RATESDOTCA Affiliate Partner

RATESDOTCA PARTNER PROGRAM AGREEMENT

TERMS AND CONDITIONS

This website (this "Website") and the Rates.ca partner program (the "Program") are owned and operated by RATESDOTCA, a division of Kanetix Ltd., a Canadian corporation ("Kanetix"). The following are the terms and conditions upon which Kanetix agrees to grant you participation in the Program (this "Agreement"). As used in this agreement: (a) "we", "us", "our" and corresponding terminology means Kanetix; and (b) "you", "your" and corresponding terminology means you, the applicant. Please read this Agreement carefully. By clicking "I AGREE", you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.

1. ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you will submit a complete application by way of this Website. Incomplete applications may cause delays in approval or may be declined by us. We may decline your application if we determine (at our sole discretion and for any reason whatsoever) that you and/or your website are unsuitable for the Program.

Unsuitable applicants or websites include, but are not limited to those that:

(a) promote violence, pornography or gambling;

(b) promote discrimination, including based on race, sex, religion, nationality, age, disability or sexual orientation;

(c) promote illegal activities or activities that are intended to harass or defame anyone;

(d) include "Kanetix", “RATESDOTCA” or "Rates.ca" or variations or misspellings of "Kanetix", “RATESDOTCA” or "Rates.ca" in their domain names; or

(e) violate our intellectual property rights or the intellectual property rights of others.

If we decline your application, you are welcome to reapply to the Program at a later date. You should also note that if we accept your application and you or your website is later determined (at our sole discretion and for any reason whatsoever) to be unsuitable for the Program, we may terminate this Agreement without prior notice.

2. USE OF KANETIX TRADE-MARKS

During the Term you may use the trade-marks, brand names, and trade-names of Kanetix and its affiliates, including without limitation RATESDOTCA, Rates.ca, KANETIX.CA™ or KANETIX™ (each, a "Kanetix Trade-mark") for the sole purpose of the Program and fulfilling your obligations under this Agreement. Kanetix and its affiliates reserves all rights regarding the Kanetix Trade-marks and all other intellectual property rights. Kanetix or any of its affiliates may revoke your right to use any of the Kanetix Trade-marks at any time and for any reason whatsoever.

Your use of any of the Kanetix Trade-marks is subject at all times to the following:

(a) you may only use the Kanetix Trade-marks for the purposes explicitly authorized by Kanetix in writing;

(b) you may not alter or modify any Kanetix Trade-mark in any manner whatsoever;

(c) you may not display any Kanetix Trade-mark in any manner that implies sponsorship or endorsement by Kanetix or any of its affiliates beyond your involvement in the Program;

(d) you may not use any Kanetix Trade-mark to diminish or tarnish Kanetix or any of its affiliates or any of their trade-marks or trade-names, including without limitation the Kanetix Trade-marks, or any of their respective products or services, or use any Kanetix Trade-mark in any manner which, in our sole judgment, may damage our or any of our affiliate's reputation or the reputation of any of our trade-marks or trade-names, including any of the Kanetix Trade-marks;

(e) any use, reproduction, display or link by you of the Kanetix Trade-marks is subject to our approval, which approval may be withheld in our sole discretion; and

(f) upon the termination of this Agreement for any reason or upon notice from Kanetix or any of its affiliates directing you to cease use of the Kanetix Trade-marks, you shall forthwith cease using, displaying and associating in any way with the Kanetix Trade-marks.

3. OWNERSHIP

You acknowledge and agree that: (a) this Website and the Kanetix Trade-marks are the exclusive property of Kanetix and its affiliates; (b) Kanetix and its affiliates own all right, title and interest in and to this Website and the Kanetix Trade-marks and all intellectual property rights therein and you do not acquire any right, title or interest in any of the foregoing; and all goodwill generated through your use of the Kanetix Trade-marks will be to the benefit of Kanetix and its affiliates.

4. OUR LINKS ON YOUR WEBSITE(S)

Once you have been informed that you or your website has been accepted into the Program, we will provide you with text links and graphic links to use to link to this Website (the "Links"). To enable accurate tracking, reporting, and fees payable to you, you must not alter or modify the Links. Any other implementation of the Links must be cleared with us first. It is your responsibility to ensure that the Links are properly implemented. We will not be liable to you with respect to any failure by you to properly implement the Links, including to the extent that such failure may result in a reduction of Fees which would otherwise be paid to you under this Agreement.

5. FEES

(a) During the Term, Kanetix will pay you referral fees ("Fees") for visitors you send to us who complete a lead or quote as outlined in the affiliate dashboard, which will be provided to you. The lead and quote count is re-set on the first day of each month. Fees will be paid on a monthly basis by cheque, Paypal® or by any other means that we may establish from time to time. Payment will be made following the end of each calendar month, provided you have met our minimum payment threshold. Our minimum payment threshold is $50.00 CAD. If Fees payable for any month are less than $50.00 CAD, then such Fees will accrue until such time as the threshold is reached, or until this Agreement is terminated. All accounts in good standing (no questionable practices or questionable transactions) will be paid at the end of the month upon giving written notice of termination to Kanetix.

(b) Applicable taxes on Fees ("Taxes") are entirely your responsibility. You hereby agree to indemnify, defend and hold Kanetix and its affiliates and their respective directors, officers and personnel (the "Indemnified Parties") harmless from and against all losses, liabilities and damages (including related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest and penalties which may be suffered or incurred by the Indemnified Parties arising out of or as a result of or relating in any manner whatsoever to Taxes. If we, in our sole discretion, determine that you have engaged in any activities that violate any of the terms or conditions of this Agreement or any of our rules or guidelines, we may (without prejudice to any other rights or remedies available to us) withhold Fees (in whole or in part) and/or terminate this Agreement.

6. QUOTE LEAD AND QUOTE PROCESSING

We will process leads and quotes made by customers who follow the Links. We reserve the right to reject leads and quotes that do not comply with any requirements that we have established or may establish in the future. You will not be paid Fees for any rejected leads or quotes. We will track leads and quotes made by customers who come by way of the Links, and we will make available to you reports summarizing this activity. The frequency, type and content of the reports may vary from time to time at our sole discretion.

You may not, directly or indirectly, offer any person any consideration or incentive to generate quotes through your Links.

7. RESPONSIBILITY FOR YOUR WEBSITE(S)

You are solely responsible for the development, operation, and maintenance of your website(s) and for everything that appears on your website(s). Without limiting the generality of the foregoing, you are solely responsible for:

(a) the technical operation of your website(s) and all related equipment;

(b) implementing and maintaining the Links; and

(c) the accuracy and appropriateness of everything posted on your website(s).

It is entirely your responsibility to ensure that the materials posted on your website(s) are not illegal or libelous, and do not violate the rights of any third party, including copyrights, trade-marks, privacy or other personal or proprietary rights.

8. RESTRICTIONS

You may not:

(a) bid on or register search engine keywords like: "Google® AdWords", search terms or other identifying terms or domain names that include any Kanetix Trade-marks or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;

(b) without prejudice to the foregoing, bid on any form of: (i) any Kanetix Trade-marks or any variations or misspellings thereof or any keyword phrase that includes these terms or any variations or misspellings thereof; or (ii) any Kanetix Trade-marks or variations or misspellings in connection with a foreign country or other domain name extensions;

(c) participate in the promotion of the Program through indiscriminate or unsolicited commercial emails otherwise known as "spamming";

(d) lessen or tarnish the value of the Kanetix Trade-marks or any of the products or services provided by Kanetix or any of its Affiliates;

(e) claim that you offer better products or services than Kanetix or Rates.ca or any of Kanetix's affiliates;

(f) misrepresent any of the Kanetix Trade-marks or products or services, including any of our URLs;

(g) cause or enable any quotes to be made that are not in good faith, including without limitation any device, program, robot, Iframe, redirect, hidden frame or by any other means;

(h) use any existing or future software products or services, or by any means, interfere with, replace, intercept, disrupt, hinder, or otherwise alter the web user's access, or interfere with the web user's experience at this Website or any of our affiliate's websites in any manner whatsoever, including without limitation in a manner that causes or results in a different experience from what was intended by us or any of our affiliates;

(i) use any existing or future software products or services or by any means block, alter, redirect, direct, substitute, insert, intercept or interfere in any manner with any click through that originates from this Website or any of our affiliate's websites, including without limitation in a manner that results in or has the effect of reducing or altering any fees or other payments; or

(j) alter or modify any of the Links, including without limitation in such a way that they contain harmful programming subroutines such as worms or viruses.

9. RESTRICTIONS ON PAID SEARCH LISTINGS

If you choose to participate in the Program using pay-per-click advertising to attract visitors, you hereby agree that you will not:

(a) use any Kanetix Trade-marks or any variations or misspellings thereof in your ad copy or display URL without our express prior written consent;

(b) use the names of any of our competitors in your ad copy;

(c) represent yourself to be Kanetix or Rates.ca or any of our affiliates or any competitor thereof;

(d) frame this Website as a landing page without our express prior written consent;

(e) create "redirects" or "jump pages" that immediately direct to this Website without our express prior written consent; or

(f) make any claims in your copy/advertising that are inaccurate or misleading.

10. RULES REGARDING PROMOTION

You may promote the Program through mailings to customers or subscribers to your website, provided that at all times: (a) any such customer or subscriber has the option to remove themselves from future mailings from you; and (b) you comply with all applicable laws (including privacy and anti-spam laws). You are allowed to promote the Program via newsgroup postings to newsgroups that welcome and invite commercial messages. You must clearly represent yourself and your website as independent from Kanetix, Rates.ca, our affiliates and any associated websites, including without limitation this Website.

11. POLICIES

You will comply with the policies and procedures of Kanetix and its affiliates, including all instructions provided to you by Kanetix or its affiliates in respect of the Program. All consumers who enter leads or quotes through the Program will be deemed to be customers of Kanetix. Accordingly, this Agreement and all Kanetix rules, policies, and operating procedures concerning these consumers will apply to those consumers. We may change our policies, Fees or operating procedures from time to time. It is your responsibility to stay up to date with our policies by visiting this Website periodically. If you do not agree with any changes we may make, your recourse will be to terminate your participation in the Program and this Agreement. If you decide to terminate your participation in the Program and this Agreement, you must remove all affiliate links that were provided by us, and, if you have outstanding earnings that have not yet reached our previously stated payment threshold, you may inform us by email at affiliatemanager@rates.ca so that your account can be cleared.

12. REPRESENTATIONS AND WARRANTIES:

You hereby represent, warrant and covenant to and in favour of Kanetix and its affiliates as follows:

(a) this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

(b) the execution, delivery, and performance by you of this Agreement and the fulfillment by you of the transactions contemplated herein, shall not, with or without the giving of notice, the passing of time, or both, violate or conflict with (i) any law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree that applies to you or is binding upon your property or assets, (iii) any provision of your by-laws or certificate of incorporation, (iv) any other agreement pertaining to you or binding upon your property or assets;

(c) you are the sole and exclusive owner of your website, trade-marks and trade-names and have the right and power to use such in the manner outlined in this agreement, and your use of such trade-marks and trade-names does not infringe upon any trade-mark(s), trade-name(s), service mark(s), copyright(s), or other right(s) of any other person or entity;

(d) no filing with, consent, approval, authorization, or exemption by any government authority or any other third party is required by you in connection with the execution, delivery, and performance of this Agreement;

(e) there is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery and consummation of this Agreement, or with respect to your trade-marks or trade-names, and there is no basis for any such claim, action, or proceeding in the future.

13. DISCLAIMER OF WARRANTIES

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS IN RELATION TO (A) THE PROGRAM, THIS WEBSITE, THE LINKS OR ANY TRANSACTIONS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE PROGRAM, THIS WEBSITE OR THE LINKS WILL MEET YOUR NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE ERROR FREE) AND (B) THE QUANTITY, VOLUME OR FREQUENCY OF TRAFFIC OR VISITS OF USERS TO THIS WEBSITE OR ANY OTHER WEBSITE OR THE NUMBER OF TRANSACTIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT KANETIX UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE ACCURACY OF ANY INFORMATION ACCESSIBLE BY WAY OF THE PROGRAM, THIS WEBSITE OR ANY TRANSACTIONS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT.

14. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL KANETIX OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY ACTUAL OR DIRECT DAMAGES OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING (A) DAMAGES FOR LOSS OF ANTICIPATED REVENUE OR PROFITS, (B) FAILURE TO REALIZE EXPECTED SAVINGS, (C) LOSS OF USE OR UTILIZATION OF FACILITIES, OR (D) ANY DAMAGES WHATSOEVER RELATED TO INTERRUPTION, DELAYS, ERRORS OR OMISSIONS, BREACH OF SECURITY OR PRIVACY RESULTING FROM ITS PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT OR THE PROGRAM IS LIMITED TO THE SUM OF THE FEES PAID TO YOU DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

15. INDEMNITY

You agree to indemnify, defend and hold harmless Kanetix and its affiliates and their respective directors, officers and personnel (the "Indemnified Parties") from and against all losses, liabilities and damages (including taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest and penalties which may be suffered or incurred by the Indemnified Parties arising out of or as a result of or relating in any manner whatsoever to: (a) your participation in the Program; (b) any breach by you or any of your affiliates of this Agreement; or (c) any claim (whether actual, threatened or potential) or any civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand relating to (i) any infringement of our intellectual property, including without limitation any Kanetix Trade-marks, (ii) you or any of your affiliate's gross negligence or willful misconduct or (iii) any bodily injury or death of any individual or damage to any real or intangible property caused by you or any of your affiliates.

16. EQUITABLE RELIEF

You acknowledge and agree that: (a) your compliance with your obligations in this Agreement is necessary to protect the intellectual property, confidential information, proprietary information, business, goodwill and proprietary interests of Kanetix and its affiliates and your breach of any such obligations may give rise to irreparable injury to Kanetix or its affiliates that may not be adequately compensated with monetary damages; and (b) Kanetix and/or its affiliates shall be entitled to seek and obtain injunctive relief against the breach or threatened breach of such obligations and/or specific enforcement of such obligations, without posting a bond, in addition to any other available legal or equitable remedies available to it.

17. TERM

The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party (the "Term"). Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your website(s), all links to our website, any of the Kanetix Trade-marks and all other materials provided by us to you in connection with the Program.

18. MODIFICATION

We may, in our sole discretion and for any reason whatsoever, modify the terms and conditions of this Agreement from time to time without prior notice to you. It is your responsibility to check this Website from time to time to make sure that you are aware of any changes to this Agreement that may have been posted. If any change is unacceptable to you, your only recourse shall be to terminate this Agreement and your participation in the Program and neither Kanetix nor any of affiliates shall have any liability for any such termination. If there are funds owing to you which have not met our payment threshold limits, you must advise Kanetix of your decision to terminate participation in the Program, in order that we can make final payment (if any) and close your account. Your continued participation in the Program following any modifications to this Agreement will constitute your acceptance of such modifications.

19. MISCELLANEUOUS

(a) Contact. You may contact us at regarding the terms and conditions of this Agreement or participation in the Program by sending us an email to affiliatemanager@rates.ca.

(b) Waiver. The waiver by Kanetix of a breach or default of any provision of this Agreement by the you or any delay or omission on the part of Kanetix to exercise or avail itself of any of its rights, powers or privileges shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.

(c) Governing law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Parties agree to submit to the jurisdiction of the courts of the Province of Ontario and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.

(d) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the parties. Except as expressly provided in this Agreement, there are no representations, warranties, conditions other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. The execution of this Agreement has not been induced by, nor do either of the parties rely upon or regard as material, any representations, warranties, conditions, other agreements or acknowledgements not expressly made in this Agreement or in the agreements and other documents to be delivered pursuant hereto.

(e) Severability. In the event that any provision (or any portion of a provision) of this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision (or portion of a provision) had never been contained herein in regards to that particular jurisdiction.

(f) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by you without the prior written consent of Kanetix.

(g) Enurement. This Agreement shall enure to the benefit of and be binding upon each of the Parties hereto and their respective successors and permitted assigns.

(h) Relationship. Notwithstanding any provision of this Agreement, nothing herein shall be deemed to constitute either party as an agent, representative or employee of the other party or both parties as joint venturers or partners for any purpose. Each party shall act solely as an independent contractor and shall not be responsible for the acts or omissions of the other party. Neither party will have the authority or right to represent nor obligate the other party in any way except as expressly authorized by this Agreement.

(i) Survival. Sections 2(f), 3, 5(b), 7, 8, 9, 13, 14, 15, 16, 19, and 20 survive any termination of this Agreement.

20. INDEPENDENT INVESTIGATION / EVALUATION

You acknowledge that you have read and understood this Agreement in its entirety and that you freely agree to the terms and conditions contained herein. You understand that we may directly or indirectly at any time solicit referrals on terms that may be different from those contained in this Agreement, or operate websites that compete with your website(s). You have independently evaluated the Program and decided to apply in order to participate. You are not relying on any representation other than as set forth in this Agreement.