Effective Date: January 01, 2026

This Partner Program Agreement (the “Agreement”) governs participation in the Pellea Fitness Partner Program (the “Partner Program”) operated by Pellea Inc. d.b.a. Pellea Fitness (“Pellea”).

By applying to participate in the Partner Program, creating a Partner Account, selecting “I Agree,” accessing the Partner Platform, or otherwise participating in the Partner Program, the person or organization participating in the Partner Program (“Partner”) agrees to be legally bound by this Agreement.

If the Partner does not agree to this Agreement, the Partner may not participate in the Partner Program.

1. Partner Program

1.1 Purpose of the Partner Program

The Pellea Fitness Partner Program provides approved Partners with opportunities to promote Pellea Fitness and support the growth and development of the Pellea platform.

Depending on the applicable Partner Program or Payment Plan, a Partner may:

promote Pellea Fitness to potential users or businesses;
introduce or refer Merchants to the Pellea platform;
introduce or refer Suppliers to the Pellea platform;
assist with the onboarding of Merchants or Suppliers where authorized by Pellea;
provide other services approved by Pellea; and
participate in referral, commission, revenue-sharing, or other compensation arrangements established by Pellea.

The activities eligible for compensation, applicable compensation structure, eligibility requirements, attribution rules, and payment conditions are determined by the applicable Partner Program or Payment Plan.

1.2 Pellea Approval

Pellea may approve or decline any application to participate in the Partner Program at Pellea’s discretion.

Approval as a Partner does not create an employment, agency, franchise, joint venture, partnership, fiduciary, or other similar relationship between Pellea and the Partner.

Unless expressly authorized in writing by Pellea, the Partner does not have authority to:

agree on behalf of Pellea;
make representations or warranties on behalf of Pellea;
incur obligations on behalf of Pellea;
collect payments on behalf of Pellea; or
represent that the Partner is an employee, agent, owner, legal representative, or authorized representative of Pellea.

1.3 No Guarantee of Business Opportunities

Participation in the Partner Program does not guarantee that a Partner will receive:

Customers or Clients;
Merchants;
Suppliers;
referrals;
sales;
bookings;
commissions;
revenue-sharing payments;
other compensation; or
other business opportunities.

Pellea does not guarantee any minimum number of referrals, transactions, Merchants, Suppliers, Customers, Clients, or payments to a Partner.

2. Definitions

2.1 “Partner”

“Partner” means the person or organization approved by Pellea to participate in the Partner Program including a merchant or supplier and that has agreed to be bound by this Agreement.

2.2 “Partner Account”

“Partner Account” means the account established for a Partner through the Pellea platform or another system designated by Pellea for participation in the Partner Program.

2.3 “Partner Platform”

“Partner Platform” means the websites, dashboards, applications, software, tools, and other systems designated by Pellea for Partner participation, including the Partner dashboard currently available at:

https://fitness.pellea.com/instructors-dashboard/

Pellea may modify, replace, suspend, or discontinue any portion of the Partner Platform from time to time.

2.4 “Merchant”

“Merchant” means an individual, business, or organization that uses the Pellea platform or Pellea Payments to offer, advertise, sell, or provide products or services to Customers or Clients.

A Merchant may include a certified swimming instructor, swim coach, swim school, instructor, service provider, or other business offering products or services through Pellea.

Merchants are responsible for the products or services they offer, including delivery, quality, customer service, and associated transactions, subject to their applicable agreement with Pellea.

A Merchant is a separate party from the Partner and Supplier unless the same person or organization independently qualifies for more than one role.

2.5 “Supplier”

“Supplier” means an individual, business, or organization that provides, makes available, manages, operates, or controls facilities, locations, equipment, or other resources used in connection with Pellea services.

A Supplier may include a swimming pool operator, condominium property manager, community or recreational centre, aquatic facility, property owner, facility operator, or other individual or organization providing facilities or resources for use in connection with Pellea services.

Suppliers are responsible for the facilities, locations, equipment, or resources they provide or control, subject to their applicable agreement with Pellea.

A Supplier is a separate party from the Partner and Merchant unless the same person or organization independently qualifies for more than one role.

2.6 “Customer” or “Client”

“Customer” or “Client” means an individual who registers for, browses, books, purchases, or receives products or services through the Pellea platform.

A Customer or Client may include an adult swimmer, swimmer, fitness learner, or any other individual participating in fitness-related activities or services offered through Pellea.

Depending on the nature of their participation or the applicable transaction, a Customer or Client may also act as a Merchant, Supplier, Partner, or another participant on the Pellea platform.

2.7 “Revenue-Generating Activity”

“Revenue-Generating Activity” means an activity that qualifies for compensation under the applicable Partner Program, Payment Plan, referral arrangement, commission structure, or other compensation arrangement established by Pellea.

A Revenue-Generating Activity may include:

referring a qualified Merchant to Pellea;
referring a qualified Supplier to Pellea;
referring a qualified Customer or Client where expressly permitted by the applicable Partner Program;
introducing a Merchant or Supplier that subsequently completes applicable onboarding requirements;
creating and transferring an approved development or demonstration store;
assisting with an approved onboarding or implementation activity; or
completing another activity expressly designated by Pellea as eligible for compensation.

An activity does not qualify as a Revenue-Generating Activity solely because a Partner refers or introduces a person or organization to Pellea. The applicable qualification requirements, attribution rules, transaction requirements, waiting periods, and other payment conditions must be satisfied.

3. Partner Responsibilities

Partners participating in the Partner Program agree to:

represent Pellea accurately and professionally;
provide accurate information concerning Pellea, its products, services, and Partner Program;
use reasonable efforts to promote Pellea where applicable;
comply with this Agreement and applicable Pellea policies;
comply with all applicable laws and regulations;
protect Pellea’s reputation and brand;
maintain accurate and current Partner Account information;
protect Partner Account login credentials;
maintain appropriate security practices for systems used in connection with the Partner Program; and
promptly notify Pellea of any material issue that may affect Pellea, a Merchant, Supplier, Customer, Client, or other participant in the Pellea platform.

Partners are responsible for costs associated with their own marketing, advertising, equipment, personnel, contractors, technology, communications, and other Partner activities unless Pellea agrees otherwise in writing.

4. Marketing and Advertising

Partners may promote Pellea Fitness using approved Partner links, marketing materials, logos, images, and other resources supplied or approved by Pellea.

Partners must not:

make false, misleading, deceptive, or unauthorized claims about Pellea;
promise specific results that Pellea has not guaranteed;
misrepresent the relationship between the Partner and Pellea;
represent themselves as an employee, agent, owner, or authorized representative of Pellea unless expressly authorized;
use spam, fraudulent traffic, bots, malware, spyware, cookie stuffing, or other deceptive marketing methods;
engage in marketing practices that could materially damage Pellea’s reputation;
promote Pellea through illegal or deceptive means; or
use Pellea’s name or trademarks in a manner that could confuse or mislead Customers, Clients, Merchants, Suppliers, or other persons concerning the relationship between the Partner and Pellea.

Partners are responsible for complying with applicable advertising, consumer-protection, privacy, and electronic-marketing laws.

5. Email and Direct Marketing

Partners must comply with all applicable laws when sending marketing communications relating to Pellea.

Partners must not send unsolicited bulk email or other prohibited communications.

Where applicable, marketing communications must:

identify the sender accurately;
contain accurate information;
include required contact information;
provide an appropriate unsubscribe mechanism;
respect unsubscribe requests; and
comply with applicable privacy and electronic-marketing requirements.

Partners are responsible for obtaining all consent required by applicable law before contacting individuals for marketing purposes.

6. Pellea Intellectual Property

Pellea and its licensors own all rights, title, and interest in Pellea’s trademarks, logos, website content, software, designs, materials, documentation, technology, and other intellectual property (“Pellea IP”).

Nothing in this Agreement transfers ownership of Pellea IP to the Partner.

Subject to this Agreement, Pellea grants the Partner a limited, non-exclusive, non-transferable, revocable right to use approved Pellea IP solely for participating in and promoting the Partner Program.

The Partner must immediately stop using Pellea IP when the Partner’s participation ends or when Pellea requests that use cease.

7. Use of Pellea Name and Trademarks

Partners may not use “Pellea,” “Pellea Fitness,” Pellea logos, or other Pellea trademarks:

as part of a business name without permission;
in a domain name without permission;
as a social media username without permission;
as part of another trademark or logo;
in paid search advertising without permission;
in a manner suggesting that the Partner is Pellea;
in a manner suggesting that Pellea owns, operates, sponsors, or endorses the Partner unless expressly authorized; or
in any other manner that could create confusion concerning the relationship between Pellea and the Partner.

Partners must not register trademarks, domain names, social media accounts, or other identifiers that are confusingly similar to Pellea trademarks.

8. Confidentiality

During participation in the Partner Program, the Partner may receive confidential or non-public information belonging to Pellea, Merchants, Suppliers, Customers, Clients, or other participants (“Confidential Information”).

Confidential Information may include:

business plans;
pricing and financial information;
Customer and Client information;
Merchant and Supplier information;
product plans;
technology;
marketing strategies;
software and technical information;
non-public Partner Program information; and
other information that a reasonable person would understand to be confidential.

The Partner must:

keep Confidential Information confidential;
use Confidential Information only for authorized Partner activities;
not disclose Confidential Information to unauthorized third parties;
take reasonable measures to protect Confidential Information; and
return or delete Confidential Information when requested, subject to applicable legal requirements.

Confidential Information does not include information that:

is publicly available through no breach of this Agreement;
was already lawfully known by the Partner;
is independently developed without using Confidential Information; or
is lawfully received from another source without a confidentiality obligation.

If disclosure is required by law, the Partner should provide Pellea with reasonable notice where legally permitted.

9. Merchant, Supplier, Customer and Client Data

If a Partner receives access to information concerning a Merchant, Supplier, Customer, or Client, the Partner may use that information only as necessary to perform authorized Partner activities.

The Partner must not:

sell the information;
share the information with unauthorized third parties;
use the information for unrelated marketing;
use the information for personal purposes;
retain the information longer than reasonably necessary; or
attempt to bypass Pellea’s systems, security controls, or privacy controls.

Partners must comply with applicable privacy and data-protection laws.

10. Data Security and Security Incidents

Partners must maintain reasonable security measures appropriate to the information and systems accessed in connection with the Partner Program.

If a Partner becomes aware of an actual or suspected unauthorized access, disclosure, loss, theft, or compromise of Merchant, Supplier, Customer, or Client information (“Data Breach”), the Partner must notify Pellea as soon as reasonably possible and, where applicable, within two (2) business days after becoming aware of the incident.

The Partner must reasonably cooperate with Pellea in investigating and addressing the incident and must take reasonable steps to:

contain the incident;
prevent further unauthorized access;
investigate the cause;
mitigate potential harm;
protect affected information; and
provide information reasonably requested by Pellea.

11. Compliance With Pellea Policies

Partners must comply with applicable Pellea policies and terms, including:

Acceptable Use Policy
Privacy Policy
Merchant Terms
Supplier Terms
Cancellations and Refunds Policy
Other policies applicable to the Partner’s activities.

Pellea may update applicable policies from time to time.

12. Fees and Revenue Sharing

Eligible Partners may receive payments or revenue share for qualifying activities under the applicable Partner Program or Payment Plan.

Pellea determines which activities qualify for payment and may establish different payment rates or plans for different Partner activities.

Unless otherwise agreed in writing, payments are calculated based on qualifying revenue after applicable fees, charges, discounts, refunds, chargebacks, reward redemptions, and other applicable adjustments.

Pellea may change Partner payment rates or plans by providing reasonable notice through email, the Partner Dashboard, the Pellea website, or another appropriate communication method.

13. Merchant and Supplier Partner Payment Plan

The Merchant and Supplier Partner Payment Plan provides eligible Partners with compensation based on qualifying revenue generated through the Pellea platform in connection with qualifying Merchants or Suppliers referred or introduced by the Partner.

The Merchant and Supplier Partner Payment Plan does not mean that a Partner becomes the Merchant or Supplier merely because the Partner refers, introduces, assists, or works with a Merchant or Supplier.

Unless otherwise agreed in writing, the current payment structure provides a variable payout of approximately 60%–75% of eligible revenue, with Pellea retaining the applicable platform and service share.

Applicable deductions may include:

a 20% Pellea service fee;
a 5% transaction processing fee charged by Stripe or another designated payment processor;
reductions of up to 10% resulting from Customer or Client discounts; and
reductions of up to 5% resulting from Customer or Client reward-point redemptions.

The actual amount paid to Merchant and Supplier Partners may vary depending on the applicable transaction, payment-processing costs, discounts, refunds, chargebacks, rewards, taxes, and other applicable adjustments.

Pellea determines the applicable payout percentage within the stated range based on the applicable Merchant and Supplier Partners arrangement and transaction adjustments.

14. Partner Payments

For eligible Merchant and Supplier Partner arrangements, the first qualifying transaction may be processed within approximately 7–14 days.

Subsequent payments may be processed according to the applicable payment schedule, including 1-day, 14-day, or 30-day payment schedules, depending on the applicable arrangement.

Payment timing may be affected by:

refunds;
chargebacks;
fraud reviews;
payment processor requirements;
account verification;
payment disputes; and
other legitimate payment, legal, regulatory, or compliance requirements.

Pellea may withhold or adjust payments where reasonably necessary to address these matters.

If Pellea determines that an amount was paid to a Partner in error, Pellea may deduct the amount from future payments or request repayment.

15. Maintaining Eligibility for Revenue Share

To remain eligible for revenue share under an applicable Payment Plan, a Partner must complete at least one Revenue-Generating Activity during each consecutive twelve (12)-month period, unless Pellea agrees otherwise in writing.

Pellea may change eligibility requirements by providing reasonable notice.

Failure to satisfy applicable eligibility requirements may result in suspension or termination of future revenue-sharing eligibility.

16. Merchant and Supplier Relationship Responsibilities

A Partner that refers, introduces, or assists a Merchant or Supplier remains responsible only for the Partner’s own activities and obligations under this Agreement.

Unless separately agreed in writing, the Partner is not responsible for:

the products or services provided by a Merchant;
the products or services provided by a Supplier;
the conduct of a Merchant or Supplier;
the relationship between a Merchant and Customer or Client;
the relationship between a Supplier and Customer or Client; or
obligations independently owed by a Merchant or Supplier to Pellea, a Customer, Client, or other person.

Where a Partner is separately acting as a Merchant or Supplier, the Partner may be subject to the applicable Merchant Terms or Supplier Terms in addition to this Agreement.

17. Prohibited Partner Activities

Partners must not:

promote Pellea on coupon, deal, discount, incentivized-traffic, or “Get Paid to Click” websites without Pellea’s permission;
display unauthorized Pellea offer codes or promotions on public-facing pages;
use a Pellea referral link directly in pay-per-click advertising without permission;
purchase search-engine advertising keywords containing Pellea trademarks or confusingly similar variations without permission;
register domain names containing Pellea trademarks or confusingly similar names;
create or participate in third-party Partner or sub-Partner networks without Pellea’s written permission;
generate fraudulent traffic;
use bots, cookie stuffing, false links, deceptive redirects, or similar techniques;
mask or conceal the source of referral traffic;
deceptively use Pellea links or materials;
process orders on behalf of a Merchant or Supplier through a development or Partner store where such activity is prohibited; or
create a Partner arrangement for a Partner’s own store or account solely to generate Partner fees where such activity is prohibited.

Pellea may investigate suspected violations and may suspend or terminate a Partner Account where appropriate.

18. Development Stores and Referrals

Where Pellea provides a development-store or referral process, Partners must use that process in accordance with Pellea’s instructions.

A qualifying referral must be genuine and must satisfy the applicable Partner Program requirements.

Pellea may reject referrals that are:

self-referrals;
duplicate referrals;
fraudulent;
artificially generated;
created solely to obtain Partner payments; or
otherwise inconsistent with the Partner Program.

19. Independent Contractors

Pellea and the Partner are independent contracting parties.

Nothing in this Agreement creates an employment relationship, agency, joint venture, franchise, fiduciary relationship, or legal partnership between Pellea and the Partner.

Neither Party has authority to:

enter into contracts on behalf of the other Party;
make commitments on behalf of the other Party;
create obligations for the other Party; or
represent that the Party has authority to bind the other Party.

The Partner is responsible for the Partner’s own taxes, employees, contractors, insurance, expenses, and business obligations.

20. Non-Exclusive Relationship

The Partner Program is non-exclusive.

Pellea may work with other Partners, Merchants, Suppliers, businesses, contractors, and service providers.

Partners may work with other companies and promote other products or services, provided that such activities do not violate this Agreement or involve misuse of Pellea Confidential Information or intellectual property.

21. Service Providers

A Partner may use employees, contractors, agencies, developers, marketers, or other service providers to assist with Partner activities.

The Partner remains responsible for the acts and omissions of service providers acting on behalf of the Partner in connection with the Partner Program.

A breach of this Agreement by a Partner’s service provider may be treated as a breach by the Partner.

22. Industry Standards and Partner Systems

Where a Partner operates websites, applications, databases, servers, networks, or other systems in connection with the Partner Program, the Partner must take reasonable steps to maintain appropriate security and generally accepted industry practices.

Partners should promptly address known security vulnerabilities and unauthorized access.

23. Feedback

If a Partner provides suggestions, ideas, recommendations, error reports, or other feedback concerning Pellea, the Partner Program, Pellea services, or related technology (“Feedback”), Pellea may use that Feedback without compensation or attribution.

The Partner should not submit Feedback that the Partner considers confidential or proprietary unless the parties have separately agreed in writing to protect that information.

24. Beta Services

Pellea may provide Partners with access to new or experimental features, services, or tools (“Beta Services”).

Beta Services may:

be incomplete;
contain errors;
change without notice;
be discontinued at any time; or
be subject to additional terms.

Beta Services and related non-public information may be treated as Pellea Confidential Information.

Beta Services are provided for testing and development purposes and may not be available to all Partners.

To the extent permitted by law, Pellea will not be responsible for losses arising solely from a Partner’s use of Beta Services.

25. Competitive Products and Services

Pellea may independently develop, acquire, license, market, or provide products or services that are similar to or compete with a Partner’s products or services.

Pellea will not use the Partner’s Confidential Information for such purposes.

Nothing in this Agreement prevents Pellea from conducting its own business or working with other businesses.

26. Indemnification

The Partner agrees to indemnify and hold harmless Pellea, its related entities, officers, directors, employees, contractors, and representatives from claims, losses, damages, liabilities, costs, and reasonable expenses arising from or relating to:

the Partner’s breach of this Agreement;
the Partner’s negligence, fraud, or misconduct;
representations or promises made by the Partner concerning Pellea without authorization;
products or services provided by the Partner in a separate capacity as a Merchant or Supplier;
infringement or violation by the Partner of another person’s intellectual property or other rights;
the Partner’s violation of applicable laws or regulations; or
the Partner’s unauthorized use or disclosure of Merchant, Supplier, Customer, or Client information.

Pellea will provide reasonable notice of a claim for which indemnification is sought and will reasonably cooperate with the Partner in addressing the claim.

27. Remedies for Certain Breaches

If a Partner breaches or threatens to breach provisions relating to:

Partner responsibilities;
Pellea intellectual property or proprietary rights;
confidentiality;
data security; or
other obligations for which monetary damages may not be an adequate remedy,

Pellea may seek remedies available under this Agreement or applicable law, including injunctive or other equitable relief, suspension or termination of the Partner relationship, recovery of amounts improperly paid, and indemnification where applicable.

28. Limitation of Liability

To the maximum extent permitted by applicable law, Pellea will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, or loss of data arising from or relating to the Partner Program or this Agreement.

Pellea’s total aggregate liability arising from or relating to this Agreement will not exceed $500, except to the extent that such limitation is prohibited by applicable law.

Nothing in this Agreement limits liability that cannot legally be limited under applicable law.

29. Force Majeure

Neither Party will be responsible for a failure or delay in performing obligations where the failure or delay results from circumstances beyond the affected Party’s reasonable control.

Such circumstances may include natural disasters, fire, flood, war, riots, labour disputes, government action, changes in law, internet or infrastructure failures, cyber incidents affecting third-party systems, or other events outside the affected Party’s reasonable control.

The affected Party will use reasonable efforts to resume performance as soon as reasonably practical.

30. Suspension and Termination

Either Pellea or the Partner may end the Partner relationship.

Pellea may immediately suspend or terminate a Partner Account if the Partner:

breaches this Agreement;
violates applicable Pellea policies;
engages in fraud or deceptive activity;
misuses Pellea intellectual property;
misuses Confidential Information or personal information;
engages in prohibited marketing;
creates material security risks; or
engages in conduct that may materially harm Pellea, its Customers, Merchants, Suppliers, Partners, or other platform participants.

Pellea may also suspend or discontinue all or part of the Partner Program.

Where appropriate, Pellea may provide notice and an opportunity to correct a breach before termination.

31. Effect of Termination

When participation ends, the Partner must immediately stop:

representing itself as a Pellea Partner;
using Partner-only resources;
using Pellea marketing materials;
using Pellea trademarks except where continued use is specifically authorized; and
accessing Partner systems without authorization.

The Partner must return or delete Confidential Information when requested, subject to applicable legal requirements.

Amounts properly earned before termination may remain payable, subject to this Agreement and applicable adjustments.

Termination does not eliminate obligations that are intended to continue after termination, including confidentiality, intellectual property protections, indemnification, limitations of liability, payment obligations, and dispute provisions.

32. Notices

Notices under this Agreement may be provided by email to:

Partner:
The email address associated with the Partner Account.

Pellea:
info@fitness.pellea.com

A notice sent by email will generally be considered delivered when sent, provided the sender does not receive a notice that the email could not be delivered.

Pellea may also provide notices through the Partner Dashboard or by posting updates on the Pellea website.

33. No Waiver

If either Party does not immediately enforce a provision of this Agreement, that does not mean that Party has waived the right to enforce the provision later.

A waiver must be made in writing by the Party providing the waiver.

34. Assignment

Pellea may assign or transfer this Agreement in connection with a merger, acquisition, restructuring, sale of assets, transfer of the business, or transfer of the Partner Program.

The Partner may not assign or transfer this Agreement or the Partner’s rights or obligations without Pellea’s prior written consent.

This Agreement will continue to apply to permitted successors and assigns.

35. Entire Agreement

This Agreement, together with applicable Pellea policies, Partner application materials, payment terms, and documents incorporated or referenced in this Agreement, represents the entire agreement between Pellea and the Partner concerning participation in the Partner Program.

This Agreement replaces previous agreements or understandings between Pellea and the Partner concerning the same subject matter.

Any amendment or modification to this Agreement must be made in writing by the parties, except that Pellea may update policies and procedures in accordance with this Agreement.

36. Severability

If a court determines that any provision of this Agreement is invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

The invalid or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally permitted.

37. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of Ontario and the applicable laws of Canada.

The parties submit to the jurisdiction of the courts located in Ontario, Canada, for disputes arising from or relating to this Agreement, subject to any rights or remedies that cannot legally be waived.

38. Changes to This Agreement

Pellea may update this Agreement from time to time.

When material changes are made, Pellea may provide notice through email, the Partner Dashboard, the Pellea website, or another reasonable method.

The updated Agreement will become effective on the date specified by Pellea.

If the Partner continues participating in the Partner Program after the updated terms become effective, the Partner agrees to the updated Agreement to the extent permitted by applicable law.

If the Partner does not agree to the updated terms, the Partner may end participation in the Partner Program.

39. Acceptance

By selecting “I Agree,” creating a Partner Account, accessing the Partner Platform, or participating in the Pellea Fitness Partner Program, the Partner confirms that:

the Partner has had an opportunity to review this Agreement;
the Partner understands the requirements of the Partner Program;
the Partner agrees to comply with this Agreement;
the Partner agrees to applicable Pellea policies; and
if the Partner is acting on behalf of an organization, the Partner has authority to enter into this Agreement on behalf of that organization.

If the Partner does not agree to these terms, the Partner must not participate in the Partner Program.

Related Pellea Policies

Partners should also review the applicable Pellea policies:

Privacy Policy
Acceptable Use Policy
Merchant Terms
Supplier Terms
Cancellations and Refunds Policy
Partner Program Policies and Guidelines

Partner Program Agreement:
https://fitness.pellea.com/partner-program-agreement/