This Affiliate Agreement ("Agreement") is entered into between Kaluta Shopping Mall Inc., a company duly incorporated under the laws of Canada, doing business as Digital Shopping Mall ("Company", "we", "our", or "us"), and you ("Affiliate", "you", or "your") upon your acceptance of the terms and conditions herein.
By accepting this Agreement, you acknowledge that you have read, understood, and agreed to be bound by the terms below, and that you are legally authorized to act on behalf of yourself or your organization.
1. Enrollment in the Affiliate Program
To become an Affiliate, you must:
- Submit an application via our website or through an invitation link;
- Read and agree to this Agreement; and
- Be approved by us. Approval is at our sole discretion.
We reserve the right to refuse participation to any applicant for any reason, including but not limited to concerns about legal compliance, previous conduct, or reputational risks.
2. Eligibility
To participate in our Affiliate Program, you must:
- Be at least 18 years old or the age of majority in your province or territory;
- Reside in a country where participation in affiliate programs is legal;
- Provide accurate identification and tax information, as required under Canadian law.
3. Affiliate Responsibilities
As an Affiliate, you agree to:
- Promote our platform ethically and truthfully;
- Not make false or misleading statements regarding our products, services, or earnings potential;
- Comply with all applicable federal, provincial, and local laws including, but not limited to, the Competition Act, Privacy Act, and CASL (Canada's Anti-Spam Legislation);
- Avoid spamming, click fraud, or deceptive advertising practices;
- Ensure that all your marketing materials disclose your affiliate relationship with us, in compliance with Canadian advertising guidelines and industry standards.
4. Commission Structure
You will be eligible to earn commissions as outlined in our Affiliate Commission Plan, which may include multiple levels (up to 10 generations) based on tracked purchases made by referred users.
All commissions:
- Will be calculated only after a purchase is confirmed and completed;
- Will be paid monthly, subject to a minimum payout threshold;
- May be forfeited in case of fraudulent activity, policy violations, or returned/cancelled orders.
We reserve the right to amend the commission structure at any time with at least 30 days' notice to active affiliates.
5. Tracking and Attribution
- Affiliate tracking is performed using internal identifiers tied to user registration and purchase behavior.
- In case of conflict or ambiguity in tracking, our internal records shall be deemed final.
- Affiliates shall not attempt to manipulate, intercept, or artificially inflate tracking metrics.
6. Term and Termination
- This Agreement shall remain in effect unless terminated by either party.
- You may terminate this agreement at any time by giving us written notice.
- We may terminate this agreement at any time, with or without cause, by giving you notice via email or through your dashboard.
- Upon termination, any unpaid but earned commissions will be paid in the next cycle. However, if termination is due to a breach of this agreement, commissions may be forfeited at our sole discretion.
7. Confidentiality
You agree to keep confidential any non-public information, including technical systems, commission formulas, proprietary processes, and user data that you may access during your participation.
8. Intellectual Property
- You are granted a limited, non-exclusive, non-transferable license to use our trademarks, branding, and promotional content solely for the purpose of promoting our services. All rights not expressly granted remain reserved by the Company.
- You may not alter, reverse-engineer, or misrepresent any materials or services provided under this Agreement.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
- We shall not be liable for indirect, incidental, punitive, or consequential damages;
- Our total liability to you under this Agreement shall not exceed the total commissions paid to you within the last six (6) months preceding any claim.
10. Indemnification
You agree to indemnify and hold harmless the Company, its directors, employees, and agents from any claims, damages, liabilities, or legal fees arising out of your participation in the affiliate program or violation of this Agreement.
11. Modification
We may modify this Agreement at any time. You will be notified of changes via email or your affiliate dashboard. Continued participation after such notification constitutes your acceptance of the revised terms.
12. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes arising shall be resolved through good-faith negotiations. If unresolved, both parties agree to submit to the exclusive jurisdiction of the courts of Ontario.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the Affiliate Program and supersedes all prior agreements, communications, or understandings.
14. Electronic Consent
By checking the box labeled "I Agree" or signing digitally, you affirm that you have read and accepted this Affiliate Agreement and that it is legally binding upon you.
IN WITNESS WHEREOF, you agree to these terms effective as of the date of your acceptance.
