Affiliate Program Terms & Conditions

Effective Date: August 2026
These Affiliate Program Terms & Conditions ("Agreement") govern participation in the Nellie Health Partners Affiliate Program (the "Program").
This Agreement is entered into between Nellie Health Inc., operating as Nellie Education ("Nellie Education", "we", "our", or "us") and the individual or organization accepted into the Affiliate Program ("Affiliate", "you", or "your").
By applying to or participating in the Affiliate Program, you agree to be bound by these Terms & Conditions.

1. About Nellie Education

Nellie Education exists to advance excellence in mental health through accessible, evidence-based education, professional development, clinician credentialing pathways, and community learning.  Our Affiliate Program is intended to build relationships with clinicians, educators, professional organizations, and trusted partners who share our commitment to improving mental health through high-quality education.  Affiliates are expected to represent Nellie Education professionally, honestly, and ethically.

2. Definitions

For the purposes of this Agreement:

Affiliate means an individual or organization approved to participate in the Nellie Education Affiliate Program.

Affiliate Dashboard means the online portal through which Affiliate links, commissions, reporting, and promotional resources are made available.

Affiliate Link means the unique tracking link supplied by Nellie Education.

Business Day means any day other than a Saturday, Sunday, or statutory holiday in Ontario, Canada.

Commission means compensation earned from qualifying sales made through an approved Affiliate Link.

Customer means an individual or organization purchasing an eligible Nellie Education product through a valid Affiliate Link.

Eligible Product means any course, credentialing program, live workshop, cohort, membership, digital resource, bundle, subscription, or other product specifically designated by Nellie Education as commissionable.

Net Revenue means the purchase price actually received by Nellie Education less applicable taxes, refunds, chargebacks, payment processing reversals, discounts, credits, and promotional adjustments.

Program means the Nellie Education Affiliate Program.

Intellectual Property includes all trademarks, logos, branding, trade names, copyrights, course materials, educational content, videos, graphics, written materials, software, websites, marketing assets, and other proprietary materials owned or licensed by Nellie Education.

3.  Affiliate Relationship

Participation in the Program does not create a partnership, joint venture, employment relationship, agency relationship, franchise, or fiduciary relationship between the parties.  Affiliates act solely as independent contractors. Affiliates may not: represent themselves as employees or agents of Nellie Education;  negotiate or enter into agreements on behalf of Nellie Education;  make commitments or promises on behalf of Nellie Education;  provide customer support on behalf of Nellie Education unless specifically authorized in writing.  Nothing in this Agreement grants an Affiliate authority to legally bind Nellie Education.

4. Professional Representation

Because Nellie Education serves healthcare professionals, Affiliates agree to uphold the highest standards of professional conduct.

Affiliates shall:
-  communicate honestly and accurately;
-  represent Nellie Education in a respectful and professional manner;
-  avoid misleading, deceptive, exaggerated, or unsubstantiated marketing claims;
-  refrain from making guarantees regarding educational outcomes, certification, licensure, employment opportunities, clinical outcomes, or financial success;
-  avoid statements that could reasonably be interpreted as medical, psychological, legal, or regulatory advice.

Affiliates may not imply that they are speaking on behalf of Nellie Education, its leadership, faculty members, instructors, advisory board members, or partner organizations unless expressly authorized in writing.  Any testimonials or endorsements used by an Affiliate must accurately reflect genuine experiences and comply with applicable Canadian advertising laws.

5. Approval and Removal

Nellie Education reserves the right to suspend or terminate an Affiliate's participation in the Program where the Affiliate:
  • breaches this Agreement;
  • engages in unethical or misleading marketing;
  • damages or risks damaging the reputation of Nellie Education;
  • violates applicable law;
  • infringes intellectual property rights;
  • promotes discriminatory, hateful, illegal, or offensive content;
  • engages in spam or unsolicited commercial electronic messaging contrary to Canadian Anti-Spam Legislation (CASL);
  • engages in fraudulent commission practices.
Where appropriate, Nellie Education may provide an opportunity to remedy the issue before termination; however, we reserve the right to suspend participation immediately where necessary to protect our customers, reputation, or legal interests.

6. Affiliate Responsibilities

Affiliates agree to:
  • maintain accurate account information;
  • maintain current payment and tax information;
  • promote Nellie Education honestly and professionally;
  • comply with all applicable federal, provincial, state, and local laws;
  • comply with applicable privacy legislation, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA);
  • comply with Canadian Anti-Spam Legislation (CASL) and any other applicable electronic communications laws;
  • use only approved Affiliate Links and promotional materials;
  • promptly discontinue the use of outdated marketing materials upon request.
Affiliates are responsible for ensuring that all information they publish regarding Nellie Education is accurate and current.

7. Prohibited Activities

Affiliates shall not:
  • purchase through their own Affiliate Links;
  • create multiple Affiliate accounts without approval;
  • artificially generate referrals;
  • use bots, scripts, automated traffic, or fraudulent techniques;
  • engage in cookie stuffing or forced-click technologies;
  • impersonate Nellie Education or any instructor;
  • create websites or social media accounts that falsely appear to be official Nellie Education properties;
  • use deceptive URLs or domain names incorporating Nellie Education trademarks;
  • publish false reviews;
  • offer unauthorized discounts or coupon codes;
  • modify Nellie Education logos or branding;
  • distribute copyrighted Nellie Education materials without written permission;
  • engage in search engine advertising using Nellie Education trademarks unless expressly approved in writing.
Any violation of this section may result in immediate termination and forfeiture of unpaid commissions.

8.  Affiliate Resources

Upon approval, Affiliates may receive access to approved promotional materials, including logos, graphics, banners, approved messaging, social media assets, and Affiliate Links. 
These materials remain the exclusive property of Nellie Education. 
Affiliates may use these materials solely for promoting eligible Nellie Education products in accordance with this Agreement. 
Nellie Education may modify, replace, or withdraw promotional materials at any time, and Affiliates agree to promptly discontinue use of superseded materials.

9. Changes to the Program

Nellie Education may modify the Affiliate Program, including eligible products, commission structures, promotional resources, reporting tools, or operational procedures.

Where a material change affects Affiliate rights or obligations, Nellie Education will provide reasonable notice through email or the Affiliate Dashboard.

Continued participation in the Program after such notice constitutes acceptance of the revised terms.

10. Marketing and Promotional Standards

Affiliates play an important role in representing Nellie Education and are expected to promote our programs with honesty, professionalism, and integrity.

Affiliates may promote Nellie Education through websites, blogs, newsletters, podcasts, webinars, presentations, social media channels, online communities, and other approved communication channels, provided such promotion complies with this Agreement.

All marketing must accurately represent Nellie Education's products, services, instructors, pricing, and educational offerings.

Affiliates shall not:
  • make false, misleading, or deceptive statements;
  • exaggerate the benefits of any course or program;
  • guarantee certification, licensure, employment, reimbursement, or clinical outcomes;
  • imply endorsement by organizations, regulatory bodies, or instructors without written authorization;
  • represent outdated pricing, promotions, or program information.
Nellie Education reserves the right to require the correction or removal of any promotional content that, in our reasonable opinion, is inaccurate, misleading, inconsistent with our brand standards, or otherwise contrary to this Agreement.

11. Advertising Practices

Affiliates shall promote Nellie Education using ethical and transparent marketing practices.  The following activities are prohibited unless expressly authorized in writing:
  • unsolicited commercial electronic messages ("spam");
  • purchasing advertisements using Nellie Education trademarks, product names, instructor names, or confusingly similar terms as search keywords;
  • direct-linking paid advertisements to Nellie Education websites using branded keywords;
  • cookie stuffing;
  • hidden redirects;
  • misleading redirects;
  • cloaking affiliate links to conceal the source of traffic;
  • automated clicks or traffic generation;
  • click farms or incentive-based click programs;
  • browser extensions or software that automatically inject Affiliate Links;
  • misleading countdown timers or false scarcity claims;
  • false testimonials or fabricated reviews.
Affiliates are responsible for complying with the advertising policies of all platforms they use, including search engines and social media platforms.

12. Email Marketing and CASL Compliance

Where Affiliates promote Nellie Education through email or other electronic communications, they must comply with all applicable laws, including Canada's Anti-Spam Legislation (CASL).

Affiliates acknowledge that they are solely responsible for ensuring that:
  • recipients have provided the necessary consent;
  • all legally required sender identification information is included;
  • unsubscribe mechanisms are provided where required;
  • communications are truthful and not misleading.
Affiliates may not imply that promotional communications originate from Nellie Education unless expressly authorized.

Nellie Education accepts no responsibility for an Affiliate's failure to comply with applicable electronic communications legislation.

13. Social Media and Public Communications

Affiliates are encouraged to share their genuine experiences with Nellie Education.

When promoting Nellie Education through social media or other public channels, Affiliates shall:
  • identify material relationships where required by applicable law;
  • disclose affiliate relationships in a clear and transparent manner;
  • communicate respectfully;
  • avoid harassment or disparagement of competitors;
  • avoid posting content that may damage the reputation of Nellie Education or its instructors.
Affiliates are solely responsible for content they publish.  Nothing in this Agreement requires Nellie Education to monitor Affiliate communications; however, we reserve the right to request removal of content that violates this Agreement.

14. Use of Trademarks and Brand Assets

During participation in the Program, Nellie Education grants Affiliates a limited, non-exclusive, non-transferable, revocable licence to use approved logos, trademarks, promotional graphics, and other brand assets solely for the purpose of promoting eligible Nellie Education products.
This licence:
  • creates no ownership rights;
  • may not be sublicensed;
  • terminates immediately upon termination of Affiliate status.
Affiliates shall not:
  • modify logos or visual identity;
  • alter colours, proportions, or typography;
  • register domain names incorporating Nellie Education trademarks;
  • create confusingly similar branding;
  • register social media accounts appearing to represent Nellie Education.
All goodwill arising from use of Nellie Education's trademarks shall belong exclusively to Nellie Education.

15. Intellectual Property

All intellectual property rights associated with Nellie Education remain the exclusive property of Nellie Education or its licensors.

This includes, without limitation:
  • educational content;
  • presentations;
  • manuals;
  • facilitator guides;
  • videos;
  • downloadable resources;
  • certification materials;
  • graphics;
  • website content;
  • course structures;
  • assessments;
  • examinations;
  • software;
  • branding;
  • instructional methodologies; and
  • marketing materials.
Participation in the Affiliate Program does not grant any ownership interest in Nellie Education's intellectual property.
Affiliates may not reproduce, distribute, sell, modify, translate, adapt, record, or republish Nellie Education content except where expressly authorized in writing.

16. Instructor Names and Likenesses

Many Nellie Education programs are delivered by recognized leaders in mental health education.

Unless expressly authorized in writing, Affiliates shall not:
  • imply endorsement by any instructor;
  • create advertising suggesting a personal relationship with an instructor;
  • alter instructor biographies;
  • edit instructor photographs;
  • use instructor names as part of domain names or social media accounts.
Approved promotional biographies and photographs may be used only as provided by Nellie Education.

17. Privacy and Protection of Personal Information

Affiliates shall comply with all applicable privacy legislation governing the collection, use, storage, and disclosure of personal information.

Where Canadian privacy legislation applies, Affiliates shall comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

Affiliates shall not:
  • collect personal information on behalf of Nellie Education unless expressly authorized;
  • represent themselves as acting as Nellie Education's privacy representative;
  • disclose confidential learner information;
  • sell or share customer information obtained through the Affiliate Program.
Any personal information received by an Affiliate shall be protected using reasonable administrative, technical, and physical safeguards.

18.  Confidential Information

During participation in the Program, Affiliates may receive confidential information relating to Nellie Education.Confidential Information includes, but is not limited to:
  • business strategies;
  • pricing strategies;
  • unpublished products;
  • commission structures;
  • customer information;
  • financial information;
  • marketing plans;
  • technology;
  • software;
  • product development;
  • internal policies.
Affiliates agree to:
  • keep Confidential Information strictly confidential;
  • use it only for purposes of participating in the Program;
  • protect it using reasonable care;
  • not disclose it without prior written consent unless required by law.
These obligations survive termination of this Agreement.

19. Data Security

Affiliates shall implement reasonable security measures to protect any confidential business information received through participation in the Program.

Where a security incident involving Nellie Education information occurs, the Affiliate agrees to notify Nellie Education without unreasonable delay and cooperate in mitigating any resulting risk.

20. Compliance with Laws

Affiliates agree to comply with all applicable laws and regulations, including those relating to:
  • advertising;
  • consumer protection;
  • privacy;
  • electronic communications;
  • taxation;
  • intellectual property;
  • accessibility;
  • competition;
  • human rights.
Affiliates are solely responsible for ensuring that their promotional activities comply with laws applicable within their own jurisdiction.

Participation in the Affiliate Program does not constitute legal, tax, or regulatory advice from Nellie Education.

21. Eligible Products

Affiliates may earn commissions only on products that Nellie Education has specifically designated as commissionable within the Affiliate Program. Eligible Products may include, but are not limited to:
  • Live virtual workshops
  • On-demand courses
  • Professional certification programs
  • Learning pathways
  • Course bundles
  • Memberships and subscription services
  • Digital resources and toolkits
  • Webinars designated as paid offerings
  • Other educational products identified by Nellie Education
Nellie Education reserves the right to add, remove, or modify Eligible Products at any time.

Certain products, promotional offers, custom enterprise agreements, institutional contracts, sponsorships, consulting services, grants, or negotiated organizational agreements may be excluded from commission eligibility at Nellie Education's sole discretion.

22. Qualifying Referrals

A Commission is earned only when all of the following conditions are met:
  • the purchaser accesses Nellie Education through the Affiliate's unique tracking link;
  • the referral is successfully tracked by the Affiliate platform;
  • the purchaser completes payment in full;
  • the purchase relates to an Eligible Product;
  • the purchase is not cancelled, refunded, charged back, or identified as fraudulent;
  • the purchase complies with this Agreement.
Nellie Education's tracking records shall be considered the authoritative record for determining Commission eligibility.

23. Attribution and Referral Period

Affiliate referrals are tracked using cookies and other tracking technologies provided through the Affiliate platform.
Unless otherwise stated within the Affiliate Dashboard, referral attribution shall remain valid for 60 days from the customer's initial click on the Affiliate Link ("Referral Period").
If a prospective customer accesses Nellie Education through multiple Affiliate Links during the Referral Period, Commission shall be attributed in accordance with the tracking rules established within the Affiliate platform, which may include first-click or last-click attribution.
Nellie Education reserves the right to modify the Referral Period or attribution model upon reasonable notice.

24.  Commission Rates

Commission rates are established by Nellie Education and may vary by:
  • product;
  • program;
  • promotional campaign;
  • Affiliate category;
  • strategic partnership;
  • organization;
  • special initiative.
Current Commission Rates shall be published within the Affiliate Dashboard or otherwise communicated in writing.
Unless otherwise agreed in writing, standard Affiliates shall earn the Commission Rate applicable to the Eligible Product at the time of purchase.
Commission Rates may be modified prospectively upon reasonable notice to Affiliates.

25.  Commission Calculations & Payments

Commissions are calculated on Gross Revenue actually received by Nellie Education. This excludes:
  • HST, GST, or other applicable taxes;
  • refunds;
  • chargebacks;
  • payment reversals;
  • promotional credits;
  • gift card redemptions;
  • discounts;
  • cancelled orders;
Commissions are calculated after these deductions.
Approved Commissions shall normally be paid once each calendar month. Unless otherwise specified, Commission payments will be processed on or about the 20th day of each month for all Commissions that have completed the Pending Period.

Nellie Education is not responsible for delays caused by incorrect payment information supplied by the Affiliate.

To reduce administrative costs, Nellie Education maintains a minimum payment threshold. Unless otherwise communicated in writing, Commission payments will be issued only when the Affiliate's approved Commission balance reaches CAD $200.00.Approved Commission balances below the minimum threshold will automatically carry forward until the threshold is met.

If participation in the Program terminates, approved unpaid balances meeting the threshold will normally be paid during the next scheduled payment cycle.

Nellie Education reserves the right to modify commission rates, eligible products, payment schedules, payment methods, minimum payment thresholds, incentives.  Material changes will be communicated.

26.  Pending Commission

Following a qualifying purchase, Commission shall initially appear as Due Amount within the Affiliate Dashboard.

Pending Commissions become payable only after expiration of the applicable refund period.

Unless otherwise specified for a particular product, the standard Pending Period shall be 60 days following the date of purchase.

Nellie Education reserves the right to extend the Pending Period where necessary to investigate fraud, payment disputes, or unusual purchasing activity.

27.  Taxes

Affiliates act as independent contractors and are solely responsible for:
  • reporting Commission income;
  • remitting applicable income taxes;
  • complying with all tax obligations within their jurisdiction.
Nothing in this Agreement shall be interpreted as creating an employment relationship.

Nellie Education will not withhold income tax, Canada Pension Plan contributions, Employment Insurance premiums, or similar deductions unless required by law.

Where applicable, Affiliates are responsible for determining whether they are required to register for, collect, remit, or report GST, HST, VAT, sales tax, or other indirect taxes applicable to Commission income.

Nellie Education shall not be responsible for an Affiliate's tax registration or compliance obligations.
Where required by law, Nellie Education may request tax registration numbers or supporting documentation before issuing payments.

28.  Currency

Unless otherwise stated, all amounts referenced within this Agreement are in Canadian Dollars (CAD).

Where purchases are processed in another currency, Nellie Education may convert amounts to Canadian Dollars using the exchange rate applied by its payment processor at the time of settlement.

29.  Reporting

Affiliates will have access to reporting through the Affiliate Dashboard.

Reports may include:
  • clicks;
  • referrals;
  • conversions;
  • pending commissions;
  • approved commissions;
  • paid commissions;
  • payment history.
Reporting is provided for informational purposes only.

In the event of discrepancies, Nellie Education's internal financial records shall prevail unless an error is demonstrated.

30.  Fraud Prevention

Nellie Education actively monitors Affiliate activity for fraud and abuse.

Activities that may result in immediate suspension include, but are not limited to:
  • self-referrals;
  • multiple accounts created for the same individual;
  • artificial traffic generation;
  • automated purchases;
  • bot activity;
  • false identities;
  • payment fraud;
  • misuse of promotional codes;
  • attempts to manipulate attribution tracking.
Nellie Education reserves the right to investigate suspected fraud before approving or paying Commission.

31.  Audit & Verification

Nellie Education may review Affiliate activity where reasonably necessary to verify compliance with this Agreement.
Affiliates agree to cooperate with reasonable requests.
Failure to cooperate may result in suspension or termination of Affiliate participation.

32.  Affiliate Representations and Warranties

The Affiliate represents and warrants that throughout the Term of this Agreement:
  • all information provided to Nellie Education is accurate and complete;
  • the Affiliate has the legal authority to enter into this Agreement;
  • participation in the Program does not violate any other agreement or legal obligation;
  • promotional activities will comply with all applicable laws and regulations;
  • any website, social media account, or promotional platform used by the Affiliate is operated lawfully;
  • the Affiliate will not knowingly infringe the intellectual property rights of any third party.
The Affiliate further warrants that all promotional content created by the Affiliate will be truthful, accurate, and not misleading.

33.  Disclaimer

Except as expressly stated in this Agreement, the Affiliate Program and all related services are provided on an "as is" and "as available" basis.

Nellie Education makes no guarantee regarding:
  • uninterrupted operation of the Affiliate Program;
  • availability of the Affiliate Dashboard;
  • tracking accuracy in circumstances beyond our reasonable control;
  • any minimum level of sales;
  • any minimum level of Commission;
  • business success arising from participation in the Program.
Participation in the Program does not guarantee any particular financial outcome.

34.  Limitation of Liability

To the fullest extent permitted by applicable law, Nellie Education shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from or relating to this Agreement or participation in the Affiliate Program.

This limitation includes, without limitation:
  • loss of profits;
  • loss of business opportunities;
  • loss of goodwill;
  • business interruption;
  • loss of data;
  • reputational damage.
To the maximum extent permitted by law, Nellie Education's aggregate liability arising out of or relating to this Agreement shall not exceed the total Commission paid or payable to the Affiliate during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability where such limitation is prohibited by law, including liability arising from fraud, wilful misconduct, or gross negligence.

35.  Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless Nellie Health Inc., Nellie Education, its directors, officers, employees, contractors, instructors, affiliates, licensors, successors, and assigns from and against all claims, losses, liabilities, damages, costs, and reasonable legal expenses arising from:
the Affiliate's breach of this Agreement;negligent or unlawful acts or omissions of the Affiliate;
infringement of third-party intellectual property rights by the Affiliate;
misleading or unauthorized promotional activities;
violation of privacy or advertising legislation;
violation of applicable laws.

36.  Term

This Agreement begins on the date Nellie Education approves the Affiliate's application.

The Agreement continues until terminated by either party in accordance with this Agreement.

37.  Suspension & Termination

Nellie Education may immediately suspend an Affiliate's participation while investigating suspected:
  • fraud;
  • misconduct;
  • legal violations;
  • security incidents;
  • breaches of this Agreement.
During suspension, Commission payments may be withheld pending completion of the investigation.

Either party may terminate this Agreement at any time by providing written notice.

Nellie Education may terminate participation immediately where the Affiliate:
  • materially breaches this Agreement;
  • engages in fraudulent activity;
  • damages the reputation of Nellie Education;
  • repeatedly violates Program policies;
  • becomes insolvent or bankrupt;
  • engages in unlawful conduct.
Termination shall not affect rights or obligations that accrued prior to termination.

Upon termination:
all licences granted under this Agreement immediately cease;
the Affiliate shall discontinue use of Nellie Education trademarks and promotional materials;
Affiliate Links shall be removed from websites and promotional materials within ten (10) Business Days;
unpaid Commissions that have been approved prior to termination shall be paid in accordance with this Agreement, subject to any lawful deductions
;pending or disputed Commissions may be withheld until all investigations are complete.

38.  Confidentiality Following Termination

The confidentiality obligations contained in this Agreement continue indefinitely following termination, unless the applicable information lawfully enters the public domain.

39.  Force Majeure

Neither party shall be liable for delay or failure to perform obligations resulting from circumstances beyond its reasonable control, including but not limited to:
  • natural disasters;
  • pandemics;
  • acts of government;
  • labour disputes;
  • widespread internet outages;
  • cyberattacks;
  • utility failures;
  • war;
  • civil unrest.
The affected party shall use reasonable efforts to resume performance as soon as practicable.

40.  Assignment

The Affiliate may not assign or transfer any rights or obligations under this Agreement without Nellie Education's prior written consent.

Nellie Education may assign this Agreement to a successor organization or as part of a merger, acquisition, restructuring, or sale of substantially all of its assets.

41.  Amendments

Nellie Education may amend this Agreement from time to time.

Material amendments affecting Affiliate rights or obligations will be communicated by email or through the Affiliate Dashboard.

Continued participation in the Program following the effective date of an amendment constitutes acceptance of the revised Agreement.

42.  Survival

The following provisions survive termination of this Agreement:
  • Confidentiality;
  • Intellectual Property;
  • Limitation of Liability;
  • Indemnification;
  • Tax Obligations;
  • Payment Obligations;
  • Governing Law;
  • Dispute Resolution;
  • Any provision which by its nature is intended to survive termination.

43.  Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

44.  Dispute Resolution

The parties agree to make reasonable efforts to resolve any dispute arising under this Agreement through good-faith discussions.If a dispute cannot be resolved through negotiation, the parties may agree to mediation before commencing litigation.Unless otherwise required by applicable law, the courts of the Province of Ontario shall have exclusive jurisdiction over any legal proceedings arising from this Agreement.

45.  Contact Information

Questions regarding this Agreement or the Affiliate Program should be directed to:

Email: admin@nelliehealth.com
Website: https://education.nelliehealth.com

46.  Acceptance

By applying to or participating in the Nellie Education Affiliate Program, the Affiliate acknowledges that they have read, understood, and agree to be bound by these Affiliate Program Terms & Conditions.