EFFECTIVE DATE : MARCH 23, 2023

INTRODUCTION

By signing up to be an affiliate in the TierPeak affiliate program (hereinafter referred to as the "Affiliate Program"), you agree to be bound by the terms and conditions of this agreement (hereinafter referred to as the "Agreement").

Please be sure to read them carefully before signing up.

These Terms and Conditions ("Terms and Conditions") are entered into between You (the "Affiliate", "You") and DGIT Management Inc. doing business under TierPeak ("TierPeak", "we", "us", "the Platform"). The terms of the Affiliate Program govern the referral of leads to the TierPeak website at www.TierPeak.com.

The terms of the Agreement will commence upon completion of your enrollment as an affiliate on TierPeak and will terminate when the membership is terminated by either party. Either party may terminate the Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your email address as provided to us, shall be deemed sufficient notice to terminate this Agreement.

DEFINITIONS

"TierPeak" means a company owned, operated or controlled by DGIT Management Inc.

Affiliate Program" means our affiliate program as described in this Agreement.

Agreement" means this Affiliate Agreement, and all documents referenced, linked or attached to it.

Commission" means an amount described in the Affiliate Tool for each Customer Transaction.

Customer Transactions" means transactions by customers who are eligible for commission under the "Customer Transactions" section of this Agreement. These cover only monthly or annual package transactions, as further described in the Affiliate Tool.

Lead" means a potential customer who clicks on the affiliate link we have made available to you through the Affiliate Tool.

Affiliate Tool" means the tool that we provide to you when you sign up for the Affiliate Program and that you can use to participate in the Affiliate Program.

Affiliate Link" means the unique tracking link that you place on your site or promote through other channels.

"We", "Us", "Our", "DGIT Management" and "TierPeak" refer to DGIT Management Inc.

"You" and "Affiliate" mean the party, other than us, entering into this agreement and participating in the Affiliate Program.

NATURE OF THE RELATIONSHIP

You and We are independent contractors, and nothing in this Agreement will create a partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this Agreement.

AGE LIMIT AND ACCEPTANCE INTO THE PROGRAM

To be accepted into our affiliate program, you must (i) be over 18 years of age; and (ii) agree to the terms of this agreement. By signing up for the TierPeak affiliate tool as a user, customer or affiliate, you acknowledge that you are over 18 years of age and agree that the terms of this agreement apply to you in full force and effect until terminated.

Once you have enrolled in the affiliate program, you will receive a URL link that identifies you as an affiliate when you place a link in your site, email or other communications to www.TierPeak.com. It is your responsibility to make sure that each of these links is filled in correctly.

NON-EXCLUSIVITY CLAUSE

This Agreement does not create an exclusive relationship between You and Us. You and We will have the right to recommend similar products and services from third parties and to work with other parties.

AFFILIATE PROGRAM STANDARDS

1 - Affiliate Program Limitations. Each identified lead expires within 60 (sixty) days from the date the lead clicks on the affiliate link provided by you.

A lead may also expire if the lead clicks on an affiliate link provided by an affiliate other than you. We refer to the "last referrer" or "on the last cookie".

We will pay you a 20% commission for each new customer who signs up for a monthly or annual plan on the TierPeak platform, after clicking on an affiliate link provided by you that identifies you as an affiliate, provided that you remain eligible to receive a commission in accordance with the terms of this Agreement.

The commencement of the customer's subscription is determined by the date of the first purchase or sign-up by the customer. You will receive a commission payment for that monthly/annual customer transaction during their subscription service, unless the prospect clicks on another affiliate link after making the purchase.

2 - Eligibility. To be eligible for compensation: (i) a lead must be accepted and valid; (ii) a Customer Transaction must have occurred; (iii) a Customer must remain a Customer for a period of 30 days; and (iv) the Customer Transaction must not have been made by You or a party related to You, such as Your employee, spouse or family member.

You are not eligible to receive compensation from us if: (i) such compensation is prohibited or limited by laws or regulations of Quebec (Canada) or the laws or regulations of your jurisdiction; (ii) the applicable Customer prohibits or objects to such compensation or requests a refund within 30 days of the date of purchase; and (iii) payment of the Commission was obtained through fraudulent means, misuse of the affiliate link, misuse of the affiliate tool, or in violation of this Agreement, or in any other manner that we deem detrimental to the Affiliate Program.

We may discontinue Commission payments at any time if any of these eligibility criteria are not met.

3 - Acceptance and Validity. You will only be eligible to receive a commission payment for all customer transactions that are derived from affiliate leads generated by the affiliate link we make available to you and are accepted by TierPeak. An affiliate lead will be considered valid and accepted if, in our reasonable determination, it is (i) a real person; and (ii) a potential new customer with us. Notwithstanding the foregoing, we reserve the right to reject a lead from an Affiliate Channel in our sole discretion.

If a lead does not complete any customer transaction within 60 (sixty) days of their first click on the affiliate link, you will not be eligible for a commission payment, even if the lead decides to purchase after the deadline has passed. If a person clicks on the affiliate link for the first time after this agreement has ended or is ending, he or she is not a valid lead for the affiliate program.

4 - Engagement with prospects. Once we receive the lead information, we may choose to engage directly with the lead, whether or not the lead is valid. If a lead is invalid, we may choose to retain the lead in our database and we may choose to engage with the lead. Any engagement between us and a lead will be at TierPeak's discretion.

5 - Commission and Payment. In order to receive payment under this Agreement, You must have: (i) agreed to the terms of this Agreement; (ii) completed all necessary steps to create your account in the Affiliate Tool in accordance with our instructions; and (iii) have a valid and current payment method in the Affiliate Tool with that account.

6 - Payment Terms and Default. We will have no obligation to pay you any commission associated with a failed transaction. As soon as you meet all the requirements of this section, you will be eligible to receive commission on customer transactions, as long as those customer transactions do not involve the same customer associated with a failed transaction.

7 - Payment of Commission. We will determine the currency in which we pay Commission, and the applicable conversion rate. We will not pay more than one commission payment on any given customer transaction (unless we choose to do so in our sole discretion).

8 - Commission Payment Frequency. We will pay commissions on a quarterly basis.

9 - Taxes. You are responsible for the payment of all taxes and fees (including bank charges) applicable to the Commission. Any TierPeak debts owed to you are subject to reduction by us by the TierPeak debts owed by you to us.

10 - Commission Amounts. We reserve the right to change the amount of the Commission in accordance with the Affiliate Tool.

PROMOTION OF THE TRADEMARK

You have the right to use the resources and brand images that We make available to You subject to the following conditions:

- You may not modify the resources in any way;

- You may only use our trademarks in connection with the Affiliate Program;

- You may not use any other competing trademarks in your promotion of TierPeak;

- You may not use our mark in a misleading manner or in any way that implies that we endorse or sponsor your services or products without our prior consent;

- You must not use our trademark in violation of applicable law or in connection with obscene, indecent or illegal subject matter or materials;

- You are solely responsible for ensuring that your notices, product descriptions and articles comply with all applicable copyright, trademark and other laws. TierPeak will not be liable if you use another party's copyrighted or trademarked material in violation of the law.

- You must comply immediately with our instructions if we ask you to stop using TierPeak's trademarked content;

LEGAL NOTICES

You must comply with all applicable foreign and domestic laws (including, without limitation, export laws and laws governing unsolicited email), government regulations and court administrative orders, and you must ensure that any third party making sales or partnerships on your behalf do the same. You agree not to engage in deceptive, misleading, illegal or unethical marketing or any other activity that may harm us, our customers or the general public. The TierPeak Affiliate Program may be affected by laws and regulations in Canada, as well as any other export laws and regulations that are applicable in the country.

INDEMNITY

You agree to defend, indemnify and hold TierPeak and the TierPeak Team harmless from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, fees or expenses (including, but not limited to, reasonable attorneys' fees and the costs of any investigation) arising directly or indirectly out of your use of the Platform or the Services ("Claims"), including, but not limited to: (a) our use of or reliance on information or data provided or to be provided by you, your employees, agents or customers; (b) any breach or violation of these Terms of Service by you, your employees, agents or customers; (c) the wrongful use or possession of any TierPeak property by you, your employees, agents or customers; (d) any negligence, gross negligence or willful misconduct on the part of you or your employees, agents or customers ; (e) any misrepresentation by you, your employees, agents or customers; (f) any violation of applicable law by you, your employees, agents or customers; (g) the actions of you, your employees, agents or customers; (h) the acts or omissions of you, your employees, agents or customers with respect to notifying and obtaining consents regarding the origin or content of SMS or MMS messages, emails or other communications using the Services, (i) taxes and other charges and/or (j) any dispute between (1) you and other users, (2) you and your customer(s), and/or (3) your customers.

We will: (i) notify you in writing within thirty (30) days after we become aware of any such claim; (ii) give you sole control over the defense or settlement of any such claim; and (iii) provide you with all information and assistance reasonably requested by you in defending or settling the claim. You will not agree to any settlement that imposes any obligation on us, requires us to make any statement, or imposes any restrictions on us without our prior written consent.

GOVERNING LAW, BINDING ARBITRATION AND CLASS ACTION WAIVERS

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of Quebec shall govern these Terms and any dispute arising hereunder, without giving effect to any principles of conflicts of law.

Any controversy or claim arising out of or relating to these Terms of Service shall be settled exclusively by arbitration, to the exclusion of the courts, in accordance with the provisions of the Quebec Code of Civil Procedure. The arbitration proceedings shall take place in Montreal, Quebec.

All claims and disputes falling within the scope of this arbitration agreement shall be arbitrated or litigated individually and not collectively. The claims of more than one client or user may not be arbitrated or litigated jointly or consolidated with those of any other client or user.

COMMUNICATIONS AND CONTACT INFORMATION

TierPeak may contact you regarding these Terms using the information you provide, or by other means if you do not provide contact information. If you no longer wish to receive communications from TierPeak, you may click on the "unsubscribe link" provided in such communications or contact us at [email protected].

TierPeak will never send you an email requesting confidential information such as account numbers, usernames or passwords, and you should never respond to an email requesting such information. If you receive such an email purporting to be from TierPeak, do not respond to the email and notify TierPeak by emailing us at [email protected].

For all other feedback, comments, requests for technical assistance and other communications relating to the Platform, these Terms and the Privacy Notice, please contact us at [email protected] or by mail at the following address

8330166 Canada Inc.

ATTN: Daleyne Guay

2660 Bellefeuille Street

Longueuil, Quebec J4M 1L5