Terms and Conditions of Use
Last modified on 03/30/2026
These Terms and Conditions of Use (the “TCU”) govern your access to and use of the Services and constitute a legally binding agreement between you and BETA Labs inc. (the “Corporation”). By signing an Order Form, clicking on a box indicating your acceptance, creating an Account, or accessing or using the Services, you confirm that you have read, understood, and agree to be bound by all of these TCU and any additional terms, rules, and conditions issued by the Corporation from time to time. These TCU become effective upon the occurrence of the first of the following events: (i) opening an Account; or (ii) signing an Order Form (the “Effective Date”). If you do not agree or cannot fulfill the obligations described in these TCU, please do not use the Services.
The Corporation may make changes to the TCU from time to time. Changes will be communicated by posting the revised TCU at the following link: https://www.betalabs.ca/en/tcu-clients, along with the date of the last revision. These updates are effective upon posting and become binding thirty (30) days after posting. You will be notified of these changes, and by continuing to access or use the Services after receiving such notification, you acknowledge and agree to the modified TCU.
In the event of any conflict or inconsistency between the provisions of the Order Form and these TCU, the provisions of the Order Form shall prevail and take precedence, but only for the purpose of the specific conflict or inconsistency.
You represent to the Corporation that you are legally able to enter into these TCU. If you are entering into these TCU on behalf of an entity, you represent to the Corporation that you have the legal authority to bind that entity. Access to the Services in violation of local laws is at your own risk. You will comply with these TCU and applicable laws.
1. SERVICES
1.1. Use and Access to the Services
Subject to the Customer paying all applicable Fees, if applicable, and complying with the TCU, the Corporation grants the Customer a worldwide, non-exclusive, non-transferable and non-sublicensable license during the Term (as defined in paragraph 7.1) to use the Services, solely in connection with the Events. For greater certainty, this license does not grant the Customer any right to use, commercialize, resell, or otherwise exploit the Services for any commercial purposes. The Customer may permit its Users, if applicable, to access and use the Services solely for the purposes of the Events identified in the applicable Order Form.
1.2. Services Provided on a One-Time Basis
Where specified in the applicable Order Form, the Customer’s purchase of the Services is made on a one-time basis and provides access to the relevant Services for the period necessary for the Corporation to provide the Services in connection with the applicable Events, unless earlier terminated in accordance with these TCU. Such Services are not subject to automatic renewal and do not involve any recurring fees, unless otherwise expressly set out in the applicable Order Form.
1.3. Service Features and Availability
The prices, features, and options of the Services are determined based on the selections set out in the applicable Order Form, including the number of Events and personalized participant recommendations selected by the Customer, as well as any modifications requested by the Customer and agreed to by the Corporation from time to time.
1.4. Updates
The Customer acknowledges that the Services, as well as any software, platforms, or tools used by the Corporation in the provision of the Services, may be subject to ongoing updates, including fixes, upgrades, and functional improvements. Where reasonably practicable, the Corporation will provide advance notice of any material impact on the availability of the Services. Although the Corporation will use commercially reasonable efforts to minimize any disruption, it shall not be liable for any loss or damage, whether pecuniary or otherwise, resulting from any interruption or unavailability of the Services, and hereby disclaims all liability in this regard.
2. COMPENSATION
2.1. Fees
By entering into an Order Form with the Corporation and using the Services, the Customer agrees to pay all applicable fees set forth in the Order Form and in these TCU (as well as all applicable taxes) (the “Fees”). Fees are non-refundable.
2.2. Payment Method
Fees are payable by any payment method designated by the Corporation on its invoices.
2.3. Billing
Unless otherwise specified, the Corporation will invoice the Customer for the Services in accordance with the payment terms set forth in the Order Form.
2.4. Incorrect or Incomplete Payment
If any amount owed by the Customer under these TCU is more than thirty (30) days past due from the date of the relevant invoice, the Corporation may, without limiting its other rights and remedies, suspend the Services provided to the Customer until such amounts have been paid in full. It is understood that any unsuccessful payment may result in termination of the Services in accordance with paragraph 7.2.
2.5. Taxation
All fees payable in respect of the Services are exclusive of any taxes, fees, or duties imposed by any governmental authority. The Corporation may collect certain taxes on behalf of governmental authorities in certain jurisdictions. You are solely responsible for the payment of all sales, use, value-added, and other taxes, duties, or levies currently imposed or that may be imposed in the future by any governmental authority in connection with your use of the Services.
3. CONDUCT
3.1. Restrictions on Use
You agree to be solely responsible for your conduct and that of Users or any third party to whom you have provided access to the Services, directly or indirectly, in connection with the use of the Services and Documentation, whether such access or use is authorized under these TCU or not. Any unauthorized use of the Services may result in the termination of your rights to use the Services in accordance with paragraph 7.2. You agree to comply with the TCU and not to (and not to attempt to) directly or indirectly, alone or with another party: (i) license, sublicense, sell, rent, transfer, grant, distribute, share, or allow third parties to use rights or commercially exploit the Services and Documentation in any form to another party, except for the Customer’s internal business purposes in connection with the applicable Events identified in the Order Form; (ii) use the Services or Documentation in a manner that would violate the TCU or applicable law; (iii) reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent that such restriction is prohibited by applicable law); (iv) upload, introduce, or use the Services to distribute any viruses or other malicious code, or transmit large amounts of data in a manner that could have an adverse effect on the Services; (v) copy, reproduce, aggregate, republish, publish, publicly display, encode, translate, transmit, distribute, sell, license, sublicense, or otherwise exploit or use for any purpose the Services and the Corporation Documentation, including all of the Corporation’s Intellectual Property Rights; or (vi) commit any act, omission, or use of the Services that the Corporation, in its sole and reasonable discretion, deems inappropriate, abusive, harmful, contrary to the spirit or purpose of the Services and these TCU, or otherwise unacceptable.
3.2. Access Management
The Customer is responsible for all actions and inactions of its Users, or third parties to whom it has granted access to the Services, treating them as if they were its own actions or inactions. Maintaining control of any access credentials, links, or Accounts used to access the Services, including the confidentiality of login credentials, is the responsibility of the Customer.
4. CONFIDENTIALITY
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for purposes outside the scope of these TCU, unless prior written consent has been obtained from the Disclosing Party. The Receiving Party agrees to protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information of a similar nature (but in no event with less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent permitted by law) and reasonable assistance, at the expense of the Disclosing Party, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in violation of the confidentiality protections provided herein, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek an injunction to prevent such acts, the Parties specifically acknowledging that any other available remedies may be inadequate.
5. ACCESS TO EXTERNAL RESOURCES
5.1. External Links
From time to time, the Corporation may provide links to other websites or services, including links used to access or deliver the Services. Links shared through the Services may take you to websites or services not covered by these TCU. When you access third-party resources on the Internet in this manner, you do so at your own risk. The Corporation assumes no responsibility for your use of these other websites or services or for the protection of your privacy on those websites or services. The Corporation makes no representations or warranties regarding the content of the websites or services to which it provides a link, or the products or services available on those websites, or the third parties that operate those websites.
5.2. Third-Party Services
The Corporation reserves the right to discontinue providing certain features that constitute the Services, without notice, if, for example, a Third-Party Service is unavailable or incompatible with the Services. Third-Party Services are not guaranteed or supported by the Corporation. Third-party Services and their features may be available, but this is not guaranteed. In addition, by activating a Third-Party Service, you authorize the Corporation to transfer Customer Data to the third-party provider of that Third-Party Service in accordance with the operation of that Third-Party Service.
6. DATA AND INTELLECTUAL PROPERTY
6.1. Customer Data
The Customer owns all rights, titles, and interests (including all Intellectual Property Rights) in the Customer Data. The Customer grants the Corporation a non-exclusive, worldwide, fully paid-up, royalty-free license to host, use, copy, reproduce, display, store, process, and transmit Customer Data, as well as the right to sublicense these rights to service providers for the purpose of providing the Services, and only to the extent necessary. During the Term and thereafter, the Corporation may use, copy, modify, adapt, translate, create derivative works, distribute, and display the Customer Data, provided that it is aggregated or de-identified, for commercial purposes, including, without limitation, to develop, improve, and support the Services, all in accordance with applicable law.
6.2. Event Participant Data
Where the Customer provides data relating to event participants to the Corporation, or where such data is provided to the Corporation by an event organizer in connection with the Services, the Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations required to share such data with the Corporation for the purpose of providing the Services.
6.3. Ownership
The Customer acknowledges and agrees that the Corporation and/or its licensors own all rights, title, and interest, including Intellectual Property Rights in and to (i) the Services, and (ii) anything developed or delivered by or on behalf of the Corporation under these TCU, the Content, and the Documentation. You acknowledge and agree that the Services, Content, and Documentation are made available and not sold, and that, except as expressly stated herein, these TCU do not grant you any rights to, under, or in any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses with respect to the Services, Content, or Documentation. All Content and Intellectual Property Rights therein are owned, controlled, used, or licensed by the Corporation and are protected by all Intellectual Property Rights laws. You may not remove, modify, or obscure any Intellectual Property Rights notices incorporated in or accompanying the Services, Content, and Documentation.
6.4. Feedback
If you choose to share suggestions for improving the Services with the Corporation (the “Feedback”), you irrevocably assign to the Corporation all rights, title, and interest therein, including moral rights, which you waive to the extent permitted by law. The Corporation may use the Feedback freely and without restriction, without any obligation to compensate you. You agree to provide reasonable assistance necessary to enable the Corporation to protect its rights in the Feedback.
7. TERM AND TERMINATION OF THE TCU
7.1. Term
These TCU shall come into effect on the Effective Date and shall remain in force until all Services to be provided pursuant to any executed Order Form have been completed, unless earlier terminated in accordance with these TCU (the “Term”).
7.2. Termination
Without limiting any other provision of these TCU, if a Party materially breaches the terms and conditions set forth in these TCU or any applicable law or regulation, and fails to remedy the breach within ten (10) days of receiving written notice to that effect, the other Party may terminate these TCU and any applicable Order Form, and in the case of a termination by the Corporation, delete the Customer’s Account without warning, at its sole discretion. Notwithstanding the foregoing, either Party may terminate these TCU and any applicable Order Form immediately and without prior notice if the other Party commits fraud, dishonesty, willful neglect, misconduct, or any other serious misconduct affecting the performance of the Services or obligations of such Party under the Order Form or these TCU. Either Party may further terminate these TCU and any applicable Order Form immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or under any insolvency or similar law that is not dismissed within thirty (30) days, or ceases or threatens to cease carrying on its business. The Customer’s obligation to pay any outstanding Fees shall remain in full force and effect and shall survive termination, and the Customer shall not be entitled to a refund of any prepaid Fees, if applicable.
7.3. Effect of Termination
Upon effective termination of these TCU, all rights and licenses granted to the Customer by the Corporation under these TCU shall be terminated. Termination by either Party of these TCU is without prejudice to any other remedy it may have at law or in equity and does not relieve either Party of its liability for breaches occurring prior to the effective date of termination. Neither Party shall be liable to the other for damages resulting solely from the termination of the TCU in accordance with its provisions.
7.4. Post-Termination Obligations; Recovery of Customer Data
Upon termination of the Services in accordance with these TCU, and to the extent that the Corporation holds Customer Data, the Corporation will make such Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days following the date of termination. After this period, the Corporation may delete all Customer Data, and the Corporation shall have no obligation to the Customer to continue to store the Customer Data.
8. DISCLAIMER OF WARRANTIES
8.1. Disclaimer
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE CORPORATION EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE EFFECT THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
8.2. Recommendations
The Corporation does not guarantee the relevance, suitability, or outcomes of any personalized recommendations of event participants or interactions arising from the use of the Services. The Customer and Users are solely responsible for evaluating and engaging with any recommended participants. Furthermore, the Customer acknowledges and understands that the recommendations generated by the Services might be based on automated processing of available data and may not be exhaustive, accurate, or free from bias.
9. LIMITATION OF LIABILITY
9.1. Limitation
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TCU AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE CORPORATION BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THESE TCU, THE SERVICES OR ANY SPECIAL OR SUBSEQUENT MODIFICATIONS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF CONTENT OR LOSS OF DATA. FURTHERMORE, THE CORPORATION’S AGGREGATE LIABILITY TO THE CUSTOMER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TCU OR THE SERVICES SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO THE CORPORATION UNDER THE APPLICABLE ORDER FORM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
9.2. Transaction between parties
The Corporation shall not be responsible for any interactions, communications, or transactions between participants of any Events and/or any third parties, whether online or in person.
10. INDEMNIFICATION
10.1. Indemnification by the Customer
The Customer shall defend the Corporation, its affiliates, and their shareholders, officers, directors, employees, and agents (“Corporation Indemnified Parties”) against any claim, demand, suit, or proceeding brought against a Corporation Indemnified Party by a third party (a “Claim”), and shall indemnify and hold harmless the Corporation Indemnified Parties from and against any loss, claim, damage, cost, expense, and other liabilities (including reasonable attorneys’ fees and expenses) incurred by any Corporation Indemnified Party arising directly or indirectly from such Claim; provided that the Corporation Indemnified Parties: (i) promptly give the Customer written notice of the Claim; (ii) give the Customer sole control over the defense and settlement of the Claim (provided that the Customer may only settle a Claim if the settlement unconditionally releases the Corporation Indemnified Parties from all liability); and (iii) provide the Customer with all reasonable assistance, at the Customer’s own expense.
11. MISCELLANEOUS
11.1. Entire Agreement
The TCU, together with the Order Form, constitute the entire agreement between the Customer and the Corporation with respect to the Customer’s use of the Services, superseding any prior agreement between the Customer and the Corporation.
11.2. Applicable Laws and Jurisdiction
USE OF THE SERVICES IS GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUÉBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE IN THE PROVINCE OF QUÉBEC, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS. YOU AGREE THAT ANY LEGAL ACTION OR PROCEEDINGS BETWEEN THE CUSTOMER AND THE CORPORATION WILL BE BROUGHT EXCLUSIVELY IN THE COURTS LOCATED IN THE JUDICIAL DISTRICT OF MONTRÉAL, QUÉBEC, CANADA. THE FOREGOING CHOICE OF JURISDICTION SHALL NOT PREVENT THE CORPORATION FROM SEEKING AN INJUNCTION REGARDING A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, NOR FROM SEEKING ENFORCEMENT OR RECOGNITION OF ANY JUDGMENT OR ORDER IN ANY APPROPRIATE JURISDICTION.
11.3. Notice
If you have any complaints or requests for information regarding the Services, please contact the Corporation at the following email address: elizabeth@betalabs.ca.
11.4. Invalidity of a Provision
If any provision of the TCU is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall not affect or impair the validity, legality, or enforceability of the remaining provisions of the TCU.
11.5. Survival
All provisions of these TCU that by their nature should reasonably survive termination of the TCU, including, without limitation, the provisions 4, 6, 8, 9, and 10 of these TCU, shall survive termination of the TCU.
11.6. Assignment
These TCU, and the Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by the Customer without the prior written consent of the Corporation, and any attempted assignment, subcontracting, delegation, or transfer in violation of the foregoing shall be null and void. The Corporation may assign these TCU, as well as its rights and obligations hereunder, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Services, without the prior written consent of the Customer.
11.7. No waiver
The failure of either Party to act or delay in acting with respect to any breach or non-exercise of any right under the TCU shall not constitute a waiver of such performance or right.
11.8. Force Majeure
A Party shall in no event be liable for any failure or delay in the performance of its obligations hereunder (except for payment obligations) arising directly or indirectly from a force majeure event. Without limiting the generality of the foregoing, a force majeure event shall include any failure, delay or omission by an event organizer or any other partner of the Corporation to provide, in a timely manner, the data required for the Corporation to generate the recommendations. It is understood that the Party experiencing a force majeure event will use reasonable efforts, in accordance with accepted practices, to resume performance of its obligations as soon as possible under the circumstances, if reasonably possible.
11.9. Successors and Assigns
All obligations set forth in the TCU are binding and apply in favor of the respective successors and assigns of the Parties.
12. DEFINITIONS
12.1. “Account” means an account dedicated to you and the Users, if any, for access to and use of the Services ;
12.2. “Claim” has the meaning set forth in paragraph 10.1;
12.3. “Confidential Information” means all confidential and proprietary information of one party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), orally or in writing, that is designated as confidential or that should reasonably be considered confidential given the nature of the information and the circumstances of the disclosure, including, but not limited to, these TCU and the Services. Confidential Information does not include information (i) that is or becomes publicly known without breach of any obligation to the Disclosing Party; (ii) that was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation to the Disclosing Party; or (iv) is received from a third party without breach of any obligation to the Disclosing Party ;
12.4. “Content” means, without limitation, any information, code, data, functionality, website design, text, software, music, audio content, photographs, graphics, videos, messages, tags, and/or other materials ;
12.5. “Corporation” has the meaning set forth in the preamble of these TCU ;
12.6. “Corporation Indemnified Parties” has the meaning set forth in paragraph 10.1;
12.7. “Customer” means an individual, organization, Corporation, or any other legal entity that benefits from the provision of Services by the Corporation ;
12.8. “Customer Data” means all data stored by or on behalf of the Customer, or at the Customer's request, in the Services. Customer Data also includes Content added by a User, if applicable. To the extent that such Content is stored in, or transferred to, the organizational page of the Account, such Content will be considered Customer Data ;
12.9. “Disclosing Party” has the meaning set forth in paragraph 1.3;
12.10. “Documentation” means all manuals, instructions, or other documents or materials that the Corporation may provide or make available to you, in any form or medium, that describe the functionality, components, features, requirements, or fees related to the Services. Documentation does not include content posted in user or community forums ;
12.11. “Effective Date” has the meaning set forth in the preamble of these TCU ;
12.12. “Event(s)” means, without limitation, any conference, trade show, or other professional event in respect of which an Order Form has been executed between the Customer and the Corporation for the provision of the Services by the Corporation to the Customer ;
12.13. “Feedback” has the meaning set forth in paragraph 6.4;
12.14. “Fees” has the meaning set forth in paragraph 2.1 of these TCU ;
12.15. “Intellectual Property Rights” means all patents, invention rights, utility models, copyrights and related rights, trademarks, service marks, trade names, Corporation names and domain names, rights to goodwill or recourse for unfair competition, unfair competition rights, design rights, software rights, database rights, topography rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered, including all applications, renewals, or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, as well as all claims for damages arising from past, present, or future infringements of the foregoing, with the right, but not the obligation, to bring legal action and collect such damages for said use or infringement of these rights ;
12.16. “Order Form” means any order form, purchase order, renewal notice, subscription form, or other commercial document of a similar nature that the Corporation and the Customer may agree upon from time to time and by means of which the Customer, whether in paper or electronic form, will purchase certain Services ;
12.17. “Parties” means collectively the Corporation and the Customer, and “Party” means individually either one of them;
12.18. “Receiving Party” has the meaning set forth in paragraph 1.3;
12.19. “Services” means the Corporation’s software applications and related services used to generate personalized recommendations of event participants, including, for greater certainty, recommendations relating to specific individuals and/or corporations or other entities participating at an Event, based on available data and data provided to the Corporation by the Customer ;
12.20. “TCU” has the meaning set forth in the preamble of these TCU ;
12.21. “Term” has the meaning set forth in paragraph 7.1 of these TCU ;
12.22. “Third-Party Services” means any third-party service, connection, data, software, application, or integration that interoperates with the Services and is provided or made available by you or a third party; and
12.23. “User” means any person authorized by the Customer to access or use the Services, whether directly or indirectly, including through a link, interface or other means made available by the Corporation to the Customer or to a designated representative of the Customer for further distribution within its organization. Each User must use a unique identity to access and use the Services, to the extent individual credentials are required, and may only access and use the Services to the extent made available to the Customer.