Terms of Service

Effective Date: May 25, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by NorthPeak Affiliate Solutions (“NorthPeak Affiliate Solutions,” “we,” “us,” or “our”), a business operating in Canada from 245 King Street West, Suite 1800, Toronto, ON M5V 1J9, Canada.

By engaging our services, requesting a proposal, signing an order form or statement of work, accessing our materials, or otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply to all clients, prospects, and authorized representatives who engage with NorthPeak Affiliate Solutions in connection with affiliate-marketing services.

2. Scope of Services

NorthPeak Affiliate Solutions provides affiliate-marketing consulting and related support services, which may include:

• Affiliate program strategy and setup;
• Publisher and influencer partner recruitment;
• Commission structure planning and optimization;
• Performance tracking and reporting;
• Creative asset management for affiliate campaigns; and
• Compliance review and program policy support.

The exact services, deliverables, timelines, assumptions, and fees will be described in a proposal, statement of work, order form, invoice, or other written agreement (collectively, the “Service Order”). In the event of a conflict, the Service Order will prevail over these Terms to the extent of the conflict.

Unless expressly agreed in writing, NorthPeak Affiliate Solutions does not guarantee specific sales, revenue, rankings, conversion rates, traffic volumes, or other business outcomes.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Ensure you have all rights, licenses, approvals, and consents required for materials, trademarks, offers, claims, and promotions you provide;
• Review and approve deliverables, campaign materials, and recommendations promptly;
• Comply with all applicable laws, regulations, industry codes, platform policies, and advertising standards, including those relating to marketing, privacy, anti-spam, consumer protection, and intellectual property;
• Not use our services for unlawful, misleading, deceptive, or fraudulent activities;
• Maintain the security of any account credentials or access provided to us or shared with you; and
• Cooperate reasonably with requests for information, approvals, and feedback required to complete the services.

You are solely responsible for the legality, accuracy, and substantiation of any claims, offers, disclosures, landing pages, affiliate terms, and promotional content used in your business or campaigns.

4. Payment Terms and Conditions

Fees will be set out in the applicable Service Order or invoice. Unless otherwise stated, all fees are quoted in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law.

• Invoices are payable within the period stated on the invoice or Service Order; if no period is stated, payment is due within 15 days of invoice date.
• Late payments may result in suspension of services, delayed deliverables, and/or interest at the maximum rate permitted by law, calculated from the due date until paid in full.
• Any third-party costs, media spend, software subscriptions, platform fees, travel expenses, or out-of-pocket expenses approved by you in advance are your responsibility unless expressly included in the fees.
• Fees are non-cancellable once work has commenced, except as expressly stated in these Terms or in a Service Order.
• Disputed invoices must be raised in writing within 10 days of receipt, with reasonable detail. Undisputed portions remain payable on time.

5. Cancellation and Refund Policy

Either party may cancel ongoing services by providing written notice in accordance with the Service Order or, if none is specified, on 30 days’ written notice.

Upon cancellation:

• You remain responsible for all fees for services performed and approved expenses incurred up to the effective cancellation date;
• Any prepaid fees are non-refundable except where required by applicable law or expressly stated otherwise in writing;
• Work in progress may be delivered at our discretion upon payment of all outstanding amounts; and
• We may immediately suspend or terminate services for non-payment, breach of these Terms, or unlawful conduct.

Refunds, if any, are limited to amounts expressly agreed in writing by NorthPeak Affiliate Solutions or required by applicable law.

6. Liability Limitations

To the fullest extent permitted by applicable Canadian law, NorthPeak Affiliate Solutions, its directors, officers, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the services or these Terms, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed the total fees paid by you to NorthPeak Affiliate Solutions for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or any other liability that cannot lawfully be excluded or limited.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing materials, methodologies, templates, processes, tools, know-how, software, frameworks, and other intellectual property owned or licensed by NorthPeak Affiliate Solutions remain our property or the property of our licensors.

Upon full payment of all applicable fees, and subject to any third-party rights and any exclusions in the Service Order, you receive a non-exclusive, non-transferable license to use the final deliverables created specifically for you for your internal business purposes and for the intended affiliate-marketing use described in the Service Order.

You grant NorthPeak Affiliate Solutions a limited, non-exclusive, royalty-free license to use your logos, trademarks, brand assets, and content solely as necessary to perform the services.

We may retain copies of deliverables, reports, and work product for recordkeeping, compliance, quality assurance, and portfolio/reference purposes, unless you request in writing that we not use your name or brand publicly, subject to our legal and contractual obligations.

8. Data Protection and Privacy

NorthPeak Affiliate Solutions will collect, use, disclose, and store personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

We may process personal information provided by you or collected in connection with the services for purposes including:

• Providing and administering the services;
• Communicating with you and your authorized representatives;
• Tracking performance and generating reports;
• Complying with legal, regulatory, tax, and contractual obligations; and
• Maintaining internal records and service quality.

You represent and warrant that you have obtained all necessary consents and provided all required notices for any personal information you disclose to us, including information relating to publishers, influencers, customers, prospects, or other third parties.

We will take reasonable administrative, technical, and physical safeguards designed to protect personal information, but no method of transmission or storage is completely secure. To the extent permitted by law, we are not responsible for unauthorized access arising from events beyond our reasonable control.

9. Force Majeure

NorthPeak Affiliate Solutions will not be liable for any delay or failure to perform its obligations to the extent caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic or pandemic, labour disputes, power outages, internet or telecommunications failures, cyberattacks, war, terrorism, civil unrest, government action, or failures of third-party platforms or vendors.

During a force majeure event, our obligations will be suspended for the duration of the event, and we will use commercially reasonable efforts to resume performance as soon as practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. The updated Terms will be effective when posted or when otherwise communicated to you, unless a later effective date is stated.

Your continued use of our services after the effective date of any updated Terms constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the services and, if applicable, terminate the Service Order in accordance with the cancellation provisions.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them or the services will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree that the courts located in Toronto, Ontario will have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or the services, subject to any mandatory consumer protection or other non-waivable rights under applicable law.

12. Contact Information

If you have questions about these Terms or our services, please contact:

• NorthPeak Affiliate Solutions
• 245 King Street West, Suite 1800, Toronto, ON M5V 1J9, Canada
• Email: [email protected]
• Phone: +1 (416) 782-5943

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable while preserving its intent, it will be deemed modified accordingly to the extent permitted by law.

Entire Agreement: These Terms, together with any applicable Service Order and any documents expressly incorporated by reference, constitute the entire agreement between you and NorthPeak Affiliate Solutions regarding the services and supersede prior or contemporaneous understandings on the same subject matter.