PREVUE AFFILIATE AGREEMENT

This Affiliate Agreement (the “Agreement”) is between you (the “Affiliate”) and Prevue HR Systems Inc. (the “Company“) and governs your participation in the Company’s Affiliate Program.

If You have any questions relating to this Agreement, please contact the Company by e-mail at [email protected] with questions about this Agreement.

THIS IS A BINDING LEGAL AGREEMENT PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING THE “I ACCEPT” BUTTON, YOU ARE ASSERTING THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO THE COMPANY THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY DESCRIBED IN THE PREVIOUS PARAGRAPH, DO NOT CHECK THE APPROPRIATE ACCEPTANCE BOX.

WHEREAS:

1. The Company, provides pre-employment assessments tools for employers through its platform; and
2. the Company owns the website with the domain: https://dash.partnerstack.com/application?company=prevuehr&group=affiliates (the “Affiliate Link”)and Affiliate wishes to refer internet traffic to the Company’s website via the Company’s affiliate tool (the “Affiliate Tool”) in exchange for the agreed consideration (the “Affiliate Program”);

Accordingly, the Company and Affiliate agree as follows:

1. Affiliate’s Obligations.
   1. The Affiliate will place links specified by the Company on the Affiliate’s website to direct traffic to the Company’s website and register leads through the Affiliate Tool.
   2. The Affiliate shall maintain its social media pages and website(s) and ensure the operation of its website and bear all related costs including but not limited to the cost of creation, hosting, modification, or improvements to the Affiliate’s website, internet marketing and all other related costs and expenses. Affiliate shall not perform its obligations in a manner that could damage the goods, services, websites, the Company’s business or bring the Company into disrepute.

• 2. 2. Non-Exclusivity.

  This Agreement does not create an exclusive agreement between the Affiliate and the Company, and the Company shall be entitled to engage other parties to promote the sale of the services and products of the Company in whatever capacity the Company so chooses. The Company shall be entitled to sell the products directly or indirectly to any current or prospective customers.

3. Fees.
   1. The Company will pay the Affiliate a commission of 20% for each new customer who makes its initial eligible purchase in USD (the “Commission”) after clicking on the Affiliate Link (an “Affiliate Lead”) and will be made available by the Company in USD within 90 days of the completion of the purchase by the customer (the “Customer Transaction”) subject to the following:
      1. 1. The Affiliate shall not be entitled to receive commission on any subsequent purchases made by a new customer;
         2. Commission earned through to the date of termination of this Agreement will remain payable only if the orders for the goods and/or services are not cancelled, and the Affiliate complies with all the terms laid out in this Agreement;
         3. The Company may withhold payment of the commission for a reasonable time to ensure that all qualified purchases are valid;

      Notwithstanding the foregoing, the Company may in its sole discretion reject or accept any prospective customers. The Company may review, monitor, and otherwise investigate the Affiliate’s website to verify compliance with this section and the rest of this Agreement.

   2.  The Company makes no representations or warranties regarding potential income that may result from this Agreement and commission shall be paid to the Affiliate based on the customers who access the Company website through the Affiliate Link.
   3. Commissions will be based on the sales price only and shall not include any sales taxes, shipping fees and any other payment made to the Company that is not the purchase price of the product or services.
   4. The Affiliate is responsible for determining if the link placed on their site has changed or been discontinued. The Company reserves the right to deduct the commission paid for any products that are returned or refunded during the Company’s return period or refunded 6 months after the expiration of the return period due to credit card fraud or the write-off of the bad debt or for any other reason if the previous commission was overpaid.
   5. The fees will be paid in Canadian dollars and the Affiliate shall be responsible for the payment of all taxes on the Affiliate’s income. The Company may deduct or withhold any taxes that the Company is legally obligated to deduct or withhold from any amounts payable to the Affiliate under this Agreement.

4. Intellectual Property.
   1. Affiliate grants to the Company a non-exclusive, non-transferable, royalty-free right to use and display the Affiliate’s trademarks, trade names, copyright, patent, trade secrets and other intellectual property (the “Affiliate’s IP”) in connection with this Agreement.
   2. Company grants the Affiliate a non-exclusive, non-transferable and revocable licence to access the Company’s website and use its trademarks, trade names, copyright, patent, trade secrets and other intellectual property (the “Company’s IP”) for the sole purpose of identifying the Company and the brand on the Affiliate’s website to send customers to the links provided by the Company. Affiliate agrees that it shall not use, modify or combine the Company’s trademark or tradename with other objects or words in a manner that would confuse, mislead, is likely to confuse or mislead or for an obscene, indecent or unlawful purpose.
   3. No license to any software is granted by this Agreement. The Company’s services are protected by the applicable laws. The Company services belong to and are the property of the Company or our licensors. The Affiliate acknowledges and agrees that the Company maintains exclusive ownership of the services, Company’s IP, and Company marketing materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, Company’s IP, and Company marketing materials shall inure to Company’s exclusive benefit. Partner shall not use any language or display Company’s IP in such a way as to create the impression that it belongs to the Affiliate.

5. Effective Date and Term.
   1. 1. 1. Term.

      This agreement shall begin upon the date of its execution by the parties and shall continue for a term of one year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the termination provisions contained in this Agreement.

      1. 1. Termination For Convenience.

      Either party may terminate this Agreement by providing fifteen (15) business days’ written notice to the other party.

      1. 1. Termination for Agreement Changes.

      The Affiliate may terminate this Agreement by five (5) days’ written notice to the Company if the Company amends or replaces the terms of this Agreement. The notice required by this section must be delivered within ten (10) days of the Company sending notice of any amendments to the terms of this Agreement.

      1. 1. Termination for Cause.

      The Company may terminate this Agreement: (i) with seven (7) days’ written notice to the Affiliate of a breach of Section 4(b) (Material Breach) if the Affiliate fails to remedy the breach or commence the cure of the breach after receiving a notice to that effect at the expiration of the period stated in the notice, (ii) immediately, if the Affiliate becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if the Company determines in its sole discretion that the Affiliate is acting, or have acted, in a way that has or may negatively reflect on or affect the Company, the Company’s prospects, or customers including but without limitation:

      1. 1. where the Affiliate’s website promotes illegal activities or is intended to harass or defame any person.
         2. The Affiliate’s website contains images or content that promotes violence or discrimination.
      2. Consequences of Termination.The termination of this Agreement: (i) without cause by the Company, (ii) by the Affiliate with cause, (iii) by the Affiliate under the ‘Termination for Agreement Changes’ section, shall not discharge the Company of the obligation to pay the Affiliate a commission, provided the related payment by the customer for an eligible transaction is recognized by the Company within thirty (30) days after the date of such termination or expiration. The Company will not pay the commission on customer transactions recognized by the Company more than thirty (30) days after the date of such termination set out in this section.   In the event of termination for convenience by the Affiliate, or for cause by the Company, the right of the Affiliate to receive any commission will terminate upon the date of such termination. Except as expressly outlined in this section, the Affiliate shall not be entitled to receive a commission payment upon the termination of this Agreement.Upon termination of this Agreement, an Affiliate prospect is not considered valid, and the Company may choose to maintain it in the Company’s database and engage with such a prospect.Upon termination, the Affiliate shall immediately discontinue all use of the Company’s IP and remove all references as an Affiliate of the Company from the Affiliate’s website(s) and other collateral.

6. Confidentiality.
   In this Agreement, “Confidential Information” means all information received by the receiving party from the disclosing party, whether orally or in writing, that is designated as confidential or which due to its nature or from the circumstances surrounding the disclosure, ought to be considered confidential. Confidential Information does not include any information that (i) is or becomes known to the public through no fault, act or omission or breach of any non-disclosure obligation owed to the disclosing party or (ii) was known to the receiving party before its disclosure by the disclosing party without breach of any obligation owed to the disclosing party.  The receiving party shall: (i) protect the confidentiality of the Confidential Information of the disclosing party using the same degree of care that it uses with its confidential information, but in no event, less than reasonable care, (ii) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information of the disclosing party to its employees, contractors and agents on a need-to-know basis who shall be required to comply with the confidentiality requirements set out in this Agreement. The receiving party may disclose Confidential Information of the disclosing party if required to do so under any federal, provincial, or municipal law, statute, rule or regulation, or legal process.

7. Affiliate Representations and Warranties.
   The Affiliate represents, warrants, and covenants that (i) the Affiliate will create, maintain, and operate the Affiliate’s website in accordance with this Agreement, (ii) the Affiliate’s performance of the terms of this Agreement  the creation, maintenance, or operation of the Affiliate’s website will not violate any applicable laws, rules, regulations, orders, licences, permits, guidelines, codes of practice, industry standards, or other requirements of any governmental authority that has jurisdiction over the Affiliate (including all such rules governing communications, data protection, advertising, and marketing), (iii) the Affiliate is under no legal incapacity to enter into this Agreement, (iv) the Affiliate is not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (v) the Affiliate owns or has sufficient rights to use and to grant to the Company the rights to the Affiliate’s IP (vi) the Affiliate’s website or social media platforms do not infringe upon the intellectual property rights of a third party; (vii) the information provided by the Affiliate is accurate and complete at all times; (viii) the Affiliate is not a competitor of the Company or any of its affiliates, (ix) the Affiliate will use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements; (x) the Affiliate will conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s platform, the goodwill and reputation of the Company, and on the Company generally; (xi) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its products; (xii) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of its obligations.

8. Indemnification.
   Affiliate will indemnify, and defend, the Company against any claim, suit, action, or proceeding (each, an “Action“) brought against the Company (its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party arising out of (i) the performance of the Affiliate’s obligations in this Agreement, (ii) the Company’s use of prospect data provided by the Affiliate, (iii) Affiliate’s non-compliance with or breach of this Agreement, (iv) third party claim of intellectual property infringement arising from the Company’s use of the Affiliate’s IP. The Company will: notify the Affiliate in writing within thirty (30) days of the Company becoming aware of any such claim; give the Affiliate sole control of the defence or settlement of such a claim; and provide the Affiliate (at the Affiliate’s expense) with all information and assistance reasonably requested by the Affiliate to handle the defence or settlement of the claim. The Affiliate shall not accept any settlement that (i) imposes an obligation on the Company; (ii) requires the Company to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the Company without prior written consent.

9. Disclaimers; Limitations of Liability.
   1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO A THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF RELATED TO THIS AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
   2. SUBJECT TO THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE CUMULATIVE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT COMPANY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS THAT THE AFFILIATE HAS EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM.

10. Amendment.
    The Company may update and change any part or all of this Agreement, including by replacing it in its entirety. If the Company updates or changes this Agreement, the updated Agreement will be made available to the Affiliate by e-mail and the updated Agreement will become effective and binding on the next business day after the Company has notified the Affiliate. If the Affiliate does not agree to the update, change or replacement, the Affiliate may terminate this Agreement.

11. Waiver.
    No delay or omission on the part of the Company in exercising any right or remedy or failure to object will constitute a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12. Dispute Resolution and Applicable Law.
    This Agreement shall be governed by and interpreted in accordance with the laws of the province of British Columbia without regard to the conflict of laws provisions thereof. Any dispute or question of interpretation of this Agreement shall be resolved in accordance with the Arbitration Act, [SBC 2020] CHAPTER 2 by a sole arbitrator in the City of Vancouver, British Columbia, Canada. The costs of the arbitration shall be borne by the Parties in equal shares pending final apportionment by the arbitrator.

13. Force Majeure.
    1. Non-performance by a Party under this Agreement is excused if that Party shows that the non-performance was due to an impediment beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the signing of the Agreement or to have avoided or overcome it or its consequences (such circumstances being referred to herein as “Force Majeure”). Such circumstances include riots, war or hostilities between any nations, Acts of God, fire, storm, flood, earthquake, strikes, pandemic, electrical, internet, or telecommunication outages, labour disputes and other similar or dissimilar contingencies.
    2.  When the Force Majeure is only temporary, the excuse for non-performance shall have effect for such period as is reasonable, having regard to the effect of the Force Majeure on the performance of this Agreement by that Party.
    3. The Party which suffers any such Force Majeure must give notice to the other Party of the circumstances of the Force Majeure and its effect on that Party’s ability to perform. As soon as notice according to this section has been given, the Parties shall consult about the consequences of the Force Majeure on this Agreement. Both Parties shall make all reasonable efforts to overcome any obstacles to the performance of this Agreement that may result from Force Majeure.

14. Relationship of the Parties.
    The Affiliate shall be deemed to be an independent contractor in its relationship with the Company and shall not hold itself out as an employee or agent of the Company. The Affiliate shall have no authority to enter into any contract or incur any obligations in the name of the Company. The Parties agree that this agreement does not give rise to a joint venture or partnership relationship between the parties. The execution [acceptance] of this Agreement shall not constitute an endorsement of the Affiliate by the Company.

15. Compliance with Applicable Laws.
    The Affiliate shall comply with and shall ensure that any third parties performing sales or referral activities on the Affiliate’s behalf comply, with all applicable foreign and domestic laws (including without limitation laws applicable to sending of unsolicited e-mail), governmental regulations, ordinances, and judicial administrative orders. The Affiliate shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to the Company, its customers, or the public.

16. Consequences of Partial Invalidity.
    If any of the provisions of this Agreement is found to be unenforceable by applicable law, the remaining provisions of this Agreement shall remain valid and shall continue to bind the Parties and the parties shall replace all unenforceable provisions with provisions that are valid under the applicable law and come closest to their original intention.

17. Notices.
    Notice may be given by electronic mail at the addresses provided by the Parties or by courier to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.To the Company: Prevue HR Systems Inc.Attention: Ashley SalvadorEmail: [email protected]To Affiliate: “Company Name”

18. Entire Agreement.
    This Agreement is the entire agreement between the Parties and supersedes all other proposals and agreements, whether electronic, oral or written, between the parties.

19. Assignment.
    The Affiliate shall not assign or transfer this Agreement, [including any assignment or transfer by reason of reorganization, sale of all or substantially all of its assets, change of control or operation of law], without the Company’s prior written consent which shall not be unreasonably withheld. The Company may assign this Agreement to any affiliate or to any other entity that acquires all or substantially all of the Company’s assets without the Affiliate’s consent.

20. Authority.
    Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and to perform its obligations in this Agreement.

21. Survival.
    The following sections shall survive the expiration or termination of this Agreement: ‘Fees’, ‘Intellectual Property’, ‘Confidentiality’, ‘Consequences of Termination’, ‘Indemnification’, ‘Disclaimers; and Limitation of Liability’.In witness whereof, the Parties hereto have executed this Agreement on the date set forth below.

22. Counterparts.
    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

23. Acknowledgement.
    You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms and conditions