IMPORTANT INFORMATION
Please carefully read the following terms and conditions. Your FREE Independent Promoter Affiliate (IPA) Registration for use of TorontoFanClub.com Products and Services implies that you have read understood and fully accepted these terms and conditions.
TorontoFanClub.com Independent Promoter Agreement (IPA) Effective this 1st day of November, 2023.
Congratulations! You have taken the first step in your journey as an IPA™ Becoming an IPA means entering a legally binding business relationship with TorontoFanClub.com, LLC (hereinafter referred to as the “Company” or “TorontoFanClub.com”). The following documents, taken together, outline the terms, conditions, and legal responsibilities between the Company and the IPA or CIPA. TorontoFanClub.com Independent Promoter Affiliate (collectively the “Parties” or “Affiliate").
Becoming an Affiliate, which, when duly accepted and taken together with the Affiliate Terms and Conditions, and the Policies and Procedures, constitutes the entire agreement between the Parties.
Company and Affiliate Terms and Conditions:
A concise summary of the legal terms and conditions all Affiliates must agree to remain in good standing with the Company and to conduct their Affiliate business.
TorontoFanClub.com Compensation Program™:
The TorontoFanClub.com compensation plan details the requirements and benefits of the direct sales compensation structure for Affiliates, including how Commissions and Bonuses are calculated. Understanding the compensation plan is crucial to your success as an Affiliate and will become increasingly important as you grow your business.
Policies and Procedures: Outlines the “rules” for operating an Affiliate hereinafter referred to as business and governs the way an Affiliate conducts business with the Company, other Affiliates, and Customers.
Questions and Support: Please contact Company Support for any questions about the Affiliate Registration Form, the Affiliate Terms and Conditions, the Company Compensation Program.
Affiliate Terms and Conditions
1. I understand that as an IPA (an Affiliate):
a. I have the right to offer for sale Company products and services in accordance with the Affiliate Agreement and that this compensation program is designed under a direct selling program to businesses and consumers, and that this shall NOT in any way be construed as multi-level or network marketing.
b. I have the right to sell to other persons or businesses who choose to become an Affiliate under this Affiliate Compensation Program.
c. If qualified, I have the right to earn Commissions and Bonuses pursuant to the Company’s Compensation Program™.
d. I, as an Affiliate have the responsibility to demonstrate the Company’s products to client prospects. I must comply with all applicable laws and anti-spam laws, including without limitation Data Protection Laws, and I must make all tax or tax-related reports and remit all withholdings or other deductions as may be required by any applicable Law.
e. I must perform my obligations as an Affiliate with honesty and integrity.
f. I will not disparage TorontoFanClub.com, other Affiliate(s), the Company’s Compensation Program™, or TorontoFanClub.com products, owners, officers, employees, or other Affiliate(s), and I will maintain the confidentiality of certain information in accordance with the Policies and Procedures.
2. I agree to present the TorontoFanClub.com Compensation Program™ and the TorontoFanClub.com products and services only as set forth in official TorontoFanClub.com selling guide.
3. I agree that, as an Affiliate, I am an independent contractor and not an employee, agent, partner, legal representative, or franchisee of TorontoFanClub.com. I am not authorized to and will not incur any debt, expense, or obligation, or open any bank account, on behalf of, for, or in the name of TorontoFanClub.com and further agree that I will be solely responsible for paying all expenses incurred by me, including but not limited to travel, food, lodging, secretarial, office (if any), long-distance telephone, smart phone, business cards and computer hardware and data plans and other expenses.
I FULLY UNDERSTAND, AGREE AND ACCEPT THAT I AM NOT AND SHALL NOT BE TREATED AS AN EMPLOYEE OF TORONTOFANCLUB.COM FOR FEDERAL, STATE, PROVINCIAL, OR OTHER TAX PURPOSES, NOR FOR ANY OTHER PURPOSES PURSUANT TO ANY APPLICABLE LAWS OR REGULATIONS.
TorontoFanClub.com is not responsible for withholding and shall not withhold or deduct from my Bonuses and Commissions, if any, taxes of any kind.
4. I agree not to use, without TorontoFanClub.com prior written permission, the TorontoFanClub.com Marks in any advertising or on the Internet and Social Media (including but not limited to personal and business websites, emails, blogs, chatrooms, social networks, Facebook®, LinkedIn®, Twitter®, Google+™, Instagram™, Pinterest®, video sharing sites, YouTube™, and any other form of electronic communication) or literature other than Company-published material. I understand that the obligations in this paragraph survive the termination of this Agreement.
5. I agree not to delete, add, modify, tamper with, or alter any trademarks (including without limitation the TorontoFanClub.com Marks), logos, labels, material, or packaging for TorontoFanClub.com products or associated product literature. I authorize TorontoFanClub.com to perpetually use my name, image, likeness, photographs, and/or testimonials in TorontoFanClub.com advertising and promotional materials without payment or any other form of compensation.
Additionally, I consent to and authorize the use and reproduction by TorontoFanClub.com of any and all photographs or videos of me taken by or supplied to TorontoFanClub.com, and I further consent to the use and reproduction by TorontoFanClub.com of any photographs, videos, quotes, testimonials, stories, and conversations on any of my social networking media for any print or electronic publicity, marketing, or promotional purposes without payment or any other form of compensation.
I understand that my authorization and consent provided under this provision continues after termination of the Affiliate Agreement.
6. I understand that any personal data I provide to TorontoFanClub.com in connection with my enrollment as an Affiliate or with the operation of my Affiliate-ship, as well as any personal data of third parties collected or transferred as a result of my activity as an Affiliate, will be used by TorontoFanClub.com and its parent and affiliated companies, wherever located, in accordance with TorontoFanClub.com Privacy Policy, as such may be modified from time to time, and in particular, to establish and maintain an independent business relationship with me, including to create and maintain my Affiliate account, respond to my inquiries or those of TorontoFanClub.com customers, provide support, process orders, make Commission and Bonus payments, keep me informed of new products, promotional offers, services, and other relevant business issues and enhance my experience as an Affiliate.
Additionally, TorontoFanClub.com may share my personal data with third-party service providers, such as payment processors, consultants, and couriers, as part of a sale of assets, merger, acquisition, or other corporate restructuring, as necessary to protect the rights or property of TorontoFanClub.com or any third party, or otherwise as required by law or stated under TorontoFanClub.com Privacy Policy.
7. I understand that, as an Affiliate, I may have access to, collect, and use the personal data of Customers, Hosts, and other Affiliates, such as email addresses, social media account information, and shipping and billing addresses. I understand and agree that I am obligated to comply with TorontoFanClub.com Privacy Policy in my capacity as an IPA, and shall not use, share, transfer, or process personal data in contravention of any term of the Privacy Policy.
I also understand and agree that there are various Laws governing the protection and use of such personal data that I must comply with to the extent that I collect, store, or use such personal data, including without limitation:
(a) using appropriate security measures to protect my computer, mobile device, or other locations where such personal data is stored against unauthorized access to or use of such personal data and
(b) to the extent I collect such personal data from Customers, Hosts, or other Affiliates, providing adequate notice to such individuals regarding the intended uses for such personal data and obtaining their valid consents for such uses by me and TorontoFanClub.com.
I confirm that, to the extent I collect, store, use, or otherwise process such personal data, I will always comply with the requirements set forth in the Affiliate Agreement and all applicable Data Protection Laws (as defined herein). I further confirm that I will only use such personal data for the purposes authorized by such individuals at the time such personal data was collected.
I understand and agree that I SHALL NOT collect or maintain any sensitive or other unnecessary personal information, including but not limited to social security or other tax identification, credit, debit, or other payment card information, health or medical information.
In the event I become aware of any unauthorized access to or use of any such personal data, or should anyone whose information I have collected, stored, or used in my capacity as an Affiliate contact me wishing to access or modify their personal data, or with any complaints regarding the use of their personal data, I will notify TorontoFanClub.com as soon as reasonably possible (and in any event within twenty-four (24) hours of becoming aware) at privacy@TorontoFanClub.com
I understand and agree that I will fully cooperate with TorontoFanClub.com in any investigation into a personal data security incident, including but not exclusive to providing access to all IT systems, computers, or other devices on which I may store personal data or otherwise access the TorontoFanClub.com networks.
8. I authorize TorontoFanClub.com to publish my performance on leaderboards that publish the names and results for top performing Affiliates. Such authorization includes publication of my personal retail sales, recruiting results, and various reflections of team (or circle) sales. I also authorize TorontoFanClub.com to reference me and my approximate geographic location on the online IPA Map.
I understand that I may opt out of the Leaderboard and/or Affiliate Map authorization by submitting written notice to the support team at: team@TorontoFanClub.com
9. I have carefully read and agree to comply with the TorontoFanClub.com Compensation Program™ and the Policies and Procedures, both of which are incorporated into these Affiliate Terms and Conditions, and, together, all these documents, including the Affiliate Registration Form, make up the Affiliate Agreement.
I understand that I must be in good standing and not in violation of the Affiliate Agreement to be eligible for Bonuses or Commissions from TorontoFanClub.com. I understand that the Affiliate Agreement may be amended from time to time at the sole discretion of TorontoFanClub.com, and I agree that any such amendment will apply to me.
I understand that any amendments shall become effective thirty (30) days after publication but amended policies shall not be applied retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my Affiliate business or my acceptance of any Bonuses or Commissions after the effective date of any amendment shall constitute my acceptance of any and all amendments.
10. I understand that the term of the IPA Affiliate Agreement is for one (1) year unless otherwise agreed by both parties (subject to prior Cancellation pursuant to the Policies and Procedures) and is thereafter subject to renewal upon agreement by me and TorontoFanClub.com.
If either Party elects not to renew the Affiliate Agreement, or if the Affiliate Agreement is canceled or terminated for any reason, I understand that I will: (a) permanently lose all rights as an Affiliate, (b) no longer be eligible to sell TorontoFanClub.com products and services, and (c) no longer be eligible to receive Bonuses, Commissions, or other income resulting from the activities of my former Affiliate association.
In the event of Cancellation, termination, or nonrenewal, I waive all rights I have, including but not limited to: (i) property rights, (ii) access to my former clients, and (iii) any Bonuses, Commissions, Affiliate Benefits, or other remuneration derived through the sales and other activities of my former clients. I understand that TorontoFanClub.com reserves the right to terminate all Affiliate Agreements for any reason, with or without cause, upon thirty (30) days’ prior notice.
I may cancel the Affiliate Agreement at any time, for any reason, upon written notice to TorontoFanClub.com support. Upon termination of the Affiliate Agreement for any reason.
11. I may not assign any rights or delegate my duties under the Affiliate Agreement without the prior written consent of TorontoFanClub.com. Any attempt to transfer or assign the Affiliate Agreement without the express written consent of TorontoFanClub.com renders the Affiliate Agreement voidable at the option of TorontoFanClub.com and may result in termination of my business.
12. I understand that, if I fail to comply with the terms of the Affiliate Agreement, TorontoFanClub.com may, in its sole and absolute discretion, impose upon me any disciplinary action(s) as set forth in the Policies and Procedures. If I am in breach, default, or violation of the Affiliate Agreement at termination, I shall not be entitled to receive any further Bonuses or Commissions, or any Bonuses or Commissions for which payment is pending, whether or not the sales for such Bonuses or Commissions have been completed.
I agree that TorontoFanClub.com may deduct, withhold, set-off, or charge to any form of payment I have previously authorized any amounts I owe or am indebted to TorontoFanClub.com.
13. TorontoFanClub.com and its Associates, company employees and partners shall not be liable for, and I release TorontoFanClub.com and employees, its Associates, partners from, all claims for consequential and exemplary damages, regardless of the type of claim and regardless of whether TorontoFanClub.com or its Associates, company employees and partners have been advised of the possibility of such damages, in connection with any claim or cause of action relating to the Affiliate Agreement.
I further agree to release and hold harmless TorontoFanClub.com, its Associates, company employees and partners from all costs, claims, losses, damages, liabilities, and expenses (including legal expenses and court costs) arising from or relating to the promotion or operation of my TorontoFanClub.com business and any related activities, including but not limited to:
(a) the promotion of TorontoFanClub.com™ products,
(b) any breach of the Data Protection Laws (as defined herein);
(c) any compensation and marketing plan,
(d) the operation of a motor vehicle, or
(e) the lease of meeting or training facilities. I agree to indemnify TorontoFanClub.com and its Associates, company employees and partners for any liability, damages, fines, penalties, or other awards, including but not limited to reasonable attorneys’ fees and court costs, arising from any unauthorized conduct that I undertake in operating my Independent TorontoFanClub.com business.
14. The Affiliate Agreement, in its current form and as it may be amended by TorontoFanClub.com from time to time in its sole and absolute discretion, constitutes the entire contract between me and TorontoFanClub.com. Any promises, representations, offers, or other communications not expressly set forth in the Affiliate Agreement are of no force or effect.
15. Any waiver by TorontoFanClub.com of any breach of the Affiliate Agreement must be in writing and signed by an authorized representative of TorontoFanClub.com. Waiver by any breach of the Affiliate Agreement shall not operate or be construed as a waiver of any subsequent breach.
16. If any provision of the Affiliate Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Affiliate Agreement will remain in full force and effect.
17. The Affiliate Agreement will be governed by and construed in accordance with the Laws of the Province of Ontario, Canada without regard to conflict of laws principles. In the event of a dispute between me and TorontoFanClub.com arising from or relating to the Affiliate Agreement or the rights and obligations of either Party, the dispute shall be settled totally and finally by arbitration as more fully described below.
TorontoFanClub.com shall not be obligated to engage in arbitration as a prerequisite to disciplinary action against an Affiliate.
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. BY ELECTING ARBITRATION, TORONTOFANCLUB.COM AND I AGREE THAT DISPUTES MUST BE RESOLVED THROUGH BINDING ARBITRATION AND WAIVE THE RIGHT TO HAVE DISPUTES HEARD IN COURT AS DESCRIBED BELOW. THIS ITEM 17 IS REFERRED TO AS THE PARTIES’ “ARBITRATION AGREEMENT.”
Arbitration is a method of resolving claims, disputes, and other controversies without filing a lawsuit. By agreeing to arbitrate, the right to go to court is waived, and instead disputes are referred to an arbitrator for final and binding resolution. TorontoFanClub.com and I agree that this Affiliate Agreement affects provincial and national commerce and that the Federal Arbitration Act (“FAA”) of Canada applies.
Class Action Waiver: TorontoFanClub.com and I agree to waive any right to bring a class action, participate in a class action, or proceed on a class basis. In the event this class action waiver is declared to be unenforceable for any reason, the entire Arbitration Agreement shall be declared null and void (but the remainder of the Affiliate Agreement shall remain in effect).
Scope: TorontoFanClub.com and I agree to arbitrate any and all disputes between each other, including but not limited to legal claims, equitable claims, and any dispute arising out of, concerning, or relating in any way to TorontoFanClub.com products, the Affiliate Agreement, and relationships with other Federal Arbitration Acts.
Notwithstanding the foregoing, any Party may apply to a court of competent jurisdiction in Toronto, Ontario, Canada, or in any other jurisdiction as necessary, to:
(i) seek a temporary restraining order, preliminary injunction, or other injunctive relief before, during the pendency of, or after a decision in any arbitration award or order
(a) to protect the Party’s confidential, private, trade secret, or proprietary information or
(b) to enforce any non-competition, non-solicitation, or non-disparagement provision or agreement; or
(ii) enforce an arbitration award or the injunctive relief granted by an arbitrator.
Applicable Law and Rules: The interpretation and enforcement of this Arbitration Agreement shall be governed by the FAA. Subject to the class action waiver and specific procedures described below, any arbitration shall be administered by the FAA, and the arbitration shall be commenced and proceed pursuant to its Commercial Arbitration Rules, except as modified herein.
Arbitrator Award: The arbitrator shall issue a written award in accordance with the Commercial Arbitration Rules.
The award shall be limited to deciding the obligations and rights in the specific dispute between the Parties. The arbitrator may impose equitable relief against a Party only if sought by the other Party. Judgment upon the award rendered by the arbitrator may be entered in a Province of Ontario Court for the and that judgment shall be final and non-appealable.
Severability: Except for the class action waiver set forth above, if any provision in this Arbitration Agreement is declared to be unenforceable for any reason, the remainder shall remain in effect.
Fees: The Parties will each bear their own costs and expenses and an equal share of the (i) cost of the arbitrator and (ii) administrative fees of arbitration.
Location: Arbitration shall take place in the Province of Ontario Court.
Confidentiality: Except as may be required by law, neither the Parties nor the arbitrator may disclose sensitive, confidential, or proprietary information obtained in connection with the arbitration. The arbitrator shall be authorized to issue protective orders relating to the disclosure of such information.
18. Governing Law, Jurisdiction, and Venue: The Laws of Province of Ontario Court shall govern all other matters relating to or arising from the Affiliate Agreement. Jurisdiction and venue of any matter not subject to arbitration shall reside in the Province of Ontario Court.
19. I hereby waive all claims barred by any other applicable statute of limitations.
20. I understand that for Affiliates domiciled in an international market that is currently served on a “not for resale” basis, the Affiliate Agreement may be materially changed or replaced when such market is opened for resale or if and when TorontoFanClub.com status is legally changed in relation to such market.
