, tools, and access granted by TAKENYA for the Affiliate’s work (e.g., CRM, affiliate platform, etc.).

Pursuit of Damages: If the Affiliate’s actions result in damage, financial loss, or additional expenses to TAKENYA (including but not limited to legal fees, administrative costs, or reputational harm), TAKENYA reserves the right to pursue claims for damages or recovery of any costs incurred as a direct result of such actions. This may include the delegation of remaining commissions or withholding payments to offset such costs, as necessary.

9.6 Non-Disclosure of Confidential Information After Termination

Post-Termination Confidentiality Obligation: The Affiliate agrees to continue to honor the confidentiality obligations set forth in this Agreement, including the non-disclosure of any confidential information or trade secrets of TAKENYA, even after termination of this Agreement.
Non-Disparagement: Upon termination, the Affiliate agrees not to make any disparaging, defamatory, or harmful statements about TAKENYA, its officers, employees, or affiliates. This obligation extends indefinitely after the termination of this Agreement.
Survival of Terms: The provisions of this Agreement relating to confidentiality, intellectual property, indemnification, dispute resolution, and any other obligations that by their nature should survive termination, will remain in effect even after termination of this Agreement.
Ownership of Intellectual Property: Any intellectual property, content, or materials created by the Affiliate in connection with their promotion of TAKENYA products or services during the term of this Agreement shall be the exclusive property of TAKENYA. The Affiliate agrees to assign any rights, title, and interest they may have in such materials to TAKENYA.
Cessation of Use of Affiliate Link: Upon termination of this Agreement, the Affiliate will immediately cease using any referral links, tracking codes, or other promotional tools provided by TAKENYA and will not be entitled to any further commissions on sales made through such links after the termination date.

9.7 Termination for Inactivity with Reinstatement Conditions:
Affiliates whose accounts are terminated for inactivity may submit a request for reinstatement, along with a proposed plan to meet performance requirements. TAKENYA reserves the right to approve or deny such requests.

10. Legal Compliance

Affiliates must adhere to all applicable laws, regulations, and industry standards, including but not limited to the following:

Adherence to FTC Guidelines: Affiliates must comply with all relevant regulations, including the Federal Trade Commission (FTC) guidelines for affiliate marketing and endorsements. This includes, but is not limited to, proper disclosure of affiliate relationships in all marketing content (e.g., blog posts, social media, advertisements), and any other applicable disclosures in line with local, state, and federal laws.
Honest and Transparent Marketing: Affiliates are prohibited from engaging in any form of deceptive, misleading, or unethical advertising or marketing practices. This includes false claims about TAKENYA’s products or services, misrepresenting the benefits, features, or characteristics of the products, or creating unrealistic expectations for customers. Affiliates must also ensure that any representations or statements made about associated charities or causes are truthful, accurate, and not misleading. Affiliates are prohibited from using TAKENYA’s name or branding in connection with any charity or cause that engages in deceptive or unethical practices, and must cease any association with such entities if such misconduct is identified.
Reporting Deceptive or Illegal Activities: If the Affiliate becomes aware that a charity, cause, or partner they are promoting in connection with TAKENYA is engaging in deceptive or illegal activities, the Affiliate is obligated to immediately inform a TAKENYA Representative. TAKENYA will then be responsible for investigating the matter and, if necessary, reporting the findings to the Founder and Owner of the entity TAKENYA. This obligation is essential to maintaining the integrity of TAKENYA’s brand and relationships.
Compliance with Advertising Regulations: Affiliates must follow all applicable advertising regulations, including but not limited to those governing email marketing (e.g., CAN-SPAM Act), social media advertising, and any other relevant advertising standards.
Data Protection and Privacy Laws: Affiliates are required to comply with all applicable data protection and privacy laws, including, but not limited to, the General Data Protection Regulation (GDPR) for customers in the European Union and the California Consumer Privacy Act (CCPA) for customers in California. Affiliates must ensure that customer data is handled securely and that any collection or use of data for marketing or promotional purposes is fully compliant with relevant laws. Affiliates are responsible for ensuring the security of any customer data they process or handle in connection with their activities for TAKENYA. Affiliates must notify TAKENYA immediately of any suspected data breach or unauthorized access.
Prohibition of Unauthorized Use of Intellectual Property: Affiliates must not use TAKENYA’s trademarks, logos, or intellectual property in any way that is not explicitly authorized under this Agreement. The Affiliate must ensure they do not infringe on TAKENYA’s intellectual property rights or use any of TAKENYA’s materials or content inappropriately.
Non-Violating Content: Affiliates may not promote TAKENYA’s products in association with content that is illegal, harmful, defamatory, offensive, or that may harm the reputation of TAKENYA’s brand. Affiliates are prohibited from using TAKENYA’s products or services in any context that violates laws, including promoting products alongside harmful or illegal activities.
Associated Charities and Causes: Affiliates may introduce relevant and important charities, causes, or partnerships to TAKENYA for consideration. However, all charities and causes associated with TAKENYA’s brand and mission must be pre-approved by TAKENYA before they are promoted or incorporated into any social impact and marketing efforts. Affiliates are responsible for ensuring that the charities, causes, or partnerships they introduce align with TAKENYA's values and do not engage in deceptive or illegal activities to the best of their knowledge. Affiliates are also responsible for ensuring that their promotional materials accurately represent the charity or cause and do not cause harm to TAKENYA’s reputation. TAKENYA reserves the right to reject any charity or cause that does not meet its standards for ethical conduct. Any affiliate promoting a charity or cause that is found to be involved in misconduct or misrepresentation may have their affiliation terminated, and TAKENYA will disassociate from the entity.
Consequences for Non-Compliance: If the Affiliate is found to be in violation of any applicable law, regulation, or this Agreement, including misrepresentations related to associated charities or causes, TAKENYA reserves the right to terminate the Affiliate’s participation in the Program immediately, without prior notice. The Affiliate may also be liable for any damages, including but not limited to legal fees, incurred by TAKENYA as a result of the Affiliate’s non-compliance.
Cooperation with Investigations: If TAKENYA is required to cooperate with a government investigation, regulatory authority, or legal proceeding in relation to the Affiliate’s actions, the Affiliate agrees to cooperate fully, provide necessary documentation, and support as needed, including the potential disclosure of records related to their affiliate marketing activities.

Dispute Resolution

Before initiating mediation or arbitration, the parties agree to engage in good-faith discussions to resolve any disputes informally. If no resolution is achieved within 30 days, either party may proceed to formal dispute resolution as outlined in this agreement. Any disputes arising under this Agreement shall be resolved through mediation and/or arbitration. The mediation process shall take place in Alaska, US, and both parties agree to make a good-faith effort to resolve the dispute through mediation before proceeding to arbitration.

11.1 Mediation
The parties agree to select a neutral mediator in Alaska, who shall facilitate resolution. The mediation process shall be initiated within 30 days of a written request for mediation. Both parties agree to participate in mediation in good faith.

11.2 Arbitration
If a resolution cannot be reached through mediation, the dispute shall be resolved through arbitration under the rules of the American Arbitration Association (AAA) or another mutually agreed-upon body. The arbitration shall be conducted in Alaska, US, and the decision rendered by the arbitrator shall be binding upon both parties. Each party shall bear its own costs of arbitration unless otherwise determined by the arbitrator.

11.3 Legal Action
If a dispute remains unresolved after mediation and arbitration, either party may bring the matter before the courts located in Alaska, and the parties hereby consent to the jurisdiction of such courts. The costs of mediation or arbitration, including fees for the mediator or arbitrator, shall be borne equally by both parties unless otherwise directed by the mediator or arbitrator.

11.4 Limitations of Liability

TAKENYA’s total liability to the Affiliate for any claims arising under this Agreement shall not exceed the total amount of commissions earned by the Affiliate in the 6 months preceding the claim.

Intellectual Property

12.1 License to Use
Affiliates are granted a limited, non-exclusive, non-transferable license to use TAKENYA’s trademarks, logos, and marketing materials solely for the purpose of promoting TAKENYA’s products and services as explicitly authorized by TAKENYA in writing. This license is granted under the condition that the Affiliate complies with all applicable branding guidelines, policies, and other restrictions provided by TAKENYA.

12.2 Branding and Marketing Guidelines
Affiliates must strictly adhere to any and all branding and marketing guidelines provided by TAKENYA. The use of TAKENYA’s intellectual property must be consistent with TAKENYA’s standards and must not misrepresent or damage the reputation of TAKENYA or its products.

12.3 No Ownership or Modification
Affiliates are prohibited from modifying, adapting, creating derivative works, or otherwise altering any of TAKENYA’s intellectual property, including trademarks, logos, wordmarks, copyrights, and marketing materials. Unauthorized use, copying, or reproduction of TAKENYA’s intellectual property is strictly prohibited.

12.4 Use of Artificial Intelligence (AI)
Affiliates are required to refrain from using Artificial Intelligence (AI) software, tools, or systems to generate, create, develop, or promote any marketing materials, content, advertisements, or other promotional activities or tasks associated with TAKENYA. This includes, but is not limited to, using AI for the creation of written content, images, videos, editing, or social media posts related to TAKENYA. This policy ensures that all promotional efforts maintain the originality and integrity of TAKENYA’s intellectual property and align with TAKENYA’s standards and brand values. If an Affiliate inadvertently or intentionally violates this policy, resulting in a loss of intellectual property rights, revenue, or projected income for TAKENYA, TAKENYA reserves the right to take appropriate action. This may include:

Seeking to recover the value of any lost intellectual property or rights.
Addressing any projected damages, including estimated future impacts arising from the use of AI-generated content.
Reimbursement of reasonable costs associated with resolving the matter.

We trust Affiliates to respect this policy and the values it upholds. Should any concerns arise, TAKENYA is committed to working collaboratively to address and resolve the issue in a manner that supports both parties' interests.

12.5 Ownership, Rights, and Use of Affiliate-Created Materials

Affiliates acknowledge and agree that any and all assets created for the purpose of promoting or conducting business for TAKENYA, including but not limited to print materials, digital content, social media posts, advertisements, or any other medium, are the exclusive property of TAKENYA. By participating in this Agreement, Affiliates irrevocably waive all rights, titles, and interests to such materials.

To preserve the integrity and ownership of TAKENYA’s intellectual property, Affiliates further agree to the following:

Prohibition of Unauthorized Use: Affiliates may not repurpose or reuse any TAKENYA-related materials, including but not limited to branding, marketing content, or other proprietary assets, for personal or third-party use without explicit, written authorization from TAKENYA.
Return, Transfer, or Destruction of Materials: Upon termination of this Agreement, Affiliates agree to comply with TAKENYA’s instructions regarding the return, transfer, or destruction of all assets created for TAKENYA. This includes materials in print, digital, or any other form.
Removal of Affiliation: Affiliates must remove any references to TAKENYA, its partners, and affiliated members from their personal platforms or business mentions within 10 days of receiving written notice following the termination of this Agreement.

This section also reaffirms that TAKENYA retains the right to enforce ownership and use of its intellectual property, including pursuing damages if the terms outlined herein are violated. By agreeing to these terms, Affiliates ensure their contributions are aligned with TAKENYA's mission while maintaining TAKENYA’s brand integrity and rights.

12.6 Waiver of Rights
The Affiliate hereby irrevocably waives, relinquishes, and surrenders any and all rights, title, interests, or claims, whether past, present, or future, to the intellectual property, assets, licenses, or proprietary materials of TAKENYA and its affiliates, officers, directors, or members. This includes any claims to ownership or financial benefit derived from the use, promotion, or association with TAKENYA’s intellectual property.

12.7 No Transfer or Assignment
The Affiliate acknowledges that the rights granted under this Agreement are non-transferable and may not be assigned or sublicensed to any third party without the express written consent of TAKENYA.

12.8 Termination of License and Use
Upon termination of this Agreement or at any time upon request by TAKENYA, the Affiliate shall immediately cease all use of TAKENYA’s intellectual property, including logos, trademarks, copyrights, branding, and marketing materials. The Affiliate must also return or destroy any proprietary materials, documents, or assets provided by TAKENYA.

12.9 Confidentiality of Intellectual Property
The Affiliate agrees to maintain the confidentiality of all intellectual property, proprietary materials, and business information belonging to TAKENYA. This obligation of confidentiality extends beyond the termination of the Agreement.

12.10 Final Authority on IP Use
TAKENYA retains sole discretion and final authority in determining the use, management, and protection of its intellectual property. TAKENYA reserves the right to modify, revoke, or alter any licenses or permissions granted to the Affiliate, as well as to take legal action to enforce its intellectual property rights.

Non-Compete and Non-Disclosure

13.1 Non-Compete:
Affiliates may not, directly or indirectly, promote, market, sell, or otherwise endorse competing brands or products that are similar to or could reasonably be perceived as substitutes for TAKENYA's products or services without prior written approval from TAKENYA. Exceptions may be granted on a case-by-case basis at the sole discretion of TAKENYA, and any such exceptions must be documented in writing.

13.2 Non-Disclosure of Confidential Information:
Affiliates acknowledge and agree to maintain strict confidentiality with respect to all proprietary information, trade secrets, intellectual property, processes, business practices, pricing, marketing strategies, customer data, technical information, or any other non-public, confidential, or sensitive information belonging to TAKENYA or its affiliates ("Confidential Information").

Prohibition on Use or Disclosure: Affiliates shall not disclose, reproduce, replicate, share, or otherwise utilize Confidential Information for any purpose other than fulfilling their obligations as an authorized affiliate of TAKENYA. Affiliates are strictly prohibited from using Confidential Information for their own benefit or for the benefit of any third party, whether during the term of this agreement or at any time thereafter.
Return or Destruction of Materials: Upon termination of the affiliate relationship, the Affiliate agrees to promptly return or destroy any Confidential Information, including all copies thereof, at TAKENYA's request.
Exceptions to Confidentiality: The obligations of confidentiality shall not apply to information that:
(a) is or becomes publicly known through no fault of the Affiliate;
(b) is rightfully obtained by the Affiliate from a third party without breach of confidentiality; or
(c) is required to be disclosed by law, provided the Affiliate gives TAKENYA prompt notice of such legal requirement to allow TAKENYA to seek protective measures.

13.3 Non-Circumvention:
Affiliates agree not to circumvent, replicate, reverse-engineer, or otherwise exploit TAKENYA’s processes, trade secrets, products, or intellectual property for any purpose outside the scope of their authorized affiliate activities.

13.4 Duration and Survival:
The obligations under this Section (Non-Compete and Non-Disclosure) shall remain in effect:

For the Non-Compete provision: during the term of the affiliate relationship and for a period of 24 months following its termination.
For the Non-Disclosure provision: indefinitely, unless otherwise specified.

13.5 Remedies for Breach:
The Affiliate acknowledges that any breach of this Section will cause irreparable harm to TAKENYA. Therefore, in addition to any other remedies available at law or in equity, TAKENYA shall be entitled to seek injunctive relief, without the requirement of posting a bond, to prevent or restrain any actual or threatened breach of these obligations.

Indemnification

The Affiliate agrees to work with TAKENYA to resolve, indemnify, and hold harmless TAKENYA, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any claims, damages, losses, liabilities, settlements, costs, or expenses (including reasonable legal fees and court costs) that arise from:

Breach of Agreement: Any actual or alleged failure by the Affiliate to comply with the terms, conditions, or obligations set forth in this Agreement.
Violation of Laws or Regulations: Any unintentional or intentional violation of applicable laws, rules, or regulations in connection with the Affiliate’s promotional activities.
Misuse of Intellectual Property: Any unauthorized use, sharing, or misrepresentation of TAKENYA’s intellectual property or that of any third party.
Unauthorized Conduct: Any Affiliate actions, whether intentional or inadvertent, that result in harm, damages, or claims against TAKENYA, including misrepresentation of TAKENYA’s products, brand, or policies.
Third-Party Claims: Any claims or disputes brought by customers, end users, or other third parties due to the Affiliate’s promotional content, communications, or endorsements.

TAKENYA agrees to provide the Affiliate with prompt notice of any claim subject to indemnification, allowing the Affiliate an opportunity to resolve or respond. Should TAKENYA choose to assume control of the matter, the Affiliate agrees to cooperate fully in the defense and resolution process.

The obligations set forth in this section shall survive the termination of this Agreement. TAKENYA is committed to fair and transparent collaboration and will work in good faith with Affiliates to address any indemnifiable concerns that may arise.

General Provisions

15.1 Entire Agreement:

This Agreement constitutes the entire understanding between the parties.

15.2 Amendments:

Changes to this Agreement must be made in writing and signed by both parties.

15.3 Governing Law:

This Agreement is governed by the laws of Alaska, US.

15.4 Severability:

If any provision of this Agreement is found invalid, the remaining provisions will remain enforceable.

IN WITNESS WHEREOF, the parties have executed this Affiliate Agreement as of the Effective Date. By signing the Affiliate Agreement - Condensed Terms and participating in TAKENYA’s Affiliate Program, the parties acknowledge and agree to the terms of this Affiliate Agreement - Extended Terms and the signed Affiliate Agreement - Condensed Terms.