Effective date: October 2026

1. ABOUT THESE TERMS

1.1 These terms (the "Program Terms") apply when you join the LoyaltyOps Affiliate Program (the "Program") run by LoyaltyOps Inc. ("LoyaltyOps", "we", "us" or "our"). "You" means the person, and the business you act for if any, who joins the Program.

1.2 You agree to these Program Terms when you tick the box on our affiliate sign-up form. We give you access to the Affiliate Portal only after you've agreed. If you join for a business, you confirm that you have the authority to agree for it.

1.3 You must be at least the age of majority where you live, and you must live and carry on business in Canada outside Quebec, or in the United States.

2. WHAT THESE WORDS MEAN

2.1 In these Program Terms:

(a) "Assessment" means the LoyaltyOps Leadership Competency Assessment, sold on its own as a Single Leader Assessment or a Team Assessment, including a returning or yearly assessment. It doesn't include an assessment that forms part of 1:1 Leadership Development, Leadership Team Development, a Continuation or any other engagement.

(b) "Affiliate Link" means the tracking link we give you through the Affiliate Portal.

(c) "Affiliate Portal" means the affiliate dashboard we provide through our platform, currently Go High Level.

(d) "Referred Client" has the meaning in section 3.4.

(e) "Commission" means the amount we pay you under section 5.

(f) "Promotion" means anything you say, write, post, send or publish that mentions LoyaltyOps or the Assessment, or includes your Affiliate Link.

(g) "LoyaltyOps Marks" means the LOYALTYOPS™ trademark, the LoyaltyOps logo, and any other name or mark we use for our business or the Assessment.

3. THE PROGRAM

3.1 When you join, we give you a non-exclusive right to introduce people to the Assessment using your Affiliate Link, on these Program Terms.

3.2 The Program covers the Assessment only. No Commission is paid on 1:1 Leadership Development, Leadership Team Development, Continuations, Leadership Workshops, War Games, facilitated planning sessions or any other LoyaltyOps service, unless we agree otherwise in writing.

3.3 We may accept or decline any buyer, and we decide how the Assessment is sold, priced and delivered.

3.4 A "Referred Client" is a person or organization that:

(a) first buys an Assessment through your Affiliate Link, within 180 days of clicking it; and

(b) hadn't bought anything from us before clicking your Affiliate Link.

3.5 A purchase is credited to you only when the Affiliate Portal records it against your Affiliate Link, or we add it to your account by hand under section 5.2. If two people claim the same client, we decide, acting reasonably, and our records govern.

3.6 These aren't Referred Clients, and earn no Commission:

(a) you, your own business, or an organization you own, control or work for; and

(b) anyone you pay, or offer a discount, rebate or anything of value to, so that they buy.

3.7 If you're a registered affiliate, your referrals are paid under these Program Terms only, and not also under our referral payment for people who aren't registered affiliates.

4. HOW WE WORK WITH REFERRED CLIENTS

4.1 A Referred Client buys from us and works directly with us. You aren't a party to their purchase, and our Assessment Terms at loyaltyops.com/assessment-terms apply between us and them.

4.2 You don't collect information for the Assessment, you don't take part in it, and you never receive a Referred Client's results, reports or answers, or any information about the people who answer the Assessment.

4.3 You may not:

(a) make any promise about the Assessment, its price, timing, refunds or results on our behalf;

(b) sign anything, or accept payment, for us; or

(c) say or suggest that you work for LoyaltyOps, deliver the Assessment, or are a LoyaltyOps partner, reseller or coach.

5. COMMISSION AND PAYMENT

5.1 Rate. We pay you fifteen percent (15%) of the amount a Referred Client actually pays for each Assessment, not counting sales taxes, and after any refund, credit or adjustment.

5.2 Which purchases earn Commission. Every Assessment a Referred Client buys while you're in the Program, the first and every later one, including returning and yearly assessments. Once a Referred Client has made a first purchase through your Affiliate Link, their later Assessments are credited to you with no time limit while you're in the Program. If a Referred Client buys an Assessment by invoice in place of our checkout, we add that sale to your account by hand.

5.3 When we pay. We pay Commission once the Referred Client has paid in full, on the 30th of the month after the month in which they paid. If the 30th isn't a business day, we pay on the business day before.

5.4 How we pay. We pay by PayPal, or by Interac e-Transfer if you're in Canada and choose it on the sign-up form. You set up PayPal in the Affiliate Portal. If you're in Canada, we pay in Canadian dollars. If you're in the United States, we pay in US dollars. If a sale was in the other currency, we convert your Commission at our payment provider's rate on the payment date. You pay any fees your bank or payment service charges to receive it.

5.5 Before we can pay. We don't pay Commission until you've given us your payout details and the tax information we ask for, such as a Canadian business number or social insurance number for Canadian tax slips, or a Form W-9 or W-8BEN. We hold Commission you earn in the meantime and pay it on the next payment date after you do.

5.6 Sales tax on Commission. Commission is stated before any sales tax. If you're registered for GST/HST, tell us, and we'll confirm how it's handled before we pay you.

5.7 Checking your Commission. You can see your referrals, sales and Commission in the Affiliate Portal. If you think a sale or Commission is missing or wrong, tell us in writing within 60 days after the payment date for that month. After that, our records are final.

6. REFUNDS, CHARGEBACKS AND ADJUSTMENTS

6.1 If we refund all or part of a purchase, or a payment is reversed or charged back, no Commission is payable on the amount refunded or reversed.

6.2 If we've already paid you Commission on that amount, we may deduct it from your later Commission. If there's no later Commission within 90 days, you repay it within 30 days of our written request.

6.3 We may hold Commission on a sale we reasonably believe is fraudulent or breaks these Program Terms while we look into it, and keep it if we confirm the problem.

7. PROMOTING THE ASSESSMENT

7.1 Tell people you're paid. In every Promotion, you must clearly tell people that you're paid a commission if someone buys through your link. The disclosure must:

(a) be in plain words, such as "I earn a commission if you buy the assessment through my link";

(b) be part of the Promotion itself, where people will see it before they click or buy, and not only in a profile, a link list, a hashtag cloud or a separate page; and

(c) be repeated in each Promotion, including posts, emails, videos, podcasts and private messages.

7.2 Follow the law. You're responsible for making sure every Promotion follows the laws and rules that apply to it. That includes:

(a) in Canada, the Competition Act and the Competition Bureau's guidance, the Ad Standards Influencer Marketing Disclosure Guidelines, and Canada's anti-spam legislation (CASL); and

(b) in the United States, the FTC Act, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, the FTC rule on consumer reviews and testimonials, and the CAN-SPAM Act.

7.3 Accurate claims. You may describe the Assessment only in ways that match what we say about it. In particular, you must not:

(a) say or suggest that the Assessment measures business results, or promise any result. The Assessment shows competency scores based on people's perceptions of a leader's behaviour;

(b) describe our work as behavioural psychology or behavioural science;

(c) promise that the people who answer about a leader can't be identified, or say anything about privacy, confidentiality or our use of AI beyond what our Privacy Policy and Assessment Terms say;

(d) say the results can be used in hiring, pay, promotion, performance review, discipline or dismissal decisions;

(e) name our clients, or compare LoyaltyOps or the Assessment with a named competitor, product or business operating system; or

(f) present your own opinion as ours, or make up an experience you haven't had.

7.4 Prices. You may share the price of the Assessment only in a private message to one person or one organization. You must not publish the price in any public Promotion, such as a website, social media post, newsletter, video or podcast. When you share a price, use the current price shown at checkout, in the right currency, and say that sales tax may be added.

7.5 No discounts or incentives. You must not offer any discount, rebate, coupon, cash-back or other incentive to buy the Assessment unless we approve it in writing.

7.6 Email and messages. You must send commercial emails and messages that mention the Assessment only to people who have consented to receive them, or as the law otherwise allows. Each one must identify you as the sender and include an unsubscribe method. You must not send them in our name.

7.7 Reviews and testimonials. You must not write, buy, or ask anyone to write a review or testimonial of LoyaltyOps or the Assessment that isn't genuine, or post one under a name that isn't yours.

7.8 Search and online accounts. You must not:

(a) bid on the LoyaltyOps Marks, or words confusingly similar to them, in paid search or social advertising;

(b) register or use a domain name, social media account or business name that includes a LoyaltyOps Mark; or

(c) place your Affiliate Link where people could reach it without choosing to, such as through pop-ups, cookie stuffing or forced clicks.

7.9 Review and correction. We may ask to see any Promotion. You must correct or remove a Promotion within 5 business days of our written request, or within 2 business days if the request concerns a missing disclosure under section 7.1.

8. LOYALTYOPS MARKS AND MATERIALS

8.1 While you're in the Program, we grant you a limited, non-exclusive, non-transferable and non-sublicensable licence to use the LoyaltyOps Marks and the descriptions, images and other materials we provide for the Program (the "Program Materials"), only to promote the Assessment under these Program Terms.

8.2 You must:

(a) use the LoyaltyOps Marks and Program Materials only as we provide them, without changing them;

(b) write the mark as LOYALTYOPS™ or LoyaltyOps™ where we ask, and follow any brand instructions we give; and

(c) not use the LoyaltyOps Marks in any way that suggests we endorse your own products or services, or that could harm their reputation or value.

8.3 As between you and us, we own the LoyaltyOps Marks, the Program Materials, the LoyaltyOps Leadership Competency Model and all of its content, and all goodwill from your use of the LoyaltyOps Marks belongs to us. You won't challenge our rights in them, or help anyone else do so, and you'll tell us promptly of any use by someone else that you become aware of.

9. HOW LONG YOU'RE IN THE PROGRAM, AND LEAVING IT

9.1 You're in the Program from the day you agree to these Program Terms until you or we end your participation.

9.2 Ending for any reason. You or we may end your participation for any reason by giving the other 30 days' written notice by email.

9.3 Inactive affiliates. If no new sale is credited to you, including a Referred Client's yearly assessment, for 12 months in a row, we may end your participation by giving you 30 days' notice by email. If a sale is credited to you during those 30 days, you stay in the Program.

9.4 Ending for a breach. We may end your participation right away by email if you break section 3.6, 4.3, 7 or 8 and, where the breach can be fixed, you don't fix it within the time in section 7.9.

9.5 When your participation ends:

(a) your Affiliate Portal access and your licence under section 8 end, and you must stop using your Affiliate Link, the LoyaltyOps Marks and the Program Materials, and remove them from your Promotions within 10 business days;

(b) we pay Commission on Assessments that Referred Clients paid for in full before the end date, on the normal payment dates, subject to section 6; and

(c) no Commission is payable on any purchase made after the end date.

9.6 If we end your participation under section 9.4, we may withhold Commission on sales that came from the Promotions that broke these Program Terms.

9.7 You may rejoin after your participation ends by agreeing to the Program Terms in effect at that time. Earlier Referred Clients aren't credited to you again.

9.8 Sections 5.7, 6, 9.5, 9.6, 11, 12, 14 and 15 continue after your participation ends.

10. CHANGES TO THESE PROGRAM TERMS

10.1 We may change these Program Terms, including the Commission rate and the tracking period, by giving you at least 30 days' notice by email and posting the new version at loyaltyops.com/affiliate-terms.

10.2 A change doesn't affect Commission on Assessments paid for in full before it takes effect.

10.3 If you don't agree to a change, you may end your participation by email before the change takes effect. If you keep promoting the Assessment after that date, you accept the change.

11. PRIVACY AND THE AFFILIATE PORTAL

11.1 The Affiliate Portal may show you information about people who click your Affiliate Link or buy, such as a name, part of an email address, what was bought and the amount ("Referral Information").

11.2 You may use Referral Information only to check your Commission. You must not use it to contact, market to or profile anyone, you must keep it secure and confidential, and you must delete any copy you keep when your participation ends.

11.3 You and we are each responsible for our own handling of personal information under the privacy laws that apply to us. We handle personal information as described in our Privacy Policy at loyaltyops.com/privacy-policy.

11.4 We collect your name, contact details, payout details and tax information to run the Program and meet our tax reporting obligations, as described in our Privacy Policy.

12. CONFIDENTIALITY

12.1 You may receive information from us that is confidential, including information about our business, clients, prices that aren't public, sales and the Program ("Confidential Information").

12.2 You may use our Confidential Information only to take part in the Program, and you must not disclose it, except to the limited extent a court, government body or the law requires, after giving us written notice where the law allows.

13. TAXES AND OUR RELATIONSHIP

13.1 You're an independent contractor. Nothing in these Program Terms creates employment, agency, partnership, joint venture, franchise or a fiduciary relationship, and neither of us can bind the other.

13.2 You're responsible for your own taxes, expenses, licences and insurance. We may issue any tax slip or form the law requires for the Commission we pay.

14. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY

14.1 We don't promise that you'll earn any amount, or that the Affiliate Portal or tracking will be uninterrupted or error-free. We aren't responsible for Commission lost because of a tracking failure, a blocked cookie or a buyer who doesn't use your Affiliate Link, but we'll act reasonably to credit a sale you can show came from you.

14.2 To the fullest extent the law allows, neither of us is liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, arising out of or relating to the Program, whether the claim is based on contract, tort including negligence, or anything else.

14.3 To the fullest extent the law allows, our total liability to you relating to the Program is limited to the Commission we paid or owe you for the 12 months before the claim arose.

14.4 Nothing in these Program Terms limits or excludes any liability that the law doesn't allow to be limited or excluded.

14.5 You'll defend, indemnify and hold us harmless from any claim, fine, penalty, loss or cost, including reasonable legal fees, arising from a Promotion that breaks these Program Terms or the law, or from your breach of section 7, 8, 11 or 12.

15. GENERAL

15.1 Assignment. You may not assign or transfer your participation, or any right or obligation under these Program Terms, without our written consent.

15.2 Disputes. If a dispute arises out of these Program Terms and you and we can't resolve it by agreement, you and we will try in good faith to settle it through mediation for up to thirty (30) days after one of us gives the other notice of the dispute. If the dispute isn't resolved and either of us starts a legal action, the party that wins is entitled to be paid by the other party all costs and expenses it incurred, including legal fees.

15.3 Governing law. These Program Terms are interpreted and governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.

15.4 Severability. If any part of these Program Terms is found invalid or unenforceable, the rest stays in effect. If limiting that part would make it valid and enforceable, it applies as limited.

15.5 Waiver. If we don't enforce a part of these Program Terms, that doesn't stop us from enforcing it, or any other part, later.

15.6 Events outside our control. Neither of us is responsible for a delay or failure caused by events outside our reasonable control, such as a natural disaster, pandemic, war or the failure of a third-party platform, except an obligation to pay money already owed.

15.7 Notices. We send notices to the email address you gave us when you joined, or a new one you give us. You send notices to [email protected].

15.8 Entire agreement. These Program Terms are the entire agreement between you and us about the Program, and replace any earlier discussion or agreement about it.

16. CONTACT US

LoyaltyOps Inc.

430 Hazeldean Road, Unit #6, Suite 17

Kanata, Ontario, Canada K2L 1T9

Email: [email protected]

Phone: 1 365-659-4720