ALTARIS GROWTH PARTNERS INC.TERMS AND CONDITIONS

These Altaris Growth Partners Inc. Terms and Conditions (“Terms & Conditions”) are between Altaris Growth Partners Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Advisor” or “Altaris”), and the person, company, or entity (“Company”) engaging the Advisor by placing an order (“Order”) for business advising services from the Advisor. The Advisor and Company are collectively referred to herein as the “Parties,” and individually as a “Party.”

These Terms & Conditions, together with the applicable Order (collectively, the “Agreement”), are deemed effective upon the Advisor’s electronic confirmation or delivery of the executed Order to the Company (the “Effective Date”).

For clarity, all references to the “Advisor” refer to Altaris Growth Partners Inc. Any individual advisors, contractors, or representatives providing services do so solely on behalf of and as agents of Altaris, and not in any individual capacity.

1. SCOPE OF SERVICES

Advisor may provide business advising services, including without limitation training, coaching, strategic planning, fractional implementation support, and advisory services, for the purpose of assisting Company with business growth and operational improvement, as more fully described in the applicable Order (the “Services”).

The Parties acknowledge and agree that although the Company may engage Advisor for specific objectives or outcomes, Advisor does not guarantee the achievement of any particular business, financial, operational, or strategic result. All decisions and implementations remain the sole responsibility of the Company.

In connection with the Services, or on a stand-alone basis, Advisor may provide proprietary materials, tools, templates, frameworks, recordings, written content, audio content, and video content (collectively, the “Advisor Materials”).

2. ADVISOR PLATFORM

Each subscription to the Services may include access to Advisor’s proprietary online platform (the “Advisor Platform”). Company’s access to and use of the Advisor Platform is governed by the Advisor Platform Terms of Use made available by Advisor, as updated from time to time (the “Platform Terms”).

Advisor reserves all rights in and to the Advisor Platform not expressly granted to Company. Access to the Advisor Platform is a subscription-based service and is distinct from continued access rights to Advisor Materials as set forth in Section 3.

3. ADVISOR MATERIALS; LICENSE; CONTINUED ACCESS

3.1 License Grant

Subject to the terms of this Agreement and any applicable Order, Advisor hereby grants to Company, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Advisor Materials made available to Company during the Term and paid for under an active subscription, solely for Company’s internal business purposes.

3.2 Ownership

All Advisor Materials, together with all intellectual property and proprietary rights therein, are and shall remain the exclusive property of Advisor or its licensors. No rights are granted to Company except as expressly set forth in this Agreement.

3.3 Continued Access to Paid Materials

Upon expiration or termination of this Agreement for any reason, Company shall retain ongoing access to any and all Advisor Materials that were provided to and paid for by Company during the Term, whether accessed through the Advisor Platform or delivered in written, audio, or video format, in the form and format in which such materials were originally provided.

3.4 Exclusions

Continued access shall not include:
(a) continued access to the Advisor Platform, unless otherwise agreed in writing;
(b) access to live advisory sessions, coaching, support, updates, revisions, enhancements, or newly created materials made available after the end of the Term; or
(c) access to any third-party software, tools, or content licensed by Advisor from third parties.

3.5 Restrictions

Company shall not copy, distribute, resell, sublicense, publicly display, or otherwise exploit the Advisor Materials except as expressly permitted under this Agreement.

3.6 Survival

The provisions of this Section 3 shall survive termination or expiration of this Agreement.

4. TERM; AUTOMATIC RENEWAL; PRICING

4.1 Initial Term

The term of this Agreement shall be as set forth in the applicable Order (the “Initial Term”).

4.2 Automatic Renewal

Unless otherwise stated in an applicable Order, upon expiration of the Initial Term, this Agreement and the applicable Order shall automatically renew for successive one (1) year renewal terms (each, a “Renewal Term”). Unless otherwise stated in a proposal.

4.3 Notice of Non-Renewal

Either Party may elect not to renew an Order by providing the other Party with at least thirty (30) days’ prior written notice prior to the end of the then-current Term. Notice of non-renewal must be delivered in writing via the Advisor Platform or by email to Advisor’s designated support contact.

4.4 Pricing Adjustments Upon Renewal

Fees for Renewal Terms are subject to potential annual increases. Advisor shall provide the Company with written notice of any proposed fee increase at least thirty (30) days prior to the applicable subscription renewal date, delivered via email to Company’s most recent billing or contact email address on file. Any proposed increase will be communicated and discussed with the Company in advance of renewal.

4.5 No Increase Without Timely Notice

If Advisor does not provide written notice of a fee increase in accordance with Section 4.4, the subscription shall renew at the fees in effect during the immediately preceding Term, and no fee increase shall apply for that Renewal Term.

4.6 Effect of Renewal

Upon renewal, the subscription shall renew on the then-current terms of this Agreement and the applicable Order, as may be updated pursuant to Section 13(G), and at the applicable renewal pricing in effect.

5. TERMINATION AND CANCELLATION

Advisor may cancel, suspend, or terminate Services or Advisor Platform access if Company fails to make payment when due or otherwise materially breaches this Agreement.

Upon termination due to Company’s breach or non-payment, all fees for Services already rendered or contractually committed shall become immediately due and payable. Termination shall not relieve Company of its payment obligations accrued prior to termination.

6. PAYMENT

Unless otherwise stated in an applicable Order, all fees and amounts payable under this Agreement are denominated in United States Dollars (USD). Payments are due monthly and are automatically drawn via credit card, ACH, direct deposit, or other approved payment method.

The company is responsible for maintaining accurate and current billing and contact information. Advisor reserves the right to suspend Services or Advisor Platform access for failed or declined payments until payment is successfully processed.

7. SESSION LOCATION AND SCHEDULING

All Services under this Agreement will be performed at an agreed-upon location or via video conferencing. Scheduled advisory sessions must be attended or shall be deemed forfeited without refund.

If Company provides at least seven (7) days’ prior written notice of the need to reschedule a session, or as much notice as reasonably possible in an emergency, Advisor may permit rescheduling in its discretion.

Video conferencing sessions may be recorded by Advisor for internal use in supporting the Company. The Company may opt out of recording at the beginning of any such session.

8. INDEPENDENT CONTRACTOR

This Agreement does not create an employer-employee, partnership, joint venture, or agency relationship between the Parties. The advisor is at all times acting as an independent contractor.

9. NO HIRING OF ADVISOR PERSONNEL

To the maximum extent permitted by law, Company agrees not to hire, solicit, or engage, directly or indirectly, any employee or contractor of Advisor for a period of two (2) years following termination of this Agreement.

The Parties acknowledge that actual damages would be difficult to determine and agree that Company shall pay liquidated damages of $300,000 USD per individual, which the Parties agree represents a reasonable pre-estimate of Advisor’s damages and is not a penalty.

10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Each Party shall maintain as confidential all non-public information obtained from the other Party in connection with this Agreement (“Confidential Information”). Advisor Materials constitute Confidential Information of Advisor.

Upon termination, each Party shall return or destroy the other Party’s confidential Information, except as otherwise permitted herein. Continued access to Advisor Materials pursuant to Section 3 shall not be deemed a breach of this Section 10.

11. COMMERCIAL ELECTRONIC MESSAGES

Company consents to receive commercial electronic messages related to the delivery of Services, platform access, updates, and related business communications. The Company may withdraw consent at any time in accordance with applicable anti-spam legislation.

12. NO LIABILITY AND INDEMNIFICATION

To the maximum extent permitted by law, the Advisor shall not be liable for indirect, incidental, consequential, special, or punitive damages arising out of this Agreement. Company agrees to defend, indemnify, and hold Advisor harmless from claims arising from Company’s actions, representations, or use of the Services.

13. MISCELLANEOUS

A. Benefit of Agreement. This Agreement is binding upon and ensures to the benefit of the Parties and their successors and permitted assignments.

B. Insolvency. Either Party may terminate immediately upon insolvency events of the other Party.

C. Promotional Rights. Advisor may list Company as a client unless Company opts out in writing to [email protected].

D. Governing Law. This Agreement is governed by the laws of the Province of British Columbia.

E. Assignment. The Advisor may assign this Agreement in connection with a merger, sale of assets, or corporate reorganization upon written notice to the Company..

F. Severability. Invalid provisions do not affect remaining provisions.

G. Modification. Terms may be updated prospectively; Orders remain governed by terms in effect at acceptance unless otherwise agreed.

H. Survival. Sections 3 through 13 survive termination.

I. Entire Agreement. This Agreement constitutes the entire agreement between the Parties.

J. Electronic Execution. Electronic acceptance and counterparts are binding.