This Affiliate Agreement ("Agreement") is entered into by and between CorpShadow, 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 within seven (7) 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 and taxes.
- Wrongful Conduct: Any activity that violates the laws of Canada or any other country that could directly or indirectly harm customers or the Company.
- Confidential Information: Includes but is not limited to, the release of coupons or sale information before it becomes public, customer data, internal communications, or any proprietary software or materials provided to the Affiliate.
2. APPROVAL OF AFFILIATION:
- Application: The Affiliate shall submit a complete application to participate in the Company's Affiliate Program.
- Approval: The Company reserves the right to approve or reject any Affiliate Program application in its sole discretion. If rejected, the Affiliate may re-apply.
3. COMMISSIONS:
- Payment: Commissions will be paid on Referred Sales and will be paid to the Affiliate two months following the sale to ensure the sale was not fraudulent.
- Rate: The specific commission rates and other financial benefits will be agreed upon and available at affiliate.corpshadow.biz.
4. 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 one (1) year following the termination of this Agreement.
- Exclusions: Confidential Information does not include information that is publicly available, already in possession of the Affiliate, or obtained from a third party without a duty of confidentiality.
5. INDEMNIFICATION:
- Obligation: The Affiliate agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and other affiliated entities from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from the Affiliate’s Wrongful Conduct or breach of this Agreement.
6. TERM AND TERMINATION:
- Term: This Agreement shall commence on the Effective Date and continue unless terminated as provided herein.
- Termination: Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party via email.
7. 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.
8. GOVERNING LAW AND JURISDICTION:
- Law: This Agreement shall be governed by the laws of Ontario, Canada, 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.
9. FINANCIAL ARRANGEMENTS:
- Updates: All details pertaining to commission rates, coupons, and other financial arrangements will be updated and available at affiliate.corpshadow.biz. Financial arrangement updates depend on market conditions and are based on the sales strategy of the CorpShadow team.
10. MISCELLANEOUS:
- Amendment: This Agreement may only be amended in writing and signed by both parties.
- Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
- 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, and discussions between the parties.
- 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.
IN WITNESS WHEREOF, the Parties hereto have accepted the terms of this Agreement electronically as of the Effective Date.