The following “Affiliate Partner Terms & Conditions” (the “Agreement”) governs you, the “Affiliate Partner,” and your relationship with Event Temple Labs Inc. (and its subsidiaries) (“Event Temple”). This is a legal agreement between you and Event Temple Labs Inc. and incorporates the attached Schedules. By registering your participation in this program, you are accepting to be bound to the terms of this Agreement.

WHEREAS, the Affiliate Partner may from time to time refer potential customers to Event Temple for a referral share or a Partner Discount Offering applied to the referred customer’s subscription.

The parties agree to the following:

1. The Affiliate Partner shall be entitled to receive either:

1. a revenue share (“Commission”),
   or
   

2. an exclusive Partner Discount Offering (“Partner Discount”) applied to the referred customer’s subscription.
   

2. In order to remain eligible to the Affiliate Partner Program and benefits, the Partner must be in “good standing”; defined as:

1. performed its obligations under this Agreement in good faith and in accordance with all applicable law; and

2. remain Active in referring the Event Temple Service — “Active” being defined as referring one (1) new deal of Event Temple Service within the previous twelve (12) months.

If the Affiliate Partner does not remain in “good standing”, this Agreement will terminate in accordance with Section 12 of this Agreement.

For Affiliate Partners interested in developing their Event Temple expertise, providing services to Event Temple subscribers, and/or potentially co-selling with the Event Temple sales team, certification steps (product training, minimum referral targets, etc) are available to become an “Event Temple Certified Consultant” (the “Certified Consultant Program”). The requirements for becoming a member of the Certified Consultant Program (a “Certified Consultant”) and maintaining your status as a Certified Consultant, as well as the rights and responsibilities of a Certified Consultant, are set out in Schedule B.

3. The Affiliate Partner must register potential referrals (“Prospects”) via the Referral Registration Form provided by Event Temple, unless another process is agreed to in writing by the parties. Prospects shall be deemed eligible or ineligible for Commission or Partner Discount at the sole discretion of Event Temple. Prospects currently engaged with Event Temple within the past ninety (90) days are specifically excluded, unless determined eligible by Event Temple. In addition, the Affiliate Partner must deal at arms-length with any Prospect in order to be eligible for Commission or Partner Discount.

4. Event Temple shall use its best commercial efforts to ensure the Prospect subscribes to Event Temple Services. However, Event Temple makes no representation or guarantee that such Prospect will actually result in an agreement for the Event Temple Service (which is defined as the software products offered by Event Temple Labs Inc. and its subsidiaries) and shall not be liable for any Prospect that is referred by the Affiliate Partner to Event Temple but does not register for the Event Temple Service. Only those Prospects that Event Temple accepts and converts to an active sales engagement within twelve (12) months of registration, shall be eligible for Commission or Partner Discount. 

5. Event Temple shall pay Commissions quarterly on or before the last day of the following month, following the previous calendar quarter in which the revenue from a Referral is earned. Event Temple shall process the Commission by Wise Payments Canada Inc. The Affiliate Partner shall provide valid and up-to-date payment information. All Commission payments will be made in the currency it was earned unless otherwise agreed upon by the parties in advance.

6. Placement of advertisements are at the sole discretion and cost of the Affiliate Partner, and the Affiliate Partner shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by Event Temple unless authorized in writing by Event Temple to do so.

7. The Affiliate Partner may make use of the Event Temple trademarks for the sole purpose of promoting the company’s goods or services. Any such use shall be in accordance with Event Temple’s trademark policies. It is expressly understood that this Agreement does not grant the Affiliate Partner any interest in the Event Temple trademarks or any other intellectual property rights.

8. The relationship between the parties shall at all times be that of an independent contractor. No employment or joint venture relationship is formed by this Agreement and at no time may the Affiliate Partner position itself except as an independent third party of Event Temple. In view of this independent relationship, the Affiliate Partner shall not enter into any agreements on behalf of Event Temple, shall make no warranty either expressed or implied on behalf of Event Temple, and shall not incur any expenses on behalf of Event Temple.

9. This Agreement does not grant exclusive rights to the Affiliate Partner to act as referrer on behalf of Event Temple and the Affiliate Partner shall have no rights under any other agreements entered into by Event Temple with other Affiliate Partners or any third parties.

10. Pursuant to this Agreement, the Affiliate Partner may receive or have access to certain information (whether oral or written) belonging to, and provided by, Event Temple and including without limitation: the terms and conditions of this Agreement and Event Temple’s methods of operation, products, services, various financial data nor that of prospective or existing Event Temple customers. Without regard to whether said information would be deemed the trade secrets of, or confidential or otherwise important to, Event Temple under applicable law, the Affiliate Partner acknowledges that this information shall conclusively be deemed confidential (collectively, “Confidential Information”). The Affiliate Partner agrees not to disclose any Confidential Information to any third party.

11. Either party may terminate this Agreement at any time by giving the other party thirty (30) days prior written notice. Upon termination by either party, all final outstanding Commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described in Section 5 of this Agreement.

12. Notwithstanding Section 11, Event Temple reserves the right to terminate this Agreement immediately without cause, at its discretion. Upon termination all final outstanding commissions due to the Affiliate Partner at that time shall be settled in full within the usual payment sequence described in Section 5 of this Agreement.

13. The Affiliate Partner shall indemnify, defend, and hold Event Temple (and any other Event Temple Affiliate) harmless against any and all claims of whatsoever nature arising from Affiliate Partner’s misrepresentation, default, misconduct, failure to perform or any other act or omission related to this Agreement.

14. Event Temple reserves the right to unilaterally amend this Agreement. In the event of material changes to this Agreement, Event Temple will provide reasonable notice to the Affiliate Partner, by email, or by other reasonable means, of these changes prior to their enactment.

15. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. In addition, you hereby irrevocably attorn to the jurisdiction of the courts in the Province of British Columbia with respect to any and all issues arising from this Agreement.

16. This Agreement constitutes the whole agreement between the parties and shall supersede any prior agreements, discussions, commitments, representations, or agreements, written or oral, between the parties hereto.

SCHEDULE A

The election between Commission and Partner Discount shall be made by the Affiliate Partner prior to the commencement of the Agreement and calculated as such.

Commission Payable to the Affiliate Partner

The Commission will be calculated on the Annual recurring revenue (“ARR”) (as defined below) earned by Event Temple from each Referral of the Affiliate Partner.

ARR is defined as the subscription fee received by Event Temple for the Event Temple Services in a calendar year, net of discount, implementation fees, tax rates, and billing period extensions. 

For each new property signed onto Event Temple as a result of your referral, the Affiliate Partner will receive 10% of the property’s first year’s ARR subscription value, paid in the sequence described in Section 5.

Partner Discount applied to Customer Subscription

The Partner Discount will be calculated on the Annual recurring revenue (“ARR”) (as defined below) earned by Event Temple from each Referral of the Affiliate Partner.

ARR is defined as the subscription fee received by Event Temple for the Event Temple Services in a calendar year, net of implementation fees, tax rates, and billing period extensions. 

For each new property signed onto Event Temple as a result of your referral, the Customer will receive a 10% discount off their subscription fee.

Stipulations, unless determined eligible by Event Temple, are as follows:

• Only new Event Temple customers are eligible to become Referrals.

• Only those Prospects that Event Temple accepts and that convert to an active sales engagement within twelve (12) months of registration, shall be eligible for Commission. 

• Prospects that are currently in active negotiations with the Event Temple Sales Team are not eligible to become Referrals.

• The Affiliate Partner must submit proof of engagement with Prospect prior to initial subscription to the Event Temple Services via the Referral Registration Form. 

SCHEDULE B

1. The requirements for obtaining Certified Consultant status (the “Requirements”) are as follows. The Certified Consultant must:

1. meet the Affiliate Partner requirements as set out in Section 2 of this Agreement;

2. receive an invitation and application to become certified, 

3. complete the certification requirements and training as specified by Event Temple. The Requirements must be completed to the satisfaction of Event Temple at its sole discretion.

2. Subject to satisfactory completion of the Requirements, the Certified Consultant shall have the right to refer to themselves as an “Event Temple Certified Consultant”.

3. The Certified Consultant’s responsibilities are as follows. The Certified Consultant must:

1. ensure that materials posted on the Certified Consultant’s Internet website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and are not libelous or otherwise illegal exclusive of those materials provided to Certified Consultant by Event Temple;

2. ensure that the Certified Consultant’s Internet website accurately and adequately discloses, either through a privacy policy or otherwise, how the Certified Consultant collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers;

3. refrain from disparaging or criticizing Event Temple in any way;

4. refrain from promoting or advertising other, or unrelated, products or services on Event Temple’s private customer forums; and

5. perform its obligations under this Agreement in good faith and in accordance with all applicable law.

4. Event Temple has the right to remove a Certified Consultant from the Certified Consultant Program at its discretion and for any reason. In the event a Certified Consultant is removed from the Certified Consultant Program by Event Temple, they will no longer be able to refer to themselves as a “Event Temple Certified Consultant” and must immediately cease use of Event Temple trademarks pursuant to Section 7 of this Agreement. Further, Event Temple may remove access of a Certified Consultant to Event Temple’s private customer forums at its discretion and for any reason.

I have read and accept the Event Temple Affiliate Partner Terms & Conditions.