Effective Date: November 2020

This Agreement contains the complete terms and
conditions upon which we offer you participation in the GOOD TO
GO Affiliates Program (the "Program"). Acceptance of this
Agreement by participation in the Program creates a binding legal agreement
that you will use our websites, links, and other property of GOOD TO GO™ or its
partners only in a manner that is consistent with this Agreement. As used in
this Agreement, "we" means GOOD TO GO™, "you" means the
applicant, and "our Website" means www.good2gosnack.ca and www.good2gosnacks.com, and any GOOD TO GO website operated by us.
GOOD TO GO™

1. Enrollment In The Program 

The purpose of this Program is to promote the
sale of products offered on our Website (the “Purpose”). To begin the
enrollment process, you will submit a complete Program application via
Refersion. We will evaluate your application and notify you of your acceptance
or rejection. We may reject your application for any reason at our sole
discretion. We generally reject applicants that:

• Promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age;

• Promote illegal activities or are intended
to harass or defame anyone;

• Include "good 2 go" or variations
or misspellings thereof in their domain names; or

• Otherwise violate our intellectual property
rights or the intellectual property rights of others.

If we reject your application, you are welcome
to reapply to the Program at any time. If we accept your application, we
reserve the right to terminate your participation in the Program for any reason
in our sole discretion immediately without prior notice.

2. Links On Your Website/ Social Media Sites/
Newsletter/ Any Other Online Presence

Once you have been notified that you have been
accepted into the Program, you may provide to your audience/ clients one
or more of the following types of links to our Website:

• Product Links

• Banner Links

• Search Box Links

• Text Links

• Rotating Product Links

• Data Feed Links

• General Links To Our Website Home Page

We will provide you with guidelines and
graphical artwork to use for linking to our Website. To permit accurate
tracking, reporting, and accrual of commission credits, we will provide you
with special "tagged" link formats ("Special Links"). You
must ensure that each link between your website and our Website is a special
link. You will only earn commission on sales that originate through Special
Links. We are not responsible for any failure by you to use Special Links. You
may also use Special Links on social media sites (e.g. Facebook, Twitter,
Pinterest) (“Social Media Site”) or on your Online Newsletter audience,
provided that such use is consistent with the Purpose and terms of this
Agreement.  

Use of Images  The product images
provided to members of the Program are the property of GOOD TO GO™, its
corporate affiliates or its content suppliers and are protected by United
States and international copyright laws. You may not use any product image in
any way that exceeds the limited license granted to you by this Agreement. This
limited license allows you to use product images solely for the purpose of
promoting our products for sale by creating Links connecting to our Website.
This means, among other things, that you may not: (a) alter, modify or
manipulate any product image; (b) use a product image in any form other than
the form provided by us; (c) remove any code or identifying information from
any product image; (d) inactivate the link associated with any product image or
cause the image to ultimately link to a destination other than our Website; or
(e) link to or display images after they have been discontinued from the GOOD
TO GO™ product catalog. 

3. Additional Restrictions and Prohibited
Activity 

You may not, directly or indirectly:  (a)
Purchase or register domains or search engine keywords, AdWords, search terms
or other identifying terms that include the word "GOOD TO GO" or any
variations thereof. Variations include foreign country or other top-level domain
extensions. In addition to the foregoing, you must register or establish the
following negative keywords with each search engine from which you purchase or
register keywords: "GOOD TO GO," "Goodto go," and "good2go"
Specifically, this policy prohibits you from purchasing or registering domains
or search terms such as, but not limited to, the following: 

• Our trademarks, "GOOD TO GO,” and any
keyword string that includes these terms, for example, "Good2go",
"good2gosnacks", "goodto go snacks", "GTG snacks",
etc.;

• Variations or misspellings of our
trademarks 

• Any form of our trademarks, or any variation
or misspelling thereof, in connection with foreign country or other domain
extensions.

(b) Use or display " GOOD TO
GO™ " or "good2gosnacks.com,” or “good2gosnacks.ca” or any
misspellings or variations thereof, in either the copy/advertisement or the
display URL for paid search listings. Variations include foreign country or
other top-level domain extensions;  

(c) Use or display any logos or trademarks
owned by GOOD TO GO™, or any misspellings or variations thereof, in your
profile on any Social Media Site. Prohibited uses include, but are not limited
to, profile and/or screen names, email addresses, profile or cover
photos/images, etc.  

(d) You must follow common search engine
guidelines, such as: (a) your display URL must match the ultimate actual
destination URL; 

(b) you may not frame our website as a landing
page; or (c) you may not create "redirects" or "jump pages"
that immediately direct to our website; 

(e) Dilute, blur or tarnish the value of our
trademarks, and/or products and services. (For example, you are not allowed to
say that you offer better and/or more promotions, products and services than
GOOD TO GO™); (f) Misrepresent GOOD TO GO™ ‘s brands including our URL,
logos, trademarks and tradenames, or misrepresent that either you or your
website are GOOD TO GO™ or operated by GOOD TO GO™.

(g) Engage in any conduct that violates the
CAN-SPAM Act of 2003, as amended, or any similar privacy or data protection law
of any jurisdiction; 

(h) Enable any sales to be made that are not
in good faith, including, but not limited to, by means of any device, public
coupon site, program, robot, Iframe, hidden frame or redirect; 

(i) Use any device or technology that will
replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner
a Web user's access, view or usage of, the website of any affiliate of ours in
a manner that causes or otherwise results in a different experience from what was
otherwise intended by our affiliate; or  

(j) Use any device or technology that will
block, alter, direct, redirect, substitute, insert, append itself to, or
otherwise intercept or interfere in any manner with any click through or other
traffic-based transaction that originated from the website of any affiliate of
ours with the result of reducing any compensation or other payment earned by or
owing to such affiliate.  

(k) Issue or post any press release or other
broad-based communication regarding your participation in the Program without
our consent. Notwithstanding the foregoing, you may promote your website via
mailings to recipients who are already customers or subscribers to your
website's services, provided that the recipients have the option to remove
themselves from future mailings and that you otherwise comply with all
applicable laws of your jurisdiction. Further, you may promote your website via
newsgroup postings to newsgroups that specifically welcome commercial messages
(when in doubt, consult the newsgroup FAQ or moderators to be sure that such a
message is acceptable in that newsgroup).  We reserve the right to modify
these rules at any time. If we determine, in our sole discretion, that you have
violated any of the foregoing restrictions, we may (without limiting any other
rights or remedies available to us) withhold any commission otherwise payable
to you under this Agreement and/or terminate this Agreement. If we are required
to enforce any of the foregoing restrictions, you will be obligated to
reimburse us for any attorneys' fees incurred in connection therewith. 

4. Use of Our Trademarks 

Our trademarks include " GOOD TO GO.” You
may use the Trademarks solely for the purposes authorized by this Agreement.
You may not alter graphics containing the Trademarks in any manner. For
example, you may not change the proportion, color, or font of the Trademarks.
You may not display the Trademarks in any manner that implies sponsorship,
endorsement by us other than of your involvement in the Program. You may not
use the Trademarks to disparage our company, our products or services, or in a
manner which, in our reasonable judgment, may diminish or otherwise damage our
goodwill in the Trademarks. You acknowledge that all rights to the Trademarks are
our exclusive property, and all goodwill generated through your use of the
Trademark will inure to our benefit.  If we determine, in our sole
discretion, that you have violated any of the foregoing restrictions, we may
(without limiting any other rights or remedies available to us) withhold any
commission otherwise payable to you under this Agreement and/or terminate this
Agreement. If we are required to enforce any of the foregoing restrictions, you
will be obligated to reimburse us for any attorneys' fees incurred in
connection therewith.

5. Order Processing 

We will process product orders placed by
customers who follow a Special Link from your website to our Website. We
reserve the right to reject orders that do not comply with any requirements
that we periodically may establish. We will be responsible for all aspects of
order processing and fulfillment. Among other things, we will prepare order
forms, process payments, cancellations, and returns, and handle customer
service. We will track sales made to customers who purchase products using
Special Links from your website to our Website and will make available to you
reports summarizing this sales activity. The form, content, and frequency of
the reports may vary from time to time at our discretion. 

6. Commission 

Subject
to the terms and conditions of this Agreement, you will be eligible to earn
commission on certain product sales in accordance with Sections 7 and 8 below.
For a product sale to be eligible for commission credits, the customer must
follow a Special Link that you share to our Website, select and purchase the
product using our automated ordering system, accept delivery of the product at
the shipping destination, and remit full payment to us.

7. Earning Commission Credits 

Standard Commission Credit Rate  You will
accrue commission credits based on Qualifying Revenues according to commission
credit rates established by us from time to time. "Qualifying
Revenues" are revenues derived by us from our sales of products, after
reduction for discounts, coupons and/or gift card redemptions, as a result of
purchases made by visitors to our Website that come directly through a Special
Link on your website. "Qualifying Revenues" do not include gift card
purchases, shipping & handling, gift-wrapping or taxes.  For all
affiliates other than Coupon Affiliates and Sub-Affiliates (see below), the
commission rate is 15% of Qualifying Revenues. 

30-Day Cookie 

The Program uses a 30-day cookie. This means
that if a visitor to your website clicks through a Special Link to our Website,
you will be eligible for commission credits on Qualifying Revenues related to
purchases made by such visitor within 30 days of such visitor’s click on the
Special Link on your website. The Program also employs a last-cookie principal.
This means that we will credit a sale to a different affiliate, GOOD TO GO sales
channel or GOOD TO GO website if after a visitor clicks through a Special Link
on your website the visitor clicks on a Special Link from such other
affiliate’s website, a GOOD TO GO-sponsored advertisement or a link on one GOOD
TO GO website that will take the visitor to another GOOD TO GO website.

8. Commission Payment 

No
commission will be earned or payable unless and until you have in any given
Program Year (defined below) accrued commission credits of at least $10.00.
“Program Year” refers to any 12-month period beginning June 1 and ending May
31. If you do not accrue such minimum commission credit amount by the end of
such Program Year, any commission credits in your account will be canceled and
permanently deleted from your account. Any accrued but unpaid commission
existing in your account as of the effective date of this agreement will be
converted to commission credits as of the effective date of this agreement.
Your acceptance of this agreement or continued participation in the Program
shall constitute your assent to these terms.  Subject to the foregoing minimum
annual commission credits rule, we pay commission on a monthly basis. If a
product that generated commission credits is returned by the customer, we will
deduct the corresponding commission from your next commission payment. If there
is no subsequent payment, we will send you a bill for the commission.  If
you accrue the minimum commission credit amount during a Program Year but less
than $10.00 remains in your account as of the end of such Program Year, such
credits will be carried over to the following Program Year as if they were
earned on the first day of such following Program Year. As such, if you do not
accrue the minimum commission credit amount during such following Program Year
(including such carried over credits), such carried over credits will be
canceled and permanently deleted from your account at the end of such following
Program Year.  

9. Policies And Pricing 

Customers who buy products through the Program
will be deemed to be customers of GOOD TO GO. Accordingly, all of our rules,
policies, and operating procedures concerning customer orders, customer
service, and product sales will apply to those customers. We may change our
policies and operating procedures at any time. For example, we will determine
the prices to be charged for products sold under this Program in accordance
with our own pricing policies. Product prices and availability may vary from
time to time. We will use commercially reasonable efforts to present accurate
information, but we cannot guarantee the availability or price of any
particular product. 

10. Identifying Yourself As An Affiliate 

We will make available to you a small graphic
image that identifies your website as a Program participant. This logo or the
phrase "In affiliation with GOOD TO GO" must be displayed conspicuously
on your website. We may modify the text or graphic image of this notice from
time to time. In addition, we encourage (but do not require) you to include a
Special Link on your website to our home page at www.good2gosnacks.com/ or www.good2gosnacks.ca.
 Special Rules for Endorsements:  In addition, if your website offers
an endorsement of the Website and/or its products or services, you must clearly
disclose your relationship as an affiliate to GOOD TO GO. Such disclosure must
be in clear proximity to the endorsement itself. An “Endorsement” means any
message that consumers are likely to believe reflects your opinions, beliefs,
findings, or experiences regarding GOOD TO GO and/or our products or services.

11. Limited License 

We grant you a nonexclusive,
non-sublicensable, revocable right to use the product images, graphics, logos
and other content made available through the Program ("Content")
solely for purposes of your participation in the Program to assist in
generating product sales. Product images must be served by our Website and
cannot be used in any form other than the form provided by us. You may not
modify any Content in any way. We reserve all of our rights in the Content.

12. Responsibility For Your Website 

You will be solely responsible for the
development, operation, and maintenance of your website and for all materials
or content that appear on your website. Failure to remove from your website
items that have been discontinued from our product catalog may result in an
infringement of a third party’s intellectual property rights, for which you
will be solely responsible. We strongly encourage you to check the Discontinued
Product Feed (in the Special Feeds area) frequently to ensure that your website
does not contain any items that have been discontinued from our product
catalog.

13. Representations and Warranties 

You hereby represent and warrant to us as
follows:

a. This Agreement constitutes your legal,
valid, and binding obligation, enforceable against you in accordance with its
terms.

b. Any information you provide to us in
connection with your participation in the Program will be true and correct.

c. The execution, delivery, and performance by
you of this Agreement and the consummation by you of the transactions
contemplated hereby shall not, with or without the giving of notice, the lapse
of time, or both, conflict with or violate (i) any provision of law, rule, or
regulation to which you are subject, (ii) any order, judgment, or decree
applicable to you or binding upon your assets or properties, (iii) any
provision of your by-laws or certificate of incorporation, or (iv) any
agreement or other instrument applicable to you or binding upon your assets or
properties.

d. No consent, approval, or authorization of,
or exemption by, or filing with, any governmental authority or any third party
is required to be obtained or made by you in connection with the execution,
delivery, and performance of this Agreement or the taking by you of any other
action contemplated hereby.

14. Term of the Agreement 

The term of this Agreement will begin upon our
acceptance of your Program Application and will end when terminated by either
party. Either you or we may terminate this Agreement at any time, with or
without cause, by giving the other party written notice of termination. Upon
the termination of this Agreement for any reason, you will immediately cease
use of, and remove from your website, all links to our Website, product images from
our database, and any of our trademarks, trade dress or logos, and all other
materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are only eligible to earn commission on
Qualifying Revenues occurring during the term of this Agreement, and commission
earned through the date of termination will remain payable subject to Section 8
above, only if the related orders are not canceled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct amount is
paid. 

15. Modification 

We may modify any of the terms and conditions
contained in this Agreement at any time in our sole discretion by posting a
change notice or a new agreement on our Website. Modifications may include, for
example, changes in the scope of available commission credits, commission
credit rates, payment procedures, and Program rules. We typically announce
substantive changes to the terms of this agreement by email. If any
modification is unacceptable to you, your only recourse is to terminate this
Agreement. Your continued participation in the program following our posting of
a change notice or new agreement on our Website will constitute your binding
acceptance of the change. 

16. Relationship Of Parties 

You and we are independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between the
parties. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on your
website or otherwise, that reasonably would contradict anything in this
Agreement. 

17. Limitation Of Liability;
Indemnification 

We will not be liable for indirect, special,
or consequential damages (or any loss of revenue, profits, or data) arising in
connection with this Agreement or the Program, even if we have been advised of
the possibility of such damages. Further, our aggregate liability arising with
respect to this Agreement and the Program will not exceed the total commission
fees paid or payable to you under this Agreement within the last six (6)
months.  Unless you notify us of an asserted discrepancy in your
commission payments within six (6) months from the date of the applicable
payment, such payment shall be deemed accepted and no protest shall be allowed.
 You hereby agree to indemnify and hold harmless GOOD TO GO™. and its
subsidiaries and affiliates, and their directors, officers, employees, agents,
shareholders, partners, members, and other owners, against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs,
and expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (a) any claim that
your use of any trademarks infringes on any trademark, trade name, service
mark, copyright, license, intellectual property, or other proprietary right of
any third party, (b) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (c) any claim related
to your Website, including, without limitation, content therein not attributable
to us.

18. Disclaimers 

We make no express or implied warranties or
representations with respect to the Program or any products sold through the
Program (including, without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising out of a course of
performance, dealing, or trade usage). In addition, we make no representation
that the operation of our Website will be uninterrupted or error-free, and we
will not be liable for the consequences of any interruptions or errors.

19. Independent Investigation 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY
AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT
MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE
SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.

20. Miscellaneous 

This Agreement will be governed by the laws of
Ontario, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state courts
located in Ontario and you irrevocably consent to the jurisdiction of such
courts. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable against the
parties and their respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such provision or any other
provision of this Agreement. If any term, clause or provision of this Agreement
shall be deemed invalid or unenforceable for any reason, the remainder of this
Agreement shall remain valid and enforceable in accordance with its terms. GOOD
TO GO™ is a division of Riverside Natural Foods Ltd.

Our trademarks include " GOOD TO GO.” You
may use the Trademarks solely for the purposes authorized by this Agreement.
You may not alter graphics containing the Trademarks in any manner. For
example, you may not change the proportion, color, or font of the Trademarks.
You may not display the Trademarks in any manner that implies sponsorship,
endorsement by us other than of your involvement in the Program. You may not
use the Trademarks to disparage our company, our products or services, or in a
manner which, in our reasonable judgment, may diminish or otherwise damage our
goodwill in the Trademarks. You acknowledge that all rights to the Trademarks are
our exclusive property, and all goodwill generated through your use of the
Trademark will inure to our benefit.  If we determine, in our sole
discretion, that you have violated any of the foregoing restrictions, we may
(without limiting any other rights or remedies available to us) withhold any
commission otherwise payable to you under this Agreement and/or terminate this
Agreement. If we are required to enforce any of the foregoing restrictions, you
will be obligated to reimburse us for any attorneys' fees incurred in
connection therewith.

We grant you a nonexclusive,
non-sublicensable, revocable right to use the product images, graphics, logos
and other content made available through the Program ("Content")
solely for purposes of your participation in the Program to assist in
generating product sales. Product images must be served by our Website and
cannot be used in any form other than the form provided by us. You may not
modify any Content in any way. We reserve all of our rights in the Content.