Independent Sales Affiliate Partner Agreement

1. Registration, Eligibility, and Account Approval

The Program is accessible to individuals (Influencers, Content Creators) and corporate entities (Street Shops, Luxury Resellers, Luxury Wholesalers). Enrollment is subject to the Company’s prior written approval. The Company reserves the absolute, sole, and unreviewable discretion to accept or reject any applicant for any reason or no reason at all, based on brand alignment, aesthetic standards, and the integrity of the luxury goods market.

2. Tracking, Cookie Lifespan, and Tiered Commission Structure

Referral tracking operates via digital cookies with a fixed lifespan of 360 days. Commissions are credited based on a “Last Click Wins” policy. The performance-based commission tier structure is calculated on the platform’s core baseline currency and scaled dynamically across multi-currency operations (USD, EUR, GBP, BRL):

• Rising Star: 5.0% Baseline Commission
• Silver Ambassador: 5.5% (Threshold: 25,000)
• Gold Ambassador: 6.0% (Threshold: 75,000)
• Platinum Ambassador: 6.5% (Threshold: 150,000)
• Elite Ambassador: 7.0% (Threshold: 300,000)
• Prestige Ambassador: 7.5% (Threshold: 500,000)
• Icon Ambassador: 8.0% (Threshold: 1,000,000)

3. Payment Channels, Verification, and 30-Day Clearance Window

All commission payouts are processed via Stripe or Direct Bank Wire Transfer. PayPal is not supported under any circumstances. To protect the e-commerce infrastructure against fraud, returns, chargebacks, and high-ticket consumer disputes inherent to the luxury sector, all commissions will be subject to a strict holding period and cleared for payout thirty (30) days after the Company has successfully received and settled the final payment from the end customer. Any returned or disputed orders will result in the immediate reversal of the associated commission.

4. Partner Tax Responsibility and Tax Documentation

The Partner is solely and exclusively responsible for the reporting, filing, and payment of all applicable federal, state, local, and foreign taxes arising from or related to any commissions earned under this Agreement. This includes, but is not limited to, income taxes, self-employment taxes (such as FICA/SECA in the United States), sales taxes, value-added taxes (VAT), or any other payroll and corporate levies.

The Company will pay gross commissions to the Partner and will not withhold any taxes from commission payouts unless strictly required by applicable statutory law. As a mandatory condition to receive any payouts:

• U.S. Partners must provide a completed IRS Form W-9. The Company will issue an IRS Form 1099-NEC for annual payouts exceeding $600.
• Non-U.S. Partners must provide a completed IRS Form W-8BEN or W-8BEN-E to certify non-U.S. tax status.
• Commercial entities must issue a valid invoice before payment processing.

The Partner agrees to indemnify and hold the Company harmless from any claims, penalties, interest, liabilities, or expenses incurred by the Company resulting from the Partner’s failure to report or pay its taxes properly.

5. Right of Withdrawal and Termination (At-Will)

Either party may withdraw from this Agreement and terminate the partnership at any time, with or without cause, immediately upon written notice to the other party (electronic notice via email is sufficient). Upon termination, any legally cleared commissions earned before the date of termination will be paid out in accordance with Section 3. In the event of termination due to a material breach of this Agreement or fraudulent behavior by the Partner, the Company reserves the right to withhold any pending, uncleared commissions permanently.

6. Independent Contractor Relationship

The Partner is an independent contractor, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Partner and the Company. The Partner has no authority to make or accept any offers or representations on behalf of the Company. The Partner shall not be entitled to any fringe benefits, health insurance, paid time off, or retirement plans provided by the Company to its internal corporate team members.

7. Strict Prohibition of Representation, Compliance Monitoring, and Immediate Cancellation

The Independent Sales Affiliate Partner has absolutely no permission, right, or authority to present themselves, directly or indirectly, as an employee, official agent, corporate representative, or team member of ELS Fashion TV or Eden STAR Communication LLC. The Partner acts entirely as a separate, autonomous entity. The scope of this Agreement grants the Partner solely the limited, non-exclusive, and revocable authorization to market, promote, and facilitate sales of the products available on the marketplace.

If an official or authorized representative of ELS Fashion TV detects, identifies, or reviews any violation regarding how the Independent Sales Affiliate represents their relationship with the brand (including, but not limited to, misleading social media bios, unauthorized press releases, or oral/written claims of holding an internal corporate role), such finding shall constitute a material breach of these Terms and Conditions. Consequently, this Agreement will be subject to immediate, automatic cancellation, resulting in the instant termination of the Partner’s account and the permanent forfeiture of all pending or accrued commissions.

8. Intellectual Property, Image Integrity, and Security Watermarks

All content, imagery, video materials, and product descriptions available on the Company’s marketplace are the exclusive intellectual property of the Company and its distributed luxury houses. It is strictly prohibited for the Partner to alter, crop, edit, manipulate, or modify product images or promotional assets in any manner.

To protect product authenticity and marketplace security, all product media assets are embedded with the official ELS Fashion TV security watermark. Any attempt to obscure, remove, alter, or replicate these watermarks, or to use product imagery outside of the strict parameters of the Program’s tracking links, will be treated as a severe material breach and copyright infringement, resulting in immediate termination and potential legal prosecution under Delaware law.

9. Regulatory & FTC Endorsement Compliance

The Partner must comply with all applicable local and international regulations, including the United States Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials. The Partner is strictly required to clearly and conspicuously disclose their financial relationship with the Company on any social media post, blog, or video where an affiliate link is utilized (e.g., using clear identifiers such as #Ad, #Sponsored, or #PaidPartner).

10. Limitation of Liability and Indemnification

The Company will not be liable for any indirect, special, incidental, or consequential damages (including loss of revenue, profits, or data) arising in connection with this Agreement, even if advised of the possibility of such damages. Further, the Company’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid to the Partner under this Agreement during the three (3) months preceding the event giving rise to liability. The Partner agrees to indemnify, defend, and hold harmless the Company from any claims, damages, liabilities, and expenses arising out of the Partner’s breach of this Agreement or misuse of intellectual property.

11. Governing Law, Dispute Resolution, and Jurisdiction

This Agreement shall be governed by, construed, and enforced exclusively in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising out of or relating to this Agreement must be instituted exclusively in the state or federal courts located in the State of Delaware. Both parties hereby irrevocably consent to the personal jurisdiction of such courts and waive any objection based on forum non conveniens.

12. Entire Agreement and Severability

This Agreement constitutes the entire agreement between the parties with respect to the Independent Sales Affiliate Partner Program and supersedes all prior or contemporaneous communications, agreements, representations, or understandings, whether oral or written. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect.

Privacy Notice & Data Processing

In strict compliance with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and relevant cross-border data protection frameworks, the Company informs you that:

1. Data Collection & Purpose: All data collected (Identity, Contact Info, Corporate Tax Details, Financial Accounts, Social Networks) is parsed solely to operationalize the Independent Sales Affiliate Partner Program, enforce anti-fraud security, and process financial payouts.
2. Legal Basis for Processing: The processing of personal parameters is required to execute the binding contract initiated upon your voluntary registration.
3. Data Retention & Audits: Data points are securely vaulted for the operational lifespan of the Partner account and structurally archived post-termination to satisfy corporate financial, tax, and anti-money laundering (AML) legal audits.
4. User Rights: Partners maintain international rights to access, amend, object to, or permanently demand the deletion of their personal operational profiles by addressing their requests to the Company’s data administration desk.