These Terms and Conditions supplement the Product and Services Agreement (“PSA”) made between Peak Impact Inc. (hereinafter “PEAK”), and the party executing the PSA. These Terms and Conditions likewise supplement all other Insertion Orders subsequently executed by that party. Terms not defined in these Terms and Conditions shall have the meanings set forth in the PSA (the PSA, all subsequently executed PSA and these Terms and Conditions collectively, the "Agreement").

PEAK collects personal information, referred to as Leads, and grants license for use of that information to companies and/or individuals (Licensees) that offer home-based business opportunities to individuals.

The term “Reseller” shall be defined as any agent or entity who is authorized by PEAK to resell or otherwise promote PEAK’s products and/or services, including but not limited to Leads.

The Reseller represents and warrants that the person agreeing to the Terms and Conditions outlined in this Agreement is authorized to enter into this Agreement.

This Agreement shall begin as of the date the Reseller accepts these Terms and Conditions and shall remain in full force and effect until terminated by either Party in a manner consistent with the terms and conditions set forth herein.


I. APPROVAL OF RESELLER

1. Minimum Eligibity Requirements

In order to be eligible to become a Reseller, the applicant must, at a minimum:

• Complete a Reseller Application as provided by PEAK.
• Agree to these Terms and Conditions.

The Applicant may also be required to meet such other criteria as PEAK may from time to time determine, in its sole discretion.

2. Reseller Website Content

The content of the Reseller’s Website(s) shall be subject to PEAK’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:

• Investment, money-making opportunities or advice not permitted under law;
• Pornographic material;
• Racial, ethnic, political, hate-mongering or otherwise objectionable content;
• Gratuitous violence or profanity;
• Material that defames, misrepresents, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities such as illegal online gambling, counterfeiting money, etc.; Software Pirating;
• Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
• Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party; and
• Any illegal activity whatsoever.

The Reseller agrees to notify PEAK of all websites used to sell PEAK Leads. The Reseller will display PEAK products in a manner consistent with the goodwill and quality associated with the PEAK brand. PEAK may request that the Reseller make changes to the Reseller website(s), including, but not limited to, the overall “look and feel” of the website and any reference to PEAK’s name, trademarks, products, pricing, and promotional offers. The Reseller must ensure these changes are made within 72 hours of receiving a change request from PEAK.

Failure to adhere to these requirements may, in addition to all other remedies available to PEAK, result in termination of all Agreements with PEAK.


II. OBLIGATIONS OF PEAK

During the Term hereof, PEAK hereby agrees to grant the Licensee the right to use Leads for the price set forth in this Agreement and/or the PSA (as applicable).

The Leads, to the extent inventory so allows, are to be delivered in the quantity and frequency set forth in the PSA (placed via telephone, website, or email).

The Leads provided shall contain either a valid telephone number or a valid email address, and shall not be duplicative of any Leads provided in the previous 30 days to the Licensee by PEAK during the Term of the Licensee Agreement. Should any Lead provided not contain either a valid telephone number or email address or, in the alternative, be duplicative of Leads provided in the previous 30 days to the Licensee by PEAK during the Term of the Licensee Agreement, then PEAK agrees to give the Licensee a credit for each such Lead if, and only if, the Licensee identifies the defective Lead in writing and notifies PEAK within 72 hours of fulfillment of the Licensee’s order. PEAK’s obligation to provide credit for Leads is limited to a maximum number of leads that is equal to 10% of the total number of leads that Licensee purchased in this transaction. Upon notification to PEAK’s Customer Service Department by telephone, PEAK may, at its sole discretion, provide credit for defective Leads in excess of the 10% limit. PEAK may terminate this Agreement and/or refuse to fulfill a Licensee’s order if PEAK determines that the Reseller/Licensee is abusing its replacement policy.

The Licensee shall, under no circumstances, be entitled to a refund.


III. OBLIGATIONS OF THE RESELLER

During the Term hereof and subject to the other terms and conditions of this Agreement, PEAK allows the Reseller, on a non-exclusive basis, to lease Leads to the Licensee as follows:

• The Leads are owned by PEAK.
• The Reseller does not own the Leads. The Reseller does not have the right to resell the Leads.
• The Reseller cannot use the Leads for its own use. The Reseller is only allowed to lease the Leads, on behalf of PEAK, to the Licensee.
• The Reseller will make no representation or guarantee that the Leads provided to the Licensee will generate revenue to the Licensee.
• The Reseller must ensure that the Licensee has entered into a Licensee Agreement with PEAK before leasing the Leads to the Licensee. The Reseller must ensure that the Licensee is made aware, in writing, that:

a) The Licensee does not own the Leads.
b) The Leads provided to the Licensee shall be used for only one time by the Licensee.
c) The Licensee does not have the right to resell and/or sub-lease the Leads.

• PEAK may lease Generic Leads up to three (3) times in the first seven (7) days. After that period, PEAK may lease the same Leads on demand.
• Unless otherwise agreed upon, Company Specific Leads are leased exclusively to the company for which the Leads are generated for a period of thirty (30) days. After that period, PEAK may lease the same Leads on demand.
• PEAK is not responsible for the use of its Leads by the Reseller, Licensee, or any other end user.

The Reseller will be given a login name and password for PEAK’s LeadBackOffice Order Management Website (“Site”). The Reseller must always keep his login name and password strictly confidential. The Reseller is solely responsible for all user transactions performed on the Site using their login name and password.

The Reseller will notify PEAK by telephone at 1-866-390-3100 immediately upon learning that the login name and password have been disclosed to or obtained by anyone else. PEAK will make all efforts to change the login name and password and provide the new information to the Reseller as soon as reasonably possible; however, PEAK is not responsible for any harm or loss that may result to the Reseller as a consequence, including, but not limited to, any damages incurred as a result of third party actions using the compromised login name and password.

PEAK may restrict the use of the login name and password or terminate this Agreement and Reseller’s access to the Site at any time and without notice if the Reseller is in breach of this Agreement or by giving written notice to the Reseller.


IV. ADDITIONAL TERMS

1. License Restrictions

All rights not expressly granted herein are reserved by PEAK. This Agreement does not grant to the Reseller the right to use the Leads for any other purpose not expressly set forth above. PEAK does not grant any implied license under any patents, trademarks, trade secrets, copyrights or other proprietary rights held by PEAK.

The use by PEAK of an Online Lead Generation Form prepared by the Licensee, Reseller, or any third party does not grant to the Licensee, Reseller, or any third party any rights whatsoever in and/or to the Leads generated therefrom.

The Reseller agrees not to use the Leads in any manner that is deceptive, improper, wrongful, unethical, and/or unlawful.

2. Reporting and Payment

The Reseller shall be paid on a commission basis, in accordance with the term of the PSA. Unless otherwise stated in the PSA, PEAK agrees to collect payments from Licensees and to remit agreed upon commission to the Reseller. PEAK shall pay any amounts due approximately 30 days after the end of each month, less any taxes required to be withheld under applicable law. In addition to any other remedies that may be available to PEAK, in the event of any breaches by Reseller of this Agreement, the Reseller shall forfeit its rights to any amounts owed by PEAK to Reseller.

No payments for commissions will be paid out until the Reseller has reached a target of $1,000.00 in sales per month. Commissions from any months the target is not reached will carry forward into the following months, until such time as the target is reached.

In the situation where the Reseller is responsible for collecting payment from Licensees, the Reseller agrees to remit payment to PEAK in the manner set forth in the PSA. Failure to remit payment to PEAK will, In addition to any other remedies that may be available to PEAK, result in immediate termination of this Agreement.

3. Pricing

The price for each PEAK lead product and/or service is in U.S. Dollars. Prices and products are subject to change without notice, at PEAK's sole discretion.

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, PEAK shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. PEAK shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, PEAK shall immediately issue a credit to your credit card account in the amount of the charge.

4. Distribution of Information

PEAK reserves the right to distribute information to the Reseller, and/or the Reseller’s Licensees, that is pertinent to the quality or operation of PEAK’s products and/or services. These announcements, made via telephone, email, facsimile and/or post, will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance the use of PEAK’s products and/or services.
PEAK respects the rights of its Resellers and Licensees to decline from receiving promotions from PEAK and/or their contracted benefit providers. Declining may affect the benefits the Reseller/Licensee’s ability to participate in any promotional offers distributed through these announcements. To Opt Out, please utilize the links which are found at the bottom of any emails sent, provided by PEAK, and/or its contracted benefit providers.

5. Property Rights

All property rights in the Leads and any included materials provided to the Licensee remain the property of PEAK and are protected by Canadian copyright laws and any copyright laws of other countries.

6. Disclaimer

PEAK does not guarantee that the Leads provided pursuant to the terms of this Agreement will generate revenue to the Licensee. PEAK does not guarantee that the Leads provided can be contacted by the Licensee or that the Leads provided are not otherwise available from another source separate from PEAK. PEAK makes no representation whatsoever regarding the suitability, creditworthiness, viability, or legitimacy of the Leads. PEAK exercises no control over, and accepts no responsibility for, the acts and/or omissions of the Leads. Except as otherwise expressly set forth in this Agreement, the Reseller hereby agrees that the Leads are provided on an “as is, as available” basis.

PEAK MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED ABOVE, IF ANY, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Reseller’s Remedies

In all cases involving a failure of the Leads to conform to the express terms set forth above, PEAK’s sole obligation, and Reseller sole and exclusive remedy, is for PEAK to provide a credit to the Licensee in an amount equal to the amount actually paid by the Licensee to PEAK for the corresponding Lead(s) if, and only if, the Licensee notifies PEAK within 72 hours of its receipt of the corresponding Lead(s).

8. Limitation of Liability

The Reseller acknowledges that their participation as a Reseller for PEAK is strictly voluntary and that participation is not required by PEAK as a condition of purchasing products or services from PEAK. The Reseller agrees that their sole and exclusive remedy, in law, in equity, or otherwise, with respect to this Agreement or any breach of these Terms and Conditions by PEAK is termination of this Agreement.

IN NO EVENT SHALL PEAK BE LIABLE FOR ANY LOST PROFITS OR LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN ADDITION, PEAK SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES, WHETHER ANY CLAIM FOR SUCH DAMAGES IS BASED ON TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER PEAK KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnity

The Reseller shall defend, indemnify and hold harmless PEAK and its subsidiaries, affiliates, directors, officers, agents, or other partners and employees from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, made by any third party due to or arising solely or in part from any (1) negligent act or omission by or willful misconduct of the Reseller, it’s employees and/or agents, (2) any claim that may be brought by a current or former employee, partner, and/or agent of the Reseller, (3) alteration or misuse by the Reseller of any PEAK product, promotional literature or proprietary materials, (4) false or misleading representations about PEAK or the products made by the Reseller, or (5) the Reseller's breach of the terms of this Agreement or of any representation, warranty, covenant or agreement contained herein.

10. Confidentiality

In connection with this Agreement, the Reseller may receive or have access to commercially valuable technical and non technical confidential or proprietary information of PEAK, including information in whatever form, relating to the business of PEAK that is not generally known or available to others, including custom features or functionality provided by PEAK to the Reseller, commission structure, source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a PEAK suppliers, and PEAK's contemplated plans, strategies and prospects ("Confidential Information"). The Reseller acknowledges and agrees that any Confidential Information received or obtained from PEAK will be the sole and exclusive property of PEAK and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the Reseller shall reasonably cooperate with PEAK so that PEAK may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Reseller, (ii) was in the Reseller’s possession prior to disclosure by PEAK as shown by written records of the Reseller dated prior to the date of this Agreement, or (iii) becomes available to the Reseller from a source other than PEAK or its officers, directors, employees or agents, provided that such source is not under an obligation of confidence with respect to such information.

11. Termination

Except as set forth in the next paragraph, this Agreement may be terminated by either Party by submitting one-week advance written notice to the other.

This Agreement may be immediately terminated by either Party, (i) in the event of a breach by either Party of an express warranty contained herein; (ii) if either Party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or is the subject of reorganization; or (iii) in the event either Party becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes.

All provisions that by their nature are intended to survive the termination shall survive. This includes, but is not limited to the provisions related to confidentiality.

Each party accepts the risk of termination by the other. On termination, neither party will have any claim against the other for the investment it may have made in the relationship established under this Agreement or in anticipation of the sales and other revenue to be gained because of it.

12. General Provisions.

(a) Representations and Warranties. Each Party represents and warrants to the other that it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and a third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable bankruptcy laws and other laws affecting creditors rights. PEAK represents and warrants that it shall use commercially reasonable efforts to provide the Licensee with the quantity of Leads set forth in the PSA. The Reseller represents and warrants that it will not engage in any deceptive or unlawful trade practice and that it will comply in all respects to all applicable laws.

(b) Governing Law; Severability. This Agreement is governed by the laws of the Province of Ontario without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Section headings are for convenience only and will not be considered part of this Agreement. If any portion of this Agreement is ruled by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then, to the maximum extent permitted by law, the provision shall be reformed to reflect the intent of the parties or if the provision cannot be so reformed, severed from the contract, it being agreed that such severance shall not affect the validity and enforceability of the remaining provisions of this Agreement.

(c) Force Majeure. Neither party will be liable to the other for delay in performing any obligations under this Agreement, except the obligation to make payments, due to circumstances beyond its reasonable control, including, but not limited to, revolutions, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, embargoes, inability to secure materials or transportation, and acts of God or governmental authorities.

(d) Relationship of the Parties. The relationship of PEAK and the Reseller established by this Agreement is that of independent contractors, and neither party is an employee, agent, associate or joint venture of the other. The Reseller has no right or authority to bind PEAK or to assume or to create any obligation or responsibility, express or implied on behalf of PEAK. The parties acknowledge that, except as otherwise set forth herein, this Agreement sets forth a non-exclusive relationship between the parties.

(e) Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated on the PSA.

(f) Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. No change, amendment or modification of any provision of this Agreement shall be valid unless in writing signed by both parties. The Reseller understands that PEAK may be required to change these terms and conditions and/or the products and services provided from time to time. The Reseller will be required to agree to accept these changes and confirm acceptance in writing or PEAK may terminate this Agreement in accordance with the termination provisions set forth in this Agreement.

(g) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of PEAK and the Reseller.

(i) Assignment. This Agreement or any interest therein shall not be assigned by the Reseller without the prior written consent of PEAK which consent shall not be unreasonably withheld.