Please READ Carefully by purchasing this product you (herein referred to as “Client”) agrees to the follow terms stated herein.

PROGRAM/SERVICE

 

North Results Inc Inc.(herein referred to as “North Results Inc” or “Company”) agrees to provide Program, "TME (previously known as “TRIBE”) (herein referred to as “Program) identified in online commerce shopping cart. Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.

 

DISCLAIMER

 

Client understands Stu McLaren (herein referred to as “Consultant”) and North Results Inc, is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, or financial analyst, psychotherapist or accountant. Client understands that Consultant has not promised, shall not be obligated to and will not; (1) procure or attempt to procure employment or business or sales for Client; (2) Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counselling or behavioral therapy; (4) act as a public relations manager (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; (6) introduce Client to Consultant’s full network of contacts, media partners or business partners. Client understands that a relationship does not exist between the parties after the conclusion of this program. If the Parties continue their relationship, a separate agreement will be entered into.

 

CONFIDENTIALITY

 

The Company respects Client’s privacy and insists that Client respects the Company’s and Program Participants (herein referred to as “Participants”). Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by Program participants or any representative of the Company is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the forum or otherwise. Client agrees not to use such confidential information in any manner other than in discussion with other Participants during Program. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Client agrees not to violate the Company’s publicity or privacy rights. Furthermore Client will NOT reveal any information to a third party obtained in connection with this Agreement or Company’s direct or indirect dealings with Client including but not limited to; names, email addresses, third-party company titles or positions, phone numbers or addresses. Additionally, Consultant will not, at any time, either directly or indirectly, disclose confidential information to any third party. Further, by purchasing this product you agree that if you violate or display any likelihood of violating this session the Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.

 

NO TRANSFER OF INTELLECTUAL PROPERTY

 

North Results Inc’s program is copyrighted and original materials that have been provided to Client are for Client’s individual use only and a single-user license. Client is not authorized to use any of Company’s intellectual property for Client’s business purposes. All intellectual property, including Company’s copyrighted program and/or course materials, shall remain the sole property of the North Results Inc. No license to sell or distribute Company’s materials is granted or implied. By purchasing this product, Client agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by the Company is confidential and proprietary, and belongs solely and exclusively to the Company, (3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion with the Company. Further, by purchasing this product, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this paragraph, the Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

 

 

CLIENT RESPONSIBILITY

 

Program is developed for strictly educational purposes ONLY. Client accepts and agrees that Client is 100% responsible for their progress and results from the Program. Company makes no representations, warranties or guarantees verbally or in writing. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. Client acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that Client will reach their goals as a result of participation in the Program. Program education and information is intended for a general audience and does not purport to be, nor should it be construed as, specific advice tailored to any individual. Company assumes no responsibility for errors or omissions that may appear in any program materials.

 

INDEPENDENT CONTRACTOR STATUS

 

Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.

 

FORCE MAJEURE

 

In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Company to perform its obligations under this Agreement, the Company’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

 

SEVERABILITY/WAIVER

 

If any provision of this Agreement is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

 

MISCELLANEOUS

 

LIMITATION OF LIABILITY. Client agrees they used Company’s services at their own risk and that Program is only an educational service being provided. Client releases Company, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs. Client accepts any and all risks, foreseeable or unforeseeable. Client agrees that Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrolment in the Program. Company assumes no responsibility for errors or omissions that may appear in any of the program materials.

 

NON-DISPARAGEMENT.

 

The Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

 

ASSIGNMENT.

 

Client may not assign this Agreement without express written consent of Company.

 

MODIFICATION.

 

Company may modify terms of this agreement at any time. All modifications shall be posted on the North Results Inc’s website and purchasers shall be notified.

 

TERMINATION.

 

Company is committed to providing all clients in the Program with a positive Program experience. By purchasing this product, Client agrees that the Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund or forgiveness of monthly payments if Client becomes disruptive to Company or Participants, Client fails to follow the Program guidelines, is difficult to work with, impairs the participation of the other participants in the Program or upon violation of the terms as determined by Company. Client will still be liable to pay the total contract amount.

 

INDEMNIFICATION.

 

Client shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or wilful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Client recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company. In consideration of and as part of my payment for the right to participate in North Results Inc Programs, the undersigned, my heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge North Results Inc and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs.

 

RESOLUTION OF DISPUTES.

 

If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against Company must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of Client, Client is responsible for any and all arbitration and attorney fees.

 

EQUITABLE RELIEF.

 

In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction.

 

NOTICES.

 

Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by fax or email. Email: help[at]themembership[dot]site. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States of America.

Earnings disclaimer: Every effort has been made to accurately represent this product and its potential.

This site and the products offered on this site are not associated, affiliated, endorsed, or sponsored by Facebook/Meta, nor have they been reviewed tested or certified by Facebook.

 

There is no guarantee that you will earn any money using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas and techniques. We do not position this product as a “get rich scheme.”

 

Any claims made of actual earnings or examples of actual results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time you devote to the program, ideas and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level. Nor are we responsible for any of your actions.

 

Materials in our product and our website may contain information that includes or is based upon forward-looking statements within the meaning of the securities litigation reform act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance.

 

Any and all forward looking statements here or on any of our sales material are intended to express our opinion of earnings potential. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to ours or anybody else’s, in fact no guarantees are made that you will achieve any results from our ideas and techniques in our material.

 

Our Minimum Guarantees Unless otherwise noted, all products come with an 60 day guarantee. Longer conditional guarantees may apply, so check the sales material at the time of your order for details.

 

If you do not understand or agree with any of these conditions, please do not order this material. If you require further clarification, please contact team@northresults.com.

NORTH RESULTS INC.

AFFILIATE AGREEMENT AND TERMS OF SERVICE

Governing the TME Partner Program

Updated: August 20th 2026

THIS AGREEMENT IS MADE BETWEEN:

NORTH RESULTS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the “Corporation”)

-and-

YOU, the potential affiliate of the Corporation, (hereinafter referred to as the “Affiliate”)

WHEREAS the Corporation develops, markets, and sells “The Membership Experience™” (“TME”) and its companion offering “TME+”, along with related training, coaching, and educational products and services (collectively, together with the Corporation’s other current and future offerings, the “Products”);

AND WHEREAS the Corporation has established a program for affiliates to promote the Products in consideration for commission-based payment (the “Affiliate Program”, also referred to as the “TME Partner Program”);

AND WHEREAS this Affiliate Agreement (the “Agreement”) sets forth the terms and conditions pursuant to which the Corporation may engage the Affiliate under its Affiliate Program to provide and perform the Services, including without limitation the promotion of TME, TME+, and the Corporation’s other current and future offerings;

NOW THEREFORE the Corporation and Affiliate (each a “Party” and collectively, the “Parties”) hereby agree, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), that the terms and conditions of the Agreement are as follows:

ARTICLE 1 – AFFILIATE PROGRAM AND SERVICES

1.1 Affiliate Program Application and Acceptance.

To participate in the Affiliate Program, the Affiliate shall complete and submit the Affiliate Program Application (the “Application”) to the Corporation via the online form accessible at: tmepartner.com

The Corporation will evaluate the Affiliate’s Application and will notify the Affiliate by email as to its decision respecting the Affiliate’s acceptance or rejection into the Affiliate Program. It is acknowledged and agreed by the Parties that the Corporation may reject the Affiliate’s Application in its sole discretion, and the Corporation is not obligated to provide the Affiliate with reasons for rejection, if applicable. The Affiliate represents and warrants that all information provided in the Application will be accurate in all respects. If accepted into the Affiliate Program, the Affiliate will be notified by email regarding his or her or its login credentials with respect to the Corporation’s affiliate tracking portal (the “Portal”). The Parties acknowledge and agree that this Agreement is conditional on the Affiliate’s acceptance into the Affiliate Program, failing which this Agreement shall be null and void.

1.2 Eligibility.

To be eligible to participate in the Affiliate Program, the Affiliate represents and warrants that he or she or it:

1. is at least eighteen (18) years of age, or the age of majority in the Affiliate’s jurisdiction of residence, whichever is greater;
2. has the legal capacity to enter into this Agreement;
3. will maintain only one (1) Affiliate account, unless the Corporation expressly approves additional accounts in writing; and
4. is not, at the time of application, an existing Customer (as defined below) who is seeking to enroll in a Product using his or her or its own Affiliate link or Commission-tracking mechanism.

The Corporation reserves the right to suspend or terminate any Affiliate account that it determines, in its sole discretion, does not meet or has ceased to meet the foregoing eligibility requirements.

1.3 Services.

The Services that are to be provided by the Affiliate are set out in Schedule “A” to this Agreement. Such Services may be amended by the Corporation from time to time in its sole discretion. The Services shall be performed to the satisfaction of, and are subject to, the authority and direction of the Corporation. The Affiliate shall faithfully and diligently perform the Services and the Affiliate’s duties, and agrees not to do anything which would be or could conceivably be detrimental or prejudicial to the interests of the Corporation. Unless otherwise specified by the Corporation, the Affiliate shall be responsible for providing all tools and/or equipment as are necessary to perform the Services and the Affiliate’s obligations under the Agreement. All contacts and leads generated by the Affiliate, including but not necessarily limited to contact lists and potential customer lists that are developed by the Affiliate in carrying out the Services, shall promptly be delivered to the Corporation and shall immediately become the property of the Corporation.

ARTICLE 2 – TERM AND TERMINATION

2.1 Term.

This Agreement shall commence on the date that this Agreement is accepted by the Affiliate at the website specified in Section 1.1 above, and shall continue indefinitely thereafter (the “Term”), unless terminated by either Party in accordance with Section 2.2.

2.2 Termination.

Either Party may terminate this Agreement at any time by providing the other Party with written notice thereof. Upon the termination of this Agreement, the Affiliate acknowledges and agrees that he or she or it shall immediately cease his or her or its provision of the Services and use of the Corporation’s materials and intellectual property. The Affiliate further acknowledges and agrees that he or she or it shall not be entitled to any further payment from the Corporation upon the termination of this Agreement, save and except for any payment for Services rendered pursuant to Section 3.1 that have accrued and are outstanding as at the date of termination of the Agreement, and remain otherwise eligible for payment under Article 3.

2.3 Suspension.

In addition to its termination rights under Section 2.2, the Corporation may immediately suspend the Affiliate’s access to the Portal and withhold any unpaid Commission pending investigation where the Corporation reasonably suspects a breach of this Agreement, including but not limited to a suspected violation of Section 3.2. Suspension under this Section is not, by itself, a termination of this Agreement, and the Corporation shall notify the Affiliate of the outcome of its investigation within a reasonable time.

2.4 Non-Disparagement.

During the Term and upon the termination of this Agreement for any reason, the Affiliate agrees not to disparage the Corporation, its affiliates or their respective directors, officers, shareholders, employees, products or services, in a manner that negatively impacts the reputation of Corporation, its affiliates or their respective directors, officers, shareholders, employees, products or services. The Affiliate agrees that his or her or its failure to abide by this provision shall entitle the Corporation to immediately cease making any outstanding payments due to him or her or it that may be payable pursuant to this Agreement, or to seek damages, without limiting any other rights the Corporation may have at law or in equity. The Affiliate acknowledges that this provision shall survive the termination of this Agreement.

2.5 Return of Property.

All documents, materials, data, property and programs (and all copies of any of the foregoing) pertaining to the activities, products or services of the Corporation or its respective affiliates received by the Affiliate, shall be promptly returned to Corporation upon the termination of this Agreement. In addition, all contacts and leads, including but not necessarily limited to contact lists and potential customer lists that are developed by the Affiliate in carrying out the Services, shall be promptly provided to the Corporation upon the termination of this Agreement to the extent that they have not already been delivered to the Corporation pursuant to Section 1.3. The Affiliate acknowledges and agrees that he or she or it shall have no right, title, or interest in or to any work product developed by him/her/it relating to the Services or to this Agreement, or relating to the Confidential Information (as defined below). The Affiliate hereby irrevocably waives all moral rights arising under statute in any jurisdiction or under common law, which the Affiliate may have now or may in the future have with respect to any item referenced in the preceding sentence, and with respect to any developments relating in any way to the Confidential Information. For the purposes hereof, “moral rights” mean any rights to claim authorship or ownership of any invention or development, and any similar rights.

ARTICLE 3 – PAYMENT AND CONSIDERATION

3.1 Commission.

As full and complete compensation and in consideration for the Services rendered hereunder, the Corporation shall pay the Affiliate a fee (the “Commission”) for revenue received from any customer (hereinafter the “Customer”) that enrolls with the Corporation and confirms the Affiliate as the source of such enrollment. Additionally, if a Customer later purchases an eligible additional offering from the Corporation using the Affiliate’s link, the Affiliate will be entitled to Commission for such sale. Notwithstanding the foregoing, it is acknowledged and agreed by the Affiliate that certain of the Corporation’s offerings are not Commission eligible, including but not limited to course upgrades.

The Commission payable to the Affiliate shall be in the amount of Forty Percent (40%) of the revenue received by the Corporation from the Customer’s purchase of TME, TME+, or another eligible Product. The Affiliate’s Commission entitlement shall be tracked using tracking links and cookies through the Portal (currently First Promoter). The Affiliate may access and view his or her or its Commission through the Portal.

3.2 Tracking and Attribution.

Commission eligibility is determined solely by the Corporation’s tracking data as recorded in the Portal. A Customer is attributed to the Affiliate where the Customer’s purchase is made using the Affiliate’s unique tracking link within ninety (90) days of that Customer’s first tracked visit to the Corporation’s website via that link (the “Cookie Window”). Purchases made after expiry of the Cookie Window, or made by a Customer using a browser or device on which the Affiliate’s tracking cookie was not present (including where the Customer cleared cookies, used a private or incognito browser, or used a different device than the one on which the referral occurred), are not guaranteed to be attributed to the Affiliate. If the Affiliate believes a sign-up or sale was not tracked correctly, the Affiliate must notify the Corporation at partners@northresults.com with supporting evidence of the referral relationship.

3.3 Commission Ineligibility.

Notwithstanding any other provision of this Agreement, any Commission generated through methods that violate this Agreement or the Corporation’s policies (as updated from time to time) shall be deemed ineligible and shall not be payable to the Affiliate. Without limiting the generality of the foregoing, Commissions generated through any of the following methods are expressly ineligible:

1. self-referrals, including the Affiliate enrolling himself, herself, or itself in a Product using his, her, or its own Affiliate link, or arranging for a Product to be purchased for the Affiliate’s own use or benefit through the Affiliate’s link;
2. bidding on the Corporation’s branded keywords (including but not limited to “North Results,” “Stu McLaren,” “The Membership Experience,” “TME,” “TME+,” “Membership Workshop,” and any variations or misspellings thereof) in paid advertising campaigns on any platform, including but not limited to Google Ads, Meta Ads, and Microsoft Advertising;
3. running paid advertisements of any kind that link directly to the Corporation’s pages or URLs, regardless of whether branded keywords are used. All paid traffic must be directed to the Affiliate’s own content, landing page, or website before reaching any Corporation page;
4. intercepting or redirecting users who are already within the Corporation’s own marketing funnel, including existing leads, Customers, or program alumni of the Corporation;
5. use of spam, unsolicited bulk email, false or misleading advertising, or any deceptive means to generate clicks, leads, or sales; or
6. any other method that the Corporation, in its sole discretion, determines to constitute manipulation of the tracking or attribution system.

For clarity, the restrictions above are independent of one another. An Affiliate may not run paid ads that direct-link to the Corporation’s pages even if no branded keywords are used, and may not bid on branded keywords even if traffic is routed through the Affiliate’s own pages. The Affiliate acknowledges and agrees that acceptance of Commission payments constitutes a representation that such Commissions were earned in compliance with this Agreement and the Corporation’s policies. Where the Corporation determines, in its sole discretion, that a Commission is ineligible under this Section, the Corporation may deny, reverse, or claw back that Commission, whether or not it has already been paid, and may deduct the amount from any future Commission owed to the Affiliate.

3.4 Payment Method.

The Commission earned by the Affiliate shall be payable to the Affiliate by bank transfer, PayPal, or wire transfer, as made available through the Portal and selected by the Affiliate, in accordance with the Payout Schedule set out in Section 3.6. A minimum accrued Commission balance of Fifty Dollars ($50.00 USD) is required before a payout will be issued; balances below this threshold will carry forward and accumulate until the threshold is met. If the Affiliate does not have access to a supported payout method (including a bank account), the Affiliate should contact partners@northresults.com to arrange an alternative payment method.

3.5 Guarantee Period.

Commission eligibility for a given Customer sale is subject to the following:

1. after a Customer enrolls and renders payment to the Corporation, the Customer will receive a fourteen (14) day money back guarantee (the “Guarantee”);
2. provided the Customer does not exercise the Guarantee prior to the last day of the time period referenced in paragraph (a) (the “Guarantee Expiration Date”), the Commission associated with that sale becomes eligible for payment in accordance with the Payout Schedule set out in Section 3.6 below; and
3. if the Customer exercises the Guarantee prior to the Guarantee Expiration Date, the Affiliate acknowledges and agrees that he or she or it shall not receive and is not entitled to Commission for said Customer.

For clarity, the Affiliate acknowledges and agrees that he or she or it shall not be entitled to any Commission on a sale that is refunded, charged back, or cancelled, whether before or after the Guarantee Expiration Date, and that the Corporation may deduct any previously paid Commission on such a sale from future Commission owed to the Affiliate.

3.6 Payout Schedule.

Subject to Section 3.5 and the minimum payout threshold set out in Section 3.4, Commission is calculated and paid out on a monthly basis, with a forty-five (45) day processing window between the end of the calendar month in which a sale is earned and the corresponding payout (the “Payout Schedule”). Payments are processed on or around the 15th day of the month and may take five (5) to seven (7) business days to be reflected in the Affiliate’s selected payout method. By way of example only, Commission on sales made in January will generally be paid around the middle of March, and Commission on sales made in February will generally be paid around the middle of April. The Corporation may, in its sole discretion, adjust the Payout Schedule from time to time, and will provide reasonable notice of any material change.

3.7 Taxation.

The Affiliate will be solely responsible for all deductions and remittances with respect to the Services rendered hereunder, as required by statutory or common law. The Affiliate acknowledges that it is the Affiliate’s sole responsibility to include the entire amount of payments received from the Corporation in the Affiliate’s annual income tax return and to make any instalment payments required by relevant taxation authorities. The Affiliate shall indemnify the Corporation and save and hold it harmless of and from any liability, obligation, responsibility, damage and expense which the Corporation may incur by reason of the Affiliate failing to make proper taxation deductions and remittances. This Section shall survive the termination of this Agreement indefinitely.

3.8 Relationship.

The Parties acknowledge and agree that it is their intention that the relationship between them is that of an independent contractor relationship, and nothing in this Agreement shall be construed as creating an employment relationship or joint venture relationship between the Corporation and the Affiliate.

ARTICLE 4 – REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES

4.1 Affiliate’s Representations and Warranties.

The Affiliate represents, warrants, and covenants that:

1. he or she or it has the capability, expertise and means required to perform the Services;
2. the Services will be performed in a professional, workmanlike manner and in accordance with the provisions of this Agreement and all applicable laws;
3. the information provided by the Affiliate in the Application is accurate in all respects;
4. the Affiliate will not make use of the Corporation’s name, trademarks, or intellectual property in any manner other than as may be expressly allowed under the Affiliate Program and/or this Agreement, and will not imply an affiliation, sponsorship, or endorsement by the Corporation beyond his, her, or its role as an Affiliate;
5. he or she or it will use a professional standard of care to look after and preserve all of the Corporation’s processes and materials used by him or her or it in the course of providing the Services;
6. all advertising, marketing, and promotional content created or used by the Affiliate in connection with the Products will be truthful, not misleading, and will comply with applicable advertising and consumer protection laws, including any applicable disclosure requirements regarding the Affiliate’s compensated relationship with the Corporation; and
7. he or she or it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms.

4.2 Indemnity.

In addition to the taxation indemnity contemplated in Section 3.7 hereof, the Affiliate will indemnify the Corporation and save and hold it harmless of and from any liability, obligation, responsibility, damage and expense, including reasonable legal fees, which the Corporation may incur by reason of any claim, demand or action which may be asserted or instituted against the Corporation by reason of:

1. a breach of this Agreement by the Affiliate, including, but not limited to, a breach of the warranties and representations set out in Section 4.1 herein;
2. any misuse, fraud or deceptive conduct by the Affiliate in connection with the provision of Services and/or the Affiliate Program; and/or
3. the nature of the Affiliate’s engagement pursuant to this Agreement, including, but not limited to, any claim that the Affiliate is an employee of the Corporation or its respective affiliates.

In the event the Corporation is required to make any payment as a result of a claim, demand or action under this Article, the Corporation may deduct such amounts from any Commission remaining due to the Affiliate in respect of the Affiliate’s provision of the Services, in addition to whatever other remedies may be available to the Corporation.

The Parties expressly acknowledge that the provisions of this Article shall survive the termination of this Agreement.

4.3 No Warranty; Limitation of Liability.

The Corporation makes no representation or warranty regarding the amount of Commission, if any, that the Affiliate may earn under the Affiliate Program, and past performance by the Affiliate or any other affiliate is not a guarantee of future results. To the maximum extent permitted by applicable law, the Corporation’s total liability to the Affiliate arising out of or in connection with this Agreement shall not exceed the total Commission actually paid to the Affiliate in the six (6) months preceding the event giving rise to the claim, and in no event shall the Corporation be liable for any indirect, incidental, special, or consequential damages, including lost profits.

4.4 Survival of Affiliate’s Representations, Warranties and Covenants.

The representations, warranties and covenants given by the Affiliate in this Agreement shall survive indefinitely following the termination of this Agreement.

ARTICLE 5 – EXTENT OF SERVICE

5.1 Other Engagements.

During the Term, the Corporation acknowledges that the Affiliate may provide services for other business activities, provided that any such engagement shall not:

1. involve the use of the Corporation’s intellectual property, including but not necessarily limited to, the Corporation’s logos, symbols or trade-marks;
2. conflict with the Services hereunder; or
3. endorse products, services, companies or any commercial enterprise of any nature whatsoever, directly or indirectly, which are competitive with the Corporation, without the Corporation’s prior written consent.

In all cases the Affiliate shall devote such time, effort and attention as may be reasonably required to perform the Services under this Agreement in a diligent and effective manner.

5.2 Integral to Agreement.

The Affiliate acknowledges that the restrictions set forth in this Article are an integral part of this Agreement, that the Commission to be paid to the Affiliate by the Corporation adequately compensates the Affiliate for any opportunities that the Affiliate may be required to forego by reason of these restrictions, and that the breach of these restrictions will cause damages to the Corporation which will be difficult to precisely estimate. Therefore, the Affiliate agrees that the Corporation shall be entitled to specifically enforce these restrictions by injunction, in addition to whatever other remedies may be available to it.

5.3 Corporation’s Policies.

The Affiliate acknowledges that the Corporation may implement policies and procedures in its sole discretion, and the Affiliate undertakes to abide by said policies and procedures during the Term. Violation of any such policies, including but not limited to the Corporation’s advertising and branded-keyword bidding policies described in Section 3.3, may result in the forfeiture of Commission as set out in Section 3.3 and/or termination of this Agreement.

ARTICLE 6 – CONFIDENTIALITY

6.1 Confidential Information.

The Affiliate agrees that all of the Corporation’s Confidential Information (as the term is hereinafter defined), which the Affiliate may already possess or may acquire during the Term, shall be held by the Affiliate in strict confidence and shall not be disclosed or used for any purposes other than those of the Corporation, either during the Term of this Agreement or thereafter. All Confidential Information produced or received by the Affiliate pursuant to this Agreement shall be returned to Corporation immediately upon the termination of this Agreement, and the Affiliate shall not retain any copies thereof. The Parties expressly acknowledge and agree that the provisions of this Section 6.1 shall survive the termination of this Agreement. In this Section 6.1, “Confidential Information” means all data, information and materials of any nature that are of value to the Corporation and which have been or will be communicated, disclosed or provided to the Affiliate by the Corporation, including but not limited to any and all writings, drawings, inventions, databases, computer programs, trade secrets, strategic operations and other plans and forecasts, processes, formulas, data, know-how, improvements, information concerning design, construction, configurations, internal mechanisms, internal workings, internal functions, marketing surveys or analysis, pricing or licensing, as well as other financial data pertaining to any or all past, present and/or future versions of improvements, modifications, enhancements, developments, processes or devices, or component parts thereof, whether any of the foregoing are in written, oral, tangible or intangible form.

6.2 Data Protection.

Where the Affiliate collects, receives, or has access to personal information of Customers or prospective Customers in the course of performing the Services, the Affiliate shall handle such personal information in accordance with applicable privacy and data protection laws and shall not use such information for any purpose other than the performance of the Services under this Agreement.

ARTICLE 7 – GENERAL

7.1 Entire Agreement.

This Agreement, along with the attached Schedule, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto, whether written or oral.

7.2 Waiver.

The failure of a Party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement.

7.3 Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles.

7.4 Amendments.

The Corporation may amend this Agreement from time to time by posting the updated Agreement at the location referenced in Section 1.1 and/or by notifying the Affiliate by email. Continued participation in the Affiliate Program following such notice constitutes the Affiliate’s acceptance of the amended Agreement. For clarity, this Section does not limit either Party’s ability to enter into a separately signed written amendment.

7.5 Counterparts.

This Agreement may be executed in any number of counterparts and by electronic signature and transmission, and each of such counterparts shall be deemed to be an original and all of which when taken together shall be deemed to constitute one and the same instrument.

7.6 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be overly broad, that provision is to be construed to afford the Corporation the maximum protection permitted by law. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision is to be deleted, and the other provisions shall remain in effect and are valid and enforceable to the fullest extent permitted by law.

7.7 Notices.

Any notice required or permitted to be given under this Agreement shall be in writing and shall be sufficiently given if delivered by email to partners@northresults.com (in the case of notice to the Corporation) or to the email address on file for the Affiliate in the Portal (in the case of notice to the Affiliate).

7.8 Independent Legal Advice.

The Affiliate acknowledges that, in executing this Agreement, he or she or it has had the opportunity to obtain independent legal advice and further acknowledges that he or she or it has read, understands and agrees to be bound by all the terms and conditions contained herein.

SCHEDULE “A” – SERVICES

The Services to be performed by the Affiliate pursuant to this Agreement shall include, without limitation, the following:

1. promoting TME, TME+, and the Corporation’s other current and future offerings, as applicable;
2. advocating the Corporation’s landing pages and online events (including, but not limited to, the Corporation’s Workshops, Masterclasses, webinars, and live casts), and encouraging the Corporation’s Customers to visit and engage such landing pages and online events; and
3. encouraging the Affiliate’s respective audience to purchase TME, TME+, and the Corporation’s other current and future offerings, as applicable, which shall be achieved by utilizing any or all of the following mediums, in the Affiliate’s discretion:

1. electronic mail;
2. social media; and/or
3. advertisements, subject at all times to Section 3.3 of this Agreement.

By participating in the Affiliate Program, the Affiliate acknowledges and agrees that the Services listed herein may be revised and amended from time to time, in the Corporation’s sole discretion.

Date: _________________________________

Name: _________________________________

Signature: _________________________________