Important: This Affiliate Program Agreement ("Agreement") is made and entered into as of the date you asserted to have read, understood, and agreed to our Terms and Conditions, by and between Kaluta Shopping Mall Inc. ("Company") and you ("Affiliate").

WHEREAS:

Company desires to expand its reach and increase sales by engaging Affiliate to promote its products and services; and
Affiliate desires to earn commissions by promoting Company's products and services to its audience.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Affiliate Program

1.1 Service Access and Responsibilities

Company reserves the right to refuse service and/or access to the Company in our sole discretion and without notice. You are solely responsible for your use of the Company, and you agree to compensate, hold harmless, and defend us from any claims, damages, losses, liabilities, costs, and expenses, resulting from your use or misuse of the Company. Posting or transmitting any unlawful materials is strictly prohibited.

1.2 Promotion Rights

Company grants Affiliate a non-exclusive, non-transferable right to promote Company's products and services through its website, social media channels, and other marketing materials.

1.3 Tracking Links

Affiliate will be provided with unique affiliate links and tracking codes to track referrals generated by Affiliate's efforts.

1.4 Legal Compliance

Affiliate agrees to comply with all applicable laws and regulations in connection with its participation in the Affiliate Program.

1.5 Email Whitelisting Policy

In order to ensure the seamless delivery of our services and to enhance your overall experience, it is imperative that you whitelist specific email addresses associated with the Company. Whitelisting enables us to deliver important communications and updates to your inbox without any disruptions.

We kindly request that you whitelist the following email addresses to ensure the receipt of essential information and notifications:

social@digitalshoppingmall.net
enquiries@digitalshoppingmall.net
partners@digitalshoppingmall.net

Please be advised that the use of services such as BoxBe or any similar email filtering tools is permissible, but only when our specified email addresses are whitelisted. Failure to whitelist these addresses may result in the non-receipt of important updates, announcements, and service-related communications.

By whitelisting the aforementioned email addresses, you contribute to the effective delivery of our services, allowing us to provide you with the best possible user experience. We appreciate your cooperation in ensuring the uninterrupted flow of communications from the Company.

2. Commissions

2.1 Commission Eligibility

Company will pay Affiliate a commission on all qualified sales generated through Affiliate's unique links and tracking codes.

2.2 Commission Rate

The commission rate will be a percentage of the net purchase price of each qualified sale.

2.3 Qualified Sales

A "qualified sale" is defined as a sale that is generated through Affiliate's unique links and tracking codes, completed within the applicable tracking period, and not cancelled or returned.

2.4 Payment Schedule

Commissions will be paid to Affiliate on a monthly basis, on or around the 15th of the following month.

3. Changes to the Terms

3.1 Modification Rights

Company reserves the right, in its sole discretion, to change these Terms at any time. Updated versions of the Terms will be posted here on our Site and are effective immediately. The date of the newest version is posted below. Please check back frequently, especially before you use our Site, to see if these Terms have changed. Continued use of the Site after any changes to the Terms constitutes your consent to such changes.

4. Errors and Corrections

4.1 Accuracy of Information

While we use reasonable efforts to include accurate and current information on our Site, we do not warrant or represent that the Site will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our Site, including pricing and availability of products and services, and shall have no liability for such errors. We may also make improvements and/or changes to the Site's features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact us as described in the "Contact Us" section, below, and we will verify it for you.

5. Termination

5.1

This Agreement may be terminated by either party upon written notice to the other party.

5.2

Company may terminate this Agreement immediately in the event that Affiliate breaches any of its obligations hereunder.

5.3

Upon termination of this Agreement, Affiliate's right to earn and receive commissions shall immediately cease.

6. Confidentiality

6.1 Confidential Information

Each party agrees to keep confidential all information of the other party that is not publicly known.

6.2 Survival Clause

This obligation of confidentiality shall survive the termination of this Agreement.

7. Independent Contractor

7.1 Relationship

Affiliate is an independent contractor and not an employee of Company.

7.2 Expenses

Affiliate is solely responsible for all costs and expenses incurred in connection with its participation in the Partner Program.

8. Disclaimer

8.1 No Warranties

Company makes no representations or warranties, express or implied, with respect to the Affiliate Program or the products and services offered by Company.

8.2 Limitation of Liability

Company shall not be liable for any damages arising out of or in connection with Affiliate's participation in the Affiliate Program.

9. Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.

10. Entire Agreement

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Contact Us

11.1 If you have any concerns about the Site or these Terms, please send us an e-mail to enquiries@digitalshoppingmall.net. We will make every reasonable effort to address your concerns and remedy any problems you bring to our attention.

12. Severability

12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

13. Refund Policy for Card Payments

13.1

Company maintains a fair and transparent refund policy to ensure customer satisfaction while protecting the interests of our partners.

13.2

Customers may request a refund within 120 days of purchase for any reason, provided the product or service has not been fully consumed or used.

13.3

Refund requests will be evaluated on a case-by-case basis, taking into account the nature of the product or service, the reason for the refund request, and any other relevant factors.

13.4

In the event of a refund, the associated commission paid to the Affiliate for the refunded sale will be deducted from future commission payments.

13.5

Partners are prohibited from encouraging customers to abuse the refund policy or make fraudulent refund requests.

13.6

Company reserves the right to modify this refund policy at any time, with notice provided to Partners through the email address specified in Section 1.5, Social Media Channels or our own Social Hub.

13.7

Disputes regarding refunds will be handled in accordance with the governing law specified in Section 9.

DSM Marketplace Terms & Conditions

These Terms and Conditions ("Terms") govern the use of the Digital Shopping Mall marketplace operated by Kaluta Shopping Mall Inc., trading as Digital Shopping Mall ("DSM", "we", "our", "us"). By using our website and services, you agree to these Terms in full. If you do not agree, you must not use our services.

1. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada. Any disputes will be subject to the exclusive jurisdiction of the courts of Ontario, except as otherwise provided in the dispute resolution section of these Terms.

2. Eligibility and Verification

Minimum Age: You must be at least 18 years old or have parental or guardian consent if under 18.
All buyers and sellers must complete online identity verification (KYC) before participating.
Suppliers of new products and services must register their business with DSM by submitting notarized incorporation documents and authorization proof.
Second-hand product sellers are not required to register a business account but must complete KYC verification before listing items.
All sellers must comply with applicable laws in their jurisdiction and Ontario law.

3. Marketplace Role

DSM is an online marketplace that connects buyers and sellers worldwide. DSM does not manufacture, own, or sell products or services listed on the marketplace. DSM acts solely as a facilitator of transactions. All sales are made directly between the buyer and seller.

4. Products and Services Sold

Both new and second-hand products, as well as services, may be listed.
Second-hand products are sold "as is" without any warranty or return, unless otherwise required by law.
Sellers set their own sales terms and these will be displayed in each deal's description.

5. Prohibited Products and Services

Sellers must not list any goods or services that are illegal, counterfeit, infringe on intellectual property, contain adult content, armaments, or are otherwise prohibited under Ontario law or the laws of the seller's or buyer's location. DSM maintains a Prohibited Products and Services Schedule and reserves the right to remove any listing that violates these rules.

6. Pricing and Currencies

Prices are displayed in multiple currencies.
DSM uses USD as its functional currency for reporting purposes.
Sellers receive payment in their specified currency.
Commissions are paid in DSP when a deal is purchased with DSP, and in USD when purchased with fiat currency.

7. Digital Shopping Points (DSP) and Preorders

DSPs are DSM's shopping vouchers pegged 1:1 to the cryptocurrency Digital Shopping Coin (DSC).
DSP value fluctuates according to DSC's market rate.
DSPs have no expiry date and are not transferable between members.
DSPs can be used to preorder deals. Preorder conditions are set by DSM.
Deal finalization requires:
- DSP value per unit must be at least equal to the deal's price at processing time.
- Total qualifying preorders must reach the DSM minimum order quantity (supplier's minimum plus 20% DSM safety margin).
If a deal is cancelled before processing starts, DSPs are refunded in DSP.
If a deal is cancelled after processing starts, refunds are in USD based on the DSP–USD value derived from DSC's market rate at the time of conversion for seller payment.

8. Instant Purchases with Fiat Currency

Instant purchases can be made in fiat currency.
Payments are processed through DSM's payment system.
Sellers are paid only after the buyer confirms receipt of goods or services in their DSM account.

9. Shipping, Delivery, and Risk

Shipping and delivery terms are set by the seller.
DSM partners with service providers to offer shipping, tracking, and insurance options.
DSM will facilitate dispute resolution for delivery problems but is not responsible for shipping delays or loss.

10. Returns and Refunds

Return and refund policies are set by the seller, unless required by law.
Second-hand sales are final except where required by law.

11. Dispute Resolution

Disputes between buyers and sellers will first be addressed through DSM's internal mediation process. DSM reserves the right to make the final decision on the outcome of mediation.

12. Intellectual Property and Content Rights

Users grant DSM and its affiliates a worldwide, royalty-free right to use, reproduce, display, and promote any content they upload for the purpose of marketing and facilitating sales.
Users must not infringe third-party intellectual property rights.

13. Privacy

DSM collects and processes personal data in accordance with applicable laws. Information is used for account verification, transaction processing, and improving services. By using the marketplace, you consent to our collection and use of your data as outlined in these Terms.

14. Suspension and Termination

DSM may suspend or terminate user accounts at its sole discretion for violations of these Terms or applicable laws. DSM may remove listings immediately if they violate any law or DSM policy.

15. Limitation of Liability

DSM is not a party to transactions between buyers and sellers. DSM is not responsible for the quality, legality, or delivery of products or services. DSM's liability is limited to the maximum extent permitted by Ontario law.

16. Changes to Terms

DSM may update these Terms from time to time. Continued use of the marketplace after changes are posted constitutes acceptance of the updated Terms.

17. Language

These Terms may be translated for convenience. In the event of any conflict between versions, the English version will prevail.

Prohibited Products and Services Schedule

The following goods and services are prohibited from being listed, sold, or promoted on the DSM marketplace.

1. Illegal and Restricted Items

Items or services prohibited by Ontario law or applicable jurisdiction laws.
Counterfeit goods, pirated materials, or IP-infringing products.
Stolen goods.

2. Hazardous and Regulated Materials

Firearms, ammunition, explosives, or related parts.
Combat weapons, tasers, or other dangerous items.
Hazardous chemicals or regulated substances.

3. Adult and Obscene Content

Pornographic or sexually explicit content or services.
Sexually suggestive items for minors.
Hate, discriminatory, or violent materials.

4. Human-Related Transactions

Human organs, body parts, remains, or human-derived items.
Services involving exploitation or trafficking.

5. Gambling and Financial Schemes

Unauthorized lotteries or gambling services.
Unregulated financial services or securities.
Illegal multi-level marketing schemes.

6. Health and Medical Restrictions

Prescription drugs without licenses.
Unapproved health products with unverified claims.
Devices or substances for illegal drug use.

7. Wildlife and Environmental Restrictions

Endangered species or derived products.
Violations of CITES or environmental laws.

8. Cross-Border Restrictions

Goods or services prohibited for export or import.
Sellers must specify restricted countries for their goods or services.

9. Other Prohibited Activities

Listings promoting illegal activity.
Services violating privacy, data protection, or cybersecurity laws.
Misleading, false, or deceptive listings.

Enforcement:

DSM reserves the right to remove prohibited listings and suspend or terminate accounts engaged in prohibited activity. Sellers are responsible for compliance with this schedule and all applicable laws.