THIS AFFILIATE PROGRAM AGREEMENT (this "Agreement") is made and entered into on the last date indicated below by and between Japan America Trading Agency, a California corporation doing business as Jatai International, having its principal place of business at 6980 Hermosa Circle, Buena Park, CA 90620 ("Jatai" or the “Company”) and You, the Blogger/Social Media Affiliate utilizing the www.jatai.net website Affiliate Program (“You, “Your,” or “Affiliate”).  You and Jatai are collectively referred to as the “Parties” and separately as a “Party”.

                                                               R E C I T A L S:

            A.        The Company sells and distributes various professional quality beauty products and represents the brands Feather, Seki Edge and Fuji Paper, JATAI, Ikemoto, and Lucky (the “Products”).

            B.        You possess the requisite knowledge, experience and means to market, endorse and promote the Products using social media outlets and websites.

            C.        You desire to participate in the Jatai Affiliate Program, which is a sales referral program that allows you to become an “Affiliate” of Jatai to help market and promote the Products.

            NOW, THEREFORE, based on the foregoing and in consideration of the mutual covenants and conditions stated below, the Parties agree as follows:

            1.         Non-Exclusive Engagement.  Subject to the terms and conditions in this Agreement and so long as this Agreement shall remain in effect, Jatai engages You from the date of execution of this Agreement until terminated as provided below for the limited purpose of promoting, endorsing and marketing the Products and Products content through Your social media outlets and websites. Company appoints You as its representative on a non-exclusive, non-employee basis to endorse and promote the Products.

            2.         Your Responsibilities as an Affiliate.  You agree to adhere to the following guidelines, obligations and conditions.

(a)           You may only have one (1) account in the Affiliate Program.  To participate in the Affiliate Program, you must be at least eighteen (18) years of age and a legal resident of the United States of America or Canada.  You represent and warrant to Jatai that You are free to enter into this Agreement and that this engagement does not violate the terms of any agreement between You and any third party.

(b)           You shall not make any false representations about the Products and Jatai’s discounts, policies and/or incentives. You may only make factual statements about Jatai or the Products which You know for certain are true and can be verified.

(c)           You shall not post Your Personal Code on the Jatai website to promote personal sales and commissions.  All solicitation shall be done separate and apart from the Jatai website using Your social media outlets and websites.

(d)           At all times, You represent and warrant that solicitations shall be made according to Federal and State laws and as further stated below.

(e)           You accept and acknowledge Jatai’s Warranty Policies and all other policies enforced by Jatai. All Warranty information and Policies can be found on Jatai’s website: www.jatai.net. You shall make reasonable efforts to learn all Jatai’s Policies so that You do not make misrepresentations about the Products and Jatai’s services and procedures.

(f)             You shall not issue any press release about this Agreement or in Your participation in the Affiliate Program.  Jatai may (but is not obligated to) provide You with a small graphic image that identifies Your site as an Affiliate Program participant.  Jatai reserves the right to modify any text or graphic provided to You. You agree not to misrepresent or embellish the relationship between You and Jatai, or express or imply any relationship or affiliation between You and Jatai or any other person unless expressly permitted by this Agreement.

(g)           When publishing posts/statuses about the Products, You must clearly disclose Your “material connection” with Jatai according to FTC guidelines, including the fact that You were given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure must be clear and prominent and made in close proximity to any statements that You make about Jatai or the Products. This disclosure is required regardless of any space limitations of the social media outlet (e.g., Twitter), where the disclosure can be made via Hashtags, e.g., #sponsored. Your statements should always state Your honest and truthful opinions and actual experiences.

(h)           As a condition of your participation in the Affiliate Program, You agree that as an affiliate, You will comply with all laws, ordinance, rules, regulations, orders, licenses, permits, judgments, decision or other requirements of any governmental authority that has jurisdiction over you, whether those laws are now in effect or later come into effect during the time you are participating in the Affiliate Program.  Without limiting the foregoing obligation, Affiliate agrees that as a condition of participating in the Affiliate Program, Affiliate will comply with all applicable laws (federal, state or otherwise) that govern online marketing and email, including without limitation, the Children’s Online Privacy Protection Act (COPRA) and the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003.

(i)             You are solely responsible for Your income taxes and any other taxes and government charges and assessments that You owe or become obligated to pay arising out of and relating to this Agreement.  You shall defend, indemnify and hold Jatai free and harmless from and against any and all claims or actions for such taxes, charges and assessments, including reasonable attorneys’ fees and costs.

(j)             You shall provide Jatai with accurate and updated information relating to Your participation in the Affiliate Program and information that Jatai deems necessary or desirable. You agree to notify Jatai of any name, address, email address, tag, blog, website, telephone number, and payment information changes.

If You violate any of the guidelines, obligations or conditions described above, Jatai may immediately terminate Your participation in the Affiliate Program.     

(k)             You shall not use your affiliate link solely to earn commission on personal purchases. Determination of abuse of the affiliate link for personal purchases is at Jatai's sole discretion.

            3.         Your Referral Fees and Compensation.

             You acknowledge and agree that Jatai has the right, in its sole discretion, to change all referral fees and compensation without notice to You and at any time. The referral fees are Your only compensation under this Agreement.

(a)           Your Referral Affiliate Code.  Jatai shall provide You with a personal Affiliate Code that may be given to a third party to buy the Products on www.jatai.net.  Third Party means any other individual or entity. Jatai shall pay You Ten percent (10%) for each order received with the Affiliate Code on www.jatai.net.  Jatai will provide You with a special URL link containing the Your Affiliate Code for use on Your social media accounts and websites. Regarding subscriptions, commission is earned on the first subscription order only. All subsequent subscription orders are not eligible for commission. Any Affiliate who earns $600 of more in commissions in a  calendar year needs to fill out and submit a W-9 form to Jatai International. If a completed form is not received, JATAI reserves the right to withhold payment.

(b)          Based on the terms, obligations and conditions of this Agreement and as payment for the purchase of the Products on www.jatai.net with Your Affiliate Code, Jatai shall pay You by Paypal within Ten (10) days after the end of each month for approved commissions as of the payment date. Jatai reserves the right to change this payment schedule from time to time. Commissions will be approved after the 30-day return window of the order has passed. If the order is returned in full or in part, the commission will be denied. For partial returns, the affiliate will be manually credited the earned commission from that order.

(c)           Jatai will only pay referral fees to You on monies actually received by Jatai with Your Affiliate Code on www.jatai.net. Fees are not owed and will not be paid to You for refunds, cancelled orders or “Zero” balance orders. If You receive referral fees on a purchase that has been refunded, cancelled or a Zero balance order, then Jatai will deduct the fees received from Your fee amount in the next payment. 

            4.         Patents; Trademarks; Copyrights; and Confidential Information.

                        (a)       Ownership by Company and Affiliate. You acknowledge that, as between You and Jatai, Jatai or an affiliate of Jatai is the exclusive owner of or has all rights to the trademarks, trade names, copyrights, and confidential information used in connection with the Products.

                        (b)       Your Use.  In the performance of this Agreement, You are entitled to display those of Jatai’s trademarks and copyrighted material that have been approved by Jatai for the Products; provided, however, that You shall follow instructions of Jatai at all times as to the use or discontinuance of such trademarks and copyrights. Such use shall be reviewed and approved by Jatai.  Use of these trademarks shall not grant You any rights to such trademarks.

                        (c)       Discontinuance of Use upon Termination.  In the event of termination of this Agreement for any reason, You shall immediately cease selling the Products and cease all use of Jatai’s trademarks, copyrighted material and confidential information. Thereafter, You shall not offer, directly or indirectly, any Products bearing trademarks, trade names, labels, or packaging, or bearing any other identification, so resembling those used with the Products as to be likely to cause confusion or mistake, to deceive the public, or to trade upon the good will of the Products.

                        (d)       Confidential Information. As used herein, Confidential Information includes, but is not limited to, all information given to or acquired by You in the course of this Agreement relating to Jatai, its Affiliates, the Products and their design, manufacture, composition and use.  You shall not divulge any Confidential Information to third parties and upon the effective date of termination of this Agreement shall return to Jatai all Confidential Information in written form and destroy all references to any Confidential Information on magnetic or other intangible media in your possession, custody or control and on any social media outlet.  This provision shall survive termination of this Agreement. 

            This obligation of confidentiality shall not apply to any information which is or later becomes public knowledge through no fault of Your own, or which is subsequently acquired by You from sources under no obligations of secrecy, or which is reasonably required to be disclosed in order to obtain any appropriate governmental approvals but only to the extent such disclosure is so required.

            5.         Indemnification and Limitation of Damages.

                        (a)       You shall indemnify and hold Jatai harmless from and against any and all claims or actions for personal injuries arising from Your negligence or misconduct or arising from or attributable to any statement, representation, or warranty made by You with respect to any Products or their use which is not first approved by Jatai in writing or contained in Jatai’s written Product materials available to You, provided that Jatai promptly informs You of any such claim or action asserted against Jatai, that You shall have the right to defend any such claim or action with counsel reasonably acceptable to Jatai, and Jatai cooperates fully with You in such defense (provided that Jatai is reimbursed for any costs incurred).  If a conflict arises such that counsel selected by You decides that it is necessary for Jatai to have separate counsel, then Jatai shall select such counsel and all fees and expenses of such counsel shall be paid by You.  Jatai agrees to indemnify and hold You harmless from and against any and all claims or actions for personal injuries arising from Jatai’s gross negligence or willful misconduct or arising from or attributable to any statement, representation, or warranty made by Jatai with respect to the Products or their use. 

                        (b)       Limitation of Liability for Damages.  Jatai shall not, in any case, be liable to You for special, incidental or consequential damages arising from breach of warranty, breach of contract, negligence or any other legal theory. Such damages include, but are not limited to, loss of profits or revenue, injury to business, cost of capital, cost of any substitute Products, facilities or services, or claims of customers for such damages. 

            6.         Term; Termination of Agreement.

                        (a)       Term.  This Agreement shall commence as of the last date stated below Your signature and either Party may terminate this Agreement for any reason at any time without advance notice.

                        (b)       Breach. Either party may terminate this Agreement at any time in the event of any breach of this Agreement by the other party, effective thirty (30) days after the giving of written notice to the other party of the reasons for such termination, if the other party shall fail to cure or rectify the deficiencies specified in such notice within thirty (30) days after the date of such notice.

                        (d)       Insolvency. This Agreement shall terminate automatically without notice to either Party if Jatai or You shall become insolvent, be adjudicated bankrupt, shall make a general assignment for the benefit of creditors, or shall take the benefit of any insolvency, reorganization or other relief act or similar law, or if a receiver or trustee be appointed for its property. 

                       (e)       No Penalty. No penalty, indemnity or other liability or payment shall be assessed against either Party by reason of termination as provided.

                       (f)        Effects of Termination. In addition to any other effects of termination provided elsewhere under this Agreement, any referral fees that are owed to You will be mailed to you in accordance with the terms described in Section 3 above.    

            7.         Governmental Authorizations, etc.

                        (a)       By Jatai. Jatai shall be responsible for obtaining any approvals or licenses of or making any filings with any and all government agencies which are required for the general sale of the Products in the United States.

                        (b)       By You.  Except as set forth in subparagraph (a) above, You shall at Your own expense obtain from competent government authorities, such permits, license, registrations or exemptions as shall be required for distributing, selling and promoting the Product in the United States. Jatai shall provide any reasonable information or documentation Sales Representative needs to obtain such permits, licenses, registrations or exemptions. 

            8.         Independent Contractors. Jatai and You are independent contractors.  Neither You nor your agents, employees or representatives are employees, agents or representatives of Jatai, and shall not hold themselves out as such, and shall have no authority or power to bind Jatai or contract in Jatai’s name.

            9.         Arbitration.     Any controversy or claim arising out of or relating to this agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that, to the extent You have in any manner violated or threatened to violate Jatai’s intellectual property rights, Jatai may seek injunctive or other appropriate relief in the Superior Court for the County of Orange, California, in the U.S. District Court for the Central District of California or any other court of competent jurisdiction.  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Any such proceeding shall take place in Orange County, California, and the Parties consent to the jurisdiction of Superior Court for the County of Orange, California and the U.S. District Court for the Central District of California.  Each Party expressly waives any objections to personal jurisdiction and venue in the U.S. District Court for the Central District of California and the California Superior Court for the County of Orange, California.

            10.      Notices, Communications, etc.  Any notice or other communication required or permitted shall be mailed first class, postage prepaid, or sent by e-mail, facsimile or overnight express mail to the recipient Party at the address as stated in this Agreement or as changed by written notice given hereunder and shall be deemed given upon the earlier of receipt or five (5) days after deposit in the U.S. Mail.

            11.      Assignment.  You may not assign, transfer or sell any rights in this Agreement, in whole or in part, to any other person or entity without the prior written consent of Jatai.  Any attempted assignment, transfer or sale contrary to this Section shall be null and void.

            12.      Force Majeure.  No failure or omission, in whole or in part, to carry out or observe any of the terms, provisions or conditions of this Agreement shall give rise to any claim by Jatai against You or by You against Jatai or be deemed to be a breach of this Agreement, if the same is caused by or arises out of "Force Majeure."  To the extent that it is not within the reasonable control of the party whose performance under this Agreement is affected thereby, the term "Force Majeure" as used in this Agreement shall mean war, declared or not, terrorism, embargoes, export or import restrictions, and inability to obtain export or import licenses; fire, frost or ice, earthquake, storm, lightning, explosion, tide, tidal wave, or perils of the sea; strike or combination of workmen or other labor disturbances; any other cause whether or not of a similar nature provided that it is beyond the reasonable control of the Party thus prevented from performing its obligations hereunder, which would have the effect of preventing and/or impeding the supply of Products in accordance with the terms of this Agreement.  The Party affected shall give the other Party immediate notice of the cause preventing or hindering the production, delivery or shipment of Products and shall give a further notice as soon as possible after such cause has ceased to have effect.

            13.      No Warranty or Representations by Jatai. Jatai makes no warranties or representations to You of any kind, express or implied, with respect to Your relationship with Jatai and Your participation in the Affiliate Program. Jatai expressly disclaims any implied warranty of merchantability or fitness of this Affiliate Program for a particular purpose. Jatai makes no representation that the operation of Jatai’s website www.jatai.net will be uninterrupted or error-free, and Jatai will not be liable for the consequences of any interruptions or errors.

            14.      Integration; Modification. This Agreement constitutes the entire Agreement between the parties and supersedes and takes the place of all prior agreements and understandings written or oral, including all understandings and agreements, formal or informal, applicable to the relationship of the parties prior to the date hereof, and this Agreement can be modified only in writing and signed by an authorized officer of the party against which such modification is asserted.

            15.      No Automatic Waiver; Invalidity. Failure to enforce any provision of this Agreement by either party, shall not be construed as a waiver of that provision.  If any provision of this Agreement is deemed invalid, illegal or incapable of being enforced under any applicable rule of law or public policy, the remainder of this Agreement shall be valid and otherwise enforceable to the fullest extent permitted by law; provided, however, that if the validity or unenforceability of such party of or provision in this Agreement substantially denies to a party the intended benefits of this Agreement, this Agreement may be terminated by such party on thirty (30) days' written notice to the other party hereto.

            16.      Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, excluding its conflicts of law provisions.

            17.      Attorneys' Fees. In the event of any proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expense incurred in connection with such proceeding, including court costs and reasonable attorneys' fees, whether or not such proceeding is prosecuted to judgment.

            18.      Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and permitted assigns. 

            19.      Interpretation. This Agreement shall not be interpreted against a party solely because such party, or its counsel, prepared this Agreement. 

            20.      Further Assurances. Each of the parties hereto agrees on behalf of itself, its successors and assigns, that it will, without further consideration, execute, acknowledge and deliver such other documents and take such other action as may be necessary or convenient to carry out the purposes of this Agreement. 

          21.      Severability.  In the event that any section, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable,  such part shall be deemed deleted and the remaining part of the Agreement shall continue in full force and effect.

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