Affiliate Program Terms and Conditions

Effective Date: August 27, 2024

Enrollment in the Program

Application Process
To join the STYLEFAV Affiliate Program, you must complete and submit the online application form available on our website. The application requires accurate and complete information, including your name, contact details, website URL(s), social media profiles, and any other requested information.

Once submitted, STYLEFAV will review your application, which may take up to 5 business days. During this time, additional information or clarification may be requested to verify your identity, evaluate your marketing channels, and ensure alignment with our brand values and guidelines. STYLEFAV reserves the right to approve or reject any application at its sole discretion. Common reasons for rejection include, but are not limited to:

Incomplete or inaccurate application information.
Marketing channels that do not align with STYLEFAV’s brand image or target audience.
Promotional methods that violate our policies or applicable laws.

You will be notified via email regarding the approval or rejection of your application. If approved, you will receive further instructions on how to access your affiliate account and obtain your unique affiliate links.

Eligibility Criteria
The STYLEFAV Affiliate Program is open to individuals and businesses worldwide, provided they comply with local laws and regulations in their respective countries of residence or operation. This includes compliance with advertising standards, consumer protection laws, and tax regulations.

By applying, you confirm that you are at least 18 years old (or the age of majority in your jurisdiction if higher) and have the legal capacity to enter into binding agreements. If applying on behalf of a business, you must have the authority to bind the business to these terms and conditions.

STYLEFAV does not accept applications from individuals or entities involved in illegal, unethical, or harmful activities. This includes, but is not limited to, websites or platforms that promote violence, discrimination, hate speech, or illegal activities, or affiliates involved in fraudulent or deceptive marketing practices. Affiliates must continue to meet the eligibility criteria throughout their participation in the program. STYLEFAV reserves the right to periodically review your account and promotional activities to ensure ongoing compliance. Failure to maintain eligibility may result in suspension or termination from the program.

Affiliate Obligations

Promotion of Products
As an affiliate, you are expected to actively promote STYLEFAV products through your chosen marketing channels, including but not limited to websites, blogs, social media, and email newsletters. All information you provide about STYLEFAV products must be accurate, up-to-date, and reflect the current offerings of STYLEFAV. You must present STYLEFAV products accurately and positively, avoiding misleading or deceptive practices.

Compliance with Laws
Affiliates must comply with all applicable laws and regulations, including but not limited to:

Canadian Law: Compliance with the Competition Act, Canada’s Anti-Spam Legislation (CASL), and other relevant Canadian laws if operating within Canada.
U.S. Law: Adherence to U.S. advertising, privacy, and consumer protection laws, including the California Consumer Privacy Act (CCPA), the Children’s Online Privacy Protection Act (COPPA), and the Federal Trade Commission (FTC) guidelines on endorsements and testimonials.
International Laws: Adherence to the advertising and consumer protection laws of the countries where you operate. This includes compliance with privacy and data protection regulations such as the General Data Protection Regulation (GDPR) in Europe and any similar laws in other jurisdictions. Affiliates are responsible for understanding and complying with local legal requirements.

Content Accuracy
You are responsible for ensuring that all information you provide about STYLEFAV products is accurate, up-to-date, and reflects the current offerings of STYLEFAV. Any promotional claims must be substantiated and aligned with STYLEFAV’s official product descriptions.

License Grant
STYLEFAV grants you a limited, revocable, non-transferable license to use its trademarks, logos, and promotional materials solely for the purpose of participating in the affiliate program. This license is automatically terminated upon the termination of this agreement, and you must cease using all STYLEFAV intellectual property immediately.

Affiliate Links

Unique Tracking Links
Upon approval of your application, STYLEFAV will provide you with unique affiliate tracking links. These links are embedded with a tracking code that identifies your affiliate account, ensuring that any sales generated through your promotional efforts are accurately attributed to you.

You are required to use these unique tracking links in all of your promotional activities, whether on your website, blog, social media channels, or email campaigns. Failure to use the correct tracking links may result in sales not being properly tracked, which could lead to the loss of commissions. STYLEFAV will not be responsible for any commissions lost due to the misuse, alteration, or incorrect placement of these links.

Link Integrity
Affiliates are prohibited from modifying, altering, or otherwise tampering with the tracking code in any way. Any attempt to manipulate the tracking links for fraudulent purposes will result in immediate termination from the program and forfeiture of any unpaid commissions.

Link Placement
Affiliate links should be placed in a manner that is clear, visible, and unambiguous to the consumer. You must ensure that the consumer understands that clicking on the link will lead them to the STYLEFAV website and that you may receive a commission if they make a purchase.

The following practices related to link placement are strictly prohibited:

Cloaking: Hiding the affiliate link using link cloaking techniques, which disguise the tracking code or redirect the consumer without their knowledge, is not allowed.
Shortening: While some link shortening services may be used for aesthetic purposes, you must ensure that the integrity of the tracking code is maintained. Links must not be shortened in a way that obscures the fact that they are affiliate links.
Deceptive Placement: Placing links in a way that deceives or misleads the consumer, such as embedding links in irrelevant content or using them in pop-ups or other intrusive formats, is prohibited.

For optimal results and to maintain transparency with your audience, consider placing affiliate links within relevant content where they naturally fit, such as product reviews, tutorials, or related articles. Clearly disclose your affiliate relationship with STYLEFAV. When using affiliate links on social media platforms, ensure that the link is accompanied by a brief description and an appropriate disclosure.

Technical Requirements
Affiliates must ensure that their websites, blogs, or other digital platforms are technically capable of integrating affiliate tracking links. This includes, but is not limited to, ensuring that your platform supports the proper implementation of HTML, JavaScript, or any other necessary coding required for the tracking links to function correctly.

STYLEFAV may provide specific technical specifications or guidelines related to the use of affiliate links, including the use of banners, widgets, or other promotional tools. Affiliates are required to comply with these specifications to ensure the proper functioning of the links.

Affiliates should be aware that consumers may access affiliate links from various devices, including mobile phones, tablets, and desktop computers. Ensure that your platform is responsive and capable of tracking sales across different devices, preserving the integrity of the tracking link throughout the consumer’s shopping journey.

Affiliates are responsible for regularly monitoring their platforms to ensure that all affiliate links are functioning correctly. This includes checking for broken links, updating links when necessary, and ensuring that any technical issues are promptly addressed. STYLEFAV may also perform periodic audits to verify the proper use of affiliate links.

Commissions

Commission Structure
As an affiliate, you will earn a commission of 3% on the net sales value of each new sale made through your unique affiliate link. The net sales value is calculated by deducting taxes, shipping fees, discounts, and any other applicable charges from the total sales price. This commission applies only to new sales generated through your promotional efforts and does not apply to any residual sales or repeat purchases made by the same customer after the initial sale.

Commissions are earned only on the initial sale to a new customer referred by your affiliate link. You will not earn commissions on any subsequent purchases made by the same customer, even if they use your affiliate link again or are attributed to your affiliate account.

Payment Terms
Commissions are calculated at the end of each calendar month based on the confirmed new sales during that period. Only completed transactions where the product has been shipped and the return period has expired will be considered for commission calculation.

Payments are processed on a Net 45 basis. This means that commissions earned during the calculation period will be paid out 45 days after the end of the period, provided your account balance reaches the minimum payout threshold.

The minimum payout threshold is $100 CAD. If your account balance does not reach $100 CAD by the end of the payment cycle, your earnings will be carried over to the next period until the threshold is met. No payment will be issued until your balance reaches this minimum amount.

All payments will be made exclusively through PayPal in Canadian dollars (CAD). You are required to have a valid PayPal account linked to your affiliate account to receive payments. Ensure that your PayPal account details are accurate and up-to-date to avoid any payment delays or issues.

Refunds and Chargebacks
If a customer cancels an order, returns a product, or disputes a transaction, the corresponding commission will be deducted from your account balance. This deduction will occur during the next payment cycle after the refund or chargeback is processed.

In the event that refunds or chargebacks exceed your current account balance, this will result in a negative balance. The negative balance will be carried forward and offset against future commissions until the balance is restored.

STYLEFAV monitors affiliate activities for fraudulent transactions, excessive chargebacks, or returns. Affiliates found to be engaging in or facilitating fraudulent activities will be immediately suspended from the program, and any unpaid commissions will be forfeited.

Currency and Tax Considerations
Commissions are paid in Canadian dollars (CAD). If you operate in a different currency, it is your responsibility to manage any currency conversion fees or exchange rate fluctuations that may apply.

As an affiliate, you are responsible for complying with all tax laws applicable in your country of residence. STYLEFAV does not withhold taxes on behalf of affiliates. You must report your affiliate earnings according to your local tax regulations and remit any taxes owed to the appropriate authorities.

Depending on your country of residence, you may be required to provide tax identification information or complete specific tax forms before receiving payments. STYLEFAV may withhold payment until all required tax documentation is provided.

If you are a business registered for VAT/GST, you may be responsible for accounting for these taxes on your commission earnings. STYLEFAV does not add VAT/GST to commission payments, so you should consult with a tax advisor on how to handle this within your local jurisdiction.

Affiliate Restrictions

Prohibited Activities

Search Engine Marketing (SEM)
Affiliates are strictly prohibited from using any paid search advertising platforms, including but not limited to Google Ads, Bing Ads, Yahoo Search Marketing, or similar services, to drive traffic to the STYLEFAV website. This prohibition includes bidding on keywords related to STYLEFAV, our product names, or any variations, misspellings, or translations of these terms in any language.

Affiliates may not bid on STYLEFAV’s brand name, trademarks, or any other proprietary terms in any search engine marketing campaigns. This restriction also applies to keywords or phrases that could be confused with STYLEFAV’s brand or products.

Affiliates are not allowed to use direct linking to STYLEFAV’s website from search engine ads. Any use of our website as a display URL or final URL in paid search campaigns is prohibited.

Creating ads that mimic the appearance of STYLEFAV’s official ads, scraping content from our website to use in your own ads, or using misleading copy in paid search ads is strictly forbidden.

Trademark Infringement
Affiliates may not use STYLEFAV’s trademarks, logos, trade names, or any other proprietary information in a manner that could cause confusion among consumers or imply an official partnership or endorsement beyond the scope of the affiliate relationship. This includes, but is not limited to, the use of STYLEFAV’s trademarks in domain names, URLs, social media handles, meta tags, ad copy, or any other digital content.

Affiliates must avoid creating websites, social media pages, or content that could be perceived as being operated or endorsed by STYLEFAV. Any attempt to replicate the STYLEFAV brand or its products in a way that confuses consumers will result in immediate termination from the affiliate program.

Affiliates must ensure that all uses of STYLEFAV’s trademarks comply with relevant intellectual property laws and do not infringe on the rights of STYLEFAV or any third parties. Unauthorized use of STYLEFAV’s trademarks may lead to legal action.

Unauthorized Advertising
Affiliates are not permitted to engage in any form of unsolicited advertising or communication, commonly known as spamming, in connection with the promotion of STYLEFAV products. This includes, but is not limited to, sending unsolicited emails, posting promotional messages in forums or social media groups without permission, or using automated bots or scripts to generate promotional content.

Affiliates must comply with all applicable anti-spam laws, including Canada’s Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, and any other relevant regulations in their operating jurisdictions. Any violation of these laws, including failure to obtain consent before sending marketing communications, will result in immediate suspension from the affiliate program.

Affiliates are expected to engage in ethical advertising practices, which means avoiding deceptive or misleading claims, bait-and-switch tactics, or any other practices that could harm the consumer or STYLEFAV’s reputation. All promotional content must be honest, transparent, and accurately represent STYLEFAV’s products.

Competitor Collaboration
Affiliates must not promote STYLEFAV products alongside products or services from direct competitors in a way that could create a conflict of interest or dilute the STYLEFAV brand. This includes, but is not limited to, placing competitor ads or links on the same page as STYLEFAV promotions, running joint campaigns with competitors, or endorsing competitor products in the same content where STYLEFAV products are promoted.

If you have entered into an exclusivity agreement with STYLEFAV for certain campaigns or product categories, you must adhere strictly to the terms of that agreement. Breaching exclusivity agreements by promoting competitor products will result in termination of the affiliate relationship and forfeiture of any outstanding commissions.

Geographical Restrictions
Affiliates are required to adhere to geographical restrictions imposed by STYLEFAV. You must not target consumers in regions where STYLEFAV products are not available or where STYLEFAV has explicitly prohibited affiliate marketing activities. This includes avoiding promotional efforts in countries or regions where STYLEFAV does not ship products, or where legal or regulatory constraints limit STYLEFAV’s operations.

Affiliates must ensure that all promotional activities comply with local laws, regulations, and cultural norms in the regions they are targeting. This includes ensuring that marketing messages are appropriate for the target audience and do not violate any local advertising standards.

If you operate in multiple regions, you must be aware of and comply with any restrictions that apply to each market. Affiliates should also be mindful of currency fluctuations, shipping restrictions, and any other logistical challenges when promoting STYLEFAV products internationally.

Termination

Termination by STYLEFAV
STYLEFAV reserves the right to terminate this agreement at any time, with or without cause, by providing written notice to you via email or through the affiliate portal. Termination may be immediate or may include a notice period, depending on the circumstances.

Common grounds for termination include but are not limited to:

Violation of Terms: Any breach of these affiliate terms and conditions, including but not limited to prohibited activities, misuse of affiliate links, or failure to comply with applicable laws and regulations.
Inactivity: If your affiliate account remains inactive for a prolonged period (e.g., 6 months), STYLEFAV may choose to terminate the agreement. Inactivity is defined as a lack of sales, clicks, or other measurable engagement with your affiliate links.
Harm to Reputation: Any actions, content, or behavior that harms or could potentially harm STYLEFAV’s brand, reputation, or customer relationships. This includes but is not limited to unethical marketing practices, misleading claims, or negative public conduct associated with your affiliate activities.
Fraudulent Activities: Engaging in or facilitating fraudulent activities, including but not limited to fake transactions, click fraud, or creating multiple affiliate accounts to manipulate commission payments, will result in immediate termination and potential legal action.

Upon termination, STYLEFAV will provide written notice outlining the reason for termination and the effective date. If the termination is due to a violation of terms, STYLEFAV may offer a period to remedy the breach, at its sole discretion.

Termination by Affiliate
You may terminate this agreement at any time, for any reason, by providing written notice to STYLEFAV via email or through the affiliate portal. You should specify the effective date of termination in your notice.

Upon termination, you are required to remove all STYLEFAV affiliate links, banners, and promotional materials from your websites, social media channels, and any other platforms where they were displayed within 5 days. You must cease any promotional activities related to STYLEFAV immediately upon the effective date of termination.

Affiliates are encouraged to generate a final report of their account activities, including sales, clicks, and commissions earned, prior to the termination date for their records.

Effect of Termination
After the effective date of termination, you will no longer be entitled to earn commissions for sales generated through your affiliate links. Any sales made after the termination date will not be tracked, and no commissions will be paid for those sales.

STYLEFAV will process any remaining commissions earned prior to the termination date according to the regular payment schedule. Final payments will only be made if your account balance meets the minimum payout threshold of $100 CAD. If your balance does not meet this threshold, no final payment will be issued, and the remaining balance will be forfeited.

Any obligations under this agreement that by their nature should survive termination (such as confidentiality, indemnification, and limitations of liability) will continue to be enforceable after termination.

If your account is terminated due to a breach of these terms, STYLEFAV reserves the right to withhold any unpaid commissions, offset damages against any commissions owed, and pursue legal remedies as necessary.

Reinstatement
If you wish to rejoin the STYLEFAV Affiliate Program after termination, you must submit a new application. Reinstatement is not guaranteed and will be subject to a thorough review of your previous account activity and compliance with these terms.

Confidentiality

Confidential Information
For the purposes of this agreement, “Confidential Information” includes any and all information provided by STYLEFAV to you that is not publicly available and that STYLEFAV considers confidential or proprietary. This includes but is not limited to:

Business Strategies: Information related to STYLEFAV’s business plans, marketing strategies, pricing structures, financial information, and operational plans that are shared with you as part of the affiliate program.
Customer Data: Any data or information related to STYLEFAV’s customers, including but not limited to names, contact details, purchasing behaviors, and preferences. This also includes any data generated through the affiliate’s promotional activities, such as leads, conversion rates, and sales data.
Product Information: Details about current or future STYLEFAV products, including product specifications, launch dates, promotional campaigns, and pricing information that have not been released to the public.
Promotional Plans: Any information related to STYLEFAV’s marketing and promotional strategies, campaigns, and materials that are not publicly disclosed.
Technical Information: Any proprietary software, technologies, systems, or processes used by STYLEFAV in the operation of its business that are disclosed to you as part of the affiliate program.

Obligation of Confidentiality
You agree to maintain the confidentiality of all Confidential Information provided by STYLEFAV. This obligation includes:

Non-Disclosure: You must not disclose any Confidential Information to any third party without the prior written consent of STYLEFAV. This includes but is not limited to other affiliates, business partners, competitors, or any other entities outside of your organization.
Restricted Use: Confidential Information may only be used for the purposes of fulfilling your obligations under this affiliate agreement. You must not use the Confidential Information for any other purpose, including personal gain, competitive advantage, or any activities outside the scope of this agreement.
Protection Measures: You are responsible for implementing and maintaining appropriate security measures to protect the Confidential Information from unauthorized access, disclosure, or misuse. This includes safeguarding digital and physical copies of the information, using secure communication channels, and restricting access to authorized personnel only.

Your obligation to maintain the confidentiality of the Confidential Information remains in effect both during the term of this agreement and after its termination. There is no expiration date on this obligation, and it continues indefinitely unless STYLEFAV expressly releases you from this responsibility in writing.

Non-Disclosure
Affiliates must not disclose any STYLEFAV Confidential Information to third parties without obtaining prior written consent from STYLEFAV. If such disclosure is necessary for the performance of your duties under this agreement (e.g., involving third-party contractors or service providers), you must seek permission from STYLEFAV before sharing any information.

The only exceptions to the non-disclosure obligation are as follows:

Legal Requirement: If you are legally required to disclose Confidential Information by law, court order, or governmental regulation, you must promptly notify STYLEFAV in writing before making any disclosure. You must cooperate with STYLEFAV in seeking a protective order or other legal measures to limit the extent of the disclosure.
Public Information: Information that is or becomes publicly available through no fault of your own or breach of this agreement is not considered Confidential Information and may be disclosed.
Authorized Parties: Disclosure to employees, agents, or subcontractors is allowed only to the extent necessary for the performance of the affiliate agreement and provided they are bound by similar confidentiality obligations.

Upon termination of this agreement, or at any time upon STYLEFAV’s request, you must immediately return or destroy all copies of the Confidential Information in your possession. This includes both physical and digital copies, and you must certify in writing that all Confidential Information has been returned or destroyed.

Breach of Confidentiality
Any unauthorized disclosure or misuse of Confidential Information will be considered a material breach of this agreement. In the event of such a breach, STYLEFAV reserves the right to terminate your participation in the affiliate program immediately, without notice, and pursue all available legal remedies, including injunctive relief, damages, and legal fees.

You agree to indemnify and hold harmless STYLEFAV from any and all damages, losses, liabilities, costs, and expenses (including legal fees) arising from or related to your breach of the confidentiality obligations outlined in this agreement.

Modification of Terms

Right to Modify
STYLEFAV reserves the exclusive right to modify, amend, or update these affiliate program terms and conditions at any time, at its sole discretion. Such modifications may be made to reflect changes in business practices, legal requirements, technological advancements, or for any other reason deemed necessary by STYLEFAV.

In the event of significant changes to these terms, STYLEFAV will provide affiliates with notice of the modifications. Notification may be delivered through various channels, including but not limited to:

Email Communication: An email will be sent to the address associated with your affiliate account, outlining the key changes and their effective date.
Affiliate Portal Updates: A notification may be posted in the affiliate portal, with a link to the updated terms and conditions.
Other Communication Channels: STYLEFAV may also choose to notify affiliates through in-platform messages, newsletters, or other communication methods as appropriate.

Unless otherwise specified, changes to the terms and conditions will become effective immediately upon notification. Affiliates are expected to comply with the updated terms from the effective date forward.

Acceptance of Modified Terms
Your continued participation in the STYLEFAV Affiliate Program after receiving notice of the modified terms constitutes your acceptance of the changes. If you do not agree with the updated terms, you must discontinue your participation in the program by terminating the agreement as outlined in the Termination section.

In some cases, STYLEFAV may require you to expressly re-affirm your acceptance of the modified terms. This may involve logging into the affiliate portal and agreeing to the new terms through a checkbox or digital signature. Failure to re-affirm your acceptance may result in the suspension or termination of your affiliate account.

Scope of Modifications
Modifications to the terms and conditions may include, but are not limited to:

Commission Rates: Changes to the commission structure, including adjustments to rates, payout thresholds, or payment schedules.
Affiliate Obligations: Updates to your responsibilities as an affiliate, such as changes in promotional guidelines, compliance requirements, or restrictions on certain activities.
Technical Requirements: Revisions to the technical specifications for integrating affiliate links, tracking codes, or other promotional tools.
Legal and Compliance: Amendments to ensure compliance with new laws, regulations, or industry standards that impact the affiliate program.
Termination and Dispute Resolution: Changes to the procedures for termination, dispute resolution, or other contractual provisions.

In certain cases, STYLEFAV may apply modifications retroactively, particularly if the changes are required to comply with legal obligations or to correct errors in the original terms. Affiliates will be notified if any terms are applied retroactively and provided with guidance on how to comply.

Review of Terms
Affiliates are responsible for regularly reviewing the terms and conditions to ensure ongoing compliance. STYLEFAV recommends that affiliates check the affiliate portal periodically for any updates or changes that may have been implemented.

Affiliates should actively monitor communications from STYLEFAV, including emails and portal announcements, to stay informed about any modifications. Ignorance of changes does not exempt affiliates from complying with the updated terms.

If you have any concerns or questions about the modifications, STYLEFAV encourages you to consult with legal advisors to understand how the changes may impact your participation in the program.

Disputes Over Modifications
If you have any objections to the modifications, you must communicate them in writing to STYLEFAV within 5 days of receiving the notification. STYLEFAV will review your objections and determine whether any adjustments are necessary or if an exemption can be granted.

If you do not agree to the modified terms and wish to terminate your participation in the program, you may do so as outlined in the Termination section. Upon termination, you must cease all promotional activities related to STYLEFAV and remove any affiliate links and materials from your platforms.

Binding Nature of Terms
The terms and conditions, as modified, are binding on all affiliates. By continuing to participate in the STYLEFAV Affiliate Program, you acknowledge that you have read, understood, and agreed to be bound by the most current version of the terms.

STYLEFAV reserves the right to enforce the terms and conditions as modified and take any necessary action against affiliates who fail to comply, including suspension or termination of accounts, withholding of commissions, and legal action if required.

Governing Law and Jurisdiction

Applicable Law
This agreement, including any disputes related to its existence, validity, interpretation, performance, or termination, will be governed by and construed in accordance with the laws of the Province of Ontario, Canada. The applicable federal laws of Canada will also apply where relevant, without regard to conflicts of law principles that might otherwise apply the laws of another jurisdiction.

The terms and conditions outlined in this agreement will be interpreted and enforced in a manner consistent with the laws of Ontario. Any ambiguities or conflicts within the agreement will be resolved in accordance with Ontario law, ensuring that the intentions of both parties are honored as per Canadian legal standards.

Dispute Resolution
Any disputes, claims, or controversies arising out of or in connection with this agreement, including but not limited to issues related to the validity, interpretation, breach, or termination of the agreement, will be resolved exclusively through binding arbitration. Arbitration is intended to provide a faster and less formal resolution process than court litigation.

The arbitration will be conducted in Toronto, Ontario, under the rules and procedures established by the Arbitration Act, 1991 (Ontario). The parties agree that Toronto, Ontario, will be the sole and exclusive venue for any arbitration proceedings, and all arbitration sessions will be conducted in person or via remote conferencing tools as determined by the arbitrator.

The arbitration will be conducted by a single arbitrator mutually agreed upon by both parties. If the parties cannot agree on an arbitrator within 7 days, the arbitrator will be appointed in accordance with the rules of the Arbitration Act, 1991 (Ontario).

The arbitrator’s decision will be final, binding, and enforceable in any court of competent jurisdiction. The arbitrator will have the authority to award legal and equitable remedies, including damages, specific performance, and injunctive relief. The parties agree to abide by the arbitrator’s decision and waive any right to appeal the decision, except as permitted by Ontario law.

Unless otherwise determined by the arbitrator, each party will bear its own costs and expenses associated with the arbitration, including legal fees, and will equally share the fees and expenses of the arbitrator and any administrative costs related to the arbitration process.

Jurisdiction
For any legal actions or proceedings arising out of this agreement that are not subject to arbitration, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, located in Toronto. This includes any actions to enforce an arbitration award or to seek preliminary injunctive relief or other interim measures before arbitration is completed.

The parties agree not to challenge or dispute the jurisdiction of the Ontario courts or claim that Toronto is an inconvenient forum for any legal proceedings related to this agreement. Both parties consent to the personal jurisdiction of these courts and waive any right to assert that these courts lack jurisdiction over them.

The parties agree that service of process in any legal action or proceeding in the Ontario courts may be made by delivering a copy of the process to the other party at the address provided in this agreement or by any other method allowed by Ontario law. Such service will be deemed sufficient to establish jurisdiction over the party served.

Waiver of Class Actions
The parties agree that any disputes will be resolved on an individual basis and that neither party will seek to bring or participate in any class, collective, or representative action. This waiver applies to arbitration as well as any court proceedings.

If a court of competent jurisdiction or arbitrator finds that the waiver of class actions is unenforceable or void, the parties agree that any class, collective, or representative action will be resolved exclusively in court and not in arbitration. However, all other provisions of the arbitration agreement will remain enforceable.

Limitations Period
Any claims or causes of action arising out of or related to this agreement must be filed within 6 months after the cause of action accrues, regardless of any statute of limitations that might otherwise apply. Failure to file within this period will result in the claim being permanently barred.

Governing Law in Other Jurisdictions
If you are an affiliate operating outside of Canada, you acknowledge and agree that the laws of Ontario, Canada, will govern this agreement, and you waive any application of your local laws that might conflict with Ontario law.

Any judgment or arbitration award obtained under this agreement in Ontario courts or through arbitration in Toronto will be recognized and enforceable in your local jurisdiction, subject to the laws and regulations applicable in that jurisdiction.

Limitation of Liability

No Warranty
The STYLEFAV affiliate program is provided to you on an “as is” and “as available” basis. This means that STYLEFAV does not guarantee that the program will be uninterrupted, error-free, or meet your expectations or requirements.

STYLEFAV explicitly disclaims all warranties, whether express or implied, including but not limited to:

Implied Warranties of Merchantability: STYLEFAV does not warrant that the affiliate program or any related services will be suitable for your business needs, of merchantable quality, or fit for any particular purpose.
Fitness for a Particular Purpose: STYLEFAV makes no representations or warranties that the affiliate program will achieve specific outcomes, such as increased sales, traffic, or customer engagement, for your business.
Non-Infringement: STYLEFAV does not guarantee that your participation in the affiliate program or use of any promotional materials provided by STYLEFAV will not infringe upon the rights of third parties, including intellectual property rights.

While STYLEFAV may provide marketing materials, advice, or tools as part of the affiliate program, these are offered without any warranty of success. You acknowledge that your results may vary, and STYLEFAV is not responsible for your performance or the outcomes of your participation in the program.

Liability Cap
STYLEFAV’s total liability to you, whether arising in contract, tort (including negligence), strict liability, or any other legal theory, will not exceed the total amount of commissions paid to you under this agreement in the six-month period immediately preceding the event that gave rise to the claim.

STYLEFAV will not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to your participation in the affiliate program or this agreement. This includes, but is not limited to:

Lost Profits: STYLEFAV will not be liable for any loss of profits, business, goodwill, or anticipated savings that you may incur as a result of participating in the affiliate program.
Loss of Data or Reputation: STYLEFAV is not responsible for any loss of data, damage to your reputation, or other indirect consequences resulting from technical issues, operational failures, or any other circumstances related to the affiliate program.
Interruption of Service: Any losses resulting from service interruptions, downtime, or errors in tracking sales and commissions are also excluded from STYLEFAV’s liability.

To the fullest extent permitted by law, STYLEFAV excludes any and all liabilities that may arise under this agreement, except for those liabilities that cannot be excluded by law (e.g., liability for gross negligence, willful misconduct, or fraud).

Assumption of Risk
By participating in the STYLEFAV affiliate program, you acknowledge that you are assuming all risks associated with your participation. This includes risks related to technical issues, market fluctuations, changes in consumer behavior, and any other factors that may impact your ability to earn commissions.

You are responsible for making independent decisions regarding your participation in the affiliate program, including choosing promotional strategies, setting up your marketing channels, and managing your online presence. STYLEFAV is not responsible for any decisions you make based on information or materials provided through the program.

You agree that STYLEFAV is not liable for any actions taken by third parties, including customers, other affiliates, or service providers, that may negatively impact your participation in the program or your earnings.

Indemnification

Affiliate’s Indemnification Obligation
As an affiliate, you agree to indemnify, defend, and hold harmless STYLEFAV, its officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses, including but not limited to reasonable legal fees and court costs, that arise out of or relate to:

Breach of Agreement: Any breach of these terms and conditions by you, including but not limited to failure to comply with the provisions related to confidentiality, intellectual property, and affiliate obligations.
Participation in the Affiliate Program: Any actions or omissions related to your participation in the STYLEFAV affiliate program, including but not limited to your marketing activities, use of affiliate links, and interactions with consumers or third parties.
Violation of Law: Any violation of applicable laws, regulations, or guidelines by you, including but not limited to those related to advertising, consumer protection, data privacy, and intellectual property.
Third-Party Rights: Any claims made by third parties that your actions as an affiliate infringe upon their rights, including but not limited to intellectual property rights, privacy rights, or contractual rights.

Defense of Claims
Upon receiving notice of any claim or legal action for which indemnification is sought, STYLEFAV will promptly notify you and may, at its sole discretion, tender the defense of such claim to you. You agree to assume control of the defense, including the selection of legal counsel, and to bear all costs associated with the defense of the claim.

STYLEFAV agrees to reasonably cooperate with you in the defense of any claim, provided that you reimburse STYLEFAV for any reasonable out-of-pocket expenses incurred in providing such cooperation. This may include providing access to relevant documents, information, and personnel as necessary to assist in the defense.

You may not settle any claim or enter into any agreement that imposes any obligation or liability on STYLEFAV without STYLEFAV’s prior written consent, which will not be unreasonably withheld. STYLEFAV reserves the right to participate in the defense of any claim at its own expense and to approve any settlement that affects its rights or interests.

Costs and Expenses
You agree to pay all legal fees, court costs, and other expenses incurred by the Indemnified Parties in connection with the defense of any claim for which you are obligated to indemnify them under this agreement. This includes, but is not limited to, attorney fees, expert witness fees, and costs related to obtaining legal advice or representation.

If STYLEFAV incurs any costs or expenses in defending a claim that you are required to indemnify, you agree to reimburse STYLEFAV promptly upon demand. This includes any settlements or judgments paid by STYLEFAV on your behalf, as well as any legal fees and costs advanced by STYLEFAV.

Exclusions from Indemnification
STYLEFAV will not be entitled to indemnification for claims arising from its own gross negligence or willful misconduct. In such cases, STYLEFAV will be responsible for its own legal defense and any resulting liabilities.

If STYLEFAV independently engages in actions that give rise to a claim, such as unauthorized use of your intellectual property or violation of your rights, you will not be required to indemnify STYLEFAV for such claims. Each party is responsible for its own conduct and any resulting legal consequences.

Survival of Indemnification Obligations
Your indemnification obligations under this agreement will survive the termination of your participation in the STYLEFAV affiliate program. This means that even after you cease to be an affiliate, you will remain responsible for any claims, liabilities, or damages that arose during the term of the agreement or that are related to your actions as an affiliate.

The obligation to indemnify STYLEFAV applies to all claims, whether they arise during the term of this agreement or after its termination, provided they are related to your actions as an affiliate or any breach of this agreement.

Limitations on Indemnification
To qualify for indemnification, STYLEFAV must notify you of any claim within a reasonable period of time after becoming aware of the claim. Failure to provide timely notice may reduce your indemnification obligations if it prejudices your ability to defend the claim.

If multiple parties, including STYLEFAV, are responsible for the actions giving rise to a claim, your indemnification obligation will be limited to your proportionate share of liability. You will not be required to indemnify STYLEFAV for the actions or negligence of other parties.

Force Majeure

STYLEFAV shall not be held liable for any failure or delay in fulfilling its obligations under this agreement if such failure or delay is caused by or results from events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, governmental actions, changes in law, strikes, labor disputes, supply chain disruptions, or other events that prevent or hinder the performance of its duties under this agreement.

In the event of a force majeure occurrence, STYLEFAV will provide you with prompt notice, detailing the nature of the event and its expected duration. STYLEFAV will make reasonable efforts to resume performance as soon as practicable under the circumstances.

During the duration of a force majeure event, the obligations of STYLEFAV under this agreement shall be temporarily suspended. If the force majeure event continues for an extended period (7 days), either party may terminate this agreement by providing written notice to the other party.

Assignment and Transferability

This agreement and any rights or obligations hereunder may not be transferred, assigned, or sublicensed by you without the prior written consent of STYLEFAV. Any attempted assignment in violation of this section will be null and void.

This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Anti-Corruption and Bribery

Affiliates must comply with all applicable anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act (CFPOA) and any other relevant legislation in the regions where they operate. Affiliates must not offer, give, solicit, or accept any form of bribe or improper payment in connection with the promotion of STYLEFAV products.

Affiliates are required to report any violations or suspected violations of anti-corruption or anti-bribery laws to STYLEFAV immediately. Failure to comply with this section may result in immediate termination of the affiliate agreement and potential legal action.

Miscellaneous

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

Any amendments or modifications to this agreement must be made in writing and signed by both parties.

The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of that provision or the right to enforce it at a later time.

If any provision of this agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

The headings used in this agreement are for convenience only and shall not affect the interpretation of the agreement.