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Affiliate Program Agreement

HiPat Health & Fitness Application

Effective Date: January 15, 2025 Last Updated: January 15, 2025

1. Introduction and Acceptance

This Affiliate Program Agreement ("Agreement") is entered into between you ("Affiliate," "you," or "your") and 1000944461 Ontario Ltd., operating as HiPat ("HiPat," "Company," "we," "us," or "our"), an Ontario corporation with its registered office at 7398 Yonge Street, Suite 2073, Thornhill, Ontario, L4J8J2, Canada.

By applying for, enrolling in, or participating in the HiPat Affiliate Program ("Program"), you acknowledge that you have read, understood, and agree to be bound by this Agreement, the HiPat Terms and Conditions, and the HiPat Privacy Policy, all of which are incorporated herein by reference.

We reserve the right to accept or reject any application to the Program in our sole discretion. We may require additional information or verification before approving your application.

2. Independent Contractor Status

2.1 Independent Contractor Relationship. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE, AGENT, PARTNER, JOINT VENTURER, FRANCHISEE, OR LEGAL REPRESENTATIVE OF HIPAT OR 1000944461 ONTARIO LTD. This Agreement does not create an employment relationship, and nothing in this Agreement shall be construed to create any such relationship.

2.2 No Employment Benefits. As an independent contractor, you are not entitled to any employment benefits from HiPat, including but not limited to:

  • Health insurance or other medical benefits
  • Retirement plans or pension contributions
  • Life insurance or disability insurance
  • Paid vacation, sick leave, or holiday pay
  • Workers' compensation coverage
  • Unemployment insurance benefits
  • Any other benefits typically provided to employees

2.3 Control Over Work. You retain complete control over the manner, method, and means by which you perform promotional activities under this Agreement. You set your own hours, work from your own location, and use your own equipment. HiPat does not supervise, direct, or control your day-to-day activities.

2.4 Right to Work for Others. You may engage in other business activities, including promoting products or services for other companies, provided such activities do not violate the exclusivity, non-compete, or confidentiality provisions of this Agreement.

2.5 No Authority to Bind. You have no authority to bind HiPat to any contract, agreement, or commitment. You shall not represent yourself as an employee or agent of HiPat or make any representations on behalf of HiPat except as expressly authorized in writing.

3. Tax Responsibilities

3.1 Your Tax Obligations. YOU ARE SOLELY RESPONSIBLE FOR REPORTING ALL REVENUE SHARE INCOME TO THE APPROPRIATE TAX AUTHORITIES IN YOUR JURISDICTION, REGARDLESS OF THE AMOUNT EARNED AND REGARDLESS OF WHETHER YOU RECEIVE ANY TAX FORMS FROM HIPAT. Revenue share payments constitute taxable income that must be reported on your tax returns. HiPat does not withhold taxes from revenue share payments, and you are responsible for making any required tax payments, including estimated quarterly payments if applicable.

3.2 Canadian Residents. If you are a resident of Canada, your tax obligations include but are not limited to:

  • Reporting all revenue share income to the Canada Revenue Agency (CRA) as self-employment or business income
  • Paying all applicable federal and provincial/territorial income taxes
  • Making Canada Pension Plan (CPP) contributions on self-employment income if applicable
  • Registering for GST/HST if your worldwide taxable supplies exceed $30,000 in any calendar quarter or over four consecutive calendar quarters
  • Maintaining accurate records of all income and related expenses
  • Filing all required tax returns by applicable deadlines

3.3 United States Residents. If you are a resident of the United States, your tax obligations include but are not limited to:

  • Reporting all revenue share income to the Internal Revenue Service (IRS) as self-employment income
  • Paying all applicable federal, state, and local income taxes
  • Paying self-employment tax for Social Security and Medicare
  • Making estimated quarterly tax payments if required
  • Maintaining accurate records of all income and related expenses
  • Filing all required tax returns by applicable deadlines

3.4 International Residents. If you reside outside Canada and the United States, you are solely responsible for understanding and complying with all tax laws, reporting requirements, and payment obligations applicable in your jurisdiction, including income taxes, social contributions, value-added taxes, and any other applicable taxes.

3.5 Tax Information Reporting by HiPat. HiPat may, but is not obligated to, issue tax information slips or forms to affiliates whose annual earnings exceed applicable reporting thresholds. For Canadian affiliates, this may include a T4A slip if annual payments exceed $500 CAD. For US affiliates, this may include Form 1099-NEC if annual payments exceed $600 USD. If HiPat determines that tax reporting is required, you agree to provide accurate taxpayer identification information (such as Social Insurance Number, Business Number, Social Security Number, or Employer Identification Number) upon request. Failure to provide requested information may result in withholding of payments or termination from the Program. THE ABSENCE OF A TAX SLIP FROM HIPAT DOES NOT ELIMINATE YOUR OBLIGATION TO REPORT INCOME.

3.6 Annual Earnings Statements. HiPat will make annual earnings summaries available to all affiliates through the affiliate dashboard or upon request. These statements are provided for your record-keeping convenience and do not constitute tax forms. You are responsible for maintaining your own records of all revenue share payments received.

3.7 No Tax Advice. HiPat does not provide tax, legal, or accounting advice. You are strongly encouraged to consult with a qualified tax professional regarding your specific tax obligations. HiPat is not responsible for any penalties, interest, or additional taxes you may incur.

3.8 Indemnification for Tax Obligations. You agree to indemnify and hold harmless HiPat from and against any claims, damages, losses, or expenses arising from your failure to comply with your tax obligations, including any taxes, penalties, or interest that any taxing authority may seek to collect from HiPat.

4. Commission Structure and Payment

4.1 Commission Rates. Commission rates, bonus structures, and eligible transactions are set forth in the Program Materials provided separately and may be updated from time to time upon thirty (30) days' notice. Current commission rates are available in your affiliate dashboard.

4.2 Qualifying Transactions. Commissions are earned on qualifying transactions that meet all of the following criteria:

  • The referred user must be a new HiPat user who has not previously registered
  • The referred user must complete registration using your unique affiliate link or code
  • The referred user must maintain an active paid subscription for at least thirty (30) days
  • The transaction must not be subsequently refunded, charged back, or otherwise reversed

4.3 Commission Tracking. We track qualifying referrals through affiliate links, cookies, and unique referral codes. Cookie duration is 30 days from the initial click. You are responsible for ensuring referred users use your affiliate link or code.

4.4 Payment Schedule. Commission payments are processed monthly for commissions earned in the prior calendar month, provided the minimum payout threshold has been reached. The minimum payout threshold is $50 USD or equivalent. Commissions below the threshold will roll over to the following month.

4.5 Payment Methods. Commission payments may be made via:

  • Direct deposit/ACH (US and Canada)
  • PayPal
  • Wire transfer (for amounts exceeding $500 USD)
  • Other methods as made available

You are responsible for any fees charged by payment processors or your financial institution.

4.6 Commission Adjustments. We reserve the right to adjust, withhold, or claw back commissions in the following circumstances:

  • Fraudulent, deceptive, or illegitimate referrals
  • Referrals that result in chargebacks or refunds
  • Violations of this Agreement or the Terms and Conditions
  • Technical errors in commission calculation
  • Self-referrals or referrals to immediate family members

4.7 Taxes on Commissions. All commission payments are exclusive of any applicable taxes. You are responsible for all taxes on commission income as described in Section 3.

5. Promotional Guidelines and Restrictions

5.1 Authorized Promotional Activities. You may promote HiPat through:

  • Social media posts and content
  • Blog posts and articles
  • Email marketing to your own subscribers
  • Video content and podcasts
  • Word-of-mouth referrals

5.2 FTC and Advertising Disclosure Requirements. You must comply with all applicable advertising laws and regulations, including the US Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255). Specifically, you must:

  • Clearly and conspicuously disclose your material connection to HiPat in all promotional content
  • Place disclosures where they are easily noticed and not buried in hashtags, at the end of lengthy posts, or behind "more" links
  • Use clear language such as "Ad," "Sponsored," "Paid partner," "I earn commissions from purchases through this link," or "#ad" in a prominent location
  • Make disclosures in the same language as the promotional content
  • Ensure disclosures are visible on all platforms where the content appears, including when content is shared or embedded

5.3 Canadian Advertising Standards. If promoting to Canadian audiences, you must comply with the Competition Act and the Canadian Code of Advertising Standards, including requirements for truthful advertising and disclosure of material connections.

5.4 Health Claims Restrictions. You shall not make any health claims about HiPat that:

  • Suggest the app can diagnose, treat, cure, or prevent any disease or medical condition
  • Promise specific health outcomes or results
  • Misrepresent the nature of the AI coach or its capabilities
  • Are false, misleading, deceptive, or unsubstantiated

You should emphasize that HiPat is a general wellness app for educational and entertainment purposes and that users should consult healthcare providers before making health decisions.

5.5 Prohibited Promotional Practices. You shall not:

  • Use spam, including unsolicited emails, text messages, or social media messages
  • Make false or misleading claims about HiPat or its features
  • Use HiPat trademarks in domain names, social media handles, or paid search campaigns without written approval
  • Bid on HiPat branded keywords in paid search advertising
  • Create fake reviews, testimonials, or endorsements
  • Use cookie stuffing, click fraud, or other deceptive tracking practices
  • Promote HiPat on adult content sites, hate sites, or sites promoting illegal activities
  • Offer unauthorized discounts, coupons, or incentives
  • Impersonate HiPat or its employees
  • Engage in any practice that could harm HiPat's reputation or brand

6. Intellectual Property

6.1 Limited License. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use HiPat trademarks, logos, and marketing materials ("HiPat Materials") solely for the purpose of promoting HiPat under this Agreement.

6.2 Usage Guidelines. When using HiPat Materials, you must:

  • Follow our brand guidelines as provided
  • Not modify, alter, or create derivative works of HiPat Materials without approval
  • Not use HiPat Materials in any way that could damage our reputation
  • Immediately cease use of HiPat Materials upon termination of this Agreement

6.3 Your Content. You retain ownership of promotional content you create. However, you grant HiPat a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display your promotional content for marketing and promotional purposes.

6.4 No Ownership Transfer. Nothing in this Agreement transfers any ownership of intellectual property from either party to the other.

7. Confidentiality

7.1 Confidential Information. "Confidential Information" includes commission rates, conversion data, referral statistics, business strategies, unreleased features, and any other information designated as confidential or that a reasonable person would understand to be confidential.

7.2 Non-Disclosure. You agree to keep Confidential Information strictly confidential and not to disclose it to any third party without our prior written consent. This obligation survives termination of this Agreement.

7.3 Exceptions. Confidential Information does not include information that:

  • Is or becomes publicly available through no fault of yours
  • Was known to you prior to disclosure
  • Is independently developed by you without use of Confidential Information
  • Is required to be disclosed by law (with prompt notice to us)

8. Term and Termination

8.1 Term. This Agreement begins upon your acceptance into the Program and continues until terminated by either party.

8.2 Termination by You. You may terminate this Agreement at any time by providing written notice to affiliates@hipat.com and ceasing all promotional activities.

8.3 Termination by HiPat. We may terminate this Agreement and your participation in the Program at any time, with or without cause, upon notice to you. Reasons for termination may include, but are not limited to:

  • Violation of this Agreement or our Terms and Conditions
  • Fraudulent, deceptive, or illegal activities
  • Inactivity for six (6) consecutive months
  • Conduct that harms HiPat's reputation
  • Discontinuation of the Program

8.4 Effects of Termination. Upon termination:

  • All licenses granted under this Agreement immediately terminate
  • You must immediately cease all promotional activities and use of HiPat Materials
  • You must remove all HiPat Materials from your platforms within seven (7) days
  • Pending commission payments for qualifying transactions will be paid according to the normal payment schedule, provided no violations occurred
  • Commissions for transactions occurring after termination will not be paid
  • Confidentiality obligations survive termination

8.5 Program Modifications. We reserve the right to modify the Program, including commission rates, payment terms, and program rules, upon thirty (30) days' notice. Continued participation after such modifications constitutes acceptance.

9. Representations and Warranties

9.1 Your Representations. You represent and warrant that:

  • You are at least 18 years of age and have the legal capacity to enter into this Agreement
  • You have provided accurate and complete information in your application
  • You will comply with all applicable laws and regulations in your promotional activities
  • You will not engage in fraudulent, deceptive, or misleading practices
  • Your promotional activities will not infringe any third party's rights
  • You have the right to grant the licenses set forth in this Agreement

9.2 Disclaimer. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

10.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HIPAT, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Cap on Liability. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless HiPat, 1000944461 Ontario Ltd., and their directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your promotional activities
  • Your breach of this Agreement
  • Your violation of any law or regulation
  • Your infringement of any third party's rights
  • Your failure to comply with tax obligations
  • Any content you create in connection with the Program

12. Dispute Resolution

Disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the HiPat Terms and Conditions, which are incorporated herein by reference.

13. General Provisions

13.1 Entire Agreement. This Agreement, together with the Terms and Conditions and Privacy Policy, constitutes the entire agreement between the parties regarding the Program.

13.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 No Waiver. Failure to enforce any provision shall not constitute a waiver of that provision.

13.4 Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction.

13.5 Notices. Notices to HiPat should be sent to affiliates@hipat.com. Notices to you will be sent to the email address in your affiliate account.

13.6 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14. Acknowledgment

BY PARTICIPATING IN THE HIPAT AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. YOU SPECIFICALLY ACKNOWLEDGE THAT:

  1. You are an independent contractor and not an employee of HiPat
  2. You are solely responsible for reporting and paying all taxes on revenue share income, regardless of amount and regardless of whether you receive tax forms from HiPat
  3. HiPat does not withhold taxes and does not provide employment benefits
  4. You will comply with all advertising disclosure requirements
  5. You will not make unauthorized health claims about HiPat