AFFILIATE MARKETING AGREEMENT IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE CANADIAN TIRE AFFILIATE PROGRAM. YOUR PARTICIPATION IN THE CANADIAN TIRE AFFILIATE PROGRAM IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL AGREEMENT WITH CANADIAN TIRE, FORMALLY INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "ACCEPT " BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION. BACKGROUND This Affiliate Marketing Agreement (the “Agreement”) is made between you (the “Affiliate”, or “You”) and Canadian Tire Corporation, Limited, on behalf of itself and the CTC Affiliates (collectively, “Canadian Tire”). Impact Tech, Inc. (“Impact”) nor any of its corporate affiliates are parties to this Agreement. For the purposes of this Agreement “CTC Affiliates” shall mean, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party.  “Control,” for purposes of this definition, means ownership or control, directly or indirectly, of more than fifty (50) percent of the voting interests of the subject entity. The parties acknowledge and agree that the terms of this Agreement may be utilized by CTC Affiliates to create a contractual relationship directly between the CTC Affiliate and You.  In such circumstances, any references to Canadian Tire in the Agreement shall be considered to be referencing the CTC Affiliate for the purposes of governing the relationship between You and the CTC Affiliate. This is the Agreement that will govern advertising and commission arrangements between you and Canadian Tire resulting from Your participation in Impact’s services. This Agreement forms part of the “Electronic Insertion Order(s)” created using the “Insertion Order” function on Impact’s platform. OFFERS AND ENGAGEMENTS From time to time, Canadian Tire may, through Impact's interface, offer to pay a specified commission in return for certain advertising services (each, “an Offer”). Only participants using Impact's interface are able to view and accept the Offers. If You accept one of Canadian Tire’s Offers, You and Canadian Tire will have entered into an “Engagement”. By accepting any Offer through the Impact interface, You agree that you will be deemed to have executed, and will be bound by, this Agreement. Each Engagement shall have the same identification number as the original Offer that led to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement, Impact’s Master Campaign Agreement, and the terms of this Agreement, the terms of this Agreement shall govern. At any time prior to you displaying a link from Your website to the Canadian Tire website using one of the URLs specified in the Engagement (the “Required URLs”) or any other URL provided by Canadian Tire (a “Qualifying Link”), Canadian Tire may, with or without notice: (a) change, suspend or discontinue any aspect of an Offer or an Engagement, or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly implement any request from Canadian Tire to remove, alter or modify any such graphic or banner ad. AFFILIATE’S OBLIGATIONS In participating in the Engagements, You agree that You will: Comply with all applicable Canadian Tire policies, guidelines, requirements and procedures, as the same may be communicated to You from time to time; Comply with all applicable laws, regulations, rules and standards imposed by any government or any other duly constituted public authority having jurisdiction over You and Your activities; Act in an ethical, professional, competent, diligent manner and in good faith, using only personnel possessing the appropriate expertise and skill to effectively perform the Engagement; Not make any representations, warranties, or other statements concerning Canadian Tire, its websites, or any of its products or services, except as expressly authorized by the Engagement; and Notify Canadian Tire and Impact of any malfunctioning Required URLs or other problems with Your participation in the Engagement. COMMISSIONS Canadian Tire agrees to pay You the commission specified in the Engagement for each new visitor on a Canadian Tire website (a “Customer”) who purchases the product or service specified in the Engagement after clicking on the Qualifying Link made available by You. You will only receive the commissions specified in the Engagement relating to the product or service available via the Qualifying Link, regardless of any additional purchases made by the Customer during their transaction on the Canadian Tire website. Canadian Tire has the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements related to the sale to Customers shall be between Canadian Tire and the Customer. All determinations of Qualifying Links and whether a commission is payable will be made by Impact and will be final and binding on both You and Canadian Tire. Prices for the products will be set solely by Canadian Tire in its sole discretion. Only approved Impact coupon codes are accepted and commissioned as Affiliate sales. You must only use coupon codes that are provided directly by Canadian Tire or from the Impact interface. Any commissions generated as a result of incorrect coupon codes will be reversed. INTELLECTUAL PROPERTY You acknowledge and agree that, as between You and Canadian Tire, all Canadian Tire materials, marks, and advertisements are the sole and exclusive property of Canadian Tire and nothing in this Agreement shall confer onto you any right, title or interest therein. Canadian Tire hereby grants to You, during the Engagement, a non-exclusive, non-transferable, revocable license to use the Canadian Tire materials and Canadian Tire trademarks (the “Marks”), as provided by Canadian Tire to you hereunder, for the sole purpose of, and only to the extent necessary for creating links from Your website to Canadian Tire’s website during Engagements. Any other use by You of the Marks shall constitute a material breach of this Agreement and shall entitle Canadian Tire to elect to immediately terminate this Agreement, in addition to any other rights and remedies that may be available to Canadian Tire. You shall not at any time do or cause to be done any act contesting or in any way impairing any right or registration relating to any Marks. You acknowledge and agree that any use You make of the Marks shall be for Canadian Tire’s exclusive benefit. Upon termination or expiration of an Engagement, You shall immediately cease and refrain from any use of the Marks. You grant to Canadian Tire a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from the Canadian Tire site(s) to Your site(s). TERMINATION Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Impact interface. Termination of an Engagement shall not terminate this Agreement. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five days prior written notice of such termination to the other party and Impact. Termination of this Agreement shall also terminate any outstanding Engagements. All rights to payment, causes of actions, and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. REPRESENTATIONS AND WARRANTIES Each party represents and warrants that: it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and any material which is provided to the other party and displayed on the other party’s website will not: infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacyviolate any applicable law, statute ordinance or regulation;be defamatory or libelous;be lewd, pornographic, or obscene;violate any laws regarding unfair competition, antidiscrimination or false advertising;promote violence or contain hate speech; orcontain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines. Except for the above representations, neither party makes any representations or warranties to the other party, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose. INDEMNIFICATION You agree to indemnify, defend and hold harmless Canadian Tire, the CTC Affiliates, and associate dealers and each of their respective directors, officers, employees, successors, assigns and representatives against all losses, claims, damages, liabilities and costs (including, without limitation, reasonable legal fees) brought by a third party, arising out of a breach of any of Your representations or obligations herein. IMPACT REQUIRED PROVISIONS Each party jointly and severally agrees to indemnify, defend and hold harmless Impact and its publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof and any dispute related thereto. The parties agree that Impact may rely on any data, notice, instruction or request furnished to Impact by either party which is reasonably believed by Impact to be genuine and have been sent or presented by a person reasonably believed by Impact to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Impact, Impact may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Impact’s counsel shall be within the costs and disbursements covered by the indemnity specified in Section 9.1 above. The parties acknowledge and agree that the nature of the Impact interface is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Impact interface, such as Impact interface enabled servers. The parties acknowledge that Impact has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quantity or performance of such resources or whether they may contain any defects which may affect the performance of the Impact interface or either party’s computer. Impact shall not be responsible for provision of any communication facilities or the costs associated with such communications. The parties agree that Impact is an intended third party beneficiary of this Agreement. LIMITATION OF LIABILITY In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. The parties agree that Impact and Impact Corporation and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. PRIVACY AND CONFIDENTIALITY You agree to comply with all applicable privacy and data protection laws, rules and regulations including, without limitation, the Personal Information Protection and Electronic Documents Act, Canada, the EU General Data Protection Regulation, the California Consumer Privacy Act, and all other substantially similar provincial legislation, which are applicable to the Engagement and that are in force at the effective date of this Agreement or that may be enacted from time to time, in each of the jurisdictions in which You are operating (hereinafter collectively referred to as “Privacy and Data Protection Laws”).  Without limiting the foregoing, You acknowledge that, in the course of performing Your duties hereunder, You may collect and/or receive from or through Canadian Tire and/or third parties, personal information that can be linked to an identifiable individual (the “Personal Information”). You agree that You shall implement and maintain a comprehensive written privacy policy and reasonable security practices and procedures appropriate to the nature of the Personal Information, which policies, practices and procedures shall comply with all applicable Privacy and Data Protection Laws. You agree that You shall not use Personal Information for any other purpose other than for performing Your obligations under this Agreement. You agree that You have secured or will secure from visitors to Your site the appropriate consents to process their Personal Information in accordance with applicable Privacy and Data Protection Laws. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), relating to the Disclosing Party, its affiliates, their respective business and affairs, which is disclosed by or at the direction of the Disclosing Party to the Receiving Party or collected, accessed or prepared by the Receiving Party as a result of this Agreement (all such information, whether furnished before or after the date of this Agreement, together with all analyses, compilations, studies and other documents prepared by a party, its agents, employees or any other person, firm, corporation or other legal entity which contain or refer to any such information). Except as the Disclosing Party may expressly allow in writing or as required by law, the Receiving Party shall at all times keep and hold Confidential Information in the strictest confidence, and shall not use such information for any purpose other than as may be reasonably necessary to perform its duties pursuant to this Agreement.  The Receiving Party agrees to use the same standard of care that it uses with its own confidential information dealing with Confidential Information.  Except as set forth herein, the Receiving Party shall not disclose any Confidential Information to any person or entity, other than its own employees, agents and subcontractors having a need to know such information for the purposes of this Agreement and who have agreed in writing to be bound by terms and conditions substantially similar to those of this Section 11.5. The Receiving Party shall be liable for any breach of this Section 11.5 by its employees, agents and/or subcontractors. If the Receiving Party is required to disclose any Confidential Information by law or any governmental authority, it will immediately notify the Disclosing Party and will withhold disclosure for a period of time sufficient to give the Disclosing Party an opportunity to take appropriate action to protect its interests and at the request of the Disclosing Party will co-operate with the Disclosing Party in seeking to limit disclosure or obtain injunctive relief against the disclosure of such Confidential Information. To the extent that such disclosure cannot be prevented or minimized, the Receiving Party shall furnish only that portion of the Confidential Information which it is legally required and the Receiving Party will use its best efforts to obtain an assurance that Confidential Information so disclosed will be treated confidentially.  You agree to indemnify and hold harmless Canadian Tire, the CTC Affiliates and associate dealers and each of their respective directors, officers, employees, successors, assigns and representatives against all losses, claims, damages, liabilities and costs (including, without limitation, reasonable legal fees) arising from a breach of this Section 11. SPAM The use of unsolicited commercial e-mail (“Spam”) by You is absolutely prohibited. Yourparticipation in the Canadian Tire affiliate program constitutes Your specific and unconditional agreement to abide by this anti-Spam policy. Proper e-mail solicitation, however, can be an important means of advertising Your website and Your relationship with Canadian Tire. The following rules represent best practices, which are permitted under this Agreement: If an “opt-in” system exists for Your line of business and target market, you may use it. Opt-in systems are those where the user specifically requests to be placed on a mailing list. Commercial emails must only be sent in accordance with applicable anti-spam laws, rules and regulations including, without limitation, Canada’s Anti-Spam Legislation (Canada) and the Controlling the Assault of Non-Solicited Pornography and Marketing Act (U.S.). Violation of this Section 12 will result in the suspension or termination of Your affiliaterelationship with Canadian Tire including the forfeiture of any commissions from the date of the offending e-mailing. LINKING REQUIREMENTS When You become an Affiliate website in Canadian Tire’s marketing affiliate program as described in this Agreement ("Affiliate Program"), Canadian Tire will provide You with links that will allow users to Your website to be transported directly, when they click on the link, to the products on Canadian Tire’s website. As an Affiliate, You may display these links on your website subject to the terms and conditions of this Agreement. All links are subject to Canadian Tire’s approval and Canadian Tire will provide You with the information that You need to enable You to make appropriate links to Canadian Tire’s website from Your website. By accepting the terms of this Agreement, You agree that you shall cooperate fully with Canadian Tire to maintain such link(s). You further agree that: (a) such link(s) shall be displayed prominently throughout Your website as you see fit and with Canadian Tire’s consent; (b) no link(s) shall be modified, expanded, or reduced in any way without Canadian Tire’s consent; and (c) no link(s) on your website shall in any way modify the look, feel, and/or functionality of our website(s). Canadian Tire reserves the right to monitor Your website at any and all times to ensure that You are in compliance with the terms and conditions of this Agreement. You shall be fully responsible for all content, links, and activities conducted on Your website. Canadian Tire disclaims all liabilities related to such matters. You agree to indemnify Canadian Tire, its the CTC Affiliates, and associate dealers and each of their respective directors, officers, employees, successors, assigns and representatives against all losses, claims, damages, liabilities and costs (including, without limitation, reasonable legal fees) relating to the development, operation, maintenance, activities, contents and links of Your website. In accordance with the Impact Terms and Conditions, You agree that You shall not: Place or use any link(s) of Canadian Tire except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions; and Inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of the Canadian Tire website(s), by any method or using any hidden frames, java pop ups, web bot, robot, automatic redirecting of users, autospawning of browsers, or any other technique or means of generating automated click-throughs requiring visitors to click on Canadian Tire’s link before entering any area of Your website(s), by placing or including promotions or links on pages of Your website(s) that automatically reload or go to another page without interaction from the user (for example, Canadian Tire’s pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all web users (for example, pop-up windows and hidden frames). Affiliates using any of the aforementioned techniques or methods to establish a click, and/or place a cookie on a user’s computer will be terminated without notice and forfeit all outstanding and future commissions. KEYWORD BIDDING POLICY You are prohibited from bidding on Canadian Tire trademark names, renditions thereof and their derivatives. In order to remain in compliance with this Agreement, please be aware of the following restrictions on keyword bidding: You are prohibited from bidding on “Canadian Tire”, “Mark’s” “Sport Chek” or any other trademarks provided by Canadian Tire to You and any variations including misspellings, alternate spellings, alternate spacing, or any phrases that include these terms. You are prohibited from using any Canadian Tire brand name or domain name, or any variation, similar terms or misspelling of any Canadian Tire brand name, as the display domain in any search advertisement. You are prohibited from using any Canadian Tire brand name or domain name, or any variation, similar terms or misspelling of any Canadian Tire brand name, in PPC ad copy without Canadian Tire’s prior approval. You may not register any domain name that contains any Canadian Tire brand name, misspellings of any Canadian Tire brand name, or variations of any Canadian Tire brand name. You are prohibited from direct linking. Failure to comply with this Section 14 will result in a temporary suspension from Canadian Tire’s Affiliate Program. Once You are placed on temporary suspension, You will be out of the Canadian Tire Affiliate Program for fourteen (14) days and ineligible to receive any commissions on the Canadian Tire sales You generate during this term. After the fourteen (14) day term, You will have the opportunity to opt back in to the Canadian Tire Affiliate Program if You have complied with the above terms. A second violation of this policy will result in Your permanent termination from Canadian Tire’s Affiliate Program. COMPETITION LAW The misleading advertising and labelling provisions enforced by the Competition Bureau prohibit making any deceptive representations for the purposes of promoting a product or a business interest and encourage the provision of sufficient information to allow consumers to make informed choices. You are required to inform Yourself of these requirements and You must comply with them in all respects, including but not limited to: ensuring that sponsored social media posts disclose the material connection between You and Canadian Tire including but not limited to using the hashtags #ad or #sponsored as close to the beginning of the content as possible and before any links leading back to a brand’s landing page; for blog posts, ensuring that the disclosure statement is clearly visible and comes above the “fold” or “scroll” ahead of any brand links; and for video and audio sponsored content, ensuring that there is either an audible verbal disclosure or a written disclosure on a clearly legible title card at the beginning of the file. GENERAL Canadian Tire may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or new agreement on Canadian Tire’s site(s). Notice of any change to this Agreement will be delivered via e-mail to Your address on record. Modifications may include, but are not limited to, changes in the scope of available referral fees, the commission schedule, payment procedures and Affiliate program rules. All such modifications shall take effect forty-eight (48) hours after Canadian Tire serves notice to You as provided above, unless indicated otherwise. If a modification is unacceptable to You, Your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate program following Canadian Tire’s modifications will constitute binding acceptance by You of such modifications. Each party will act as an independent contractor and in no way will be considered employees, agents, partners, fiduciaries, or joint venturers of the other party. You agree that you will have no authority to represent Canadian Tire without its permission, or bind Canadian Tire in any way, and You agrees that You will not hold Yourself out as having authority to act for Canadian Tire. You shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Canadian Tire. Canadian Tire may assign any of its rights or obligations hereunder without Your consent to a CTC Affiliate. This Agreement and the parties’ performance shall, in all respects, be governed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and any action arising from or relating to this Agreement shall be brought exclusively in the courts of the City of Toronto.