BUSINESS LEGAL
Bonus Batch Partner Agreement
1. Parties, acceptance, and authority
This Partner Agreement (the “Agreement”) is between Bonus Batch Inc. (“Bonus Batch”, “we”, “us”, or “our”) and each legal entity assigned to a location in the Partner application and location schedule (together, “Partner”, “you”, or “your”). It is the single agreement for Surprise Hauls, Bonus Slots, or both. The application, this Agreement, Schedule A, and the location schedule form one proposed agreement.
By applying your electronic signature, you make an offer on behalf of every listed legal entity to enter this Agreement and represent that all submitted information is accurate, each listed entity is legally entitled to operate its assigned storefronts, you are at least 18 years old, and you have authority to bind every listed entity. Your signature does not obligate Bonus Batch to approve the application.
This Agreement becomes effective only when Bonus Batch accepts the Partner's offer by either (a) an authorized Bonus Batch representative applying an electronic countersignature or (b) Bonus Batch Inc.'s authorized electronic acceptance service issuing an Acceptance Notice after verifying the standard acceptance controls disclosed in the application. Before acceptance, the Partner may review and correct its submission and the application may be verified, returned, declined, or withdrawn, but the Partner may not post Hauls or Slots. After acceptance, Bonus Batch will make the executed agreement and its audit certificate available in the Partner portal.
2. Marketplace role and independent businesses
Bonus Batch operates a technology marketplace that helps independent Partners sell surplus goods for local pickup and fixed-scope services for scheduled appointments. The Partner, not Bonus Batch, is the seller or provider of every product or service it lists. Bonus Batch may facilitate discovery, ordering, booking, customer communications, payment collection, refunds, and settlement as a limited marketplace and payment-collection intermediary.
Nothing in this Agreement creates an employment, franchise, partnership at law, fiduciary, joint-venture, distribution, or exclusive relationship. “Partner” is the marketplace relationship label used in this Agreement and does not create a legal partnership. The Partner appoints Bonus Batch only as its limited agent to present listings, receive customer payment in discharge of the customer's payment obligation, administer marketplace transactions, and settle net amounts. Neither party may otherwise bind the other.
Bonus Batch does not take possession of, inspect, prepare, package, store, transport, perform, supervise, warrant, or control products or services supplied by the Partner. The Partner retains responsibility and risk for lawful fulfilment, except to the extent applicable law provides otherwise.
3. Company information and account security
You must provide complete and current legal-company name, contact, location, GST/HST status, and Stripe-hosted payout information and promptly report any change. Bonus Batch may confirm authenticated account control and signing authority. Stripe performs any identity and payout-capability verification it requires; Bonus Batch retains only non-sensitive connected-account, capability, requirement-status, and audit references. Bonus Batch does not routinely request or verify insurance, licence, permit, inspection, or professional-compliance documents.
The Partner remains solely responsible for satisfying every law, licence, permit, inspection, insurance, safety, and professional requirement that applies to its operations. Bonus Batch may request specific records only when reasonably necessary to investigate a customer claim, fraud, payment dispute, safety incident, regulator request, court order, or other legal process.
You are responsible for all activity under your account, for restricting staff access, and for promptly reporting suspected unauthorized access. You may not share credentials outside authorized staff, impersonate another person, evade a restriction, or create another account after suspension or removal without our written permission.
The authorized owner may invite managers or supervisors to specified storefronts. Operational staff may post or update hauls and confirm pickups, but may not access settlement amounts, payment onboarding, executed agreements, ownership controls, staff administration, media controls, or service cancellation. The Partner remains responsible for every invited user's conduct and must promptly revoke access when it is no longer required.
4. Product, service, safety, and legal responsibilities
You have sole responsibility for sourcing, preparing, handling, storing, packaging, labelling, describing, and supplying every product. You must comply with all applicable federal, provincial, territorial, municipal, public-health, food-safety, consumer-protection, accessibility, employment, environmental, licensing, permit, recall, weights-and-measures, and labelling requirements.
You must not list or supply anything unsafe, adulterated, contaminated, recalled, unlawfully sold, or past a mandatory expiry or use-by date. Products approaching a best-before date may be offered only when lawful, wholesome, safely handled, and accurately represented. You must maintain temperature control, sanitation, allergen controls, traceability, and records appropriate to the product.
You must immediately notify Bonus Batch of any safety concern, inspection issue, suspected contamination, illness complaint, recall, licence suspension, or regulatory investigation connected to a listed product, and cooperate fully with corrective action and customer or regulator notices.
For Bonus Slots, you must offer only lawful fixed-scope services, maintain every qualification, licence, permit, insurance policy, safety practice, privacy control, and consumer-protection requirement that applies, and perform the exact booked service at the disclosed location format. Medical, clinical, childcare, transportation, security, emergency regulated trades, open-ended bidding or hourly work, hazardous work, weapons, controlled substances, and adult services are not eligible unless Bonus Batch expressly introduces a lawful supported category in a later notice.
5. Listings, availability, pickup, and appointments
Each listing must be honest, current, and sufficiently clear. You must provide the correct location, pickup window, quantity, category, approximate contents, minimum retail value, dietary information, known or reasonably foreseeable allergens, and any material limitation. Surprise-haul contents may vary, but may not be materially misleading or worth less than the stated minimum value.
When you publish inventory, it becomes available for purchase immediately. A paid order is a binding commitment to reserve and provide the purchased quantity during the posted pickup window. You must honour all paid orders, maintain sufficient inventory, treat customers respectfully, and use the Bonus Batch redemption process. You may not demand additional payment, substitute unsafe or materially inferior products, or mark an order picked up before handoff.
If you cannot fulfil an order, you must notify Bonus Batch immediately. We may refund or credit the customer, withhold or reverse the related settlement, charge the amount against amounts otherwise payable to you, and take account action.
A listing is not a promise of any particular customer demand. Bonus Batch may rank, group, filter, relabel, or remove listings; correct obvious errors; and establish reasonable listing, pickup, packaging, accessibility, content, and customer-service rules. Material commercial changes remain subject to section 15.
Each Bonus Slot must be one fixed-scope service with a stated duration, truthful regular value, final Bonus price, location format, inclusions, exclusions, and preparation. The standard Bonus prices are CAD $10.00, CAD $20.00, CAD $35.00, CAD $50.00, CAD $75.00 and the regular value must be at least 3 times the Bonus price. Custom prices require approval. A paid booking is a binding commitment for the exact service, time, and place; payment may not be moved off platform.
6. Prices, fees, taxes, refunds, and chargebacks
This one Partner Agreement covers Surprise Hauls and Bonus Slots. Bonus Batch controls the five standard customer-facing Haul tiers, the five standard Slot prices, and platform tax configuration. A storefront may post standard Hauls and fixed-scope standard-price Slots immediately after the applicable program, payout, tax, and operating controls are active. Only a custom Haul tier or custom Slot price requires Bonus Batch approval. The Hauls monthly administration fee is CAD $5.00 and an approved active custom Haul tier adds CAD $3.00. Pending, rejected, or archived custom-tier requests do not add a fee. The Bonus Slots monthly program fee is CAD $5.00 and a settlement-eligible custom-priced Slot adds one CAD $5.00 fee for that month, regardless of the number of custom services. Each program is free for the first 3 calendar months after execution and its fee applies only in a month with completed eligible earnings for that program. A no-sales month has no fee. Fees are deducted only from that same month's earnings, never directly debited from a bank account, and any uncovered amount is waived rather than carried forward. Schedule A states the commercial terms. The Partner receives 70% and Bonus Batch retains 30% of each completed, non-refunded pre-tax base Haul or Slot price.
The 70%/30% division and any fixed per-order fee apply only to the pre-tax base Haul or Slot price. Provider-reported sales tax is collected in addition to that base price, recorded separately, and is not divided under the revenue share. Applicable GST/HST on Bonus Batch's platform and administration fees is shown on the monthly invoice and deducted from eligible earnings with those fees. Customer-facing payment or service fees, voluntary customer tips, Community Fund contributions, refunds, credits, chargebacks, penalties, and payment-processor adjustments are separate. Unless checkout states otherwise, tips and Community Fund contributions are retained and administered by Bonus Batch and are not Partner earnings.
A later commercial-term change applies prospectively after the notice described in section 15. Each completed order retains the percentage, fee treatment, and amounts recorded when the order was created. No term authorizes Bonus Batch to alter a completed order retroactively except to correct an error, administer a refund or chargeback, comply with law, or enforce this Agreement.
You must provide accurate information needed to classify products and transactions. Bonus Batch may calculate, collect, report, or remit transaction taxes where it determines it is required to do so, but you remain responsible for your own income, payroll, property, licence, and other business taxes and for taxes the law assigns to you.
You authorize Bonus Batch and its payment providers to collect customer funds, issue refunds or credits, investigate disputes, recover chargebacks and processing losses, deduct amounts you owe from future settlements, and correct settlement errors. You may not circumvent the marketplace or redirect a Bonus Batch order to an off-platform payment.
7. Settlement, reserves, and investigations
Completed and valid Haul orders and Bonus Slot bookings become eligible for consolidated monthly settlement after successful pickup or appointment completion, subject to payment-provider availability, claims, reversals, compliance review, and this Agreement. Bonus Batch totals each legal company's eligible location activity and schedules the prior calendar month's eligible net balance for payment on the 20th day of the following month. The minimum net monthly payout is CAD $10.00 after applicable fees. A balance below that minimum carries forward. The 20th is the scheduled initiation date, not a guarantee of bank receipt that day; settlement may be delayed by weekends, holidays, banks, payment networks, regulators, force-majeure events, reserves, or investigations.
If an order is not honoured, information appears false, a claim or safety issue arises, fraud or account misuse is suspected, you breach this Agreement, or we reasonably believe funds may be needed for refunds, chargebacks, fines, losses, or legal obligations, we may place a reserve on or withhold some or all unsettled funds. A hold may continue for up to 90 days while we investigate and may continue longer where required by law, court order, regulator, payment provider, unresolved chargeback, or continuing risk.
When a specific customer claim, fraud concern, payment dispute, safety incident, regulator request, court order, or other legal process requires review, you must promptly provide records reasonably necessary for that matter. After review, we may release the funds, refund customers, apply offsets, recover amounts owed, continue a lawful reserve, or take other reasonable corrective action. You remain liable for negative balances and amounts arising after settlement.
Each legal company uses one verified payout account for all locations assigned to it. Locations belonging to the same legal company share that payout destination; locations belonging to another legal company must use that company's own verified payout account. You authorize Bonus Batch and its payment provider to maintain separate legal-company, location, Haul, Slot, fee, tax, and reconciliation ledgers. Settlement statements are deemed accepted unless the Partner gives specific written notice of an error within 30 days after the statement becomes available, except for an error that cannot lawfully be waived.
8. Integrity, customer treatment, and records
You must act honestly and in good faith, honour posted products and quantities, avoid discriminatory or abusive conduct, and cooperate with customer support. You must preserve transaction, sourcing, temperature, allergen, recall, pickup, and complaint records for the period required by law and, where no period is specified, for at least two years.
You must not manipulate ratings, create false transactions, misstate retail value, sell prohibited goods, harvest customer information, contact customers for unrelated marketing without valid consent, or use the service in a way that harms customers, other businesses, Bonus Batch, or the integrity of the marketplace.
For a specific customer claim, fraud concern, payment dispute, safety incident, regulatory inquiry, court order, or other legal process, you will provide reasonably necessary records on reasonable notice, or immediately when the matter is urgent. Bonus Batch may share relevant records with payment providers, insurers, professional advisers, regulators, law enforcement, affected customers, or other persons when permitted or required by law.
9. Suspension, removal, and termination
Subject to applicable law, Bonus Batch may decline an application; hide or remove a listing; limit functionality; pause settlements; suspend, block, or terminate an account; or refuse future access at any time, with or without prior notice, for any lawful reason. Reasons may include risk, complaints, poor fulfilment, safety concerns, legal or payment-provider requirements, suspected misconduct, reputational harm, inactivity, operational changes, or a decision to discontinue the relationship.
You may stop posting at any time and may terminate this Agreement at any time by submitting the cancellation control in the authenticated Partner portal or by giving written notice to Bonus Batch. Portal cancellation is effective when confirmed on screen and immediately stops new listings for the selected storefront. It does not cancel paid orders or existing duties. The portal remains available as needed for outstanding pickups, claims, records, final settlement, and surviving obligations.
Paid orders, refunds, investigations, reserves, payment obligations, accrued administration fees, confidentiality, intellectual-property licences, indemnities, limitations, dispute terms, and provisions intended by their nature to survive remain effective after cancellation or termination.
10. Customer and business information
You may use customer information only to prepare, verify, and complete the applicable pickup; provide required safety notices; address a support issue; or comply with law. You must use reasonable administrative, technical, and physical safeguards, restrict access to authorized personnel, securely delete information when no longer needed, and immediately report any actual or suspected privacy or security incident.
Bonus Batch may collect, use, disclose, and retain application, account, transaction, device, support, and compliance information as described in its privacy policy, to operate and secure the marketplace, meet legal obligations, prevent fraud, process payments, communicate with the Partner, and enforce this Agreement.
11. Intellectual property and publicity
You retain ownership of your business name, trademarks, logos, product images, and submitted content. You grant Bonus Batch a non-exclusive, worldwide, royalty-free licence during the relationship, and for a reasonable archival period afterward, to host, reproduce, format, adapt, display, and promote that content solely to operate, support, and market the marketplace and completed transactions.
You represent that you have all rights and permissions needed for submitted content and that it is accurate and does not infringe another person's rights. You may not use Bonus Batch branding except as we authorize, and you must stop using it when permission or this Agreement ends.
12. Indemnity and cooperation
To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Bonus Batch, its affiliates, and their directors, officers, employees, contractors, and agents from third-party claims, proceedings, penalties, recalls, losses, damages, judgments, settlements, and reasonable legal costs arising from or relating to your products, premises, staff, listings, pickup, taxes, content, privacy or security practices, legal non-compliance, negligence or wilful misconduct, or breach of this Agreement. This includes claims involving illness, injury, death, property damage, misleading product information, allergens, contamination, intellectual property, employment, tax, and regulatory action to the extent caused by the Partner or persons for whom it is responsible.
Bonus Batch will give reasonable notice of an indemnified claim and reasonable cooperation at the Partner's expense. Bonus Batch may participate with counsel of its choice. You may not settle a claim in a way that admits liability for, restricts, or imposes an obligation on Bonus Batch without our prior written consent. The Partner's responsibility is reduced only to the extent a final decision determines that Bonus Batch's own non-excludable liability directly caused the loss.
13. Disclaimers and limitation of liability
The service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Bonus Batch disclaims implied warranties and does not guarantee customer demand, sales, uninterrupted access, error-free operation, a particular search position, successful payment, settlement timing, customer conduct, or the quality, safety, legality, or availability of products supplied by a Partner.
To the fullest extent permitted by law, Bonus Batch will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenue, data, goodwill, or business opportunity; product loss or spoilage; personal injury or property damage caused by a Partner or its products; customer conduct; unauthorized account activity; or acts of banks, networks, service providers, regulators, or events beyond our reasonable control.
To the fullest extent permitted by law, Bonus Batch's total aggregate liability arising from this Agreement or the service will not exceed the greater of CAD $100 and the platform fees Bonus Batch actually retained from the Partner during the three months before the event giving rise to the claim. Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited, and no provision releases a party from its own fraud, wilful misconduct, or other liability that applicable law does not permit it to avoid.
14. Confidentiality
Each party must protect non-public business, security, technical, pricing, investigation, and customer information received from the other and may use it only to perform this Agreement. This duty does not apply to information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law after permitted notice.
15. Changes, notices, and assignment
To the fullest extent permitted by applicable law, Bonus Batch may change the Partner share, Bonus Batch share, customer-facing prices, administration fees, payout threshold, payout timing, and other commercial or operational terms prospectively at any time. The Partner signs the master Agreement once. Later commercial or operational changes do not require another electronic signature. We will provide any notice required by law, and the notice will state the effective date. Continued use, posting, or fulfilment after that date constitutes acceptance where permitted by law. If the Partner does not accept a change, its remedy is to stop posting and terminate this Agreement before the change takes effect; existing paid orders and accrued obligations remain binding.
A permitted prospective change does not make Bonus Batch liable for a Partner's lost sales, reduced margin, lost opportunity, reliance costs, or other indirect or consequential loss. Nothing in this section excludes liability that applicable law does not permit Bonus Batch to exclude, and this section does not alter the limits and exclusions in section 13.
Operational notices may be delivered in the app, through the Partner portal, or to the email or phone number on file. Legal notices to Bonus Batch must be sent to support@bonusbatch.ca with the subject “Legal Notice” and copied by mail to PO Box 72131, Glenmore Landing RPO, Calgary, Alberta T2V 5H9, Canada. You must keep your contact details current.
You may not assign this Agreement or transfer an account without our prior written consent. Bonus Batch may assign this Agreement in connection with a reorganization, financing, sale of assets, merger, or transfer of the service.
16. Governing law and disputes
This Agreement is governed by the laws of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to any law that requires otherwise, the parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta.
Before starting a proceeding, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and management discussion, except where urgent injunctive relief, a safety response, debt preservation, or a legal limitation period requires earlier action.
17. General terms
This Agreement, the incorporated privacy policy, posted marketplace rules, and any written commercial addendum form the entire agreement about the Partner's use of Bonus Batch and replace prior discussions on that subject. If an addendum expressly conflicts with this Agreement, the addendum controls for that conflict.
If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary and the remaining provisions continue. A waiver must be written and applies only to the specific instance. Headings are for convenience. “Including” means “including without limitation.” Neither party is liable for delay caused by events beyond its reasonable control, except that payment and safety obligations already due continue.
18. Electronic records, signatures, and counterparts
Each signer consents to transact electronically and intends the typed legal name, explicit signature confirmation, and related authentication evidence recorded by Bonus Batch to be that signer's electronic signature. Each signer confirms that the signature is attached to or associated with the identified agreement version and location schedule.
Bonus Batch may retain the executed Agreement, the text and version presented, cryptographic hashes, timestamps, signer identity and authority information, account identifiers, source-network evidence in hashed form, device and browser information, and an audit certificate for authentication, security, legal, and record-retention purposes described in the privacy policy.
This Agreement may be executed in electronic counterparts. An executed PDF or other accurate, accessible electronic reproduction made available after the Partner signs and Bonus Batch accepts is evidence of the Agreement. A business-signed application is not an executed agreement and will not be released to the Partner as an executed copy before Bonus Batch acceptance.
Schedule A - Commercial terms
Currency: Canadian dollars (CAD). The base Haul and Slot prices are used for the 70/30 revenue share. Bonus Batch adds a mandatory 12% customer service fee and applicable sales tax at checkout; both are disclosed separately from the advertised base price.
Revenue share: the Partner receives 70% and Bonus Batch retains 30% of the pre-tax base price for each completed, non-refunded Haul or Bonus Slot.
Program fees: CAD $0.00 for the first 3 calendar months after this Agreement is executed; then CAD $5.00 for Hauls only in a month with completed eligible Haul earnings, and CAD $5.00 for Bonus Slots only in a month with completed eligible Slot earnings. An approved active custom Haul tier adds CAD $3.00 for its storefront and a completed custom-priced Slot adds one CAD $5.00 custom-service fee for that storefront and month. A no-sales month has no fee. Fees cannot create a bank debit or balance carried into a later month. Bonus Batch issues a monthly statement by legal company. Eligible net balances are scheduled for payout on the 20th for the previous calendar month, subject to the minimum payout and permitted holds or adjustments.
Payout frequency: the prior calendar month's eligible net balance is scheduled on the 20th day of the following month. Minimum net payout: CAD $10.00. A balance below the minimum carries forward.
- Mini Surprise: CAD $4.00 base haul price; minimum declared retail value CAD $12.00. The Partner must provide products with an actual retail value at least equal to the value declared in its listing.
- Little Surprise Find: CAD $6.00 base haul price; minimum declared retail value CAD $18.00. The Partner must provide products with an actual retail value at least equal to the value declared in its listing.
- Good Surprise Haul: CAD $8.00 base haul price; minimum declared retail value CAD $24.00. The Partner must provide products with an actual retail value at least equal to the value declared in its listing.
- Big Surprise Bounty: CAD $10.00 base haul price; minimum declared retail value CAD $30.00. The Partner must provide products with an actual retail value at least equal to the value declared in its listing.
- Grand Surprise Haul: CAD $12.00 base haul price; minimum declared retail value CAD $36.00. The Partner must provide products with an actual retail value at least equal to the value declared in its listing.
Schedule A.1 - Standard Bonus Slot prices
A standard Bonus Slot uses a CAD $10, $20, $35, $50, $75 customer price and a truthful regular value of at least 3 times the Bonus price. The Partner chooses the fixed service, date and time, recurrence, and where the service occurs. Standard prices do not require individual Bonus Batch approval; custom prices do.
Schedule B - Partner and approved locations
The executed Agreement will attach every legal business identity, the application identifier, the authorized business signer, and every storefront submitted and approved by Bonus Batch. Each storefront record will include its assigned legal entity, operating name, pickup address, operational contact, approval date, and administration-fee start date.
One Partner account may contain multiple locations and may activate Hauls, Slots, or both at each eligible location without another program agreement. Locations of the same legal company use the same signed Partner Agreement and one verified payout account. Adding another location for that same legal company does not require another signature. A different legal company is separately bound to this same Partner Agreement and must have its own verified payout account; one signing ceremony may bind multiple listed legal companies only when the signer is authorized for each one.