SHARE RESULTS AFFILIATE TERMS OF USE AGREEMENT

We are changing our terms and conditions (the "Terms and Conditions") for the Share Results Affiliate Program (the "Program" or the "Affiliate Program") effective immediately. New Affiliates will be immediately bound by these Terms and Conditions upon sign-up to the program. Existing affiliates agree to be bound by these new Terms and Conditions by continuing to be a member of the Affiliate Program. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MUST TERMINATE THIS CONTRACT IN ACCORDANCE WITH CLAUSE 7 BELOW.

Please read these Terms and Conditions carefully to ensure that you understand them, as these Terms and Conditions form a legally binding contract between you and Share Results (the "Agreement"). By registering for the Affiliate Program, you are deemed by us to have understood and accepted these Terms and Conditions. Additionally, by accessing and utilizing any of Share Results` marketing tools (the "Marketing Tools") or accepting any reward, bonus or commission, whether contained in this Agreement or elsewhere on the Share Results website, you have agreed to be bound by all of the Terms and Conditions set out in this Agreement. In these Terms and Conditions, Share Results is referred to as "we", "us", "our", "Share Results" or "SR", any company that has contracted with Share Results to promote their website or product is referred to as the "Merchant" and an affiliate is referred to as "you" or "Affiliate". Share Results may modify any and/or all of these Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions on its website at: http://www.shareresults.com (the "Share Results Website") and by notifying the Affiliates of the modifications by email notice. IF YOU DO NOT AGREE WITH ANY MODIFICATIONS TO THE TERMS AND CONDITIONS, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF NEW TERMS AND CONDITIONS WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGES.

1. DEFINITIONS

1.1 "Affiliate ID" - the Affiliate identification supplied by Affiliate to Share Results for use in the Affiliate Program;

1.2 "Affiliate Website" - the website(s) controlled and/or operated by the Affiliate, together with any Affiliate co-branded website(s);

1.3 "Affiliate Program Website" - the Share Results Website;

1.4 "Applicant" - an individual or entity who applies to become an Affiliate;

1.5 "Confidential Information" - i) information marked as "confidential" by the disclosing party; or ii) information which a reasonable person would identify as "confidential" by the nature of its content;

1.6 "Creatives" - Marketing material used to generate transactions.

1.7 "Drive by Installation" - a program that is downloaded or installed without the Consumer requesting such download or installation;

1.8 "Merchant Insolvency event" - A Merchant Insolvency Event occurs when: a) Merchant ceases to carry on its business or any material part thereof; or b) Merchant suspends or discontinues its business, liquidates or sells all its assets or a substantial part thereof in connection with an insolvency related event, makes an assignment for the benefit of its creditors, becomes, or admits in writing that it is unable to pay its debts as they mature or becomes insolvent; or c) any bankruptcy, reorganization, moratorium, insolvency or similar proceedings for the relief of financially distressed debtors are instituted by or against Merchant; or d) a receiver, liquidator or other third party is appointed over Merchant`s assets or business; or e) winding-up, dissolution or liquidation (judicial or non-judicial) proceedings are initiated by Merchant.

1.9 "Merchant Material" - Merchant`s Creatives, trade name, website name and other related material;

1.10 "Merchant Program" - The online marketing system provided by Merchants;

1.11 "Merchant Website" - The website(s) controlled and/or operated by any Merchant in the Affiliate Program;

1.12 "Link(s)" - any interface screens, banner ads,widgets, product feeds or hypertext links linking one webpage to another webpage;

1.13 "ParasiteWare" and "Parasitic Marketing" - an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a Qualifying Link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, Bing and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Merchant site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application;

1.14 "Visitors" - Any user of the Affiliate Website who Affiliate directs, or attempts to direct to any Merchant Website.

2. ENROLLMENT

2.1 To begin the enrollment process to become an Affiliate in the Affiliate Program, you must read this Agreement and then submit an application on the Share Results Website.

2.2 Share Results will evaluate your application and then notify you as to whether or not your application is accepted. Share Results reserves the right to accept or reject your application for any reason.

2.3 Share Results will reject your application if we determine, in our sole discretion, that your website is unsuitable for any reason, including, but not limited to, websites that are under construction, improperly aimed at children, promote violence, promote discrimination in any form including discrimination based on religion, race, sex, nationality, disability, sexual orientation or age, promote illegal activities or violate intellectual property rights.

2.4 Once you are accepted into the Affiliate Program, you must then still apply to individual Merchants in order to be accepted as an affiliate in a Merchant`s Program. Acceptance into the Affiliate Program does not mean that you become an Affiliate of the Merchant`s Program.

2.5 By checking the box below, you are agreeing to these Terms. If you are applying to participate in the Network on behalf of a company or other entity, you warrant that you have the authority to bind that company to these Terms. You warrant that you are over the age of 18. If you are not willing to be bound by these Terms, you should not apply to join the Network.

3. OBLIGATIONS OF THE AFFILIATE

3.1 The Affiliate must provide true and complete information to Share Results when applying and/or registering for the Affiliate Program and must promptly update any information if and when it changes.

3.2 The Affiliate must display Share Results Creatives on the Affiliate Platform as a Link to direct Visitors from the Affiliate Platform to Merchant Website(s) using distinct URLs supplied by Share Results exclusively for linking. For the purposes of this subclause, Affiliate Platform includes, but is not limited to Affiliate Website, e-mail, telephone, mobile and television.

3.3 Affiliate must cooperate fully with Share Results in order to establish and maintain the Links between the Affiliate Website and the Share Results Website and the Merchant Website. The graphics and/or text associated with the Links to the Share Results Website and the Merchant Website will be updated periodically and it is Affiliate`s responsibility to update the Affiliate Website accordingly.

3.4 Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Share Results in order to ensure proper tracking.

3.5 The Merchant`s Creatives shall be displayed prominently on the Affiliate Website, and if the Affiliate displays or makes accessible to Visitors any descriptive information regarding any vendors whose Creatives are displayed on the Affiliate Website, the Affiliate shall, subject to Share Results` written approval of the content thereof, include similar descriptive information regarding the Merchant`s Website(s).

3.6 To the extent that database or copyright licenses are required to use the data and/or information appearing on the Affiliate Website(s), the Affiliate must, at all times, have in place all licenses required to use such data and/or information.

3.7 The Affiliate must not take any action that could reasonably confuse any Visitor as to the Affiliate`s relationship with Merchant and/or Share Results.

3.8 Affiliate agrees to provide necessary individual and/or business information for Merchant tax purposes, whether Merchant is located in the same or a different country than Affiliate.

4. GRANT OF RIGHTS

4.1 Share Results and Merchant(s) grant to the Affiliate the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement to use the Share Results Creatives and the Merchant Material on the Affiliate Website for the purposes outlined in this Agreement.

4.2 Share Results and Merchant(s) authorize the Affiliate to advertise and promote their respective products and/or promotional material provided that the copyrights of promotions may not be modified or misrepresented by the Affiliate.

4.3 Share Results and Merchant(s) additionally authorize Affiliate to refer, in Affiliate`s advertising and promotions, to the fact that Share Results and Merchant Websites are accessible through the Affiliate Website provided that any such statement does not:

a. Include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Share Results or Merchant, other than Share Results or Merchant Website name(s) in a non-distinctive typeface (specifically not the typeface used in the logo design of any Share Results or Merchant mark);

b. State, suggest, or imply, by the wording or prominence of such statement or otherwise, that Share Results or Merchant sponsors, authorizes and/or is the source of origin of the Affiliate Website; and/or

c. Disparage Share Results or Merchant, its products, services or other affiliates.

4.4 Any use of the Share Results or Merchant Materials shall inure to the benefit of Share Results and/or Merchant and shall not create any rights, title or interest in them for Affiliate.

4.5 Share Results and Merchant own, and shall continue to own exclusively, all right, title and interest in and to their respective Materials and all names, trademarks, service marks, design marks, symbols and/or indicia of origin therein throughout the world and in perpetuity, subject only to the permissions granted in this Agreement.

4.6 Affiliate grants Share Results the right to monitor the Affiliate Website in order to ensure the Affiliate`s compliance with these Terms and Conditions.

4.7 Share Results shall have the right to demand changes to the Affiliate Website, if Share Results determines that Affiliate is not in compliance with these Terms and Conditions or Merchant Terms and Conditions and reserves the right to terminate this Agreement should any Affiliate fail to comply with said Terms and Conditions.

4.8 Share Results shall have the right to remove Links after termination of this Agreement and/or to modify or replace any expired promotional Links with alternate Links.

4.9 Affiliate grants Share Results the right to utilize any trademarks, service marks, trade names and/or copyrighted material that the Affiliate provides to Share Results through the Affiliate Program. Share Results will, however, seek permission from Affiliate before publishing Affiliate`s name or logo on the Share Results website or on other Marketing Materials.

5. INTELLECTUAL PROPERTY, SPAM, TRACKING CODES AND COOKIES

5.1 Affiliates must not "spam" and/or use unsolicited email. If Share Results reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited email, Share Results, may, in its sole discretion, immediately terminate such Affiliate`s participation in the Affiliate Program.

5.2 Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Merchant`s Website and the Affiliate will always remain responsible for the quality and origin of that traffic. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to a Merchant, Share Results may, in its sole discretion, immediately terminate such Affiliate`s participation in the Affiliate Program.

5.3 Affiliate may not transmit any so-called "interstitials," "ParasiteWare," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations/Add ons," "Shopping Wallets" or "deceptive pop ups/unders" to Consumers from the time the Consumer clicks on a Qualifying Link until such time as the Consumer has fully exited a Merchant`s site (i.e., no page from Merchant`s site or any Merchant content or branding is visible on the Consumer`s screen. Any violation of this subclause may result in Share Results, at its sole discretion, terminating Affiliate`s participation in the Affiliate Program.

5.4 Affiliate may not initiate or cause in any way a "Drive by Installation" on a Visitor`s computer. Any violation of this subclause may result in Share Results, at its sole discretion, terminating Affiliate`s participation in the Affiliate Program.

5.5 Affiliate may not automatically set tracking cookies on the Visitor`s computer in any way (i.e. only direct clicks on a Qualifying Link by a site visitor may be used as a way to initiate the creation or overwriting of a tracking cookie). Any violation of this subclause may result in Share Results, at its sole discretion, terminating Affiliate`s participation in the Affiliate Program.

5.6 Affiliate may not use pop ups/unders to set or overwrite a commission tracking cookie, deceive the Visitor or redirect the Visitor from a Merchant site at any time or for any purpose. Pop ups/unders must be free of any kind of link. Any violation of this subclause may result in Share Results, at its sole discretion, terminating Affiliate`s participation in the Affiliate Program.

5.7 If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to a Merchant`s Website, Share Results may issue a written warning to Affiliate, notifying the Affiliate of the questionable traffic. If, after one (1) written warning the Affiliate still directs traffic of a questionable quality and/or origin to a Merchant`s Website, Share Results may, in its sole discretion, immediately terminate such Affiliate`s participation in the Affiliate Program.

5.8 If any Merchant incurs expenses as a result of an Affiliate`s spamming activity, these expenses will be deducted from the Affiliate account with proper documentation of such expenses from Merchant to Share Results. Should an Affiliate not have sufficient funds in its Affiliate account to pay for such expenses, Share Results reserves the right to invoice the Affiliate to cover such expenses and, if necessary, to file a claim for any such unpaid expenses.

5.9 Affiliates are not permitted to copy any other affiliate`s website. Share Results reserves the right to suspend and/or terminate an Affiliate`s participation in the Affiliate Program if they are found to have copied another affiliate`s website.

5.10 Share Results is not responsible if Merchant or Affiliate modifies Share Results supplied tracking codes. Merchant and Affiliate are solely responsible for ensuring that Share Results tracking codes are not tampered with, altered or impaired in any way.

5.11 Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all Visitors.

5.12 Share Results is not responsible for:

a. Affiliates who modify the tracking code provided by the Share Results system. Any modification to the tracking code may result in an Affiliate`s traffic not being tracked correctly and subsequently errors in the calculation of commissions; or

b. Affiliates who do not comply with relevant privacy and/or electronic communications acts or directives in their country of operation. Failure to comply with any such act could result in penalties to Affiliate and Share Results specifically disclaims any liability for any such penalty.

6. CONFIDENTIAL INFORMATION AND RECEIPT OF INFORMATION

6.1 Share Results shall treat all information submitted by Affiliate as confidential, except as otherwise provided within this Agreement.

6.2 Affiliate shall keep all information disclosed to it by Share Results relating to Share Results` business as confidential unless one of the exceptions stated in clause 6.3 applies.

6.3 The confidentiality obligations of either party shall not apply to the following information:

a. Any information which comes into the recipient party`s possession (from someone other than the disclosing party) with no obligation of confidentiality attached;

b. Any information which is disclosed with the prior approval of the disclosing party; or

c. Information which is either in the public domain or comes into the public domain through no act or omission of the party receiving the confidential information.

6.4 Affiliate expressly understands that by signing up to the Affiliate Program, Affiliate agrees to receive material from Share Results via email, telephone, instant messenger platforms, Facebook, Linkedin, Twitter or other social media platforms, regular post and/or Share Results` internal communication systems. Messages may include system maintenance information, promotional offers and/or Merchant news.

6.5 Affiliate may opt out of receiving communication from Share Results, however, neither Share Results nor Merchant will be held responsible for any damage that may occur due to Affiliate opting out of receiving Share Results communication.

6.6 Affiliate agrees that by joining a Merchant Program, Share Results will send to that Merchant reports which may identify the Affiliate and may include data regarding the Affiliate and the Affiliate`s Links and how traffic was sent to the Merchant`s e-commerce platform, including, but not limited to, referring URL, IP address and affiliate custom information in the tracking pixel.

6.7 If Share Results receives notification from a Merchant that an Affiliate`s information is incorrect or otherwise requires adjustment, Share Results reserves the right to make any changes to Affiliate`s account or report. Affiliate expressly consents to allowing Share Results to make any such adjustment, even if such an adjustment modifies the amount of compensation received by Affiliate.

6.8 Affiliate acknowledges that Share Results relies on data provided by Merchants in order to perform its services. Share Results is not obligated to confirm and does not warrant or guarantee the accuracy, truth or completeness of any data provided by Merchants.

6.9 In the case of a perceived Merchant tracking error, Affiliate agrees to promptly report any such error to Share Results or Merchant, in writing, within ten (10) business days. Affiliate agrees to then make all reasonable efforts to resolve any such dispute with Merchant. Affiliate agrees that Share Results shall have no obligations and incur no liability with respect to any such dispute.

6.10 Merchant is responsible, in its sole discretion, for approving any and all transactions in the Merchant Program and reserves the right to decline a transaction if it deems said transaction unsuitable.

7. TERM AND TERMINATION

7.1 This Agreement shall take effect from when the Affiliate accepts these Terms and Conditions and shall continue until terminated in accordance with the provisions of this clause 7.

7.2 Affiliate may terminate this Agreement, with or without cause, immediately on written notice provided to Share Results and sent by email.

7.3 Share Results may terminate this Agreement, with or without cause, immediately on written notice provided to the Affiliate and sent by email.

7.4 If an Affiliate does not generate any registrations for Merchants for greater than a twelve (12) month period, Share Results may terminate this Agreement with or without notice to Affiliate.

7.5 Share Results may suspend or terminate an Affiliate`s participation in the Affiliate Program in order to investigate any activities of the Affiliate that may be in breach of these Terms and Conditions. Payment to an Affiliate during a period of suspension will also be suspended.

7.6 Upon termination:

a. Affiliate must remove the Share Results and/or Merchant Creatives from the Affiliate Website and disable any Links to the Merchant Website or the Share Results Website;

b. All rights and licenses given to Affiliate pursuant to this Agreement shall immediately terminate;

c. Affiliate will be entitled only to unpaid fees, if any, earned by Affiliate prior to the date of termination. Affiliate will not be entitled to any fees earned after the date of termination;

d. If Affiliate has violated any of these Terms and Conditions, Share Results reserves the right to withhold any fees owed;

e. Affiliate must return any Confidential Information to Share Results and cease to use any trademarks, trade names, service marks and/or logos of Merchants; and

f. Both parties will be released of any and all obligations to each other occurring on or after the date of such termination, except with respect to those obligations which, by their nature, are designed to survive termination. Termination will not relieve Affiliate of liability for any breach of this Agreement.

7.7 In the event of a Merchant Insolvency Event, if Merchant has not remunerated Share Results for its services, Share Results reserves the right to retain any funds received from Merchant to compensate for Share Results services, prior to any distribution of Affiliate payments, if any.

8. PAYMENT OF COMMISSIONS

8.1 Commissions are issued monthly by the 15th calendar day of the month.

8.2 Commissions generated across all Merchant Programs in the Affiliate Program are consolidated and paid once the minimum monthly threshold is reached. This minimum monthly threshold is the following:

Method: Wire transfer CAN500 /USD500
Method: Check CAN75 / USD60
Method: Paypal CAD25 / USD20


8.3 Affiliates must select their payment method during the registration process. Updating said payment information can be done by logging in to their Affiliate account and updating the "Payment Details" section from the "Account" menu.

8.4 The account information displayed in the Share Results Network is final and no other tracking or commission reporting will be used to determine the commission owed to Affiliates. 8.5 Merchant is responsible to ensure that all commissions are paid to Affiliates. Share Results will pay commissions to Affiliates if and when it has received funds from the Merchant. Any unpaid balance will be rolled over until the next month until such time as the Merchant sends the balance of funds to Share Results.

8.6 Share Results is not responsible for any Merchant defaulting on their payment obligations. Affiliate payment is solely the responsibility of Merchant.

8.7 Affiliate will only begin to accrue commissions in his/her account once Merchant approves the transactions and commissions earned by Affiliate.

8.8 Any exchange rates are based on the prevailing Bank of Canada rate on the date that Affiliate requests payment.

8.9 Share Results reserves the right to withhold any fees that have been generated as a result of fraudulent or dishonest practices undertaken by the Affiliate.

9. LIMITATION OF LIABILITY

9.1 Except as expressly provided herein, Share Results does not warrant that the Share Results Website or the Affiliate Program will perform in the manner expected or without interruption, error or defect, or that any revenue to Affiliate will result from the activities contemplated in this Agreement. Except as expressly set forth in this Agreement, Share Results makes no warranty of any kind, express or implied, including warranties of fitness for a particular purpose or merchantability. 9.2 Affiliate acknowledges that Share Results does not advocate or endorse the purchase or the use of any services offered by Merchant through Merchant Websites or through Merchants` software, nor does it guarantee the quality, fitness, or results of any such service or Merchants` compliance with any laws and/or regulations.

9.3 Share Results will not be liable to Affiliate (nor to any other person or third party) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including, but not limited to, lost revenue or profits, loss of business, or loss of data, arising out of this Agreement, regardless of whether Share Results was advised or had other reason to know of the possibility thereof.

9.4 It is Affiliate`s sole responsibility to declare any taxes (including GST) from Affiliate`s profits according to their home country`s regulations.

9.5 It is solely the responsibility of Merchant to pay Affiliates and Share Results is not responsible for the actions or inactions of Merchants with regard to payment. Any dispute regarding commission payments is solely between Merchant and Affiliate, and Share Results remains an uninterested third party to any such dispute.

10. INDEMNITY

10.1 Affiliate agrees to release, indemnify, and hold Share Results, its contractors, agents, servants, employees, shareholders, officers, directors, legal representatives and third party beneficiaries harmless from all liabilities, damages, claims of third parties and expenses (including attorney`s fees) relating to or arising under this Agreement and in connection with:

a. Affiliate`s use of the Affiliate Program, including, but not limited to, Affiliate, or someone under the control of Affiliate`s misuse of any intellectual property or breach of other proprietary right of any third party;

b. The breach or non-compliance of Affiliate of any laws and/or regulations; or

c. Any fraud, misrepresentation or other dishonest behavior by Affiliate;

11. MISCELLANEOUS

11.1 Assignment - Affiliate may not assign this Agreement or any of the rights contained herein or delegate any of its duties under this Agreement, without the express written consent of Share Results. Any purported assignment or delegation without such required consent shall be null and void.

11.2 Notice - Any notice, request or other communication hereunder in connection with this Agreement must be e-mailed to the other party. Notice to Share Results should be mailed through the Share Results Website, while notice to Affiliate must be through the email address the Affiliate supplies upon registration.

11.3 Relationship of Parties. Share Results and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate agrees not to make any statement that could reasonably cause any confusion as to the relationship between Affiliate and Share Results.

11.4 Severability. Each party agrees that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

11.5 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein. Affiliate irrevocably consents to the jurisdiction of the courts of Quebec, district of Montreal.