Kanetix Customer Referral Program Referral Program Agreement This referral program agreement (this "Agreement") sets out the terms and conditions that apply to all members of the Kanetix Ltd. consumer referral program (the "Kanetix Referral Program"). This Agreement is subject to, and must be read in conjunction with, the terms and conditions of the Kanetix Ltd. website located at www.kanetix.ca/terms_of_use (the "Kanetix Website Terms and Conditions"). Please read this Agreement and the Kanetix Website Terms and Conditions each in their entirety and be sure to occasionally check back for updates. BY MARKING THE "I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS" CHECKBOX BELOW, SUBMITTING THE APPLICATION FORM, LINKING TO THE KANETIX REFERRAL PROGRAM OR ACCESSING AND PARTICIPATING IN THE KANETIX REFERRAL PROGRAM YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND FREELY ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. 1. DEFINITIONS. In this Agreement, the following terms shall have the respective meanings indicated below: 1.1. "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Kanetix; where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise; 1.2. "Kanetix" means Kanetix Ltd. and its Affiliates; 1.3. "Kanetix Content" means any content or materials relating to Kanetix, its customers and trading partners or any of their respective brands that are promoted by Kanetix or on the Kanetix Site as Kanetix deems necessary or appropriate from time to time; 1.4. "Kanetix Marks" means any names and/or trade- marks or any other protected marks associated with Kanetix; 1.5. "Kanetix Site" means any website that is owned or operated by Kanetix or any of its trading partners; 1.6. "Lead" means any unique user that has received a Link from you in respect of the Kanetix Referral Program and has used that link to obtain a Quote; 1.7. "Link" means a unique link generated by way of the Kanetix Referral Program to request a Quote; and 1.8. "Quote" means a request for a quote for a product or service by way of the Kanetix Site. 2. YOUR RESPONSIBILITIES. 2.1. Representation. You acknowledge and agree that: (a) you do not have, nor will you obtain, the authority or right to represent or obligate Kanetix or any of its customers or trading partners in any way; and (b) in all communications to third parties under the Kanetix Referral Program you shall not represent that you have, nor conduct yourself as having, any such authority.
2.2. No Duplication. You acknowledge and agree that you may: (a) only sign up for the Kanetix Referral Program once; (b) not send Links or complete Quotes on behalf of others; and (c) only have one email account that will be relevant to the Kanetix Referral Program. All email addresses will be validated by Kanetix and payment will only be made to you if you have complied with this Agreement. 2.3. Kanetix Content. All Kanetix Content will be solely provided by Kanetix alone except where agreed to by Kanetix in writing in advance. The Kanetix Content is provided "AS IS" AND WITHOUT WARRANTY of any kind. 2.4. Use of Kanetix Content. You may not alter, modify, amend, adapt, manipulate, customize, or translate the Kanetix Content without Kanetix's prior written consent. Nothing contained in any Kanetix Content shall in any way be deemed a representation or warranty of Kanetix. The Kanetix Content shall at all times be the sole and exclusive property of Kanetix. 2.5. E- Mail Internet Marketing. In no event shall you engage in any e- mail marketing or promotion with respect to Kanetix except as expressly set forth in this Agreement. You shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e- mail marketing and "spamming". Without limiting the generality of the foregoing, you shall (a) not send any e- mail regarding Kanetix to any individual or entity that has not requested such information or (b) alter or remove any "unsubscribe" information at the top or bottom of any e- mail regarding Kanetix or the Kanetix Referral Program. 2.6. Unauthorized and Prohibited Marketing Activities. In addition to the restrictions of Section 2.3 above, you shall not: (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Kanetix or the Kanetix Referral Program; (b) use malware and/or spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Kanetix or the Kanetix Referral Program; (c) make any false, misleading or disparaging representations or statements with respect to Kanetix, the Kanetix Referral Program or any Kanetix client, trading partner or other user; (d) purchase search engine or other pay per click keywords (such as Google AdWords) or domain names that use Kanetix or Kanetix trademarks and/or variations and misspellings thereof; (e) buy search engine advertising or domain names that mention "Kanetix" in any way; or (f) engage in any other practices which may affect adversely the credibility or reputation of Kanetix or its clients, trading partners or other users, including but not limited to, using any Website or email in any manner, or having any content on any Website or in any email, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party. 2.7. Compliance with Laws. In addition to, and without limiting the provisions of this Agreement, You shall at all times remain in compliance with all applicable laws, rules and regulations. 2.8. Duty to Inform. You shall promptly inform Kanetix of any information known to you related to any claim, demand or liability of or against Kanetix by any third party. 3. FEES & PAYMENTS. You shall receive five dollars ($5.00) CDN for each Lead. Payments due to you under the Kanetix Referral Program will be distributed to you once per month. Kanetix reserves the right to cancel or
modify the Kanetix Referral Program or this Agreement in whole or in part, including fees and payments without notice. 4. TERMINATION. Kanetix may terminate this Agreement at any time, with or without cause, effective immediately and without notice. Fraudulent or other unacceptable behaviour as defined by Kanetix can result in termination of this Agreement with you, in whole or in part, without notice to, or recourse for, you. You can terminate this Agreement or "opt out" of the Kanetix Referral Program at any time, with or without cause, effective immediately upon notice to Kanetix. 5. PROPRIETARY RIGHTS. 5.1. Proprietary Rights of Kanetix. As between you and Kanetix, all Kanetix Content, all demographic and other information relating to Leads and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know- how, websites, and any additional intellectual or other property used by or on behalf of Kanetix or otherwise related to Kanetix or the Kanetix Referral Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Kanetix Property") shall be and remain the sole and exclusive property of Kanetix. To the extent, if any, that ownership of any Kanetix Property does not automatically vest in Kanetix by virtue of this Agreement, or otherwise, you hereby agree to transfer and assign to Kanetix, upon the creation thereof, all rights, title and interest you may have in and to such Kanetix Property, including the right to sue and recover for past, present and future violations thereof. 5.2. Kanetix Marks. You acknowledge and agree that: (a) the Kanetix Marks are and shall remain the sole property of Kanetix; (b) nothing in this Agreement shall confer in you any right of ownership in the Kanetix Marks or use of the Kanetix Marks; (c) you will not contest the ownership or validity of any Kanetix Mark; and (d) you will not use, display, copy, alter, modify, manipulate or obscure any Kanetix Mark. 6. DISCLAIMER OF WARRANTY. KANETIX MAKES NO WARRANTIES HEREUNDER, AND KANETIX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KANETIX FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE KANETIX CONTENT DOES NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. YOU UNDERSTAND AND AGREES THAT THE KANETIX WEBSITE, KANETIX REFERRAL PROGRAM AND ANY PRODUCTS OR SERVICES ACCESSIBLE THEREBY MAY NOT SATISFY ALL OF YOUR OR THE LEADS' REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR- FREE. 7. LIMITATION OF LIABILITY AND INDEMNIFICATION. 7.1. LIMITATION OF LIABILITY. KANETIX SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE KANETIX REFERRAL PROGRAM OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF KANETIXHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING,
BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OFWARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. 7.2. YOUR INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS KANETIX AND THE DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS AND AGENTS THEREOF (COLLECTIVELY, THE "INDEMNIFIED PARTY"), WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, DEBT OR LIABILITY, INCLUDING REASONABLE ATTORNEYS' FEES, TO THE EXTENT THAT SUCH ACTION IS BASED UPON OR ARISES OUT OF: (A) YOUR BREACH OF ANY REPRESENTATION, WARRANTY, OBLIGATION OR COVENANT UNDER THIS AGREEMENT; (B) YOUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) ANY WARRANTY, CONDITION, REPRESENTATION, INDEMNITY OR GUARANTEE RELATING TO KANETIX AND KANETIX AFFILIATES GRANTED BY YOU TO ANY LEAD OR OTHER THIRD PARTY. 8. NON- EXCLUSIVE REMEDIES. In the event of any breach or threatened breach of any provision of this Agreement by you, in addition to all other rights and remedies available to Kanetix under this Agreement and under applicable law, Kanetix shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and your engagement hereunder, (iii) receive a prompt refund of all amounts paid to you hereunder and (iv) be indemnified for any losses, damages or liability incurred by Kanetix in connection with such violation. 9. GENERAL PROVISIONS. 9.1. Independent Contractors. You and Kanetix are independent contractors. Neither you nor Kanetix is an agent, representative or Affiliate of the other party hereto. Neither you nor Kanetix shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party hereto. 9.2. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e- mail to the party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the parties. 9.3. No Waiver. The failure of either party to this Agreement to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party. If a provision is not enforced by either party, it does not mean that they are waiving their rights to that provision. 9.4. Entire Agreement. This Agreement sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof as set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any
correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing. This is a complete agreement and replaces previous agreements. 9.5. No Assignment. All the terms and provisions of this Agreement shall be binding upon and enure to the benefit of the parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. You shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Kanetix s prior written consent, to be given or withheld in Kanetix's sole discretion. 9.6. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the Province of Ontario, Canada. Each party hereto agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Province of Ontario, Canada, and by execution of this Agreement you submit to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum. By marking the I have read and agree to the terms and conditions checkbox, you hereby fully agree to comply with all of the terms and conditions of this Agreement. Last updated: November 20, 2013