NotaryPro Technologies Inc. – Affiliate & Reseller Agreement

Last Updated: January 2026

1. Introduction

This Affiliate & Reseller Agreement (the “Agreement”) is between NotaryPro Technologies Inc. (doing business as NotaryPro, “we,” “us,” or “our”) and the person or entity accepting these terms (“Affiliate” or “Reseller,” referred to collectively as “you”). This Agreement supplements the General Terms of Service, any applicable Service Supplement, our Privacy Policy, Security Statement and other policies referred to therein (collectively, the “Terms”). If there is a conflict between this Agreement and the General Terms, the provision most favourable to NotaryPro will apply, unless expressly stated otherwise.

By clicking “I Agree” or by participating in NotaryPro’s affiliate or reseller program, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree, you must not participate in the program.

2. Definitions

In addition to the definitions in the General Terms, the following definitions apply:

• Affiliate – an individual or entity that markets or promotes NotaryPro Services to potential customers through a unique affiliate link, landing page or promotional materials in exchange for a commission, discount or other incentive.
• Reseller – an individual or entity that purchases NotaryPro Services (for example, prepaid credits or subscriptions) for resale to end users or customers under this Agreement.
• Affiliate/Reseller Link – a unique URL or code provided by NotaryPro that identifies the Affiliate or Reseller and tracks Qualified Transactions.
• Prospect – a potential customer referred by the Affiliate or Reseller.
• Qualified Transaction – a purchase of NotaryPro Services by a Prospect through the Affiliate/Reseller Link that meets the eligibility requirements set out in this Agreement.
• Commission – the fee or credit paid to the Affiliate or Reseller for each Qualified Transaction.

3. Enrollment and Eligibility

1. Application. You must apply to join our affiliate/reseller program. We reserve the right to accept or reject applications in our sole discretion. You must provide accurate and complete information and keep it up to date.
2. Eligibility. To be eligible, you must:

• be at least the age of majority in your province, territory or state;
• have the legal right and authority to enter into this Agreement and to perform your obligations; and
• not be a current NotaryPro employee, Notary Partner or Business Account Holder acting in that capacity.

1. Background Checks. We may conduct background or credit checks on Affiliates or Resellers where permitted by law. You consent to our collection of such information and to our disclosure of it to service providers for that purpose.

4. Affiliate & Reseller Responsibilities

1. Promotion and Marketing. You may promote NotaryPro Services only in compliance with this Agreement and applicable laws. You must:

• clearly and accurately describe NotaryPro’s Services and the associated benefits;
• not make false or misleading statements about NotaryPro or its Services;
• not impersonate NotaryPro or hold yourself out as our employee or agent; and
• comply with all marketing laws, including anti-spam and telemarketing rules.

1. Compliance with Law. You agree to maintain any permits, licences or registrations required to operate as an affiliate or reseller in your jurisdiction. You will not engage in any deceptive, unfair or unethical business practices and will not make any payment or take any action that would cause NotaryPro to violate anti‑corruption or anti‑bribery laws.
2. Use of Affiliate/Reseller Link. You will use the Affiliate/Reseller Link only as provided by NotaryPro to identify Prospects and track Qualified Transactions. You may not share the Affiliate/Reseller Link with yourself or any entity you control to generate commissions. You may not modify or cloak the link.
3. Prohibited Conduct. Without limiting the General Terms, you must not:

• engage in unsolicited commercial email (spam) or other unsolicited marketing;
• offer or provide legal advice, notarial services or legal representation;
• operate in jurisdictions where NotaryPro Services are prohibited;
• offer rebates, coupons or other incentives except as expressly authorized by NotaryPro;
• bid on NotaryPro trademarks or keywords in paid search advertising; or
• misrepresent your relationship with NotaryPro or portray yourself as our agent or partner.

1. Records and Audit. You must maintain accurate records of your promotional activities and Qualified Transactions for at least five (5) years and provide them to us upon request for audit purposes. You must promptly notify us of any suspected unauthorized use of your Affiliate/Reseller Link or any security incident.
2. AI Marketing and Representations. If you market or promote NotaryPro’s AI-powered features—such as document generation, drafting assistants or risk-scoring tools—you must accurately describe their capabilities and limitations. You may not represent AI-generated content as legal advice or as a substitute for professional services, and you must not make false or misleading claims about the extent to which NotaryPro uses AI. All marketing must comply with applicable advertising and consumer-protection laws. NotaryPro reserves the right to review and require modifications to your marketing materials to ensure compliance.

5. Qualified Transactions and Exclusions

1. Qualified Transactions. A transaction is deemed a Qualified Transaction if:

• a Prospect clicks on your Affiliate/Reseller Link, signs up for a NotaryPro account and purchases eligible Services;
• the Prospect is not a current or former NotaryPro customer and has not accepted our General Terms for those Services;
• you are not the Notary for the transaction and are not the customer;
• the transaction is not refunded or charged back; and
• the purchase meets any additional criteria specified by NotaryPro in writing.

1. Exclusions. The following transactions are not Qualified Transactions:

• purchases made by you, your employees or family members;
• purchases by customers previously referred by another Affiliate or Reseller;
• purchases obtained in violation of this Agreement or applicable law; or
• transactions for Services that are subject to separate enterprise or custom agreements.

6. Commissions, Discounts and Payment

1. Commission Structure. We will pay you a Commission for each Qualified Transaction. The current Commission rate and any eligible customer discounts will be disclosed in the Affiliate/Reseller portal or in a separate schedule when you enroll. Commission rates and discounts may vary by product or service.
2. Payment Terms. Commissions are deemed earned once the applicable customer fees have been received by NotaryPro and any refund period has expired. Unless otherwise stated, we will pay earned Commissions within sixty (60) days after the end of the month in which the Commission is earned, subject to any minimum payout threshold.
3. Taxes. You are responsible for reporting and paying all taxes associated with Commissions and discounts. We may withhold taxes as required by law.
4. Changes to Commission Rates. We may modify Commission rates or discount programs at any time upon notice to you. Changes will apply to transactions occurring after the effective date of the change.
5. Expenses. You are responsible for all costs and expenses incurred in connection with your promotional activities. NotaryPro will not reimburse any expenses unless expressly agreed in writing.

7. Intellectual Property and Branding

1. Use of Marks. We grant you a limited, revocable, non‑exclusive license during the term of this Agreement to display NotaryPro’s trademarks, logos and marketing materials (collectively, the “Marks”) solely for the purpose of promoting the Services. You must use the Marks in accordance with our brand guidelines and must not modify or misrepresent them.
2. Ownership. All right, title and interest in the Marks and our intellectual property remain with NotaryPro. You acquire no rights except the limited license provided in this Agreement.
3. Third‑Party Marks. You may not display or use any third‑party trademarks in connection with the Services without the prior consent of the applicable owner.

8. Confidentiality and Data Protection

1. Confidential Information. You may receive confidential information about NotaryPro, our customers or prospects. You agree to use such information solely for the purpose of performing your obligations and to keep it confidential using a standard of care no less stringent than that you use to protect your own confidential information, but in any event at least reasonable care.
2. Data Protection. You will comply with all privacy and data protection laws and NotaryPro’s Privacy Policy when collecting, storing or using personal information. You must not disclose or use any personal data obtained through the Affiliate/Reseller Link except as necessary to complete a Qualified Transaction or as otherwise permitted by law. You must notify us immediately of any suspected unauthorized access, loss or misuse of personal information.

9. Term and Termination

1. Term. This Agreement begins on the Effective Date (when you accept it) and continues until terminated by either party.
2. Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice.
3. Termination for Cause. We may terminate this Agreement immediately if you breach this Agreement, the General Terms or any applicable law, or if you engage in conduct that we believe may harm NotaryPro’s reputation or business.
4. Effect of Termination. Upon termination, you must cease all use of the Affiliate/Reseller Link and Marks and remove all references to NotaryPro from your marketing materials. We will pay any earned but unpaid Commissions through the effective date of termination, subject to any offsets for refunds or chargebacks. Sections relating to confidentiality, intellectual property, liability and dispute resolution will survive termination.

10. Relationship of the Parties

You are an independent contractor and not an employee, agent, partner or joint venturer of NotaryPro. You have no authority to bind NotaryPro or to incur obligations on our behalf. Nothing in this Agreement will be construed to create a partnership, franchise, joint venture or employer‑employee relationship between the parties.

11. Representations and Warranties

You represent and warrant that:

1. You have full power and authority to enter into and perform your obligations under this Agreement and have obtained all necessary approvals.
2. Your promotional activities will comply with all applicable laws, regulations and industry codes, including anti‑spam laws and anti‑corruption laws.
3. You will not make any representations or warranties concerning NotaryPro’s Services except as expressly authorized by NotaryPro.

12. Indemnification

You will indemnify, defend and hold harmless NotaryPro and its directors, officers, employees and agents from any third‑party claims, damages, liabilities and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of this Agreement or the Terms; (b) your promotional activities or provision of services to Prospects; (c) your violation of any law or regulation; or (d) any allegation that your marketing materials or website infringe the intellectual property or other rights of a third party.

13. Limitation of Liability

To the maximum extent permitted by law, NotaryPro will not be liable for any indirect, incidental, special, consequential or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Our aggregate liability under this Agreement will not exceed the total Commissions paid to you in the six (6) months preceding the event giving rise to the claim. Some jurisdictions do not allow certain exclusions or limitations of liability; if those laws apply to you, some or all of the exclusions or limitations may not apply.

14. Dispute Resolution and Governing Law

1. Governing Law. This Agreement is governed by the laws of the Province of Ontario and the applicable laws of Canada without giving effect to conflicts of law principles. If you reside in the United States, this Agreement is also subject to any mandatory consumer protection laws of your state.
2. Dispute Resolution. Any dispute relating to this Agreement will be handled according to the dispute resolution procedures in the General Terms. You agree to first attempt to resolve the dispute informally; if that is not possible, you agree to mediation and then binding arbitration in Toronto, Ontario.

15. General

1. Entire Agreement. This Agreement, together with the General Terms and any supplements or schedules referenced herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements or understandings.
2. Amendments. We may modify this Agreement at any time upon notice to you. Your continued participation after the effective date of the modifications constitutes your acceptance of the revised Agreement.
3. Assignment. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger or sale.
4. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
5. Notice. Notices under this Agreement must be given in writing by email to [email protected] or to the email address associated with your account.