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”), 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 combined with the Order (collectively the “Agreement”) are deemed effective, upon the Advisor emailing a copy of the executed Order and Terms & Conditions to the Company (the “Effective Date”).

1. SCOPE OF SERVICES – Advisor may provide business advising services such as training, coaching, fractional implementation, and advising for the purpose of helping the Company grow their business as described in the Order (the “Services”). The Parties recognize that although the Company may have contracted with Advisor for a specific business goal the Advisor does not guarantee the achievement of any particular business goal. In connection with the Services or on a stand-alone basis, Advisor may also provide training materials and content on the Advisor’s proprietary online platform (“Advisor Platform”), or in written, audio or video-format (collectively “Advisor Materials”).

‎‎

2. ADVISOR PLATFORM – Each subscription to the Services includes access to the Advisor Platform. Company’s access to and use of the Advisor Platform is governed by the Advisor Platform Terms of Use available at [ALTARIS PLATFORM URL] (the “Platform Terms”). Advisor reserves all rights in and to the Advisor Platform not expressly granted to Company.

3. ADVISOR MATERIALS – Advisor hereby grants to Company during the Term, a limited, revocable, non-exclusive, non-sublicensable right to access and use the Advisor Materials for its own internal business purposes in strict compliance with this Agreement. Advisor Materials remain the protected intellectual property of Advisor.

‎‎

4. TERM – The term of the Agreement shall be set forth in the applicable Order (“Initial Term”). Orders renew automatically unless notice of non-renewal is provided in accordance with this Agreement.

‎‎

5. TERMINATION AND CANCELLATION – Advisor may cancel or suspend Services or platform access if Company fails to make payment or breaches this Agreement. Termination requests must be submitted via the Advisor Platform or by contacting [ALTARIS SUPPORT EMAIL]. Upon termination, all remaining fees become immediately due.

‎‎

6. PAYMENT – Payments are due monthly and automatically drawn via credit card, direct deposit or ACH. Fees are due upon receipt. Company is responsible for providing accurate billing information.

‎‎

7. SESSION LOCATION AND SCHEDULING — All Services by Advisor under this Agreement will be performed at an agreed upon location or by video conferencing. Scheduled advisory sessions with Advisor must be attended or will be deemed forfeited. If Company provides at least seven (7) days prior written notice of the need to reschedule a session, or as much notice as is possible in an emergency, Advisor may provide an exception and permit the session to be rescheduled. Video conferencing sessions may be recorded, and such recordings may be used by the Advisor to support the Company. The Company may opt-out of such recordings at the beginning of any such video-conferencing session.

‎‎

8. INDEPENDENT CONTRACTOR – This Agreement shall not constitute an employer-employee relationship between Advisor and Company. It is the intention of the Parties that the Advisor shall be at all times an independent contractor of the Company and will not have authority to act as an agent of the Company.

9. NO HIRING OF ADVISORS – To the maximum extent permitted by law, the Company agrees not to hire, or to cause any third party to hire, any employee or contractor of the Advisor for a period of two (2) years from the termination date. The Parties recognize that (i) Advisor’s reputation depends on retaining quality, talented employees and contractors; (ii) the loss of any employee or contractor may adversely affect projects the Advisor has contracted for; and (iii) the losses to Advisor’s business and reputation will be large. Consequently, the Parties agree that if Company breaches this section by hiring an employee or contractor of Advisor, actual damages may be difficult to prove, and the Parties agree that the Company shall pay to Advisor, as liquidated damages and not as a penalty, $300,000.00 USD per employee or contractor so hired, which amount the Parties agree is a genuine and reasonable pre-estimate of the damages Advisor will suffer and is not a penalty under the circumstances. In the event that Company has made Advisor’s services available to any third party, such third party shall be deemed to be Company for purposes of this section and any hiring of an Advisor employee or contractor by such third party shall be deemed to be hiring of such employee directly by Company.

‎‎

10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – Both Parties shall maintain as secret and confidential all information heretofore or hereafter acquired, developed, or used by each other in relation to their respective businesses (all such information, other than the specific exceptions described below in this Section, is hereinafter referred to as “Confidential Information”). Confidential Information of Advisor includes the Advisor Materials. The Parties recognize that, by performing the services under this Agreement, one Party may acquire Confidential Information of the other Party. All such Confidential Information is the property of the owning Party, and the Parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the other Party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other Party in its possession. The restrictions set forth in this Section shall not apply to any part of the Confidential Information which: (i) is, at the time it is received, a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; or (ii) was in the lawful possession of the recipient prior to its disclosure and was not then subject to any obligation of confidence under this Agreement.

‎‎

11. USE OF COMMERCIAL ELECTRONIC MESSAGES FOR DELIVERY – Company gives consent to Advisor for Company to receive Commercial Electronic Messages (CEMs) such as emails for delivery of services. Additionally, Company gives consent to Advisor for Company to receive CEMs to keep Company apprised of developments and changes in business related matters, such as newsletters and other information or interest, as well as to invite Company to Advisor events. Please unsubscribe from Advisor emails to withdraw consent to receive CEMs.

‎‎

12. NO LIABILITY AND INDEMNIFICATION – In the absence of willful misconduct on the part of Advisor, the Advisor (and its officers, directors, employees, stockholders or creditors) shall not be liable to the Company (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of the Services or access to the Advisor Platform or Advisor Materials, or the provision of any other advice, assistance or consulting services under this Agreement. Further, the Company agrees to and shall defend, indemnify, and hold the Advisor harmless from and against any and all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from any activities pursuant to or in connection with this Agreement, including without limitation, as described in the first sentence of this Section 12. For the sake of clarification, this indemnification shall include claims for indirect, incidental, consequential, special, or punitive damages and lost profits. The acts and statements made by a Party to any third parties are the sole responsibility of such Party who shall indemnify the other Party therefor under the terms of Section 12 with respect to all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from such acts, statements, and representations.

‎‎

13. MISCELLANEOUS

A. Benefit of Agreement – This Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective legal representatives, administrators, executors, successors, subsidiaries, and affiliates.

B. Insolvency – Either Party may declare this Agreement immediately terminated upon the occurrence of any of the following events: (i) the other Party becomes insolvent, makes an assignment for the benefit of its creditors, or has a receiver appointed over it or its assets; (ii) if bankruptcy or insolvency proceedings are commenced against the other Party; or (iv) if the other Party is liquidated, dissolved, or ceases operations.

C. Promotional Rights – Advisor may list the Company as one of its clients on its webpage or in any other marketing materials. Company may opt out of this by emailing dawn@altarisgrowth,com

D. Governing Law – this Agreement shall be governed by the laws of the Province of British Columbia, without any application of the principles of conflicts of laws. Any dispute regarding this Agreement shall be resolved in the provincial Court of British Columbia. The prevailing Party to such litigation, as determined by the court, shall

be entitled to recoup their attorneys’ fees and court costs from the non-prevailing Party on a full indemnity basis.

E. Assignment – Neither Party may assign this Agreement without the written permission of the other Party.

F. Severability – In the event of the invalidity or unenforceability of any provision of this Agreement, such invalidity shall not affect the validity of the other provisions hereof.

G. Modification – These Terms may be updated from time to time. Notwithstanding any such update, the terms in place as of the date of an applicable Order shall continue to govern the provision of Services under the applicable Order unless otherwise agreed by the parties in writing.

H. Continuing Effect – Sections 4 through 13 shall survive termination of the Agreement for an indefinite period.

I. Entire Agreement – These Terms & Conditions together with the Order, constitute the entire agreement between the Parties and no promises, guarantees or inducements have been made regarding the provision of any services, other than as contained in these Terms & Conditions and the Order.