Lounging is better with friends–and we’re making it twice as nice. Give your friends $100 off their first sofa bed with your unique code and get $50 for each purchase.

Introduction

Welcome to the Koala Referral and Affiliate Marketing Program (“Affiliate Program”), powered by Social Snowball. This program is designed to reward our valued affiliates for referring new customers to our products and services. By participating in this program, you agree to comply with these Terms and Conditions. Please read them carefully.

This is a contract between you (the “Affiliate” or “you”) and us (“Koala” “we”, “us”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms we or the Social Snowball platform will let you know. Continued participation in the program after such changes will constitute your acceptance of those changes.If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

This Agreement covers only the Affiliate Program – when using our website or buying our products you will be subject to our standard terms and conditions as found on our website.

Eligibility

1. To be eligible for participation in the Koala Referral and Affiliate Program, applicants must be 18 years or older and have an active and valid method of payment reception.

2. Koala reserves the right to approve or reject any application to the Affiliate Program at its sole discretion.

3. Once an application has been made, Koala will review it and notify you whether you have been accepted to participate in the Affiliate Program, or not.  

4. Before accepting an application, Koala may want to review your application with you, so we may reach out to you for more information. If we do not notify you of your acceptance within thirty (30) days from your application, your application is considered to be rejected.

5. Upon acceptance, these terms and conditions will apply to your participation in the Affiliate Program. 

Program Participation

1. Accepted Affiliates will need to create an account with Social Snowball, and will receive a unique referral code and/or link to share with potential new customers (“Affiliate Lead”).

2. By signing up with the Affiliate Program, you acknowledge that you have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set out in this Agreement.

3. You agree that your referral methods will comply with all applicable laws and regulations.

• 4. You agree that you will not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Koala, its customers, or to the public. 

Commission and Payments

1. Affiliates will earn commissions on sales made on the Koala website where the customer includes the affiliate's referral code or link (“Qualifying Sale”).

2. Commission rates for Qualifying Sales are published on the Social Snowball platform, and are subject to change at Koala's discretion. Affiliates will be notified of any changes.

3. Commissions will be paid 140 days after a Qualifying Sale is shipped, and will be processed via Social Snowball’s payment platform.

4. All commissions will be paid in USD.

5. Payments of commissions are contingent upon the collection of funds from the customer. Commissions will not accrue on products returned or sales canceled. Returned or canceled sales will result in the deduction of the corresponding commission from the Affiliate's balance.

6. All commissions are subject to review and verification by Koala. This process is to ensure the integrity of the Affiliate Marketing Program and may include the delay or withholding of payment while an investigation is conducted.

7. Commissions deemed to be earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods will be voided.

8. Koala reserves the right to withhold or delay payment of commissions pending an investigation of breach of these terms.

9. You are responsible for payment of all taxes and fees (including bank fees) where applicable to the Commission. 

10. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. 

Order Fulfillment

1. Koala will be solely responsible for processing every order placed by a Referral via an

Affiliate Link or use of an Affiliate Code. Koala will also be solely responsible for all Referral service inquiries.

2. You are not authorized to collect payments or sell any Koala products from other websites as a reseller and no resale rights are granted to you in any way. You are not authorized to sell any Koala products on eBay or other auction sites. You are not authorized to give away copies of any Koala products.

3. Referrals who purchase products through the Affiliate Program will be deemed to be customers of Koala. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those Referrals. 

4. Koala may change its policies and operating procedures at any time. 

5. Prices and availability of Koala’s products and services may vary from time to time. Koala policies will always determine the price paid by the Referral.

Posting on Coupon and Deal Sites

1. Posting on coupon websites, such as CouponBird and Honey, is strictly prohibited. Affiliates found to be sharing or allowing their codes to be posted on such sites will be subject to immediate termination from the program and forfeiture of any pending commissions.

2. Affiliates are encouraged to report any unauthorized use of their codes to Koala for investigation.

Unsuitable Websites 

Koala reserves the right to terminate this Agreement based on your website content.

Unsuitable Websites that will be terminated include, but are not limited to, websites which:

• promote sexually explicit materials;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• promote illegal activities;
• are aimed at children;
• list coupon codes or discounts that were not officially provided to them by Koala; and/or
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Koala or any other third party.

KOALA Anti-Spam Policy 

Koala strictly prohibits you from using spam e-mail and other forms of internet abuse (including spamming forums, blogs) to seek sales. Spam is defined as including, but not limited to:  

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Usenet, forums, Twitter, Facebook, and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that you have spammed, your approved status as an affiliate may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system.
• Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Non-Exclusivity

Your participation in the Affiliate Program does not create an exclusive agreement between you and Koala. Both parties will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Intellectual Property

1. Where we make our trademark available to you, you may use our trademark as long as you follow the following usage requirements unless otherwise agreed in writing: 

• notify us of your proposed use and seek our consent before publishing;
• only use the images of our trademark that we make available to you, without altering them in any way; 
• only use our trademarks in connection with the Affiliate Program; 
• comply with Koala’s brand guidelines (which we will provide);
• promotional materials, including but not limited to images, logos, and slogans, must be used in a manner that is respectful.
• immediately comply if we request that you discontinue use.  

2. You must not use our trademark in a misleading or disparaging way, in a way that implies we endorse, sponsor or approve of your services or products, in violation of applicable law, or in connection with an obscene, indecent, or unlawful topic or material.

3. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your name and any trademarks, service marks and logos (“Affiliate Marks”) in connection with your participation in the Affiliate Program.

Term and Termination

1. These terms and conditions will apply for as long as you participate in the Affiliate Program. Terms relating to intellectual property, confidentiality and indemnity will survive the termination of this Agreement. 

2. Either party may terminate the affiliate relationship at any time by providing the other with written notice.

3. Upon termination, you must immediately cease all use of Koala branding, promotional materials, and referral links or codes.

4. Where Koala terminates your participation in the Affiliate Program due to violation of these terms and conditions, any accrued commissions will be forfeited. Otherwise, on termination, Koala will pay the balance of any commissions validly earned prior to the termination date.  

Affiliate Representations and Warranties

You represent and warrant that:

1.  you have all sufficient rights and permissions to participate in the Affiliate Program and your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements
2. you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks
3. you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are an Affiliate of Koala on any website(s) you own where you make an Affiliate Link available; 
4. you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Koala’s own advertising, including, but not limited to, our branded keywords; 
5. you will not participate in cookie stuffing or pop-ups (false or misleading links are strictly prohibited); 
6. you will not attempt to mask the referring URL information; 
7. you will not use your own Affiliate Link to purchase Koala products for yourself; and 
8. you will not use any mechanisms to deliver leads other than directly through an intended consumer. This includes sourcing through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.  

Confidentiality

1. You are aware that while an Affiliate you may have access to or happen to learn information about our customers, our business, our way of doing business, our technology, and all of our dealings, transactions, and affairs. All this information is strictly confidential. 2. You represent and warrant that you will not divulge to any person or otherwise make use of (and shall use your best endeavors to prevent the publication or disclosure of) any confidential information.

Indemnity 

You agree to indemnify Koala against all costs claims and expense arising directly or indirectly from:

• any claim representation or warranty made by you in connection with Koala; or
• your failure to comply with the law; or
• the posting by you of any content on your site; or
• the sending by you of any messages from your site which are of an objectionable nature whether or not you define them as “spam”; or
• any use of your site for a purpose forbidden by this Agreement;

Disclaimer and Limitation of Liability

1. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE KOALA PRODUCTS, KOALA CONTENT, THE AFFILIATE PROGRAM OR SOCIAL SNOWBALL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE SOCIAL SNOWBALL PLATFORM MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE KOALA PRODUCTS AND SOCIAL SNOWBALL PLATFORM ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE KOALA PRODUCTS AND THE SOCIAL SNOWBALL PLATFORM  INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

2. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

3. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

4. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE SOCIAL SNOWBALL PLATFORM THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE SOCIAL SNOWBALL PLATFORM AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

5. COOKIES USED AS PART OF THE SOCIAL SNOWBALL PLATFORM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, KOALA SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General Terms

1. This Agreement shall be governed by the laws of the State of California, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in California.

2. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

3. Except for actions for nonpayment or breach of trademark rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

4. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. You have no authority to make or accept any offers or representations on behalf of Koala. You will not make any statement, whether on your website or otherwise, that reasonably would contradict this requirement.

5. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

6. You are not permitted to assign or otherwise transfer this Agreement or any rights, duties

and obligations hereunder without the prior written consent of Koala.

7. These terms form the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us.