Partner Program Agreement

Last Edit:
February 19, 2026

By signing up for a Partner Account or participating in Kajabi’s Partner Program, you agree to be bound by this Partner Program Agreement (the “Agreement”). The Agreement is between you, as a Partner, and Kajabi, LLC (“Kajabi”). Each of Partner and Kajabi, a “Party”, and together the “Parties”. Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined in Section 8.16. 

Kajabi’s Privacy Notice and Acceptable Use Policy form part of this Agreement and are incorporated by reference. For the purposes of the Partner Program and this Agreement, all references to “Account” in Kajabi’s Acceptable Use Policy will be deemed to refer to “Partner Account”. Some types of Kajabi Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Kajabi reserves the right to make changes to this Agreement from time to time by posting dated updates to https://legal.kajabi.com/policies/partner-program-terms. Your continued participation in the Kajabi Partner Program after we make changes is deemed to be acceptance of those changes, so please check periodically for updates. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Kajabi Partner Program. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND KAJABI AGREE THAT ALL DISPUTES RELATING TO THESE TERMS OR YOUR PARTICIPATION IN THE PARTNER PROGRAM WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Partner Responsibilities

1.1 Marketing Activities

Partners will use their best efforts to (i) promote and market Kajabi, and (ii) identify prospective Heroes for Kajabi. A “Hero” is an individual or business that uses Kajabi’s Platform. Partner will bear all costs and expenses related to Partner’s marketing or promotion of Kajabi or any Kajabi Entity, and any other products or services associated with Partner’s participation in the Partner Program in any area, location, territory or jurisdiction.

1.2 Unauthorized & Prohibited Activities

Partner will not:

  • use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Kajabi or any Kajabi Entity; 
  • make any false, misleading or disparaging representations or statements with respect to Kajabi or any Kajabi Entity; 
  • target Heroes with the intention of enticing Heroes away from the Platform;
  • copy, resemble or mirror the look and feel of Kajabi’s websites, Kajabi Trademarks or services or otherwise misrepresent Partner’s affiliation with Kajabi or any Kajabi Entity; 
  • engage in any practices which may adversely affect the credibility or reputation of Kajabi or any Kajabi Entity, including but not limited to using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Kajabi or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, (c) violates any intellectual property or other proprietary rights of any third party, (d) violates the Acceptable Use Policy, or (e)  violates the Privacy Notice;
  • use its Affiliate Link directly in any pay-per-click advertising; 
  • purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the Kajabi Trademarks or the names or trademarks of any Kajabi Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Kajabi Trademarks or the names or trademarks of any Kajabi Entity; 
  • create or participate in any third party networks or sub-affiliate networks without the express written permission of Kajabi; 
  • use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links; or 
  • mask its referral sites or use deceptive redirecting links.

1.3 Compliance & Sanctions

Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”. Partner will obtain any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.

Without limiting the generality of the foregoing, Partner will (i) not send any email, SMS, other communications regarding Kajabi, any Kajabi Entity, or the Platform to any individual or entity that has not consented to receive such communications; (ii) always include Partner’s contact information and “unsubscribe” information in any such communications regarding Kajabi, any Kajabi Entity, or the Platform; and (iii) not imply that such emails are being sent on behalf of Kajabi, any Kajabi Entity, or the Platform. 

Partner represents and warrants that (i) none of the Partner, its subsidiaries, its directors, officers, or employees engaged with Kajabi, any Kajabi Entity, or the Partner Program is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons and (ii) Partner is not resident or located in or organized under the laws of an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify Kajabi in writing. Without limiting the foregoing, in performing its obligations and participating in the Partner Program under this Agreement, the Partner agrees that Partner will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person or Unsupported Region.

1.4 FTC Guidelines

The Federal Trade Commission in the United States (“FTC”) has guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Kajabi, Partner receives compensation for the Referred Hero referrals made to Kajabi. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.

Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring Referred Heroes to Kajabi, and (b) Partner not engage in misleading or deceptive advertising. For further information Partner should refer to Kajabi’s help article on FTC Guidelines and the FTC.

1.5 Partner Duty to Inform

Partner will promptly inform Kajabi of any information known to Partner that could reasonably lead to a threat, claim, demand or liability of or against Kajabi or any Kajabi Entities by any third party.

1.6 Partner Duty to Disclose

If Partner is acting as an agent on behalf of a Hero, then Partner will disclose to the Hero any Fees that Partner is entitled to receive from Kajabi  in accordance with this Agreement that are associated with such Hero.

1.7 Other Partner Terms

  • To access and use the Platform, a Partner must first register for a Platform account and agree to Kajabi’s Platform Terms of Service.
  • If a Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities. You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
  • To become a Partner, a Partner must create a Partner Account by providing all information indicated as required. Kajabi may reject an application for a Partner Account for any reason, in its sole discretion. Each Partner Account must include a full legal name, a valid email address, and the required information needed to facilitate payment to Partner’s PayPal account. Partner acknowledges that Kajabi will use the email address provided by Partner as the primary method for communication.
  • Each Partner Account login should be associated with a single user. Partner is responsible for keeping its Partner Account password secure. Kajabi cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password. Kajabi may request additional security measures at any time and reserves the right to adjust these requirements at its discretion.
  • If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement. You represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors follow this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
  • Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
  • Partner acknowledges and agrees that Partner may only access Hero Sites for the purpose of performing work authorized by the respective Hero.
  • The Partner shall acknowledge and promptly respond to reasonable requests for information from Kajabi. From time to time, the Partner shall take such action and execute and deliver such documents as Kajabi reasonably requests. In addition and without limiting the foregoing, in the event that Kajabi contacts the Partner in connection with its Partner Account and requests acknowledgment or response to such communication, the Partner shall respond to Kajabi promptly. In the event Partner does not respond to Kajabi’s request for information or action, Kajabi retains the right to terminate your Partner Account or take any action it deems reasonable in its sole discretion.

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2. Fees & Payments

2.1 Partner Tiers & Fees

2.1.1 New Partners

Subject to the Partner’s compliance with this Agreement and unless otherwise agreed in writing by Kajabi, the Partner will earn certain fees (“Fees”) from Kajabi for each of their Active Referred Heroes in a given calendar month based on the Partner’s tier (“Tier”) for that month as described below.

The Partner's total number of Active Referred Heroes determines a Partner's Tier during a given month. Based on the Partner’s Tier, the Partner will be eligible to receive either (i) a one-time revenue share of Subscription Revenue (“Bounty”) for each new Active Referred Hero they introduce to Kajabi in that month or (ii) an ongoing revenue share of Subscription Revenue (“Commission”) for each Active Referred Hero they have in that month. 

“Subscription Revenue” means revenue received by Kajabi for the Active Referred Hero’s base subscription to the Platform based on their specific plan. Notwithstanding anything to the contrary, “Subscription Revenue” excludes, Partner will not earn any Fees for, and Kajabi will not pay Fees for revenue:

  • Paid to Kajabi for extras, feature limit increases, add ons (e.g. the Branded Mobile App), and Kajabi Payments;  
  • In active dispute or refunded to Heroes by Kajabi;
  • Tied to an Active Referred Hero created or owned in whole or in part by the Partner;
  • Related to fraudulent sales;
  • Subject to chargebacks;
  • Payable to Partners who are employed by Kajabi (full-time, part-time, term, or any other employment type);
  • Payable to Partners who are employed by the Hero to whom the Fees relate (full-time, part-time, term, or any other employment type); or
  • Related to any Referred Hero on Kajabi’s Parked plan for any month in which they are on the Parked plan.

If a Partner has ever received a Bounty or a Commission for a particular Referred Hero, the Partner is not eligible to receive a Bounty for that same Referred Hero at any time.

2.1.2 Grandfathered Partners

Any Partner who joins the Partner Program on or before March 31, 2025 and refers at least one new Referred Hero to Kajabi via their Affiliate Link between May 1, 2024 and April 30, 2025 qualifies as a “Grandfathered Partner”. For the avoidance of doubt, any Partner who joins the Partner Program on or before March 31, 2025 and does not refer at least one new Referred Hero to Kajabi via their Affiliate Link between May 1, 2024 and April 30, 2025 will not qualify as a “Grandfathered Partner”.

Notwithstanding anything to the contrary in Section 2.1.1, a Grandfathered Partner is entitled to receive a 30% Commission on Subscription Revenue for each of their Active Referred Heroes in a given month as Fees.

2.1.3 Deactivated Partners & Reactivation

Any Partner who does not refer at least one new Referred Heroes to Kajabi via their Affiliate Link in a 12 month period will be considered a “Deactivated Partner” in the month following such 12 month period. 

Beginning in 2026, any Grandfathered Partner who does not refer at least one new Referred Heroes to Kajabi via their Affiliate Link between June 1 of the previous year and May 30 of the current year will be deemed a “Deactivated Partner” starting in June of that year. 

Deactivated Partners are not eligible to receive any Fees (i.e. Bounty or Commission) for any of their Active Referred Heroes and forfeit any rights to receive such Fees, even if they eventually reactivate as described below.

A Deactivated Partner may reactivate by (i) introducing at least one new Referred Hero to Kajabi using their Affiliate Link and (ii) remaining in compliance with this Agreement. Unless otherwise agreed in writing by Kajabi, if a Partner reactivates, their Partner Tier will reset and recalculate based upon the number of Active Referred Heroes they refer after they reactivate and such Partner will only be eligible to receive Fees for the Active Referred Heroes they refer after they reactivate, subject to the terms and conditions of this Agreement.

2.1.4 Verification of Referred Heroes and Partner Tier

Kajabi will, in its sole discretion, determine the eligibility for (i) Partner Tiers and (i) qualification of any such individual Referred Hero for payment of Fees under this Agreement. Kajabi may require Partners to provide information regarding any Referred Hero, including the methods and sources used to acquire that Referred Hero, and Partner agrees to provide such information promptly. Kajabi will not pay Fees for any Referred Hero who is owned, in whole or in part, by the Partner or the Partner’s employer.

2.2 Payment

2.2.1 Calculation and Payment of Fees

Kajabi will calculate and pay Fees due to Partner for each calendar month within 90 days after the end of such calendar month. Kajabi will pay any earned Fees to the PayPal account designated by Partner in their Partner Account, unless otherwise agreed in writing by Kajabi in its sole discretion.

2.2.2 Taxes

All Fees arising from activities under this Agreement are exclusive of any applicable taxes (“Taxes”). The Partner is responsible for any Taxes resulting from any Fees they are paid by Kajabi, activities under this Agreement, including transactions with a Hero. If Kajabi does not collect Taxes on Fees or on a Partner’s transaction with a Hero, the Partner must determine if Taxes are due and, if so, pay them to the proper authorities.

2.2.3 Required Payment Information

Kajabi may withhold payment of Fees if Partner does not provide the required information needed to facilitate payment in their Partner Account or as otherwise designated by Kajabi in writing (“Required Payment Information”). If the Partner does not provide the Required Payment Information within 180 days of Kajabi’s request for such information, the Partner permanently forfeits payments for any calculated but unpaid Fees.

2.2.4 Fraud & Risk Analysis 

All payments under this Agreement are subject to fraud and risk analysis, and anti-money laundering procedures. Kajabi may withhold payment of Fees during any investigation in its sole discretion.

2.2.5 Reclaimed or Offset Payments

If Kajabi discovers that any Fees previously paid to a Partner fall under one or more of the exclusions in the definition of “Subscription Revenue” in Section 2.1.1, or were otherwise paid in error, Kajabi may, at its sole discretion: (i) reclaim those Fees from the Partner, or (ii) offset the relevant amounts from future payments of Fees earned by the Partner or from the Partner’s Kajabi Payments balance (if applicable).

If this Agreement is terminated before the Partner repays any outstanding amount, the Partner must pay the remaining balance to Kajabi within 30 days of the termination’s effective date.

3. Termination

3.1. Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

If Kajabi determines (in its sole discretion) that the Partner is engaged in any fraudulent behavior, activity that could breach this Agreement, or other unacceptable behavior, Kajabi may (in its sole discretion) take one or more of the following actions: (a) terminate of Partner’s affiliation with any of their Referred Heroes, (b) suspend of some or all Partner privileges under the Partner Program (including such Partner’s claim to any Fees), and (c) terminate the Partner’s Partner Account entirely without notice to, or recourse for, Partner.

3.2. Consequences of Termination

Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Kajabi Creative and all Confidential Information); (b) Partner will immediately cease displaying any Kajabi Creative or any Kajabi Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, or to receive any payments of Fees under this Agreement, unless otherwise determined by Kajabi in its sole discretion.

This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4 (Intellectual Property Rights), Section 5 (Confidentiality), Section 6 (Disclaimer), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

4. Intellectual Property Rights

4.1. Kajabi Creative

All Kajabi Creative will be solely created and provided by Kajabi unless otherwise agreed to by Kajabi in writing in advance. Kajabi will provide Partner with copies of or access to Kajabi Creative. The Kajabi Creative may also be accessible from the Partner Program website and the Kajabi brand guidelines (“Kajabi Brande Guidelines”). By using the Kajabi Creative, you indicate your acceptance of our Kajabi Brand Guidelines and you understand that a violation of these guidelines or this Agreement will cause the termination of your license or permission to use the Kajabi Creative. Kajabi Creative is provided “AS IS” and without warranty of any kind.

Partner may display Kajabi Creative on the Websites solely for the purpose of marketing and promoting the Kajabi Partner Program and Kajabi during the term of this Agreement, or until such time as Kajabi may, upon prior notice, instruct Partner to cease displaying the Kajabi Creative. Partner may not alter, amend, adapt or translate the Kajabi Creative without Kajabi’s prior written consent. Nothing contained in any Kajabi Creative will in any way be deemed a representation or warranty of Kajabi or of any of Kajabi Entity. The Kajabi Creative will at all times be the sole and exclusive property of Kajabi and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by Kajabi to make changes or modifications to the Kajabi Creative.

4.2. Kajabi Trademarks

During the term of this Agreement, Kajabi hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable worldwide license to display the Kajabi Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Kajabi’s Trademarks only as permitted under this Agreement; (b) it will use the Kajabi Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Kajabi in writing from time to time, including but not limited to the Kajabi Brand Guidelines; (c) the Kajabi Trademarks are and will remain the sole property of Kajabi; (d) nothing in this Agreement will confer in Partner any right of ownership in the Kajabi Trademarks and all use thereof by Partner will inure to the benefit of Kajabi; (e) Partner will not, now or in the future, apply for or contest the validity of any Kajabi Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Kajabi Trademarks.

4.3. Restrictions on Partner’s Use of the Kajabi Trademarks

Notwithstanding Section 4.2, Partners will not use the Kajabi Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by Kajabi in advance of each use; or purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Kajabi Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Kajabi Trademarks. Partner is strongly encouraged to add the Kajabi Trademarks as negative keywords to help prevent violation of this Section.

‍4.4. Proprietary Rights of Kajabi

As between Partner and Kajabi; (i) Kajabi Creative, (ii) Kajabi Trademarks, (iii) all information of any kind relating to Partner Program, prospective Partners and Partners, the Platform, Hero Data, and (iv) all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Kajabi or Kajabi Entities or otherwise related to the Platform, Kajabi Partner Program, Kajabi or Kajabi Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Kajabi Property”) will be and remain the sole and exclusive property of Kajabi. To the extent, if any, that ownership of any Kajabi Property does not automatically vest in Kajabi by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Kajabi, and agrees to assist in any reasonable requests to formalize, upon the creation thereof, all rights, title and interest Partner may have in and to such Kajabi Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

4.5. Kajabi’s Use of Partner’s Intellectual Property

Partner grants to Kajabi a worldwide, non-exclusive, royalty-free, fully paid up, transferable and sub-licensable right and licence to use and display in any manner the Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Kajabi's sole discretion, Kajabi may use any such intellectual property for the purposes of promoting or marketing Partner, Partner's products or services, or as otherwise agreed to with Partner.

5. Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, performance metrics, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Kajabi and Partner, Hero Data and Customer Data is the Confidential Information of Kajabi.

Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

6. DISCLAIMER

THE KAJABI PARTNER PROGRAM, THE PLATFORM, THE KAJABI TRADEMARKS, AND THE KAJABI CREATIVE, ARE PROVIDED “AS-IS”. KAJABI MAKES NO WARRANTIES UNDER THIS AGREEMENT, AND KAJABI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KAJABI FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE KAJABI, THE KAJABI TRADEMARKS, OR THE KAJABI CREATIVE SATISFY ALL OF PARTNER’S OR HERO’S REQUIREMENTS AND OR WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. LIMITATION OF LIABILITY

KAJABI, AND THE KAJABI ENTITIES, WILL HAVE NO LIABILITY WITH RESPECT TO THE KAJABI PARTNER PROGRAM, THE KAJABI, THE KAJABI TRADEMARKS, THE KAJABI CREATIVE OR KAJABI’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSSES OF PROFITS OR REVENUE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING IN ANY WAY FROM THE KAJABI, THE KAJABI TRADEMARKS, THE KAJABI CREATIVE, OR PARTNER’S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE KAJABI PARTNER PROGRAM, EVEN IF KAJABI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, KAJABI’S, AND THE KAJABI ENTITIES’, LIABILITY TO PARTNER UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE LESSOR OF (I) THE FEES PAID TO PARTNER BY KAJABI DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES OR (II) FIVE HUNDRED ($500) U.S. DOLLARS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE RELATIONSHIP BETWEEN A HERO AND A PARTNER IS STRICTLY BETWEEN THE HERO AND THE PARTNER. NEITHER KAJABI NOR THE KAJABI ENTITIES ARE OBLIGED TO INTERVENE IN ANY DISPUTE ARISING BETWEEN THE HERO AND THE PARTNER. UNDER NO CIRCUMSTANCES WILL KAJABI, OR THE KAJABI ENTITIES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM OR RELATE TO THE PARTNER’S RELATIONSHIP WITH ANY HERO. THESE LIMITATIONS WILL APPLY EVEN IF KAJABI OR THE KAJABI ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

7.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Kajabi and any Kajabi Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any threatened claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Kajabi and Kajabi Entities granted by Partner to any Hero, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Hero Agreement; (e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Partner Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; (h) Partner’s relationship with any Hero; and (i) any breach of applicable law by the Partner.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

7.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to Kajabi under this Agreement and under applicable law, Kajabi will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Kajabi in connection with such violation, in accordance with the provisions of this Section 7.

8. General Provisions

8.1 Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

8.2 Independent Contractors

The Parties to this Agreement are independent contractors. Except for the collection and transfer of payments, credits or refunds between Heroes and Partner, or as otherwise expressly stated in this Agreement, neither Kajabi or any Kajabi Entity is an agent, representative or related entity of the Partner. Neither Kajabi nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Kajabi to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Kajabi to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Hero and Partner. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3 Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4 Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if delivered by email to Partner’s email address listed in the Partner Account, and to legal@kajabi.com.

8.5 No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6 Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Kajabi nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

8.7 Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Kajabi will be permitted to assign this agreement without notice to or consent from any Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Kajabi’s prior written consent, to be given or withheld in Kajabi’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Kajabi’s consent to assignment or transfer, contact legal@kajabi.com.

8.8 Resolving Disputes, Arbitration Agreement, Governing Laws

8.8.1 Governing Laws

This Agreement will be governed by and interpreted in accordance with the laws of California, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Orange County, California with respect to any dispute or claim arising out of or in connection with this Agreement.

8.8.2 Resolving Disputes

If the Partner has a concern, we want the opportunity to address it without needing a formal legal case. Before filing a claim against Kajabi, Partner agrees to try to resolve the dispute informally by contacting legal@kajabi.com. Kajabi will take reasonable efforts to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of the date Kajabi receives Partner’s initial email, Partner or Kajabi may bring a formal proceeding.

8.8.3 Judicial Forum for Disputes

Partner and Kajabi agree that any judicial proceeding to resolve claims relating to this Agreement will be brought in the federal or state courts of Orange County, California, subject to the mandatory arbitration provisions below. Both Partner and Kajabi consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements.

8.8.4 Mandatory Arbitration Provisions

IF PARTNER IS A U.S. RESIDENT, PARTNER ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

‍Agreement to Arbitrate.  Partner and Kajabi agree to resolve any claims relating to this Agreement, or any related matter, through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising from or relating to the interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.

‍Opt-out of Agreement to Arbitrate.  Partner may decline these arbitration terms with respect to these Terms within thirty (30) days of first registering your account by contacting us at legal@kajabi.com.

‍Arbitration Procedures.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Orange County, CA, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.

‍Exceptions to Agreement to Arbitrate.  Either Partner or Kajabi may assert claims, if they qualify, in small claims court in Orange County, CA, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Orange County, California to resolve your claim.

‍NO CLASS ACTIONS.  Partner may only resolve disputes with Kajabi individually. Partner may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then this “Mandatory Arbitration Provisions” section will be deemed void.

8.9 Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Kajabi, Kajabi Entities, or Kajabi products and services including the Platform.

8.10 Competitive or Similar Materials

Kajabi is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Kajabi does not use Partner’s Confidential Information in so doing.

8.11 Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Kajabi concerning the Partner Program, the Kajabi Creative or any aspects of the Kajabi (“Feedback”), Partner hereby assigns to Kajabi all right, title, and interest in and to the Feedback, and Kajabi is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the Kajabi Creative or the Platform and to create other products and services. Kajabi will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

8.12 Beta Services

From time to time, Kajabi may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Heroes (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Kajabi will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Kajabi and subject to the confidentiality provisions of this Agreement. Kajabi makes no representations or warranties that the Beta Services will function. Kajabi may discontinue the Beta Services at any time in its sole discretion. Kajabi will have no liability for any harm or damage arising out of or in connection with a Beta Service.

8.13 Service Providers

Partners may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

8.14 Industry Standards

Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

In addition, if Partner has access to Hero Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Hero to whom the Hero Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Hero to whom the Hero Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify Kajabi of any actual or suspected breach or compromise of Hero Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to legal@kajabi.com. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Hero Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Kajabi, the Kajabi Entities, Heroes or Customers; and (D) regularly communicate the progress of its investigation to Kajabi and cooperate to provide Kajabi with any additional requested information in a timely manner.

8.15 Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.16 Definitions

“Active Referred Hero” means a Referred Hero who has fully paid for a Kajabi subscription plan that (i) is not a Parked plan or (ii) pending refund, suspension, cancellation, or termination.

“Customer” means any individual that visits or transacts via the Hero Site.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Hero Agreement” means the agreement entered into between a Partner and the Hero governing the Hero’s use of the Partner’s services.

“Hero Data” means information (including personal information) relating to a Hero, including but not limited to business, financial and product information and any Customer Data. 

“Hero Site” means the Hero’s commerce presence hosted by Kajabi, including their online site. For clarity, a Hero may have more than one Hero Site.

“Kajabi Creative” means any marketing or promotional materials relating to Kajabi or Kajabi brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Kajabi Trademarks.

“Kajabi Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Kajabi; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Kajabi Trademarks” means the trademarks, logos, design mark, service marks and trade names of Kajabi, LLC and any Kajabi Entities, whether registered or unregistered, including but not limited to the word mark KAJABI and Kajabi’s logo.

“Partner” or “You” means an individual or entity that: is an active Hero pursuant to Kajabi’s Platform Terms of Service, has agreed to the terms of this Agreement, participates in the Kajabi Partner Program, has registered for a Partner Account via the Kajabi Partner Program Page, and promotes the Platform by registering, and being approved by Kajabi, for a unique referral link (an “Affiliate Link”) to refer Heroes to Kajabi via such Affiliate Link. 

“Partner Account” means a Kajabi Partner Program account.

“Partner Dashboard” means the internal administrative page available at: https://partners.kajabi.com/ that allows Partners to manage their Partner Account.

“Partner Program” means the resources made available by ajabi to Partners.

“Platform” means the Kajabi hosted commerce platform available via www.kajabi.com and any associated websites, products or services offered by Kajabi.

“Referred Hero” means any unique Hero introduced to Kajabi by a Partner that registered for a paid Kajabi account using the Affiliate Link assigned to such Partner by Kajabi.

“Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures of (1) Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (2) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; (3) the United Nations Security Council; (4) the European Union; and (5) the United Kingdom, including those imposed, administered, or enforced by Her Majesty’s Treasury.

“Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.

“Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

“Unsupported Region” means a region where Kajabi is unable to operate due to local legal and regulatory requirements, commercial partnerships, and/or other pertinent factors. Kajabi does not support transactions that involve these regions or persons located in or resident in or items originating from or destined for these regions. A list of Unsupported Regions can be found in Section 1.2 of Kajabi’s Platform Terms of Service, attached and incorporated herein by this reference

“Websites” means any websites that are owned, operated or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

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