AFFILIATE AGREEMENT

This Affiliate Agreement ("Agreement") is entered into by and between CorpShadow Bizstore, a corporation organized under the laws of Ontario, Canada, with its principal place of business at 7-871 Victoria Street North, Unit 173, Kitchener, Ontario, Canada (hereinafter referred to as the "Company"), and the undersigned affiliate (hereinafter referred to as the "Affiliate"), effective as of the date the Affiliate is approved by the Company (the "Effective Date").

1. DEFINITIONS

Referred Sale: A sale generated by the Affiliate's referral link or unique coupon code within sixty (60) days of the referral.

Commission: The amount agreed upon by both parties to be paid to the Affiliate for a Referred Sale, calculated on the gross sale value of the product, excluding shipping charges, taxes, refunds, and discounts.

Wrongful Conduct: Any activity that violates the laws of Canada or any other applicable jurisdiction that could directly or indirectly harm customers or the Company, including but not limited to fraud, spam, trademark infringement, false advertising, or misrepresentation.

Confidential Information: Includes but is not limited to the release of coupons or sale information before it becomes public, customer data, internal communications, commission structures, sales data, marketing strategies, or any proprietary software or materials provided to the Affiliate.

Affiliate Link: A unique tracking URL or coupon code provided to the Affiliate for the purpose of tracking Referred Sales.

2. APPROVAL OF AFFILIATION

Application: The Affiliate shall submit a complete and accurate application to participate in the Company's Affiliate Program, including all required information about their promotional channels and methods.

Approval: The Company reserves the right to approve or reject any Affiliate Program application in its sole and absolute discretion. If rejected, the Affiliate may reapply after thirty (30) days. Approval does not guarantee continued participation in the program.

Profile Maintenance: The Affiliate agrees to maintain current and accurate profile information, including valid PayPal account details. Any missing or incorrect information may result in immediate termination of the Affiliate's account and forfeiture of unpaid commissions.

3. COMMISSIONS

Payment Method: Commissions will be paid exclusively through PayPal. The Affiliate must provide valid and accurate PayPal account information. Failure to provide or maintain current PayPal information may result in delayed or forfeited commission payments.

Payment Timing: Commissions will be paid on Referred Sales two (2) months following the sale date to ensure the sale was legitimate, not fraudulent, and that no refunds or chargebacks have been issued.

PayPal Fees: All PayPal transaction fees associated with commission payments shall be borne by the Affiliate and will be deducted from the commission payment. CorpShadow Bizstore is not responsible for any PayPal fees, currency conversion fees, or other charges imposed by PayPal.

Rate: The specific commission rates and other financial benefits will be agreed upon and made available at affiliate.corpshadow.biz.

Minimum Payout: Commissions will only be paid once the Affiliate's account reaches the minimum payout threshold as specified on the affiliate portal.

Commission Rejection: CorpShadow Bizstore reserves the right to reject any commission if the Company finds that the Affiliate's coupon code has been published on public coupon sites, deal aggregator websites, or any public platform not under the Affiliate's direct control. Commissions will only be honoured when coupon codes are shared directly through the Affiliate's own videos, social media posts, blogs, email newsletters, or other direct communication channels owned and controlled by the Affiliate.

Prohibited Activities: The Company will not pay commissions on:

  • Self-referral purchases made by the Affiliate
  • Purchases made using fraudulent payment methods
  • Sales that are subsequently refunded or charged back
  • Sales generated through prohibited marketing methods as outlined in Section 5

4. CUSTOMER DISCOUNT TERMS

Discount Structure: Customers referred by an Affiliate will receive a 5% discount applicable to one (1) product per order, specifically the lowest-priced product in their cart.

Usage Limitations: Each customer may use an Affiliate coupon code only once (1) within a six (6) month period. Subsequent uses of the same or different Affiliate codes by the same customer within this timeframe will not be eligible for commission payment.

Discount Application: The discount will be automatically applied at checkout when the customer uses the Affiliate's unique coupon code or referral link.

5. AFFILIATE OBLIGATIONS AND RESTRICTIONS

Permitted Marketing Methods: The Affiliate may promote the Company's products through:

  • Personal blogs and websites owned by the Affiliate
  • Social media accounts controlled by the Affiliate
  • Video content on platforms such as YouTube, TikTok, or similar
  • Email marketing to the Affiliate's own subscriber list (not purchased lists)
  • Podcasts or other audio content produced by the Affiliate

Prohibited Marketing Methods: The Affiliate shall NOT:

  • Engage in spamming or unsolicited email marketing
  • Use paid search advertising on the Company's brand name or trademarked terms without prior written consent
  • Make false or misleading claims about the Company's products or services
  • Post coupon codes on public coupon websites, deal sites, or coupon aggregators
  • Use pop-up or pop-under advertising methods
  • Engage in cookie stuffing or other fraudulent tracking methods
  • Impersonate the Company or create websites that appear to be official Company sites
  • Use the Company's trademarks or intellectual property without authorization
  • Make income claims or guarantees on behalf of the Company
  • Target minors inappropriately or violate any child protection laws

Brand Usage: The Affiliate may use the Company's name, logos, and approved marketing materials solely for the purpose of promoting the Company's products in accordance with brand guidelines provided by the Company.

Compliance with Laws: The Affiliate agrees to comply with all applicable federal, provincial, and local laws, including but not limited to advertising disclosure requirements (such as FTC guidelines in the United States and similar regulations in Canada).

Disclosure Requirement: The Affiliate must clearly and conspicuously disclose its affiliate relationship with the Company in all promotional content in accordance with applicable laws and regulations.

6. CONFIDENTIALITY

Obligation: Both the Company and Affiliate agree to maintain the confidentiality of all Confidential Information obtained during the Term of this Agreement and for a period of two (2) years following the termination of this Agreement.

Exclusions: Confidential Information does not include information that is publicly available through no fault of the receiving party, already in lawful possession of the Affiliate before disclosure, or obtained from a third party without a duty of confidentiality.

Return of Materials: Upon termination of this Agreement, the Affiliate shall immediately return or destroy all Confidential Information and materials provided by the Company.

7. INTELLECTUAL PROPERTY

Ownership: All intellectual property rights in the Company's products, services, trademarks, trade names, logos, and marketing materials remain the sole property of the Company.

Limited License: The Company grants the Affiliate a non-exclusive, non-transferable, revocable license to use the Company's trademarks and marketing materials solely for the purpose of promoting the Company's products during the Term of this Agreement.

Termination of License: Upon termination of this Agreement, the Affiliate's license to use the Company's intellectual property immediately terminates, and the Affiliate shall cease all use of such materials.

8. INDEMNIFICATION

Obligation: The Affiliate agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, shareholders, and other affiliated entities from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising from:

  • The Affiliate's Wrongful Conduct or breach of this Agreement
  • Any misrepresentation made by the Affiliate
  • Any violation of applicable laws or regulations by the Affiliate
  • Any infringement of third-party intellectual property rights by the Affiliate
  • Any claims brought by customers or third parties related to the Affiliate's promotional activities

9. LIMITATION OF LIABILITY

No Warranties: The Company provides the Affiliate Program "as is" without any warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

Limitation: In no event shall the Company be liable to the Affiliate for any indirect, incidental, consequential, special, or punitive damages, including lost profits, even if the Company has been advised of the possibility of such damages.

Maximum Liability: The Company's total liability to the Affiliate under this Agreement shall not exceed the total commissions paid to the Affiliate in the six (6) months preceding the event giving rise to liability.

10. RELATIONSHIP OF PARTIES

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Company and the Affiliate.

No Authority: The Affiliate has no authority to bind the Company or make any representations or warranties on behalf of the Company except as expressly authorized in writing.

Taxes: The Affiliate is solely responsible for all taxes, withholdings, and other statutory obligations arising from commissions earned under this Agreement.

11. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue unless terminated as provided herein.

Termination by Either Party: Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party via email. Termination shall be effective immediately upon receipt of notice.

Termination by Company: The Company may immediately terminate this Agreement and suspend the Affiliate's account without notice if:

  • The Affiliate breaches any provision of this Agreement
  • The Affiliate engages in Wrongful Conduct
  • The Affiliate's profile information is incomplete, inaccurate, or out of date
  • The Affiliate violates any applicable laws or regulations
  • The Affiliate engages in any activity that damages the Company's reputation

Effect of Termination: Upon termination:

  • The Affiliate shall immediately cease all promotional activities
  • All unpaid commissions on verified sales completed before termination will be paid according to the normal payment schedule
  • Commissions on pending or unverified sales may be forfeited at the Company's discretion
  • The Affiliate shall remove all references to the Company from their promotional materials
  • All licenses granted to the Affiliate shall immediately terminate

12. MODIFICATION OF TERMS

Program Changes: The Company reserves the right to modify commission rates, discount structures, program rules, and other terms at any time by posting updates to affiliate.corpshadow.biz.

Notice: The Company will provide reasonable notice of material changes to the Affiliate Program, typically at least thirty (30) days in advance.

Continued Participation: The Affiliate's continued participation in the Affiliate Program following any modifications constitutes acceptance of the modified terms.

13. NOTICES

Method: All notices, requests, and other communications hereunder shall be in writing and shall be deemed given upon receipt when sent by email to the parties at the addresses provided in the Affiliate Program application or as subsequently updated.

Company Contact: Notices to the Company shall be sent to the email address specified on the affiliate portal at affiliate.corpshadow.biz.

Affiliate Support: Any questions, concerns, or inquiries regarding the Affiliate Program, commission payments, or this Agreement shall be addressed through the CorpShadow Bizstore support team by sending an email to support@corpshadow.com. The support team will respond to inquiries within a reasonable timeframe during regular business hours.

14. GOVERNING LAW AND JURISDICTION

Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

Jurisdiction: Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. Both parties consent to personal jurisdiction in Ontario.

Dispute Resolution: Before initiating any legal action, the parties agree to attempt to resolve any disputes through good faith negotiations for a period of thirty (30) days.

15. FINANCIAL ARRANGEMENTS

Updates: All details about commission rates, discount codes, coupons, and other financial arrangements will be updated and made available at affiliate.corpshadow.biz.

Market-Based Adjustments: Financial arrangement updates depend on market conditions and are based on the sales strategy of the CorpShadow Bizstore team. The Company reserves the right to adjust these terms to remain competitive and sustainable.

16. DATA PROTECTION AND PRIVACY

Compliance: Both parties agree to comply with all applicable privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any provincial privacy legislation.

Customer Data: The Affiliate shall not collect, use, or disclose any customer personal information except as necessary to fulfill their obligations under this Agreement and in compliance with applicable privacy laws.

Security: The Affiliate shall implement appropriate security measures to protect any customer or Company data in its possession.

17. MISCELLANEOUS

Amendment: This Agreement may only be amended in writing and signed by both parties, except for modifications to the Affiliate Program terms as provided in Section 12.

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Any attempted assignment in violation of this provision shall be null and void.

Entire Agreement: This Agreement contains the entire agreement between the Company and Affiliate with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions between the parties, whether oral or written.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition. No failure or delay in exercising any right or remedy shall operate as a waiver thereof.

Survival: Sections 4 (Confidentiality), 7 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), 14 (Governing Law), and 16 (Data Protection) shall survive termination of this Agreement.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument. Electronic signatures shall be considered valid and binding.

Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labour disputes, or internet service failures.

ACCEPTANCE

By submitting an application to the CorpShadow Bizstore Affiliate Program and/or using any Affiliate Links or materials, the Affiliate acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have accepted the terms of this Agreement electronically as of the Effective Date.

CorpShadow Bizstore
7-871 Victoria Street North, Unit 173
Kitchener, Ontario, Canada

Date of Acceptance: Automatically recorded upon application approval

Last Updated: 19th Oct, 2025

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