Alori Partner Agreement

Last updated: October 30, 2026

Version française : Entente de partenariat

Parties and purpose

This Partner Agreement (the "Agreement") is between:

• Alori Inc., a Canadian corporation registered in Québec, with its head office at 7900 Taschereau Blvd, Suite A201, Brossard, Québec J4X 1C2, Canada ("Alori"); and
• the business that accepts this Agreement through its Alori account ("Partner").

It starts when Partner accepts it (the "Effective Date").

Partner resells Alori to its own clients. Each client pays Alori's price plus Partner's markup. Alori provides the Service, bills the client and pays Partner the markup. Alori stays the provider of the Service and keeps a direct relationship with every client.

1. Definitions

Capitalized words in this Agreement have these meanings:

• "Alori IP": the intellectual property described in Section 7.1.
• "Alori Parties": Alori, its affiliates, and their shareholders, directors, officers, employees, contractors and agents.
• "Alori Price": the price Alori charges for a plan, credits or any other paid part of the Service, as shown on Alori's pricing page or in the product, before Partner's Markup and taxes.
• "Alori Terms": Alori's Terms of Service, Privacy Policy and the other policies Alori publishes for its customers, as Alori updates them.
• "Applicable Law": every law and regulation that applies to a party's activities under this Agreement, including privacy, anti-spam, consumer protection, competition, tax, anti-corruption, sanctions and export laws.
• "Business Day": a day other than a Saturday, a Sunday or a statutory holiday in Québec.
• "Client": a business account linked to Partner in Alori (a client account), as described in Section 4.7.
• "Competing Product": software or a service that does substantially the same job as the Service, such as a CRM, field service, quoting, scheduling, invoicing or AI app-building product for businesses.
• "Confidential Information": the information described in Section 8.
• "Marks": Alori's names, logos, trademarks, trade names and domain names.
• "Markup": the percentage Partner adds to the Alori Price for its Clients, set in Partner's agency settings.
• "Partner Account": Partner's Alori account with agency mode turned on, including its agency pages (Overview, Clients, Payouts and Settings) and the team members who use it.
• "Partner Services": the services Partner provides itself, such as setup, app building, data migration, training, support and consulting.
• "Partner Share": the part of each Client payment that corresponds to the Markup, calculated under Section 5.4.
• "Program": the Alori partner program described in this Agreement.
• "Program Terms": Schedule A, as Alori updates it under Section 17.
• "Service": Alori's platform and the apps it builds, hosts and runs, including plans, credits, agency features and White Label, as Alori offers them from time to time.
• "White Label": the features that show Partner's name, logo and domain to its Clients in place of Alori's.

2. Appointment

2.1 Appointment. Alori appoints Partner as a non-exclusive partner to market and resell the Service to businesses through the Partner Account, on the terms of this Agreement.

2.2 No exclusivity. Partner gets no exclusive territory, industry, lead or customer. Alori may sell the Service directly or through other partners, anywhere, including to businesses Partner is talking to. Only Section 4.7 decides which accounts are Partner's Clients.

2.3 Alori's discretion. Alori may accept or refuse any partner, partner level, directory listing or Client account, at its sole discretion.

2.4 No sub-resellers. Partner may not appoint sub-resellers, sub-agents or affiliates to market or resell the Service without Alori's prior written consent.

2.5 Relationship. Partner pays no fee to join the Program. Nothing in this Agreement creates a franchise, agency, partnership, joint venture or employment relationship. Partner has no authority to bind Alori or to make any promise in Alori's name.

2.6 Partner directory. Alori may list Partner in its partner directory, and change or remove the listing at any time. Partner confirms that the information it provides for its profile is accurate, and allows Alori to publish it.

3. How Partner sells

3.1 Partner Account. Partner keeps its account information accurate and its sign-in details secure. Partner is responsible for everything done through the Partner Account, including by its team members. Partner gives access only to its own employees and contractors bound by confidentiality duties at least as strict as Section 8.

3.2 Honest selling. Partner describes the Service accurately, using Alori's current published materials. Partner makes no promise about features, availability, roadmap, prices, security, results or legal compliance beyond what Alori publishes. Partner never uses misleading, deceptive or high-pressure sales practices.

3.3 Prices to Clients. Clients pay for the Service only through Alori's billing, at the Alori Price plus the Markup. Partner does not collect payment for the Service itself or charge Clients a separate fee for it. Partner offers no rebates or side deals that change what Clients pay for it.

3.4 Partner Services. Partner may sell its own Partner Services and bill them directly to Clients. Partner Services are Partner's sole responsibility, and Partner presents them as its own, never as Alori's. Alori has no obligation or liability for them.

3.5 Working in Client accounts. Partner works in a Client account only with that Client's authorization, only to serve that Client, and within the Alori Terms. Credits used while Partner works in a Client account come from that account; Partner needs the Client's approval to use them, and Alori does not refund them. Alori logs this access and may suspend it at any time to protect a Client, the Service or Alori.

3.6 Copying apps. Partner copies an app to a new Client only when it has the right to reuse what it copies. Partner is responsible for anything a copy carries from one account to another, such as templates, price lists or Help center content.

3.7 First-line support. Partner gives its Clients first-line support while Client support is set to Partner, which is the default. Partner answers Clients within one Business Day. Partner escalates to Alori only problems with the Service it cannot solve, with the details Alori needs.

3.8 Partner's domain. If Partner connects its own domain, Partner keeps the domain registered and its DNS records correct. If the domain lapses or stops working, Alori may move Clients back to Alori's addresses. Partner is responsible for any disruption its domain causes.

3.9 Training. Partner keeps its knowledge of the Service current, using Alori's partner playbook and any training Alori reasonably requires.

3.10 Insurance. Partner maintains commercial general liability and professional liability (errors and omissions) insurance in amounts customary for its business. Partner shows proof of it when Alori asks.

4. Clients

4.1 Clients are Alori's customers. Each Client receives the Service from Alori under the Alori Terms. This stays true when White Label is on and the Client sees only Partner's brand.

4.2 Client agreements. Before a Client uses the Service, Partner makes sure the Client accepts the Alori Terms. When White Label is on, Partner's own contract with the Client includes the Alori Terms or requires the Client to accept them. Partner is responsible for any loss Alori suffers because a Client did not accept them.

4.3 No promises in Alori's name. No contract between Partner and a Client may conflict with the Alori Terms. Partner makes no commitment in Alori's name, such as a service level, warranty, refund, credit or data location.

4.4 Alori's control of accounts. Alori may approve, refuse, suspend or close any Client account under the Alori Terms, including for non-payment, misuse or legal risk. No Partner Share is owed on amounts Alori does not receive.

4.5 Direct contact. Alori may contact any Client directly about the Service, including for billing, security, legal, product and support matters. Alori makes reasonable efforts to respect White Label in routine messages.

4.6 The Client's choice. A Client may stop Partner's access to its account at any time, and continue with Alori directly or with another partner. Its link to Partner, and the Partner Share on its later payments, then end. Partner never withholds a Client's data, access, credentials or domain to keep the Client.

4.7 Which accounts are Clients. An account is Partner's Client only if (a) Partner created it from its agency pages, (b) it signed up as a brand-new account through Partner's sign-up link, or (c) Alori linked it to Partner in writing. Alori's records decide which accounts are Clients. Alori settles any conflict, such as two partners claiming the same business or a business that is already an Alori customer, at its sole discretion.

4.8 Client data. Each Client owns its account and its data, as the Alori Terms provide. Partner has no right to a Client's data except to serve that Client with its authorization. Partner uses what Alori shows it about Clients, such as plans, payments and status, only for the Program.

4.9 Releasing a Client. Partner may release a Client from its agency pages. A released Client stays an Alori customer at the Alori Price, and Partner earns no Partner Share on its payments after the release.

5. Prices, Partner Share and payment

5.1 Alori Price. Alori sets the Alori Price and may change it at any time, as the Alori Terms allow. The Markup applies on top of the Alori Price in force.

5.2 Markup. Partner sets its Markup in its agency settings, within any limits in the Program Terms. A change applies to credit purchases right away and to each Client's plan from its next renewal. Before raising its Markup, Partner gives affected Clients at least 30 days' notice, or any longer notice Applicable Law requires.

5.3 Billing and collection. Alori bills and collects every payment for the Service, including the Markup, through its payment processor. Alori decides payment methods, billing cycles, collection efforts, refunds, credits and write-offs under the Alori Terms. Alori has no duty to pursue a Client that does not pay.

5.4 Partner Share. For each payment Alori receives from a Client for the Service, Partner earns the part that corresponds to the Markup: amount paid before taxes × Markup ÷ (1 + Markup). For example, with a $500 Alori Price and a 20% Markup, the Client pays $600 and the Partner Share is $100.

5.5 When no Partner Share is earned. Partner earns no Partner Share on:

• taxes;
• amounts Alori does not actually receive;
• payments made before an account became Partner's Client, or after it stopped being one;
• payments made after this Agreement ends;
• accounts obtained through fraud, spam, misrepresentation or a breach of this Agreement.

5.6 Refunds and disputes. If Alori refunds a payment, or a Client disputes it or charges it back, Alori takes back the Partner Share of the returned amount. Alori never takes back more than Partner earned on that payment. Alori takes it from Partner's balance or from future Partner Share.

5.7 Payouts. Alori pays Partner's balance to the payout account Partner adds in its agency pages, under the payment processor's terms. Payouts follow the minimum, schedule, currency and exchange rate in the Program Terms. Partner bears exchange differences and its own bank fees.

5.8 Holds and set-off. Alori may hold or set off any Partner Share to recover refunds, disputes or other amounts Partner owes Alori. Alori may also hold it while it investigates suspected fraud, abuse or breach, or until Partner gives valid payout and tax information. If Partner's balance is negative, Alori deducts it from future Partner Share, or Partner pays it within 30 days of Alori's request.

5.9 Taxes. Partner Share includes any sales taxes that apply to it, such as GST, HST or QST. Partner is responsible for all taxes on what it earns and gives Alori the tax information it requests. Alori may deduct any tax the law requires it to withhold.

5.10 Records. Partner's agency pages show its earnings, refunds and payouts, and serve as its statement. Alori's records are presumed correct. Partner reports any error within 60 days after it appears, and Alori fixes confirmed errors in a later payout.

5.11 No other payment. The Partner Share is Partner's only compensation under this Agreement. Partner pays all its own costs of taking part in the Program, such as marketing, staff, tools and travel. Partner pays the Alori Price for its own use of the Service, unless the Program Terms say otherwise.

6. Brand and marketing

6.1 License to the Marks. While this Agreement is in force, Alori grants Partner a non-exclusive, non-transferable, revocable and royalty-free license to use the Marks only to market the Service. Partner follows Alori's brand guidelines and instructions.

6.2 Review. Alori may ask to review any material that uses the Marks or describes the Service. Partner changes or stops using any material within 5 Business Days of Alori's request.

6.3 What Partner must not do. Partner must not:

• register or use a business name, trademark, domain name, social media handle, app name or ad account that contains "Alori" or anything confusingly similar;
• bid on "Alori" or similar terms in search or social ads, or use them in ad text or display URLs, without Alori's written permission;
• present itself as Alori, or claim a closer relationship with Alori than this Agreement creates;
• change the Marks, or combine them with other names or logos;
• use the Marks in a way that could harm Alori's reputation.

6.4 How Partner describes itself. Partner may call itself an "Alori Partner", or use the partner level Alori gives it, only while this Agreement is in force.

6.5 Partner's brand. When Partner uses White Label, its name, logo and domain replace Alori's for its Clients. Partner grants Alori a non-exclusive, royalty-free license to use Partner's name, logo and domain for White Label, in Alori's partner directory and to name Partner as a partner. Partner confirms it has the right to use them and remains responsible for them.

6.6 Publicity. Alori may name Partner and show its logo as an Alori partner in its marketing. Partner makes no press release or public announcement about Alori without Alori's prior written approval.

6.7 Goodwill. All use of the Marks benefits Alori. Partner gains no right in the Marks beyond the license in Section 6.1.

7. Intellectual property

7.1 Alori owns the Alori IP. Alori and its licensors own the Service and all intellectual property in it (the "Alori IP"). The Alori IP includes Alori's platform, software and source code, app template, modules, templates, AI instructions, tool catalog, APIs, MCP server, designs, documentation, partner playbook, Marks, know-how and trade secrets. It also includes every improvement, adaptation or derivative of them, whoever makes it.

7.2 Content. Partner's content, and the code generated for Partner's and Clients' apps, belong to their owners as the Alori Terms provide. The Alori IP inside them stays Alori's, such as the app template, modules and the parts of apps Alori manages. Partner gives Alori the rights the Alori Terms describe to host, copy, process and display content to run the Service and the Program.

7.3 Assignment of improvements. Partner assigns to Alori all rights in any improvement, adaptation or derivative of the Alori IP that Partner or its personnel create, as soon as it is created. This excludes content that Section 7.2 leaves to its owner. Partner waives its moral rights in what it assigns, to the extent the law allows, and signs any document Alori reasonably needs to confirm the assignment.

7.4 Limited license. While this Agreement is in force, Partner may use the Service and Alori's partner materials only to take part in the Program, under this Agreement and the Alori Terms. Alori grants no other right, whether by implication, estoppel or otherwise.

7.5 Restrictions. Partner must not, and must not help anyone else to:

• copy, modify, reverse engineer, decompile or disassemble the Service, except where the law allows it despite this restriction;
• copy, host or run any part of the Alori IP outside the Service, including the app template, modules and the parts of apps Alori manages;
• extract or copy Alori's AI instructions, tool catalog, templates or other non-public parts of the Service;
• use the Service, its output or Alori's Confidential Information to build or improve a Competing Product, or to train an AI model that offers features like the Service's;
• scrape the Service, or access it by automated means other than Alori's documented API and MCP server;
• test or bypass security, usage limits, credit limits or billing without Alori's written permission;
• remove or hide Alori's ownership notices, except where White Label does so;
• resell, sublicense or rent the Service outside the Program.

7.6 No challenge. Partner will not challenge, or help anyone challenge, Alori's ownership of the Alori IP or the validity of the Marks. Partner will not apply for any patent, trademark, design or domain name based on the Alori IP. If Partner obtains any right in the Alori IP, including a domain name or handle that breaches Section 6.3, it transfers that right to Alori at no cost on request.

7.7 Infringement. Partner tells Alori promptly if it learns of any infringement or misuse of the Alori IP. Alori decides whether and how to act, and Partner helps at Alori's reasonable request and cost.

7.8 Feedback. Partner assigns to Alori all rights in any feedback, idea or suggestion it shares about the Service. Where an assignment is not possible, Partner grants Alori a perpetual, irrevocable, worldwide and royalty-free license to use it for any purpose, with no duty to pay or credit Partner. Partner waives its moral rights in it, to the extent the law allows.

7.9 Contributions. Partner may give Alori templates, apps, guides, case studies or other material for Alori's templates, directory, playbook or marketing ("Contributions"). Partner grants Alori a perpetual, irrevocable, worldwide, royalty-free and sublicensable license to use, copy, change, distribute and display Contributions. Partner confirms it has the right to grant this license, and waives its moral rights in Contributions to the extent the law allows.

7.10 Partner's personnel. Partner makes sure everyone who works on the Program for it is bound in writing by terms that let Partner meet this Section 7, including assignments and moral rights waivers.

7.11 Independent development. Alori may build, buy or offer products, templates and services like Partner's, and work with other partners, without any duty to Partner. This does not allow Alori to use Partner's Confidential Information in breach of Section 8.

8. Confidentiality

8.1 What it covers. Confidential Information is any non-public information one party shares with the other, or that Partner sees through the Program, that a reasonable person would treat as confidential. Alori's Confidential Information includes source code, AI instructions, unreleased features, roadmaps, non-public prices and Program terms, Client information, security details and business plans.

8.2 What it does not cover. Information is not confidential if it is or becomes public through no fault of the receiving party, was already known to it, is developed independently, or is lawfully received from someone else without a duty of confidentiality.

8.3 Protection. The receiving party uses Confidential Information only for the Program and protects it with at least reasonable care. It shares it only with employees and contractors who need it for the Program and are bound by duties at least as strict, and it is responsible for them.

8.4 Disclosure required by law. A party may disclose Confidential Information when the law requires it. It gives the other party prior notice where the law allows, and discloses only what is required.

8.5 Duration. These duties last while this Agreement is in force and for 5 years after it ends. Trade secrets and personal information stay protected for as long as they remain trade secrets or personal information.

8.6 Return or destruction. When this Agreement ends, or when the disclosing party asks, the receiving party returns or destroys the other's Confidential Information, except copies the law requires it to keep.

8.7 Information about prospects and Clients. Alori may use any information Partner shares about prospects, Clients and opportunities to run the Program, serve Clients and improve the Service. Alori may use aggregated or de-identified data about the Program for any purpose.

9. Privacy, security and anti-spam

9.1 Privacy laws. Each party complies with the privacy laws that apply to it, including PIPEDA, Québec's Act respecting the protection of personal information in the private sector, and Canada's Anti-Spam Legislation (CASL).

9.2 Client data. Each Client is in charge of the personal information in its account, and Alori processes it on the Client's behalf under the Alori Terms. When Partner accesses that information, Partner acts for the Client, under a written agreement with the Client that meets Applicable Law. Alori is not responsible for how Partner handles it.

9.3 Security. Partner protects its access to the Service with strong, unique passwords and two-step verification where available. Partner never shares sign-in details between people, and removes access for anyone who no longer needs it.

9.4 Incidents. Partner tells Alori within 24 hours after learning of any actual or suspected unauthorized access to the Partner Account, a Client account or Client data in Partner's care. Partner cooperates with Alori's investigation and any required notices, and bears the costs of incidents it causes.

9.5 Leads Partner shares. Partner confirms it has the right, and any consent required, to share the personal information it gives Alori about prospects and Clients. Alori may use it to run the Program and to contact those people about the Service, as Applicable Law allows.

9.6 Marketing messages. Partner is solely responsible for the emails, texts and calls it sends to promote the Service or Partner Services. For each of them, Partner:

• has the consent Applicable Law requires;
• identifies itself as the sender and includes a working way to unsubscribe;
• never makes them look like they come from Alori;
• never uses purchased or harvested contact lists;
• keeps proof of consent and shows it to Alori on request.

10. Compliance

10.1 Laws. Partner complies with Applicable Law in its business and in everything it does under this Agreement.

10.2 Anti-bribery. Partner never offers, pays or accepts a bribe, kickback or other improper payment to win or keep business involving the Service. This includes payments to public officials and to Clients' employees.

10.3 Sanctions and export. Partner confirms it is not a sanctioned person and is not owned or controlled by one. Partner does not market the Service to sanctioned persons, or in places under comprehensive Canadian or US sanctions.

10.4 Records and audits. Partner keeps accurate records of its Program activity, including Client authorizations, Client contracts and marketing consents, for 3 years after this Agreement ends. On 10 Business Days' notice, Alori may review those records, at most once a year unless it suspects a breach. Partner pays the cost of a review that finds a material breach.

10.5 Practices Alori asks Partner to stop. Alori may ask Partner to stop any practice that Alori reasonably believes harms Clients, the Service or Alori's reputation. Partner stops it within 5 Business Days, or right away if Alori says it is urgent.

11. Non-solicitation

11.1 Clients. While this Agreement is in force and for 12 months after it ends, Partner will not solicit, encourage or induce any Client to cancel or reduce its use of the Service, or to move to a Competing Product. This covers every account that was Partner's Client during the last 12 months of this Agreement. Partner may keep providing Partner Services to those businesses.

11.2 Alori's people. While this Agreement is in force and for 12 months after it ends, Partner will not solicit any Alori employee or contractor it worked with under the Program to leave Alori. General job ads not aimed at Alori's people are allowed.

11.3 Reasonable limits. Partner agrees these limits are reasonable and necessary to protect Alori's Client relationships and Confidential Information. If a court finds a limit too broad, the parties want it applied to the greatest extent the law allows.

12. Promises and disclaimers

12.1 Partner's promises. Partner promises that:

• it is validly organized and has the authority to sign and perform this Agreement, and the person signing for it is authorized;
• the information it gives Alori is accurate and complete;
• it holds every license and permit its business requires;
• its brand, content, Contributions and Partner Services do not infringe anyone's rights;
• no other agreement prevents it from performing this Agreement.

12.2 Alori's disclaimer. The Service is provided to Clients under the Alori Terms, and to Partner "as is" and "as available". To the extent the law allows, no Alori Party makes any promise to Partner about the Service, the Program, leads, Client results or how much Partner will earn. The Alori Parties disclaim all other warranties, whether express, implied or legal, including merchantability, fitness for a particular purpose and non-infringement.

12.3 Partner's promises to Clients. Any promise Partner makes to a Client beyond the Alori Terms is Partner's alone, and Partner is fully responsible for it.

12.4 AI output. The Service uses AI models whose output can be wrong or incomplete. Partner reviews the apps, content and data it delivers to Clients, and is responsible for what it delivers.

13. Indemnity

13.1 What Partner covers. Partner will defend the Alori Parties against any claim related to the items below. Partner will indemnify them for all resulting losses, damages, fines, penalties, costs and reasonable legal fees.

• a breach of this Agreement or Applicable Law by Partner or its personnel;
• Partner's statements or promises to Clients or prospects;
• Partner Services, or any agreement between Partner and a Client;
• Partner's marketing, including messages sent in breach of Section 9.6;
• Partner's brand, content or Contributions;
• Partner's access to or handling of Client accounts or Client data;
• taxes Partner owes.

13.2 How claims are handled. Alori tells Partner about a claim promptly; a delay reduces Partner's duty only to the extent it harms Partner's defence. Alori may control the defence with lawyers of its choice at Partner's cost, or let Partner control it. Partner settles no claim that binds an Alori Party or admits fault for one without Alori's written consent.

14. Limitation of liability

14.1 No indirect damages. To the extent the law allows, no Alori Party is liable to Partner for indirect, incidental, special, consequential or punitive damages. Nor is any Alori Party liable for lost profits, revenue, goodwill, data, business opportunities or Partner Share that Partner expected to earn.

14.2 What Alori is not responsible for. To the extent the law allows, no Alori Party is responsible for Clients' acts, payments or disputes with Partner, for Partner Services, for AI output, or for services run by third parties such as payment, hosting, AI and telecom providers.

14.3 Cap. To the extent the law allows, the total liability of all Alori Parties together, for all claims arising from or related to this Agreement or the Program, is limited to the Partner Share Alori paid Partner in the 6 months before the event that gave rise to the claim.

14.4 No personal liability. Partner may bring claims about this Agreement or the Program only against Alori Inc. No shareholder, director, officer, employee, contractor or agent of Alori is personally liable to Partner for them. Partner releases them from any such liability to the extent the law allows, and each of them may rely on this Section.

14.5 Exceptions. Section 14.3 does not limit Alori's duty to pay Partner Share that is earned and payable under Section 5. Nothing in this Agreement limits liability that the law does not allow to be limited, such as liability for intentional or gross fault.

14.6 Notice before a claim. Before starting a legal proceeding against an Alori Party, Partner gives Alori written notice of the claim and 30 days to resolve it, unless the delay would make the claim time-barred.

14.7 Partner's liability. The limits in this Section 14 protect the Alori Parties only. This Agreement does not limit Partner's liability.

15. Term and termination

15.1 Term. This Agreement starts on the Effective Date and lasts 12 months. It then renews automatically for 12-month periods until either party ends it under this Section 15.

15.2 Ending for convenience. Either party may end this Agreement at any time, for any reason, with 30 days' written notice.

15.3 Alori may end it right away. Alori may end this Agreement immediately by written notice if:

• Partner breaches this Agreement and does not fix the breach within 10 days of Alori's notice;
• Partner breaches Section 3.2, 6, 7, 8, 9, 10 or 11, whether or not the breach can be fixed;
• Partner commits fraud, misleads Clients, or acts in a way that may harm Clients or Alori's reputation;
• Partner becomes insolvent, goes bankrupt, makes an assignment for the benefit of its creditors or stops doing business;
• Partner's control changes, or Partner joins or controls a business that makes a Competing Product;
• Partner has no paying Client for 6 months in a row;
• the law or Alori's payment processor requires it.

15.4 Suspension. Instead of ending this Agreement, Alori may suspend all or part of Partner's agency features, access to Client accounts, White Label, payouts or directory listing. Alori may do so while it investigates a suspected breach, or until Partner fixes one.

15.5 Partner may end it for Alori's breach. Partner may end this Agreement by written notice if Alori materially breaches it and does not fix the breach within 30 days of Partner's written notice.

16. What happens when the Agreement ends

16.1 Final Partner Share. Alori pays the Partner Share earned on Client payments received before the end date, less refunds, disputes and other amounts under Section 5.8. Alori makes the final payout within 90 days after the end date. If Alori ends this Agreement under Section 15.3 for breach or fraud, Partner loses any unpaid Partner Share earned on Clients obtained or served in breach of this Agreement.

16.2 Clients. Clients stay Alori's customers. Alori may:

• end Partner's links to Clients and its access to their accounts;
• move Clients to the Alori Price, or to another partner;
• turn off White Label and Partner's domain for them.

16.3 Transition. For at least 30 days, Partner helps Clients through the change and does not disrupt their use of the Service. Partner gives Clients or Alori what they need to keep using it, such as access to domains or DNS records Partner manages.

16.4 Brand. Within 10 Business Days, Partner stops using the Marks and calling itself an Alori partner, and removes Alori from its website and materials. Alori removes Partner from its partner directory.

16.5 Confidential Information. Each party returns or destroys the other's Confidential Information under Section 8.6.

16.6 Partner's own account. Partner's own Alori account and apps continue under the Alori Terms, as a regular customer without agency features.

16.7 No compensation for ending. Neither party owes the other compensation for ending this Agreement under its terms, including for lost goodwill, investments, Clients or future Partner Share, except as the law requires.

16.8 Survival. Sections 1, 5 (for amounts owed), 7, 8, 9, 10.4, 11, 12.2, 12.3, 12.4, 13, 14, 16 and 18 survive the end of this Agreement.

17. Changes

17.1 Program Terms and guidelines. Alori may change the Program Terms, its partner guidelines and its brand guidelines with at least 30 days' notice, by email or in Partner's agency pages. Changes the law requires, or that stop fraud or abuse, may apply right away. A change never reduces Partner Share already earned.

17.2 This Agreement. Alori may change this Agreement with at least 30 days' notice. If Partner does not accept a change, its only remedy is to end this Agreement before the change applies. Partner accepts the change by staying in the Program after it applies.

17.3 The Service. Alori may change, add or remove any part of the Service at any time, including agency features, White Label, payouts, custom domains and sign-up links.

18. General

18.1 Independent contractors. The parties are independent contractors. Partner is responsible for its personnel, including their pay, taxes and benefits.

18.2 Assignment. Partner may not assign or transfer this Agreement, including through a change of control, without Alori's prior written consent. Alori may assign it to an affiliate, or to a buyer of all or part of its business, with notice to Partner.

18.3 Notices. Alori sends notices to the email of the Partner Account's owner, or in Partner's agency pages. Partner sends notices to support@alori.dev. A notice sent by email is received on the next Business Day.

18.4 Governing law and courts. This Agreement is governed by the laws of the Province of Québec and the federal laws of Canada that apply there. The courts of the judicial district of Montréal, Québec, have exclusive jurisdiction over any dispute about it. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.5 Injunctions. A breach of Section 6, 7, 8, 9 or 11 may cause Alori harm that money cannot repair. Alori may seek an injunction or other urgent relief in any competent court, in addition to its other remedies.

18.6 Language. Alori publishes this Agreement in French and English, and offers the French version first. A Partner who accepts the English version expressly chooses to be bound by it. "Le Partenaire qui accepte la version anglaise de la présente entente confirme qu'on lui a d'abord offert la version française et qu'il a expressément choisi d'être lié par la version anglaise."

18.7 Events outside Alori's control. Alori is not responsible for delays or failures caused by events outside its reasonable control. These include outages of its hosting, AI, payment or telecom providers, internet failures, cyberattacks, natural disasters, labour disputes and government action. Such events do not excuse Partner's duty to pay amounts it owes.

18.8 Entire agreement. This Agreement, Schedule A and the Alori Terms and brand guidelines it refers to are the whole agreement about the Program, and replace any earlier discussion of it. If they conflict, this Agreement prevails, then Schedule A, then the Alori Terms. The Alori Terms still govern each Client's use of the Service, and Partner's own use of it.

18.9 Severability and waiver. If a court finds part of this Agreement invalid, that part is limited to the minimum extent needed and the rest stays in force. A party's failure or delay in enforcing a right does not waive it.

18.10 Electronic acceptance. Partner accepts this Agreement electronically, as described under Acceptance below. That acceptance has the same effect as a handwritten signature.

18.11 Interpretation. "Including" means "including without limitation". Headings are for convenience only. "Days" are calendar days unless this Agreement says Business Days, and amounts are in US dollars unless stated otherwise.

18.12 Third parties. The Alori Parties may rely on Sections 13 and 14. Apart from them, only Alori and Partner have rights under this Agreement.

Schedule A: Program Terms

These Program Terms apply from the Effective Date. Alori may change them under Section 17.1.

Acceptance

Partner accepts this Agreement when the owner of its Alori account ticks the box agreeing to it in Alori. No other signature is needed.

By ticking the box, that person confirms they are authorized to bind Partner. They also confirm they have read this Agreement, including Schedule A, and the documents it refers to: Alori's Terms of Service, Privacy Policy and brand guidelines.

Alori records each acceptance: who accepted, for which account, when, and which version of this Agreement. That record proves Partner's acceptance.