1. Introduction and Acceptance of Terms
These Terms of Service (the "Terms") govern your ("Merchant," "you," or "your") access to and use of the Rezfiliate platform, website, and related services (collectively, the "Service") provided by Rezfiliate Inc., a federally incorporated corporation in Canada with its registered office at 271 Grey Silo Rd, Waterloo, ON N2K 0E9 (the "Company," "we," "us," or "our").
By creating an account, accessing, or using the Service, you agree to be bound by these Terms and all policies incorporated herein by reference. If you do not agree to these Terms, you must not use the Service.
These Terms primarily govern Merchant accounts. An Affiliate's use of the Service is also governed by the Affiliate Program Agreement, the any Merchant program terms or settings presented to an Affiliate, the Privacy Policy, Cookie Policy, and Acceptable Use Policy. The Affiliate Program Agreement states the document hierarchy for Affiliate participation; these Terms control on Rezfiliate's platform role, payment-provider allocation, liability, disputes, and other matters expressly assigned to these Terms.
Business Use: The Service is primarily intended for Merchants and other business users acting in the course of business. If you use the Service in a consumer capacity, mandatory consumer protection rights applicable to you are not excluded or limited by these Terms.
Free Subscription: We offer a free subscription plan with limited capabilities. The free plan is subject to these same Terms, unless otherwise explicitly stated.
2. Account Registration and Eligibility
To use the Service, you must register for an account and provide accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
By registering, you represent and warrant that you have the legal capacity and authority to enter into these Terms, including, if you are acting on behalf of a business, that you are authorized to bind that business.
Authorized Users: If you permit employees, contractors, agencies, or other persons to access your account ("Authorized Users"), you are responsible for their acts and omissions in connection with the Service and for ensuring that they comply with these Terms.
No Independent Verification: Rezfiliate does not currently independently verify Merchant or Affiliate identity, tax status (including W-8, W-9, or T4A forms), or sanctions status. Authentication through Google, Facebook, GitHub, email, or similar providers does not constitute identity verification or tax verification. Merchants and Affiliates are responsible for their own tax, reporting, sanctions, and legal compliance. Rezfiliate may implement additional verification, tax documentation, sanctions screening, or related compliance procedures if required by applicable law, payment provider requirements, or our legal or compliance assessment.
3. Subscriptions, Fees, and Billing
Pricing & Billing Cycles: Rezfiliate offers both monthly and annual subscription plans at a flat SaaS fee (with annual plans billed upfront for the full year). The applicable fees will be communicated to you before you subscribe and may change in accordance with Section 14.
Payment Methods: You authorize us to charge the payment method you provide on file for subscription fees and for other amounts expressly permitted under these Terms, including amounts required to fund affiliate commissions and recover amounts allocated to you under Section 4.
Recurring Charges: You authorize Rezfiliate and its payment processors to initiate recurring charges to your saved payment method where necessary to collect subscription fees, commission-funding amounts, or other amounts properly due under these Terms. We may retry failed payments using commercially reasonable methods and may suspend the applicable Service where payment remains outstanding.
Cancellation: You may cancel your subscription at any time through your dashboard. Unless otherwise required by law or expressly provided in our Refund Policy, no refunds will be provided for unused portions of a current billing period. Your subscription will terminate at the end of the current billing period, and no further subscription fees will be charged after termination, except for amounts already incurred or otherwise due under these Terms.
Free Plan: We offer a free subscription plan with limited capabilities, subject to these Terms. We reserve the right to modify, restrict, suspend, or discontinue the free plan at any time.
4. Affiliate Commissions, Funding, Transfers, Refunds, and Recovery
Merchant-Funded Affiliate Payments: Rezfiliate uses Stripe Connect to facilitate affiliate commission payments. Affiliate commissions are funded separately from transactions between the Merchant and the Merchant's customers.
Commission Collection and Transfer Flow: When commissions become payable, Rezfiliate may create a Stripe PaymentIntent charging the Merchant's saved payment method for the amount required to fund such commissions and related amounts properly allocated to the Merchant. After the applicable payment succeeds and the funds are available to Rezfiliate, Rezfiliate may create one or more Stripe transfers to the applicable Affiliate's Stripe Express connected account.
The typical funding flow is: Merchant saved payment method → Rezfiliate Stripe account → Affiliate Stripe Express connected account.
Platform Payment Risk: The commission-funding charge is made on Rezfiliate's Stripe platform account rather than through a Merchant's customer checkout. Stripe may therefore debit Rezfiliate's platform balance for Stripe fees, refunds, disputes, chargebacks, or other negative transactions associated with that charge. Rezfiliate may seek reimbursement from the Merchant and may use available transfer reversal or other recovery mechanisms, subject to Stripe's rules and applicable law.
No Guaranteed Transfer Timing: A successful Merchant payment does not guarantee that an Affiliate transfer will occur immediately. Transfers may be delayed, withheld, reduced, reversed, or declined because of fraud controls, account restrictions, Stripe requirements, insufficient available funds, payment disputes, technical failures, compliance reviews, or other circumstances.
Failed Merchant Charges: If a commission-funding or other authorized charge to your saved payment method fails, we may notify you and provide a period for you to resolve the failed payment. The fourteen (14) day period described below is a standard initial payment-recovery period and does not prevent us from extending that period, retrying the payment, or taking other reasonable collection or suspension measures.
Grace Period for Failed Charges: If a charge to your saved payment method fails, we will generally provide you with fourteen (14) calendar days from the date of the failed charge to resolve the issue and provide a valid payment method. We may, at our discretion, extend this period to up to ninety (90) calendar days with appropriate warnings and payment reminders.
Suspension: If an outstanding charge is not resolved within the applicable recovery period, we reserve the right to suspend the applicable affiliate program or portions of the Service. During suspension, new referrals may cease to be tracked or attributed, Affiliate payouts may be paused, and the dashboard may remain accessible for administrative purposes.
Reactivation: If you pay the outstanding balance during a suspension period, we may restore the affected Service. Restoration does not require us to retroactively recreate tracking, attribution, or payout events that did not occur while the program was suspended.
Post-Suspension Termination: If amounts remain unpaid following suspension, we may permanently terminate your account or affiliate program. Termination does not eliminate amounts that accrued before termination.
Affiliate Transfer Reversals and Recovery: Where an Affiliate has received a commission that must be recovered because of a qualifying refund, chargeback, dispute, fraud event, duplicate payment, calculation error, or other valid adjustment, Rezfiliate may reverse all or part of the applicable Stripe transfer, subject to Stripe's available functionality and account configuration. External account debits are disabled for Affiliate connected accounts, so recovery is limited to amounts available in the Affiliate's Stripe Express connected account and, to the extent supported by Stripe, future funds credited to that account. Rezfiliate does not intend to debit an Affiliate's external bank account, card, or other external payment method to recover such amounts.
No External Account Debits: Rezfiliate has configured its Stripe Connect integration so that external account debits are disabled for Affiliate connected accounts. Accordingly, Rezfiliate does not intend to, and these Terms do not authorize Rezfiliate to, debit an Affiliate's external bank account, card, or other external payment method to recover a commission, refund, chargeback, negative balance, or other amount. Recovery is limited to amounts available in the Affiliate's Stripe Express connected account and, to the extent supported by Stripe, future funds credited to that account. If the available balance is insufficient, recovery may be delayed until sufficient funds become available, and Rezfiliate does not guarantee that recovery will ever occur.
Recovery Before Merchant Refund: Where a qualifying refund or credit to the Merchant is dependent on recovery of funds previously transferred to an Affiliate, Rezfiliate will not initiate or complete the corresponding Merchant refund until the applicable amount has been successfully recovered from the Affiliate's Stripe Express balance or future available funds, or the applicable transfer reversal has otherwise been successfully completed, except where Rezfiliate is required to act differently by applicable law, Stripe, or another payment processor. Because external account debits are disabled, this may require waiting until the Affiliate's Stripe Express account has sufficient available funds, and Rezfiliate does not guarantee when or whether that will occur.
Recorded Recovery Events: If Rezfiliate cannot immediately recover the applicable amount from an Affiliate, the refund, reversal, recovery attempt, and amount outstanding may remain recorded in Rezfiliate's systems as an unresolved financial event. The existence of such a record does not mean that funds have been successfully recovered or that a Merchant refund has been completed.
Insufficient Affiliate Balance: If an Affiliate's Stripe Express balance is insufficient to satisfy a permitted transfer reversal, the connected account may have a negative balance, and Stripe may attempt to recover the negative balance from future funds credited to the connected account or otherwise administer the balance in accordance with Stripe's applicable rules and account configuration. External account debits are disabled, so Rezfiliate does not intend to recover such amounts by debiting the Affiliate's external bank account, card, or other external payment method. Recovery may therefore be delayed until sufficient funds become available, and may never occur.
No Guaranteed Recovery: Rezfiliate does not guarantee that a transfer reversal, Affiliate balance debit, future-funds recovery, or other recovery attempt will succeed. External account debits are disabled, so recovery generally depends on the Affiliate's available or future Stripe Express balance and Stripe's applicable rules and account configuration. If the Affiliate never has sufficient funds, Rezfiliate may be unable to recover the amount, and the amount may remain outstanding or recorded as an unresolved financial event. The actual allocation of negative-balance responsibility may depend on Stripe's account configuration, connected-account configuration, applicable payment rules, and applicable law.
Merchant Responsibility for Allocated Amounts: To the maximum extent permitted by law, the Merchant remains responsible for amounts properly allocated to the Merchant under these Terms, including validly accrued Affiliate commissions and amounts arising from refunds, chargebacks, disputes, fraud, errors, or other Merchant-related events. Where Rezfiliate incurs an amount that these Terms allocate to the Merchant, Rezfiliate may seek reimbursement from the Merchant, including by charging an authorized payment method, subject to applicable law and payment-processor rules.
No Automatic Forfeiture of Valid Accrued Commissions: Termination does not relieve the Merchant of the obligation to pay commissions that were validly accrued by Affiliates before termination, except to the extent a commission is lawfully reversed, invalidated, or otherwise adjusted because of a refund, chargeback, fraud, unlawful conduct, policy violation, or other valid adjustment under the applicable Affiliate Agreement and applicable law. Rezfiliate does not assume financial responsibility for a Merchant's unpaid accrued commissions solely because the Merchant's account or affiliate program has been terminated.
5. No Financial Guarantee or Revenue Guarantee
No Financial Guarantee: Rezfiliate provides software and related infrastructure for affiliate-program management, tracking, attribution, commission calculation, and payout facilitation. Rezfiliate does not guarantee any particular sales, conversions, referrals, revenue, profit, commission amounts, return on investment, affiliate performance, or business result.
No Payout or Recovery Guarantee: Rezfiliate does not guarantee that any Affiliate will receive a particular payout amount or payout on a particular date, or that funds paid to an Affiliate will be recoverable following a refund, chargeback, dispute, fraud event, transfer reversal, negative balance, account closure, payment processor restriction, or other event. Because external account debits are disabled, if an Affiliate's Stripe Express balance is insufficient, Rezfiliate does not guarantee that funds can be recovered from the Affiliate's external bank account or other external payment method.
No Fraud Prevention Guarantee: Rezfiliate may use technical, analytical, and operational controls to identify suspicious activity, but does not guarantee that fraud, abuse, fake referrals, click fraud, fraudulent conversions, chargeback fraud, or other improper activity will be detected or prevented.
No Legal, Tax, or Financial Advice: The Service is software and does not constitute legal, tax, accounting, investment, financial, regulatory, advertising, or other professional advice. You are responsible for obtaining appropriate professional advice for your business and activities.
6. Account Suspension and Termination
Scheduled Account Deletion: You may schedule your account for deletion at any time via your dashboard. Upon scheduling deletion, your account and associated data will be flagged for removal in accordance with our Privacy Policy and applicable retention practices.
The payment-recovery periods described in Section 4 are not general account-inactivity deletion rules. We do not delete accounts merely because you have not logged in for a specified number of days.
Immediate Termination for Cause: We may suspend or terminate your account immediately and without prior notice where reasonably necessary to:
- enforce our Acceptable Use Policy;
- respond to fraud, abuse, security, or payment risk;
- comply with applicable law, court orders, or regulatory requirements;
- respond to a material breach of these Terms;
- protect the Service, other users, payment providers, or third parties; or
- respond to an actual or suspected unlawful activity.
Consequences of Termination: Upon termination, access to the Service may cease immediately. Affiliate programs associated with the account may be suspended or permanently terminated. Valid accrued commissions remain the Merchant's responsibility to the extent required under these Terms and the applicable Affiliate Agreement.
We may retain information after termination where necessary for legal, tax, accounting, fraud-prevention, dispute-resolution, security, payment-processing, or other legitimate purposes described in our Privacy Policy and applicable retention practices.
7. Service Availability and No Uptime Guarantee
Rezfiliate will use commercially reasonable efforts to maintain the availability of the Service, but the Service is not guaranteed to be uninterrupted, error-free, or continuously available.
The Service may be unavailable or degraded because of maintenance, upgrades, outages, infrastructure failures, internet or network conditions, security incidents, third-party services, payment processor issues, integration failures, government actions, or other circumstances outside our reasonable control.
No Guaranteed Uptime: Unless a separate written service-level agreement applies to your account, Rezfiliate does not provide a guaranteed uptime percentage or automatic service credit based solely on downtime.
8. Tracking, Attribution, and Reporting
Tracking Is Not Guaranteed to Be 100% Accurate: Affiliate tracking, attribution, conversion reporting, and related analytics may not be perfectly accurate in every circumstance. Rezfiliate does not guarantee that every referral, click, customer, conversion, sale, subscription, renewal, refund, or commission will be recorded, attributed, or reported correctly.
Tracking may be affected by factors outside Rezfiliate's control, including browser settings, cookie deletion or blocking, browser privacy features, ad blockers, device restrictions, network interruptions, domain configuration, JavaScript failures, merchant implementation, incorrect integration configuration, third-party API changes, payment processor events, delayed webhooks, duplicate events, missing events, and other technical or operational conditions.
Merchant Configuration: Merchant is responsible for properly installing, configuring, testing, and maintaining required tracking scripts, integrations, webhooks, domain records, API credentials, referral parameters, discount codes, and other technical configuration necessary for the Service to operate as intended.
Rezfiliate may use reasonable technical and analytical methods to detect duplicates, fraud, attribution conflicts, or other anomalies. Such methods may produce false positives or false negatives, and Rezfiliate does not guarantee that all fraudulent or erroneous events will be detected.
Reporting: Reports, dashboards, analytics, and financial calculations are provided for informational and operational purposes. Merchant remains responsible for independently verifying amounts where necessary for accounting, taxation, financial reporting, or other legal purposes.
9. Third-Party Services and Integrations
The Service may integrate with, depend upon, or interoperate with third-party products and services, including payment processors, ecommerce platforms, authentication providers, hosting providers, cloud infrastructure, analytics providers, communication providers, and other third-party systems.
Third-Party Control: Rezfiliate does not control third-party services and is not responsible for their availability, security, performance, accuracy, policies, terms, actions, omissions, or changes.
Third-party services may modify, suspend, restrict, discontinue, or materially change their APIs, integrations, pricing, policies, requirements, functionality, or availability at any time. These changes may result in delays, failures, reduced functionality, lost tracking events, delayed payments, failed transfers, or other effects on the Service.
Your use of a third-party service may also be subject to separate terms, privacy policies, account requirements, fees, or contractual relationships between you and that third party. You are responsible for maintaining any required third-party accounts and complying with applicable third-party terms.
Payment Processors: Payment and payout services may be provided by Stripe or other payment providers. Rezfiliate does not guarantee that a payment or payout provider will approve, process, settle, reverse, or recover a transaction or transfer, or that a provider will continue to support a particular product, integration, account configuration, country, currency, or payment method.
If a third-party provider restricts or terminates Rezfiliate's access to a required service, Rezfiliate may suspend the affected functionality, transition to an alternative provider where reasonably available, or terminate affected functionality or accounts where necessary.
10. Intellectual Property and Acceptable Use
Rezfiliate Intellectual Property
Rezfiliate retains all right, title, and interest in and to the Service, including its software, source code, infrastructure, user interfaces, designs, trademarks, documentation, and other proprietary materials, excluding content and data provided by Merchants and Affiliates.
You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes and in accordance with these Terms.
Customer Content and Trademarks
You retain all right, title, and interest in and to the trademarks, trade names, logos, images, text, and other content that you provide to Rezfiliate or upload to the Service (“Customer Content”).
You grant Rezfiliate a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, modify solely for technical formatting or presentation purposes, and otherwise use Customer Content solely as necessary to provide, maintain, operate, support, secure, and improve the Service, including displaying your trademarks, logos, and other branding on your affiliate program pages and within your Rezfiliate account.
This license will continue for as long as the Customer Content is used in connection with the Service and for a reasonable period thereafter as necessary for backups, archival purposes, or legal and security obligations.
You represent and warrant that you have all rights, permissions, and authorizations necessary for Rezfiliate to use the Customer Content as permitted by these Terms, and that such use will not infringe or misappropriate any third-party intellectual property or other rights.
Rezfiliate does not acquire any ownership rights in Customer Content. Except for the limited rights expressly granted under these Terms, all rights in Customer Content remain with you.
Acceptable Use
Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference.
11. Affiliate Programs and Merchant-Affiliate Relationship
The Affiliate Agreement and any Merchant program terms or settings do not make Rezfiliate a party to the Merchant-Affiliate sale or promise that a Merchant will fund commissions. If those documents conflict, the more specific provision controls for the subject it addresses, while these Terms control on Rezfiliate's liability, disputes, account, and payment-provider role.
The Service enables Merchants to create and manage affiliate programs. The commercial relationship between each Merchant and its Affiliates is governed by the applicable Affiliate Agreement, which is incorporated by reference into these Terms.
Independent Relationship: Rezfiliate is not a party to the underlying sale of a Merchant's goods or services and is not the employer, partner, joint venturer, fiduciary, agent, broker, or representative of the Merchant or any Affiliate solely because the Service is used.
Rezfiliate does not supervise, direct, control, endorse, or guarantee Affiliates or their conduct and does not guarantee that an Affiliate's activities comply with applicable advertising, consumer-protection, intellectual-property, privacy, disclosure, or other laws.
Merchant Responsibility: Merchant is responsible for its products and services, its affiliate-program terms, commission rules, marketing claims, Affiliate relationships, discount codes, promotions, consumer obligations, tax obligations, and compliance with applicable laws.
Merchant termination does not relieve the Merchant of its obligation to pay validly accrued commissions to Affiliates, subject to applicable law and the applicable Affiliate Agreement.
12. Refunds
All subscription fees are non-refundable except as expressly set out in our Refund Policyor as required by applicable law.
Refunds related to affiliate commissions, reversals, chargebacks, or other transactions are subject to Section 4 and the applicable payment processor's rules. A requested refund may remain pending until required funds have been successfully recovered from the Affiliate's Stripe Express balance or future available funds, or the applicable payment event has otherwise been resolved. Because external account debits are disabled, if the Affiliate's Stripe Express balance is insufficient, the refund may be delayed until sufficient funds become available, and Rezfiliate does not guarantee that recovery or refund will occur.
13. Data Protection and Privacy
Our Privacy Policy, Data Processing Agreement, and Cookie Policy describe how we process personal information and use cookies and similar technologies.
To the extent applicable law requires different roles or obligations depending on the processing activity, the legal roles of Rezfiliate and the Merchant may vary by processing activity, jurisdiction, and applicable law.
All incorporated privacy and data-processing policies form part of these Terms to the extent applicable to the relevant Service.
14. Changes to These Terms
We may modify or update these Terms from time to time. We may notify you by posting updated Terms on the Service, sending an email, or using another reasonable communication method.
Minor Changes: Non-material changes may become effective upon posting or on the effective date stated in the updated Terms.
Material Changes: For material changes that significantly affect your rights or obligations, we will generally provide reasonable advance notice. Continued use of the Service after the effective date constitutes acceptance of the revised Terms to the extent permitted by applicable law. If you do not agree to a material change, you may stop using the affected Service and, where applicable, cancel your subscription before the effective date.
Nothing in this Section limits any notice or consent rights that cannot lawfully be excluded under applicable law.
15. Confidentiality
Each party may receive non-public information from the other party in connection with the Service ("Confidential Information"). Each party agrees to use reasonable care to protect the other party's Confidential Information and to use it only as necessary to perform its rights and obligations under these Terms.
Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was lawfully known before disclosure, is independently developed without use of the disclosed information, or is lawfully received from a third party without a confidentiality obligation.
A party may disclose Confidential Information where required by law, court order, regulatory authority, or legal process, provided that, where legally permitted, reasonable notice is provided to the other party.
16. Limitation of Liability and Indemnification
Exclusion of Certain Damages: Subject to the Carve-Outs from Limitations below, to the maximum extent permitted by applicable law, Rezfiliate Inc., its directors, officers, employees, contractors, affiliates, licensors, and agents will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business opportunity, anticipated savings, goodwill, reputation, data, or business interruption, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.
This exclusion includes, without limitation, losses arising from failed or inaccurate tracking, attribution errors, missed conversions, incorrect commission calculations, failed transfers, delayed payouts, failed payment attempts, refunds, chargebacks, fraud, payment processor restrictions, third-party service failures, integration failures, data loss, account suspension, or Service interruption, except to the extent such exclusion is prohibited by applicable law.
Aggregate Liability Cap: Subject to the Carve-Outs from Limitations below, to the maximum extent permitted by applicable law, the total aggregate liability of Rezfiliate Inc. and its directors, officers, employees, contractors, affiliates, licensors, and agents for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, negligence, statute, or otherwise, will not exceed the greater of: (a) the total fees actually paid by you to Rezfiliate for the Service during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) CAD $1,000.
Carve-Outs from Limitations: Notwithstanding any other provision of this Section 16, the exclusions and limitations in this Section 16 shall not apply to, and Rezfiliate shall have no liability limitation for, any liability arising from:
- gross negligence, willful misconduct, or fraud on the part of Rezfiliate Inc.;
- breach by Rezfiliate of its confidentiality obligations under Section 15; or
- infringement or misappropriation by Rezfiliate of the intellectual property rights of a third party.
Application of Cap: Subject to the Carve-Outs from Limitations above, the exclusions and limitations in this Section apply regardless of whether a remedy fails of its essential purpose and to the maximum extent permitted by applicable law. Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for death or personal injury caused by negligence of Rezfiliate, or for any other matter that applicable law prohibits from being waived.
Merchant Indemnification: You agree to defend, indemnify, and hold harmless Rezfiliate Inc. and its directors, officers, employees, contractors, affiliates, licensors, and agents from and against claims, demands, actions, proceedings, damages, liabilities, losses, penalties, costs, and reasonable legal expenses arising out of or relating to:
- your use of the Service or your affiliate program;
- your products, services, website, offers, promotions, or marketing activities;
- your breach of these Terms or any incorporated policy;
- your violation of applicable law or third-party rights;
- claims by your customers, Affiliates, employees, contractors, or other business partners;
- Affiliate activity conducted in connection with your affiliate program, except to the extent caused by breach by Rezfiliate of applicable law;
- your failure to properly configure or maintain integrations, scripts, webhooks, domains, or other technical components;
- chargebacks, refunds, fraud, disputes, or payment losses allocated to you under these Terms;
- amounts or liabilities incurred by Rezfiliate that are properly allocated to you under these Terms; and
- your infringement or alleged infringement of any third-party intellectual property, privacy, publicity, or other rights.
An indemnified party will provide reasonable notice of a claim, except that failure to provide prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay.
17. Dispute Resolution
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.
Mandatory Arbitration: To the maximum extent permitted by applicable law, and except for disputes that qualify for small claims court or matters that cannot lawfully be subject to arbitration, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the ADR Institute of Canada or another mutually agreed arbitration body in Toronto, Ontario, in English, before a single arbitrator.
30-Day Arbitration Opt-Out: You may opt out of this arbitration provision by sending written notice via our contact form within thirty (30) days after you first accept these Terms. The notice must include your name, account email, and a clear statement that you opt out of arbitration.
Small Claims Carve-Out: Either party may bring an individual claim in a court of competent jurisdiction, including a small claims court where the claim qualifies for that court's jurisdiction and applicable law permits the claim to proceed there.
Class Proceedings: To the maximum extent permitted by applicable law, disputes subject to arbitration will be resolved only on an individual basis and not as part of a class, collective, consolidated, representative, or coordinated proceeding. Nothing in these Terms waives rights that cannot lawfully be waived.
18. General Provisions
Entire Agreement: These Terms, together with all policies and agreements incorporated by reference, constitute the entire agreement between you and Rezfiliate regarding the Service and supersede prior or contemporaneous agreements concerning the same subject matter, except for separately executed written agreements.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.
Waiver: Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
Assignment: You may not assign or transfer these Terms or your account without our prior written consent, except where the transfer occurs as part of a bona fide merger, acquisition, or sale of substantially all of your assets and the assignee agrees to be bound by these Terms. We may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, financing, or sale of the Service or substantially all of our assets.
Electronic Contracting: You agree that clicking an acceptance button, checking an acceptance box, creating an account, or otherwise electronically indicating assent constitutes a binding electronic signature and acceptance of these Terms. Electronic records of your acceptance, including the applicable Terms version, date, time, account information, and acceptance method, may be used as evidence of your agreement.
Force Majeure: Rezfiliate will not be liable for delay, failure, or interruption caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil disturbances, labour disruptions, government action, internet failures, telecommunications failures, cybersecurity events, cloud-infrastructure failures, payment-network failures, payment processor restrictions, third-party provider failures, or other events outside Rezfiliate's reasonable control.
Processor Failure: If Stripe or another payment processor materially restricts, suspends, or terminates services necessary for Rezfiliate's payment or payout functionality, Rezfiliate may take commercially reasonable steps to transition affected functionality to another compliant processor or infrastructure where reasonably available. Certain payment, payout, tracking, or platform functions may be delayed, restricted, or unavailable during any such transition.
Notices: We may provide notices to you via email or through the Service. You may provide notices to us via our contact form or at our registered Canadian address.
Survival: Provisions that by their nature should survive termination will survive, including provisions concerning accrued payment obligations, commissions, intellectual property, confidentiality, indemnification, limitations of liability, dispute resolution, governing law, and other provisions intended to survive termination.