Partner Terms
and Conditions
Last modified on 04/08/2026
1. INDEPENDENT CONTRACTOR
The Partner is and shall remain at all times during the Term an independent contractor. The Corporation shall not be considered or deemed to be a principal, agent or representative, joint venturer, partner, officer, employee, or director of the Partner or otherwise related (other than as an independent contractor under an applicable Order Form and these TCU) with the Partner. The Partner acknowledges and agrees that the Corporation has no exclusive relationship with the Partner.
2. LIMITED LIABILITY
IN NO EVENT SHALL THE CORPORATION’S LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN CONNECTION WITH THE ORDER FORM OR THESE TCU EXCEED THE VALUE OF PAYMENTS MADE BY THE PARTNER DURING THE TERM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST SAVINGS, THE COST OF OBTAINING SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR DATA, OR ANY OTHER ECONOMIC LOSS, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES.
3. WARRANTY OF THE CORPORATION
The Corporation represents, warrants, and covenants to: (i) render the Services in a professional manner, and with a degree of care, skill and diligence sufficient to provide said Services in accordance with industry standards and the terms of these TCU; (ii) comply with all laws, regulations and governmental orders applicable to the provision of Services; and (iii) not violate any law, regulation or governmental order and not breach any contract or agreement with any third party in connection with the provision of Services.
4. WARRANTY OF THE PARTNER
The Partner represents, warrants, and covenants to: (i) perform its obligations under these TCU and the applicable Order Form in a professional manner and with a degree of care, skill, and diligence consistent with industry standards; (ii) comply with all applicable laws, regulations, and governmental orders in connection with its use of the Services and the organization of any Event; (iii) not violate any applicable law, regulation, or governmental order, nor breach any contract or agreement with any third party in connection with its use of the Services or the organization of any Event; and (iv) not use or permit the use of any intellectual property or confidential information of any third party without proper authorization in connection with its use of the Services or the organization of any Event.
5. CONFIDENTIALITY
Except as otherwise required by applicable law, each Party shall maintain, and shall cause its representatives to maintain, the confidentiality of all confidential information of the other Party to which it has access during the Term. Each Party agrees not to use or permit the use of the other Party’s confidential information for its own benefit or for any purpose other than as necessary to perform its obligations or exercise its rights under these TCU, unless otherwise expressly authorized in writing by the disclosing Party. For the purposes of this Section 5, “Confidential Information” means all financial, business, and technical information, methods, plans, trade secrets, know-how, technical expertise, and other information relating to a Party’s business and operations, whether disclosed orally, in writing, or otherwise, unless such information: (i) is or becomes part of the public domain through no fault of the receiving Party; (ii) is independently developed or known by the receiving Party without use of or reference to the disclosing Party’s confidential information; or (iii) is received from a third party without breach of any confidentiality obligation.
6. DATA AND INTELLECTUAL PROPERTY
The data and personal information of the Clients collected by the Corporation during the Term are confidential and shall remain the exclusive property of the Corporation, as subject to the applicable privacy laws. Notwithstanding the foregoing, the Parties agree that they may exchange, upon request, information and documents reasonably required for the provision of the Services and may facilitate contact between the persons involved in a mandate, in each case in accordance with applicable privacy and confidentiality obligations. Each Party shall retain all rights, title and interest in and to its respective intellectual property. Each Party hereby grants to the other Party a non-exclusive, personal, non-transferable, royalty-free license to use its name, trademarks and logos solely for the purpose of identifying and promoting the partnership contemplated under the Order Form, including in communications and marketing materials related to the Services. All use of a Party’s trademarks shall inure to the benefit of that Party, and each Party shall remain the exclusive owner of its respective trademarks.
7. INDEMNIFICATION
The Partner shall indemnify, defend and hold harmless the Corporation, its affiliates and their respective partners, agents and employees from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees and costs of investigation and defense) arising out of or relating with any failure by the Corporation to deliver the Services, in whole or in part, where such failure results from the Partner’s failure to provide the required data in a timely manner, including where such failure prevents the Corporation from delivering the Services to Clients at least seven (7) days prior to the applicable Event. For the purposes of these TCU, data shall be deemed to have been provided in a timely manner only if it is delivered within a timeframe that reasonably allows the Corporation, acting in accordance with commercially reasonable practices and applicable industry standards, to process such data and deliver the Services at least seven (7) days prior to the applicable Event, taking into account the volume, completeness, accuracy, format and complexity of the data provided. The Corporation shall use commercially reasonable efforts to mitigate any damages arising therefrom; provided, however, that any refunds, reimbursements or other amounts payable to Clients or third parties as a result of such failure, shall be borne solely by the Partner.
8. GROUNDS FOR TERMINATION
These TCU and any applicable Order Form may be terminated at any time and for any reason by mutual written agreement of the Parties. Either Party may also terminate these TCU and any applicable Order Form if the other Party materially breaches any provision of the Order Form or these TCU and fails to remedy such breach within ten (10) days after receiving written notice specifying the breach and requiring that it be remedied. 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.
9. EFFECT OF TERMINATION
Upon termination, the Partner shall have no further claim against the Corporation arising from this Order Form except for rights and obligations accrued prior to termination.
10. SEVERABILITY
If, in a jurisdiction, a provision of the Order Form or these TCU or the application to any Party or circumstances is restricted, prohibited or unenforceable, such provision shall, with respect to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without affecting the validity of the remainder of the provisions of the Order Form or these TCU, the validity or enforceability of such provision in any other jurisdiction or the application of such provision to other parties or circumstances.
11. SURVIVAL
Any sections of these TCU which, by their nature, should reasonably survive termination of the Order Form, including without limitation, Sections 2 to 6 and 9 of these TCU, shall survive such termination.
12. CONFLICTING TERMS
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.
13. CHANGES TO TCU
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/tcu-partners, along with the date of the last revision. These updates are effective upon posting and become binding thirty (30) days after posting. The Partner will be notified of these changes, and by continuing to use the Services, or by continuing to provide access to the Services to the Clients, following such notification, shall be deemed to have accepted the amended TCU.
14. ENUREMENT
The Order Form and these TCU shall enure to the benefit of the Parties and their successors (including a successor by merger of a Party) as well as their respective assignees and permitted transferees and be binding upon them.
15. ASSIGNMENT
The Partner may not assign its rights, duties, and obligations pursuant to the Order Form without the prior written consent of the Corporation.
16. ADVERTISING MATERIAL
Advertising or promotional material bearing the name or logo of either Party must be approved in advance by the other Party.
17. ENTIRE AGREEMENT
The Order Form and these TCU, as well as covenants and other documents to be delivered hereunder, constitute the entire agreement entered into between the Parties and disclose all covenants, promises, warranties, representations, conditions, and agreements between the Parties with respect to the subject matter of the Order Form and these TCU and supersede all prior agreements, understandings, prior negotiations and discussions, whether oral or written, pre-contractual or otherwise.
18. CURRENCY
Unless otherwise provided in the Order Form, all dollar amounts set forth or referred to in the Order Form and these TCU are expressed in Canadian dollars.
19. NOTICES
Any notice required or permitted to be given to a Party under these TCU shall be deemed to have been received if delivered personally, sent by registered mail, or sent to the last known email address of the receiving Party.
20. OTHER ASSURANCES
Each Party will promptly do, sign, deliver or cause to be done, signed, and delivered all additional acts, documents, and things that the other may reasonably require for the purpose of giving effect to the Order Form and these TCU.
21. NO WAIVER
A failure to act or delay in acting by a Party with respect to non-performance, or the non-exercise of a right, under the Order Form or these TCU, will not signify a waiver of that performance or of that right. A Party’s waiver of any right under the Order Form or these TCU shall be effective only if it is done in writing and signed, in which case it will be effective in the specific instance and for the specific purpose given. The obligor of an obligation under the Order Form or these TCU will be in default of that obligation by the mere expiry of the time necessary to perform it.
22. INDEPENDENT COUNSEL
Each Party acknowledges that it has read and understood the terms and conditions in these TCU, and that each Party has had a reasonable opportunity to consult with independent legal counsel prior to executing the Order Form.
23. GOVERNING LAW
The Order Form and these TCU shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. For any dispute arising from the Order Form or these TCU, the Parties submit to the exclusive jurisdiction of the courts of Québec, district of Montréal.
24. DEFINITIONS
24.1. "Client” means the end-users of the Partner that are authorized by the Partner to access and use the Services in connection with an Event pursuant to an applicable Order Form entered into between the Partner and the Corporation, including any such end-users who access and/or use the Services as part of, or in connection with, any sponsorship package, offering, bundle or other arrangement made available by the Partner that includes the Services, and excluding any end-users accessing the Services under a separate order form entered into directly with the Corporation;
24.2. “Corporation” means BETA Labs Inc.;
24.3. “Event” means the event organized by the Partner, as further described in the Order Form;
24.4. “Order Form” means any order form, purchase order, statement of work, service agreement, or other commercial document of a similar nature agreed upon by the Corporation and the Partner from time to time, whether in paper or electronic form, pursuant to which the Parties agree on the provision of certain Services, whether by way of purchase, exchange of services, or any other agreed consideration
24.5. “Parties” means collectively the Corporation and the Partner, and “Party” means individually either one of them;
24.6. “Partner” means any entity that enters into an Order Form with the Corporation for the provision of the Services in connection with an Event organized or managed by such entity, including where such entity may, without limitation, make the Services available to its approved sponsors, partners, or other participants in accordance with the Order Form and these TCU;
24.7. “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 Client, based on available data and data provided to the Corporation by the Partner, by participants to the Event or by other parties under the applicable Order Form;
24.8. “TCU” means these Partner Terms and Conditions; and
24.9. “Term” means, in respect of each applicable Order Form, the period commencing on the date of execution of such Order Form (unless otherwise specified therein) and continuing until the Services to be provided pursuant to such Order Form have been completed or are otherwise terminated in accordance with these TCU.