This agreement contains the terms and conditions that apply to an individual's or entity's participation in the Kanetix.ca affiliate program.

As used in this agreement, "we" means RATESDOTCA Group Ltd., and "you" means the applicant, "website(s)" means world wide website(s) and, depending on the context, refers either to RATESDOTCA Group Ltd.'s website located at https://quote.rates.ca, or to the website(s) that you will link to our website. "Our program" means the RATESDOTCA Group Ltd. affiliate program.

THIS AGREEMENT is entered into as of the date of sign up, by and between RATESDOTCA Group Ltd. (owner of the Kanetix.ca website), located at 360 Adelaide Street West, Suite 100, Toronto, ON, M5V 1R7 ("Kanetix"), and the individual or entity desiring to participate in the RATESDOTCA Group Ltd. affiliate program. This Agreement supersedes all previous agreements or understandings between the parties with respect to the subject matter herein.

1. Enrollment in the RATESDOTCA Group Ltd. affiliate program:

To begin the enrollment process, you will submit a complete affiliate application via our website. Incomplete applications may cause delays in approval, or may be reason to decline your application. We will notify you of acceptance or decline. We may decline your application if we determine (at our sole discretion) that your website is unsuitable for our affiliate program. Unsuitable websites include, but is not limited to those that:

• Promote violence, pornography or gambling;
• Promote discrimination based on race, sex, religion, nationality, age, disability or sexual orientation;
• Promote illegal activities or activities that are intended to harass or defame anyone;
• Include "Kanetix" or variations or misspellings of Kanetix in their domain names;
• Violate our intellectual property rights or the intellectual property rights of others.

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

2. Our links on your website(s):

Once you have been informed that your website(s) has/have been accepted into our program, we will provide you with text links and graphic links to use to link to our website. To enable accurate tracking, reporting, and fees payable to you, you must use the unmodified links that we provide to link to our website. Any other implementation of the links must be cleared with our affiliate manager 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 we provide, including to the extent that such failure may result in a reduction of fees which would otherwise be paid to you based on this agreement.

3. Permitted activity, restrictions and rules regarding promotion:

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 the word "Kanetix" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Our policy specifically prohibits you from bidding on:

• Any form of our trademarks, "Kanetix", "Kanetix.com" and "Kanetix.ca" or any keyword phrase that includes these terms.
• Misspellings or variations of our trademarks: for example "kanetiks", "kanetics", "kaneticx", etc.;
• Any form of our trademarks or variations or misspellings in connection with a foreign country or other domain name extensions.

(b) Participate in the promotion of our program through indiscriminate or unsolicited commercial emails otherwise known as "spamming";

(c) Lessen or tarnish the value of our trademarks, and/or services. You may not claim that you offer better services than Kanetix, and remain an affiliate partner of RATESDOTCA Group Ltd.;

(d) Misrepresent our Kanetix brand name or our services, including our URL, logos or trademarks;

(e) Cause or enable any quotes to be made that are not in good faith, including, but not limited by, any device, program, robot, Iframe, redirect, hidden frame or by any other means;

(f) 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 the website(s) of any affiliate of ours in a manner that causes or results in a different experience from what was intended by us;

(g) 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 the website(s) of any affiliate of ours resulting in the reduction of any fees or other payments earned by or owing to that affiliate.

(h) Alter any of the links we provide in such a way that they contain harmful programming subroutines such as worms or viruses.

Restrictions on paid search listings:

If you choose to participate in our affiliate programs using pay per click advertising to attract visitors, then you agree to the following guidelines to avoid conflict with our paid search program:

(a) Use of our Trademark(s) in your Ad Copy or display URL requires our written consent.
(b) You may not use the names of any of our competitors in your Ad Copy.
(c) It must be clear that you are not representing yourself to be Kanetix or any of our competitors.
(d) You may not frame our website as a landing page without our express written permission.
(e) You may not create "redirects" or "jump pages" that immediately direct to our website without our express written permission.
(f) Any claims reflected in your copy/advertising must be accurate at any time that your ad is running.

Rules regarding promotion:

A. You may not promote our program via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.

B. You may promote our program through mailings to customers or subscribers to your website, provided that the subscribers have the option to remove themselves from future mailings from you, and provided that you comply with all the applicable laws within your jurisdiction. You are allowed to promote our program via newsgroup postings to newsgroups that welcome and invite commercial messages.

C. You must clearly represent yourself and your website as independent from Kanetix.ca, Kanetix.ca's associated companies, the Kanetix.ca website, and any of RATESDOTCA Group Ltd.'s associated companies' websites.

Additional restrictions:

You may not directly or indirectly offer any person or entity any consideration or incentive, to generate insurance quotes through your affiliate links. If you have questions regarding this policy, please contact our affiliate manager.
Self entry of quote requests is strictly prohibited. RATESDOTCA Group Ltd. will not pay for quotes that are not generated by the consumer. If requests for quotes are entered by you, (or by a representative of you), those 'quotes' will be disallowed.

If we determine, in our sole discretion, that you have offered any person or entity any consideration or incentive to request one or more quotes, we may (without sacrificing any other rights available to us) withhold any fees otherwise payable to you under this agreement and/or terminate our affiliate arrangement with you.

If we, in our sole discretion, determine that you have engaged in any activities that violate any of our rules or guidelines, we may (without sacrificing any other rights available to us) withhold fees otherwise payable to you under this agreement and/or terminate our association with you. If we are required to enforce any of our terms, you will be obligated to reimburse us for any attorneys' fees reasonably incurred to do so.

4. Use of our trademarks:

These guidelines apply to your use of the Kanetix.com™ , Kanetix.ca™ and Kanetix™ trademarks (the "trademarks") in materials which have been provided by RATESDOTCA Group Ltd.

• You may use our trademarks only for the purposes authorized by RATESDOTCA Group Ltd.
• You may not alter our trademarks in any manner.
• You may not display our trademarks in any manner that implies sponsorship or endorsement by RATESDOTCA Group Ltd. beyond your involvement in our affiliate program.
• You may not use our trademarks to diminish or tarnish RATESDOTCA Group Ltd. or its trademarks, its services, or in any manner which, in our reasonable judgment, may damage RATESDOTCA Group Ltd.'s reputation.

You acknowledge that all rights to our trademarks are the exclusive property of RATESDOTCA Group Ltd., and its subsidiaries, and all goodwill generated through your use of our trademarks will be to the benefit of RATESDOTCA Group Ltd. and it's subsidiaries.

5. Quote processing:

We will process quotes made by customers who follow the special links from your website(s) to our website or to our partners website(s). We reserve the right to reject quotes that do not comply with any requirements that we have established or may establish in the future. We will be responsible for all aspects of quote processing and fulfillment. We will track all quotes made by customers who come by way of the links from your website(s), 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.

6. Compensation:

RATESDOTCA Group Ltd. will pay you the following, for visitors you send to us who complete a quote (Quote count is re-set on the first day of each month):

• Auto Insurance - Standard Lead -1-50 per lead = $1.00 USD each, 51-600 per lead = $1.50 USD each, +600 leads - higher payouts available
Preferred Lead - $4 USD per lead
• Home Insurance - $0.60 USD per lead
• Life Insurance - $1.25 USD per lead
• Health Insurance - $0.60 USD per lead
• Motorcycle Insurance - $0.25 USD per lead
• Commercial (Business) Insurance - $1.00 USD per lead

AND, for our emergency medical travel insurance leads:

• $3.00 USD - If at least one person on the quote is 50+ years old AND the trip length is more than 30 days.
• $0.60 USD - For all other emergency medical travel insurance leads.

Method of payment:

Fees earned will be paid on a monthly basis by check or by other means that we may establish in the future. Payment will be made following the end of each calendar month, to all affiliates who have met our minimum payment threshold. Our minimum payment threshold is $50.00 USD. Applicable taxes on commissions earned are entirely your responsibility. If the fees payable to you for any month are less than $50.00 USD, then such payment will accrue until such time as the threshold is reached, or until this agreement is terminated by an affiliate account in good standing or by us. 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 the affiliate manager of our program, or by way of notification from us.

7. Policies:

All consumers who enter quotes through this program will be deemed to be customers of RATESDOTCA Group Ltd. Accordingly, all Kanetix rules, policies, and operating procedures concerning these consumers will apply.

We may change our policies, fees paid and operating procedures from time to time. It is your responsibility to stay up to date with our policies by visiting this web page periodically. If you do not agree with any changes we may make, your recourse will be to terminate your participation in our program. If you decide to no longer participate in our program, 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 must inform our affiliate manager by email, so that your account can be cleared.

We will use all reasonable efforts to present a fully functional service to our visitors and affiliates, but we cannot guarantee the availability at all times of any particular service or offering.

8. Limited license:

RATESDOTCA Group Ltd. grants to you a non-exclusive, non-sub-licenceable licence , revocable right to use the graphic images, links and text provided by us, solely for the purpose of participating in our affiliate program and generating quotes. You may not modify the graphic images without our written permission. We reserve all of our rights regarding our graphic images, our trademarks, trade names, and all of our other intellectual property rights. We may revoke your license at any time by serving you notice.

In addition, we grant to you a non-exclusive, non-sub-licenceable, worldwide right to reproduce our graphic images and other media that we provide to you, for the purpose of creating links connecting your website(s) to our website to generate quotes. Images and media cannot be used in any form other than the form provided by us unless we agree to it in writing.

9. 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).

You are solely responsible for:

• The technical operation of your website(s) and all related equipment;
• Implementing and maintaining the links to our website;
• 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, trademarks, privacy, or other personal or proprietary rights.

10. Representations and warranties:

You hereby represent and warrant to us 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 trademarks, names and logos and have the right and power to use such in the manner outlined in this agreement. Your use of such trademarks, names and logos do not infringe upon any trademark(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. To the best of your knowledge, 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 trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding in the future.

11. Term of this agreement:

The term of this agreement will begin upon our acceptance of your application and will end when terminated by either party. 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 our trademarks or logos, and all other materials provided by us to you in connection with our affiliate program. You are only eligible to earn fees on qualifying quotes during the term of this agreement.

12. Modification:

We may decide to modify the terms and conditions of this agreement from time to time and in our sole discretion. If we do so, we will notify affiliate program participants via email or by posting a change notice or by posting a new affiliate agreement on our website. It is your responsibility to check the Kanetix.ca website from time to time to make sure that you are aware of any changes that may have been posted. Modifications may include, changes in payable fees, payment procedures, and our affiliate program rules. If any change is unacceptable to you, your recourse shall be to terminate your participation in our program. If there are funds owing to you which have not met our payment threshold limits, you must advise our affiliate manager of your decision to terminate participation in our program, in order that he/she can make final payment (if any) and close your account. Your continued participation in our program following the posting of a change notice or new agreement on our website will constitute your acceptance of the change(s) we have made.

13. Independent contractors:

You and RATESDOTCA Group Ltd. are independent contractors. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and RATESDOTCA Group Ltd. You do not have permission to make or accept any offer on behalf of RATESDOTCA Group Ltd., and you are not allowed to make any statements, whether on your website(s) or elsewhere, that contradict this affiliate agreement.

14. Limitation of liability:

We will not be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data arising in connection with our affiliate program, even if we have been advised of the possibility of such, or had direct or imputed knowledge of the possibility of such damages or loss in advance. Furthermore, our aggregate liability arising with respect to this agreement and our affiliate program will not exceed the total fees paid or payable to you under this agreement for the previous three (3) months.

You hereby agree to indemnify and hold harmless RATESDOTCA Group Ltd. and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, losses, damages, liabilities, judgments, settlements, costs, and expenses insofar as such occurs as a result of participation in any aspect of our affiliate program.

15. Disclaimer:

We make no express or implied warranties or representations with respect to our program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties). We make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Choice of law and arbitration:

This agreement will be governed by the laws of the Province of Ontario, Canada, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the Provincial courts located in Toronto, Ontario, and you irrevocably consent to the jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement. If any term, clause or provision of this agreement shall be deemed invalid or unenforceable for any reason, the remainder of this agreement shall remain valid and enforceable in accordance with its terms.

The construction and interpretation of this agreement shall not be strictly construed against the drafter. The terms of this provision shall survive the termination of this agreement.

Any disagreements, disputes, actions, causes of action or other claims arising out of or in connection with the provisions of this agreement which cannot be settled by mutual agreement shall be finally settled by arbitration in Ontario, Canada by a mutually agreed upon arbitrator. The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to the principles of conflicts of laws thereof.

17. Independent investigation / evaluation:

You acknowledge that you have read this agreement and you 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 our affiliate program and decided to apply in order to participate. You are not relying on any representation other than as set forth in this agreement.