EFFECTIVE 5/23/18

THIS AFFILIATE AGREEMENT (the "Agreement"), together with any amendments, are entered into by and between Charm Black, ULC ("Charm Black"), and the applying Party submitting the Application For Affiliate Status (the "Affiliate"), also referred to herein jointly as the Parties ("Parties", each a "Party"). This Affiliate Agreement supplements all other Campaign Terms subsequently agreed to by the Affiliate.

WHEREAS, Charm Black and Affiliate desire to provide for the terms and conditions of this Affiliate Agreement as more specifically set forth herein;

THEREFORE, the Parties agree to be legally bound as follows:

1.     Definitions.

1.1. "Opt-in" or "Opted-in" means that the consumer has made an active, affirmative choice to receive Ads from the Affiliate.

1.2. "User" means any person using the Internet.

1.3. "Action" means a User"s completion of an action (such as a click, sale, lead, or call) defined by the Advertiser or Charm Black.

1.4. "Network" means the advertising Network operated by Charm Black, which is made up of Affiliates and Advertisers.

1.5. "Advertiser" means the advertiser, Advertiser or advertising agency providing advertisements to Charm Black for use by the Affiliate.

1.6. "Ad" means the advertisement in the form of graphics and/or text supplied to Charm Black for inclusion in the Charm Black Network and to be made available for Affiliate use.

1.7. "Spam" means unsolicited bulk email where recipients have not agreed in advance to receive Ads.

1.8. "Campaign Terms" means the specific guidelines for each Advertiser campaign as listed in the Charm Black Network.

2.     Amendments.

2.1. From time to time, Charm Black may amend, replace or supplement the Agreement, including but not limited to changing Advertiser payouts, by posting an updated Agreement or Campaign Terms on the Charm Black website, and it shall be deemed effective immediately unless otherwise noted, and Affiliate will be deemed to have consented to, and agreed to be bound by, the updated Agreement or Campaign Terms. It is the responsibility of the Affiliate to read and keep up to date with the Agreement and Campaign Terms with or without notice of change from Charm Black.

3.     Affiliate Requirements.

3.1. Affiliate is subject to review and may be rejected for any reason, and at any time, by Charm Black.

3.2. Affiliate must submit valid and correct contact information, including but not limited to name, e-mail address, street address, and telephone number. Affiliate must ensure this information remains up-to-date at all times within the Charm Black Network. Affiliate must accurately, clearly and completely describe all promotional methods in their descriptions and provide additional information when necessary.

3.3. Affiliate websites must not be associated with or contain any illegal activity, or pornographic, obscene, racist, or hateful content, or deceptive advertising, piracy, libelous or defamatory statements.

3.4. Affiliate websites must not contain any mechanisms that could be downloaded on to a User"s computer without the User"s explicit knowledge and consent.

3.5. In its sole discretion, if at any time Charm Black deems the Affiliate"s website or advertising activities are contrary to the terms set out in the Agreement, the Affiliate shall be terminated from the Network and shall forfeit any and all commissions and earnings.

4.     Affiliate Rules.

4.1. Failure to adhere to the following rules is a violation of the Agreement and will result in immediate termination of the Affiliate from the Charm Black Network with forfeiture of all monies due to Affiliate.

4.2. Affiliate must not load Advertiser"s website within a frameset or iframe unless prior written approval is obtained from Charm Black.

4.3. Affiliate must not modify the Ads supplied by Charm Black in any way unless prior written approval is obtained from Charm Black.

4.4. Affiliate must indicate whether he uses incentive traffic, and only offer incentives to Users to respond to Ads with permission from Charm Black and the Advertiser as indicated on the Network and Campaign Terms, or in writing. Charm Black reserves the right to define the term incentive.

4.5. Affiliate must not make misleading or disparaging statements, oral or written, about any Ad, Advertiser or Charm Black.

4.6. Affiliate must agree to receive periodic communications from Charm Black. This communication could be in the form of e-mail, instant message, postal mail, telephone or fax.

4.7. Affiliate must not display any Ad in third Party newsgroups, social Networks, message boards, blogs, link farms, counters, chatrooms or guestbooks without the consent of such third-Party entity.

4.8. Affiliate must comply with all Campaign Terms as outlined in Ads.

4.9. Affiliates must not use SMS/text messages to deliver Ads to Users.

4.10. Affiliate must not generate any Actions in bad faith or through fraudulent mechanisms. This includes, but is not limited to, generating own Actions using manual or automated processes, misrepresenting product or service offered by Advertisers, deceiving Users into obtaining product or service offered by Advertisers, and encouraging or educating Surfers to cancel any product purchase or service provided by Advertisers.

4.11. Affiliate must not share, lend, lease, sell or transfer their account to any third Party unless prior written approval is obtained from Charm Black.

4.12. Any Affiliate engaged in the distribution of Ads via email must comply with all of the following rules:

4.12.1. Affiliate must distribute Ads only to those recipients who have Opted-in to receive such email from the Affiliate. Charm Black prohibits the use of Spam. Any use of Spam whatsoever by Affiliate will result in the forfeiture of Affiliate"s entire commission for all campaigns, and the termination of the Affiliate"s account. Affiliate will also be held liable for any and all damages resulting from a violation of this provision including reasonable court costs.

4.12.2. If requested by Charm Black, Affiliate must be able within 24 hours of such request, to supply the name, date, time, IP address and URL where the User gave permission to the Affiliate to receive such Ads through e-mail.

4.12.3. Affiliate must ensure each email recipient is provided with a valid opt-out mechanism within each email delivered in order for the recipients to "opt-out" of future mailings from Affiliate.

4.12.4. Affiliate must not use the Advertiser or Charm Black name (including any abbreviation thereof) in the originating email address line ("From" line) or subject line of any email transmission, unless specific permission is given otherwise.

4.12.5. Affiliate must not use falsified sender information or falsified IP Addresses.

4.12.6. Affiliate must use only pre-approved Advertiser subject lines and from lines as set out in Campaign Terms.

4.12.7. Affiliate must use only legitimate routing information.

4.12.8. Affiliate must use their own tracking links that redirect to the tracking links supplied by Charm Black.

4.12.9. Affiliate must have a proper privacy policy on their website, and it must be in compliance with all FTC guidelines, rules and regulations in respect to online privacy and shall warrant that email campaigns are conducted in accordance with that privacy policy, and in accordance with any applicable local or international laws.

4.12.10. Affiliate must ensure each email contains Advertiser"s unsubscribe mechanism as set out in Campaign Terms.

4.12.11. Affiliate must not send email to any email address or domain contained in an Advertiser"s suppression list as set out in Campaign Terms.

4.12.12. Affiliate must ensure each email clearly contains the Affiliate"s physical address, which cannot be a PO BOX.

4.12.13. Affiliate must comply with all campaign instructions from Charm Black and Advertiser as set out in Campaign Terms.

4.12.14. Affiliate must be compliant with all relevant laws, including but not limited to the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003 15 U.S.C. ch. 103 and an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act S.C. 2010, c. 23 (CASL).

4.13. If Affiliate has not logged into their account for six (6) consecutive months, it will be moved to an inactive status. If this inactivity continues for nine (9) months, Charm Black reserves the right to terminate the account for inactivity and debit any remaining balance that is held in the Affiliate account.

4.14. European Privacy Laws. "EU Privacy Laws" means the European Union General Data Protection Regulation ("GDPR"), the European Union Directive on Privacy and Electronic Communications (the ePrivacy directive) and any local implementing laws, including any subsequent legislation replacing or amending any such laws from time to time. Note that European Privacy Laws may apply to you if (i) you operate from an EEA member state or Switzerland; or (ii) you market to or target individuals in an EEA member state or Switzerland; or; (iii) you collect or otherwise process any personal data (as such term is defined under GDPR) from users in EEA member states or Switzerland. If any of the foregoing apply or you are otherwise subject to EU Privacy Laws then you hereby represent, warrant, covenant and agree that you will (a) comply with EU Privacy Laws (b) inform end users in a prominent manner of their rights under EU Privacy Laws and that you use tracking devices and cookies for advertising purposes, including Interest-Based Advertising; and (c) obtain end user consent to place tracking devices, such as cookies (including those enabled by Charm Black at your request on your behalf) on such end users" computers and internet enabled devices and provide information regarding the removal of such tracking devices.

5.     If you determine that EU Privacy Laws do not apply to you, then you shall provide Charm Black with your analysis concluding the same or, provide detailed information regarding the specific steps you take to ensure that individuals located in the EU do not visit your Site via our services and technology.

6.     Advertising Services and Warranties.

6.1. Provided that Affiliate complies with all provisions of this Agreement and Campaign Terms, Charm Black hereby grants to Affiliate a non-exclusive, limited, revocable license to market, display, perform, copy, transmit, and promote the Ad in connection with its obligations hereunder; and market display, perform, copy, transmit, and promote the Ad to third Parties in connection with its obligations hereunder. Affiliate"s use of Ads or copyrighted materials in violation of this Agreement is strictly forbidden and will result in this limited license being immediately withdrawn and may further result in the termination of the Affiliate"s account and being held liable under applicable law.

6.2. Charm Black"s sole obligation to the Affiliate under this Agreement with respect to Ads shall be to provide such Ads for use in their advertising efforts. The advertising services provided by Charm Black are provided "as is". Charm Black makes no warranties, guaranties, promises, or estimates, expressed or implied, oral, written or otherwise except as specifically set forth herein, AND does not guarantee, including but not limited to, demographic profiling of Users, click to Action conversion rates, response rates or conversion rates from Action to sale.

6.3. No additional warranties are provided.

7.     Commission Earnings and Payments.

7.1. Charm Black shall send Affiliate"s commission payment approximately fifteen (15) days from the last business day of each month in which earnings are accrued if the amount due to Affiliate exceeds either one hundred (100) dollars USD or the minimum payment amount requested by the Affiliate, whichever is higher. Payment thresholds may vary based payment type chosen by Affiliate. Policies regarding payment type thresholds can change without notice to Affiliate. Commissions will only be earned on Actions reported by the Advertiser, and only after Charm Black receives full payment from the Advertiser. Charm Black is under no obligation to pay Affiliates for Actions which are not paid by the Advertiser.

7.2. Charm Black shall increase the payment frequency for Affiliate to weekly, provided Affiliate has received one previous payment from Charm Black and is setup to receive payments electronically. All other conditions and restrictions for payment as outlined in item 6.1 remain in force for weekly payments. Charm Black in its sole discretion may disqualify any Affiliate from being eligible for weekly payments.

7.3. In the event of non-payment by an Advertiser, and If Charm Black elects in its own discretion not to make payment to Affiliate, an Affiliate"s recourse for any earned commissions not paid shall be to make a claim against the relevant Advertiser(s), and Charm Black disclaims any and all liability for such payment.

7.4. Charm Black or the Advertiser may reverse any Action generated by the Affiliate. Circumstances for Action reversals include but are not limited to duplicate Actions, fraudulently generated Actions, non-payment, Affiliate"s failure to comply with the Agreement, invalid or incomplete data, or product returns. Reversals may be applied at any time, including for Actions during a period where payment has already been issued to the Affiliate.

7.5. In the event reversals are applied to Actions for which an Affiliate has already been paid, Affiliate is required to return payment for these Actions to Charm Black.

8.      Referral Program.

8.1. Affiliate shall earn a 5% referral fee on the commission payments made to any other new Affiliates (excluding bonuses, rewards, additional payouts, Affiliate earnings where the Affiliate is an advertising Network, and referral income) who have been referred to Charm Black using the specified link code. Affiliate shall earn this fee on the commission payments of a referred Affiliate for a period of twelve (12) months after the referred Affiliate joins the Charm Black Network. Secondary accounts held by Affiliate are excluded from the referral program. Charm Black reserves the right to terminate an Affiliate referral program, in whole or in part, at any time for any reason, including but not limited to, fraud, questionable activity or breach of the terms set out in the Agreement or Campaign Terms.

9.     Representations and Warranties.

9.1. Each Party represents and warrants they have full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted and to perform the acts required of it.

9.2. Each Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

10.     Non-Circumvention.

10.1. Affiliate shall not solicit or recruit, directly or indirectly, any Advertiser that is known to Affiliate to be an Advertiser of Charm Black, for purposes of offering products or services that are competitive with Charm Black, nor contact such Advertisers for any purpose, during the term of Affiliate"s membership in the Charm Black Network and for the twelve (12) month period following termination of Affiliate"s membership in the Charm Black Network.

11.     Limitation of Liability.

11.1. EXCEPT FOR THE INDEMNIFICATION PROVISIONS AT CLAUSE 12, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR COSTS, DIRECT OR INDIRECT, (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM AFFILIATE PARTICIPATION IN Charm Black"S NETWORK. Charm Black SHALL NOT IN ANY EVENT BE LIABLE TO AFFILIATE FOR MORE THAN THE AMOUNT PAID TO AFFILIATE HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST Charm Black MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

11.2. Affiliate agrees not to hold Charm Black or Advertisers liable for any of the consequences of interruption or service.

12.     Indemnification.

12.1. Affiliate hereto agrees to indemnify and hold harmless Charm Black, Advertiser, and each if its agents, officers, directors and employees against all liability to third Parties resulting from the acts or failure to act of such indemnifying Party, or any act of its customers or users. Affiliate is solely responsible for any legal liability arising out of or relating to the Affiliate"s website(s), any material to which Users can link through the Affiliate"s website(s) and/or any consumer and/or governmental/regulatory complaint arising out of any privacy breach, regulatory compliance issue, e-mail campaign or other advertising campaign conducted by Affiliate, including but not limited to any Spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.

13.     Confidentiality.

13.1. Affiliate agrees to refrain from disclosing Charm Black"s confidential information or the Advertiser"s confidential information (including but not limited to commission rates, conversion rates, email addresses, fees, identities of Advertisers) to any third-Party without prior written permission from Charm Black.

14.     Force Majeure.

14.1. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within three (3) business days of such event or occurrence.

15.     Relationship.

15.1. The Parties to the Agreement are independent non-exclusive contractors. Neither Party will have any right, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other Party, nor is either Party an agent, representative, partner, employee, or joint venture of the other Party.

16.     Remedies.

16.1. Charm Black reserves the right to withhold payment and take appropriate legal action to cover its damages against any Affiliate that violates the terms of this Agreement or breaches the representations and warranties set forth in this Agreement, or commits fraudulent activity against Charm Black. Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

17.     Entire Agreement.

17.1. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the transactions set forth herein.

18.     Governing Law.

18.1. The rights and obligations of the Parties under this Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada.

18.2. The Parties irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

19.     Termination.

19.1. This Agreement may be terminated by either Party. This Agreement may be terminated immediately upon notice for your breach of this Agreement.

19.2. An Advertiser may terminate Affiliate from the Advertiser"s program for any or no reason.

19.3. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and Affiliate must immediately remove all Ads and link to Advertiser(s).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and binding upon Affiliate"s submission and Charm Black"s acceptance of Affiliate"s properly completed Affiliate Network application without need for further action by Charm Black.