By participating in the shiftED's Partner Program, You have the opportunity to earn money from Commissions for shiftED programs, opportunities, and services that You sell to other users. This Agreement sets forth Your rights and obligations as a participant in the shiftED Partner Program.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY.

Your access to and use of this the Partner Program service, as well as all related materials provided to you in connection therewith (collectively the “Services”) shall be subject to the following terms and conditions as well as those of the shiftED Terms of Use https://www.shiftedacademy.ca/pages/terms, shiftED's Program and Membership Site User Agreement https://www.shiftedacademy.ca/pages/user-agreement, and the shiftED Privacy Policy https://www.shiftedacademy.ca/pages/privacy-policy, the terms of which are incorporated herein by this reference, (together, the “Agreement”) and all applicable laws. By participating in the shiftED Partner Program, you are agreeing to the terms of this Agreement and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

1. PARTIES. All references to “shiftED” herein shall mean shiftED Academy Inc., as well as all affiliated entities, partners, employees, officers, ownership, representatives, and assigns. All references to “You” and “Your” shall refer to the party who has accepted this Agreement or who participated in and enjoys the benefits of the shiftED Partner Program. Each may be referred to herein as a “Party” and collectively may be referred to as the “Parties.”

2. INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or related entity of the other Party. Neither Party 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 otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

3. TERM AND TERMINATION. This Agreement between You and shiftED shall begin upon Your acceptance of its terms and shall continue thereafter until terminated by either You or shiftED as follows:

1) shiftED may terminate this Agreement at any time if You breach any of the terms of this Agreement. Upon termination for Your breach, You shall forfeit all Commissions owed to You, either as of the date of termination or thereafter accruing. Any termination for fraudulent or other unacceptable behavior by You, including breach of shiftED's policies and terms of use, as determined by shiftED in its sole discretion, may also result in one or more of the following actions being taken by shiftED: (a) termination of Your affiliation with shiftED in its entirety and termination of all services provided to you; (b) suspension of some or all Your privileges under the Partner Program; and/or (c) termination of Your account entirely without notice to, or recourse for, You; or,

2) Either you or shiftED, or any successor or assign of shiftED, in its sole and absolute discretion, may also cancel Your Agreement at any time with or without cause or for any reason in either Party’s sole discretion. shiftED reserves the right to cancel or modify this Partner Program Agreement in its entirety, including all compensation, at any time. If a significant change is made to the Partner Program Agreement, including any material change to your compensation, shiftED will provide reasonable notice by email, and/or posting a notice on the shiftED blog. In the event that shiftED or its successors or assigns cancels Your Agreement, You will be provided thirty (30) days’ notice, sent to the e-mail address associated with your account profile with shiftED. You shall be paid all sums due and owing through the end of the thirty (30) day notice period consistent with shiftED’s ordinary course of business.

3) Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.

4) If this Agreement is terminated for any reason: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; (b) You shall immediately cease displaying any shiftED Intellectual Property and/or any shiftED trademarks or logos on any Website or otherwise; and (c) all rights granted to You hereunder will immediately cease, including but not limited to Your right to receive any payments of fees or other compensation hereunder, unless otherwise determined by shiftED in its sole discretion.

4. COMPENSATION.

1) COMMISSIONS. Upon acceptance into the Partner Program, You will be assigned one or more unique Partner URLs, which You will use to advertise shiftED. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a shiftED account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. You will be paid a commission for each Sold Account that generates a payment to shiftED, monthly or annually or a one-time program/event registration fee. The Commission amount is calculated as a percentage of pre-tax fees received by shiftED for a Sold Account. Commission payments will be made to You on April 15, July 15, October 15, or January 15, for the Sales from the previous quarterly Sold Accounts, subject to the other terms set forth herein.

2) MINIMUM COMMISSION PAYMENT. Your Commission amount must equal or exceed one hundred ($100) before You receive a payment from shiftED. If Your Commissions for a given quarter are less than $100, Your Commissions will be held until Your Commission equals or exceeds $100.

3) COMMISSION PAID FOLLOWING LEGITIMATE SALE. Commissions are paid only for transactions that actually occur between shiftED and a Sale. If the transaction does not actually occur, or if payment from a Sale is not actually received by shiftED, You will not be paid a Commission on the transaction. If a Sale qualifies for a cancellation policy, Commissions will be deferred to the following quarter. If payment for a Sold Account later results in a refund or charge-back, and if a Commission was paid to You for that Sold Account payment, then the Commission will be deducted from Your future Commissions. If shiftED determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission will be paid for such Sale. If any Commissions are paid for a Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by shiftED after payment, such payment amounts shall be deducted from Your future Commissions.

4) TAXES. You hereby warrant to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Contractor’s business, if any, such as licensing, tax, and other business operation requirements. You shall be solely and entirely responsible for Your own acts and omissions relative to the performance of services under this Agreement, and You shall determine the manner and method of performing such services, and shall set Your own hours in which to perform and complete such services. The parties hereto understand and agree that You are free to perform work in any capacity for other clients of You in Your sole discretion as You see fit, except as may otherwise be prohibited by the non-solicitation and/or confidentiality provisions set forth below.

5) You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions or bonuses You receive from shiftED. shiftED may withhold tax where required to by applicable law. Where shiftED is required to withhold tax, shiftED will document such withholding.

5. MARKETING AND RECRUITING.

1) TRUTHFUL. Anything You communicate in marketing or advertising any shiftED service, opportunity, or product must be true and accurate. Claims that relate to any shiftED service, opportunity, or product that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports shiftED. You may not use the intellectual property of any other person or entity in advertising any shiftED service, opportunity, or product.

2) COMPLIANCE WITH ALL LAWS. In addition to, and without limiting the provisions of this Agreement, You shall perform all of Your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations. Without limiting the foregoing, and by way of example, the Federal Trade Commission in the United States (“FTC”) has guidelines governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of this program, You may receive compensation for referrals made by You to shiftED. This may establish an obligation for You to provide disclosure to consumers. Full compliance with these guidelines requires that You provide consumers with clear and conspicuous information notifying such consumers that You are being compensated for referring potential customers to shiftED. Please refer to FTC guidelines and statements for further information.

3) DISCLAIMER. On any website that You advertise any shiftED service, opportunity, or product, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language: Disclosure: I am not an employee or representative of shiftED Academy Inc. I am an independent shiftED Partner and I receive referral payments from shiftED in this role. All opinions expressed herein are my own and are not official statements of shiftED or any party affiliated with shiftED.

4) NON-DISPARAGEMENT. You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of shiftED, any other customer or partner of shiftED, a shiftED employee or consultant, or shiftED itself.

5) INVENTORY LOADING/REBATES. You will not be paid any Commission for payments made on your own User Account(s). You are not permitted to open a shiftED account under the name of another person or entity, or under a fictitious name. You are not permitted to open a shiftED account under any name merely for the purpose of obtaining Commissions or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. You are not permitted to payments that result from another shiftED Partner's activities, regardless of whether they are an active or inactive Partner. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to shiftED all Commissions or any other compensation earned as a result of any such violation.

6) INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a shiftED Partner can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of shiftED, the following guidelines must be adhered to:

1. 1. Your statements must be completely true and accurate and supported by evidence;

2. 2. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and

3. 3. Your statements must be accompanied by the shiftED income disclosure statement.

6. SHIFTED INTELLECTUAL PROPERTY.

1) All materials, such as text, data, graphics files, videos, and sound files, and other materials contained in the shiftED Website and/or otherwise provided to You by shiftED, are copyrighted unless otherwise noted and are the property of shiftED and/or a supplier to shiftED. No such materials may be used except as provided in this Agreement. All trade names, trademarks, and images and biographical information of people used in those shiftED materials, including without limitation the name “shiftED”, are either the property of, or used with permission by, shiftED. Such materials shall be referred to herein as the “shiftED Intellectual Property”. Use of any shiftED Intellectual Property by You is strictly prohibited unless specifically permitted by shiftED and/or this Agreement. Any unauthorized use of the shiftED Intellectual Property may violate the copyright, trademark, and other proprietary rights of shiftED and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use the shiftED Intellectual Property without the express written consent of shiftED or the third party owner.

2) No shiftED Intellectual Property (or any mark confusingly similar to any shiftED Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.

3) You may use the shiftED logo/mark to advertise shiftED, so long as it adheres to shiftED branding guidelines. Any time You use the shiftED logo/mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for shiftED. Whether Your use of shiftED is confusing will be determined by shiftED in shiftED's sole and absolute discretion.

4) You must include the disclosure identified above in any website, social media site, email, and/or other communication or media you choose to use.

5) You may use only such shiftED Intellectual Property, information, images, photographs, and trademarks as shiftED may expressly authorize in writing.

7. USE OF YOUR NAME AND LIKENESS. You grant shiftED permission to use your name, likeness, biographical information, and any and all photographs and videos and recordings taken by shiftED or its agents or employees, or submitted by You to shiftED (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of shiftED or any product or service sold and marketed by shiftED. You agree that this authorization to use Photographs may be assigned by shiftED to a third party at shiftED's sole discretion. You agree that that the Photographs may be combined with other Photographs, sounds, text, and graphics, and that the Photographs may be manipulated, cropped, altered, or modified at shiftED's sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against shiftED in exchange for this Release and Assignment. You hereby release and forever discharge shiftED from any and all liability and from any damages You may suffer as a result of the use of the Photographs and/or other related materials.

8. PROHIBITED ACTIVITY. shiftED has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

9. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to shiftED’s reputation; and the violation of the rights of shiftED or any third party.

10. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to shiftED’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with global, federal, provincial, state, and local anti-spamming or analogous laws.

11. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.

12. OTHER VIOLATIONS OF SHIFTED TERMS OF USE. Any other acts by you that violate any other terms of use regarding the shiftED Website, your account with shiftED, and/or any other agreement between you and shiftED, including without limitation the shiftED Privacy Policy https://www.shiftedacademy.ca/pages/privacy-policy.

13. INDEMNITY. You agree to defend, indemnify and hold harmless shiftED, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct, acts or omissions. Your indemnity obligation includes, but is not limited to, any third party claim against shiftED for liability for payments for, damages caused by, or other liability relating to, You.

14. NO WARRANTY; NO LEADS. shiftED does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that shiftED will not at any time provide sales leads or referrals to You. Additionally, shiftED’S WEBSITES, OPPORTUNITIES, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SHIFTED MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY SHIFTED WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. SHIFTED MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY SHIFTED WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY SHIFTED WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY SHIFTED WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY SHIFTED WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL SHIFTED’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF ANY COMMISSIONS OR OTHER COMPENSATION PAYMENTS PAID TO YOU FOR THE TWO (2) MONTH PERIOD PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST SHIFTED OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

16. ASSIGNMENT. shiftED may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without shiftED or its assigns express written consent.

17. NOTICE. Any notice required to be given to shiftED under or related to this Agreement shall be in writing, addressed as follows:

1) shiftED e-mail: [email protected]

2) shiftED will send notices to You at the e-mail address You provided to shiftED. Any notices shall be deemed delivered to You when sent by shiftED. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You.

18. MISCELLANEOUS.

18.1 Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

18.2 Publicity and Press Releases. Customer acknowledges and agrees that shiftED may use Your name and likeness as well as any trademark or logo identifying You or your company or your project(s) solely for shiftED's promotional, marketing, or advertising purposes.

18.3 Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the parties to have the intended benefit of their bargain. If it cannot be so reformed it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.

18.4 Assignment. This Agreement may not be assigned or sublicensed by Customer in whole or in part (by contract, merger, operation of law, or otherwise) without the prior written consent of shiftED. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

18.5 No Third-Party Beneficiaries. No person not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.

18.6 Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

18.7 Governing Law/Dispute Resolution. shiftED may modify and/or revise this Agreement from time to time by updating this posting. Customer acknowledges and agrees that Customer shall be bound by any such revisions and that Customer should therefore periodically visit this page to review the then-current terms and conditions to which it shall be bound. The laws of the Province of Nova Scotia shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the provincial and federal courts sitting in Halifax Regional Municipality, Nova Scotia, Canada.

18.8 Force Majeure. Neither party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).

18.9 Entire Agreement. This Agreement, as well as all exhibits and attachments, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, supersedes all other agreements, oral or written, between the parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.

Last Updated: January 7, 2022