TERMS & CONDITIONS FOR THE SUPPLY OF AFFILIATE SERVICES

This is an Agreement between at (“Affiliate”) and LendingMate Finance Inc at 1593 Ellis Street, Kelowna, BC V1Y 2A7 (“LendingMate”). The Affiliate shall refer customers to lendingmate.ca using a unique URL code (a “Campaign”). Any loans funded which are attributable to the Affiliate will earn commission payable to the affiliate in line with the terms set out in this agreement (the “Services”) and the Services shall be delivered to LendingMate under the terms and conditions of this Agreement. LendingMate will place an order for the Services (the “Order”) and the Affiliate shall be deemed to be accepted on the earlier of LendingMate receiving a written acceptance or the Affiliate acting consistent with fulfilling the Order.

1. Commencement and Duration
   1. This Agreement shall commence on the date when it has been signed by all the parties and once LendingMate has reviewed and approved the application of the Affiliate. This Agreement shall continue, unless terminated earlier in accordance with clause 10 (“Termination”), until it is updated or replaced by another agreement. The commencement of this agreement shall override any existing prior agreement for the supply of Affiliate or Broker Services between LendingMate and
2. Affiliate’s Responsibilities
   1. The Affiliate will provide the Services and shall promote LendingMate’s loan product (the “Product”) which shall be set out in writing to the Affiliate by LendingMate on the companies affiliate portal (the “Brief”). The Affiliate shall comply with the Brief at all times and the Brief may only be changed by LendingMate, at LenidngMate’s discretion.
   2. The Affiliate shall throughout the Service:
      1. ensure that the Services comply with the Brief and are fit for any purpose expressly or implicitly made known in the Brief;
      2. ensure that all delivery of the Service is to the best quality and free from errors or defects;
      3. only offer by means of advertisement or via the Affiliate’s website the Product to customers or prospective customers in the provinces where LendingMate offer their product;
      4. be responsible for the quality and accuracy of all Referrals (as defined below);
      5. provide all information to LendingMate as it may reasonably require;
      6. maintain all licences and consents necessary in order to comply with any relevant laws, rules or regulations;
      7. comply will all relevant data protection laws including but not limited to Canadian Personal Information Protection and Electronic Documents Act; and
      8. comply with all relevant advertising laws.
3. LendingMate Remedies
   1. If the Affiliate fails to perform the Services by the applicable dates as set out in the Brief, LendingMate shall, without limiting other rights or remedies available to it, have one or more of the following rights:
      1. to terminate the contract with immediate effect by giving written notice to the Affiliate;
      2. to refuse to accept any subsequent performance of the Services which the Affiliate attempts to make;
      3. to recover from the Affiliate any costs incurred by LendingMate in obtaining substitute services from a third party;
      4. to require a refund from the Affiliate of sums paid in advance for Services that the Affiliate has not provided; and
      5. to claim damages for any additional costs, loss or expenses incurred by LendingMate which are in any way attributable to the Broker’s failure to meet such duties set out in the Brief.
   2. LendingMate’s rights under this Agreement are in addition to its rights and remedies implied by any state laws and other laws.
4. LendingMate’s Obligations
   1. LendingMate shall:
      1. provide such necessary information for the provision of the Services as the Affiliate may reasonably request;
      2. comply with its obligations set out in the Brief; and
      3. comply with its obligations under this Agreement.
5. Payments and Charges
   1. The commission payable to the Affiliate is agreed on a per-campaign basis, as and when new campaigns are created via the affiliate portal or when set up directly by LendingMate. Commission is only payable provided that the customer was directly introduced by the Affiliate through a campaign which belongs to the Affiliate (for the avoidance of doubt “introduced” shall mean by any reasonable means of communication including through the website of the Broker), and is tracked inline with our tracking policy as detailed in our ‘referral guide’ (a “Referral”). Commission is paid to the Affiliate at the rate set by the campaign used during the Referral. By agreeing to join a campaign the affiliate accepts the commission rate displayed in the portal.
   2. When the affiliate agrees to join a campaign, via our affiliate portal, they agree to accept and be bound by the terms of the campaign, as laid out on the portal as well as this agreement.
   3. Every month LendingMate shall report Referral figures(the “Report”) to the Affiliate of Loan Payments made via the Affiliate Portal or via email and the Affiliate shall within 30 business days of the Report being generated provide LendingMate with an accurate invoice for the full amount owed by LendingMate.LendingMate shall pay the full amount owed within 30 days’ of receiving the invoice.
   4. All amounts payable by LendingMate are exclusive of amounts in respect of GST or PST or any other value added taxes.
   5. If a customer cancels their loan within 14 days from the date of their loan agreement, any commission paid to the Affiliate can be claimed back by LendingMate, or deducted from future payments due to the Affiliate.
   6. If a Loan Payment has been paid to a customer, and that Loan Payment is later discovered to be a fraudulent application, then the commission paid to the Affiliate for the Loan Payment can be claimed back by LendignMate, or deducted from future payments due to the affiliate.
   7. LendingMate reserves the right to change commission rates per campaign at their own discretion.
   8. LendingMate reserves the right not to offer Affiliates to participate in some campaigns.
6. Intellectual Property Rights
   1. All intellectual property rights meaning copyright and related rights, moral rights, trademarks(and service marks), business names, domain names, rights in get - up, goodwill, passing off, know -how, database rights, rights in design, rights in computer software, inventions, artistic works and all other intellectual property which subsist or will subsist in the future in any part of the world(herein “Intellectual Property”) in or arising in connection with the Brief or Service or any materials disclosed by LendingMate to the Affiliate shall remain the exclusive property of, and be owned by, LendingMate.
   2. LendingMate grants to the Affiliate a non - exclusive, and revocable licence, at the lenders discretion, during during the term of this Agreement to use the Intellectual Property of LendingMate being only the material specified in the Brief.
7. Covenants
   1. Each party agrees that to protect the Confidential Information(as defined in Clause 8) and legitimate business interests of the other and neither shall, during the term of this agreement, or for a period of 12 months after the agreement is terminated, hereof:
      1. solicit or entice away from the employment of the other, or of any company in the other’s group or any person who is at any time during such period in the employment of the other; and
      2. employ or engage or otherwise facilitate the employment or engagement of any person employed by the other.
8. Confidentiality
   1. Each party undertakes that it shall not at any time during this Agreement, and for a period of three years after termination of this Agreement, disclose to any person, any confidential information which for the purposes of this Agreement means any confidential information(however recorded or preserved) disclosed by a party to the other party in connection with the contents of this Agreement, the Brief or the Service(the “Confidential Information”) unless agreed in writing by the other party.
   2. Each party may disclose the other party’s Confidential Information only to its employees, advisers or representatives in connection with this Agreement or if required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. No party may use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9. Indemnity
   1. The Affiliate shall indemnify and hold harmless LendingMate against all liabilities, costs, expenses, damages and losses(including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs(calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the LendingMate arising out of or in connection with any claim made against LendingMate by a third party arising out of, or in connection with this Agreement or the supply of the Services.
   2. For the avoidance of doubt this clause 9 shall survive the Termination Date.
10. Termination
    1. Without limiting or affecting any other right available to it, LendingMate may terminate this Agreement:
       1. with immediate effect by giving written notice to the Affiliate; or
       2. the Affiliate’s financial position deteriorates to such an extent that in the reasonable opinion of LendingMate the Affiliate’s ability to adequately fulfil its obligations under this Agreement have been placed into jeopardy; or
       3. the Affiliate commits a breach of any terms under clause 3(a); or
       4. for convenience by giving the Affiliate 7 days’ written notice.
       5. The affiliate fails to be approved by our partnership team and the affiliate account is not opened.
    2. Without limiting affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any terms under this Agreement;
       2. the other party enters or takes any step in connection with any type of insolvency; or
       3. the other party suspends, or threatens to suspend, or ceases of threatens to cease to carry on all or a substantial party of its business.
    3. LendingMate reserves the right to terminate individual Campaigns at their discretion, without impacting or terminating this Agreement as a whole.
    4. On termination of this Agreement(for whatever reason) the Affiliate shall return all materials and property to LendingMate and LendingMate reserves all rights and remedies including the right to claim damages in respect of any breach of this Agreement which existed at of before the Termination Date.
    5. If an Affiliate is involved in multiple campaigns, they will be bound by the terms of each campaign individually. The creation of a new campaign will not terminate the agreement of a previous campaign unless LendingMate approves this in writing.
11. Miscellaneous
    1. No variation of this Agreement shall be effective unless it is agreed in writing and signed by both parties.
    2. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    3. If any provision of this Agreement shall be deemed invalid, illegal or unenforceable it shall be deemed modified to the minimum extent necessary to make it valid, legal or enforceable.
    4. Any notice given by either party shall be in writing and delivered by email.
    5. This Agreement does not confer any rights or benefits on any other persons other than the parties to this Agreement.
    6. This Agreement is the entire agreement between the parties and shall not be assigned to any other party without the prior express written consent of the other party.
    7. LendingMate reserves the right to update this Agreement by providing written notice to the Affiliate.
12. Governing Law
    1. The laws of Ontario and the laws of Canada applicable in that province, excluding any rule or principle of conflicts of law that may provide otherwise, govern this agreement.

Signed

Elliott Santana, Head of Partnerships

On behalf of LendingMate Finance Inc.

Date: Thursday, 02 May 2024

Signed

On behalf of

Date: Thursday, 02 May 2024