Partner Agreement
Between: 1NE INC. (doing business as “Oui Solutions”), a legal person constituted in Québec, NEQ 1181834244, with its address at 1600 Boulevard Le Corbusier, Bureau 99, Suite 1010, Laval, Quebec H7S 1Y9, Canada (the “Platform”). And: the approved service provider who accepts this agreement (the “Partner”). Version: v2 (3 August 2026).
1. Purpose and scope
This agreement governs the relationship between the Platform and the Partner. It supplements the Oui Solutions Terms of Service, which the Partner also accepts; if they conflict on a Partner-specific matter, this agreement prevails.
2. Partner's status — independent contractor
The Partner acts as an independent contractor. The Partner is not an employee, agent, or associate of the Platform and has no authority to bind the Platform. The Partner may not hold themselves out to clients as the Platform's representative, employee, or agent. The Partner provides the services to clients; the Platform provides only the marketplace and payment processing.
3. Approval and good standing
The Platform approves, refuses, or suspends a Partner at its discretion. The Partner keeps their information current and completes Stripe Connect onboarding; no payout is possible until that onboarding is complete and enabled for payments.
4. No platform fee, payment, and taxes
The Platform charges no service fee and no commission on milestones, on either the client side or the Partner side. Payments are processed as direct charges: the Partner is the merchant of record for the transaction with the client and receives the milestone amount, from which Stripe deducts only its own payment-processing fees — those fees are Stripe's, not the Platform's. The Platform may offer optional services billed separately; their price, if any, is disclosed in advance, is optional, and is never charged as a commission on the Partner's projects. The Partner is solely responsible for their own sales-tax obligations on the services they provide to their clients.
5. Partner's responsibilities and warranties
The Partner performs the work professionally and lawfully. The Partner warrants that they hold or have obtained all intellectual-property rights needed for what they deliver, and that their work infringes no right and no law.
6. Platform's role and disclaimers
The Platform is provided "as is." It does not guarantee clients, volume, earnings, or any outcome. The Platform is not a party to the service contract between the Partner and their client.
7. Limitation of liability
To the fullest extent permitted by law, 1NE INC.'s aggregate liability to the Partner, for all causes related to this agreement or the Platform, is limited to the greater of: five hundred dollars (CAD 500), or the total amounts the Partner has paid 1NE INC. for optional services over the 12 months preceding the first claim. 1NE INC. is not liable for any indirect, incidental, or consequential damages, nor for any loss of profit, goodwill, or data. Nothing in this agreement excludes or limits liability that cannot be excluded under applicable law, including for gross or intentional fault, or for bodily or moral injury.
8. Indemnification
The Partner holds the Platform harmless from any third-party claim arising from the Partner's services, conduct, intellectual property delivered, or breach of this agreement.
9. Confidentiality and data protection
Client information obtained through the Platform is confidential. The Partner uses it only to carry out the project concerned and does not disclose, resell, or transfer it to any third party. The Partner does not add it to any mailing or solicitation list without the client's consent, and handles it in accordance with applicable privacy law. These obligations do not apply to information that is or becomes public through no fault of the Partner, that the Partner already lawfully held, or whose disclosure is required by law. For the avoidance of doubt, this section does not restrict the Partner's right to continue working with a client, on or off the Platform.
10. Termination
Either party may terminate this agreement. Milestones already under way continue to their end. Sections 7 (limitation of liability), 8 (indemnification), and 9 (confidentiality) survive termination.
11. Governing law, language, and changes
This agreement is governed by the laws of Québec, and the courts of Québec have jurisdiction. It is offered in French and English; the French version is the official reference version and prevails in case of discrepancy, consistent with the Terms of Service. The Platform may amend it on reasonable notice; continued use or a new acceptance constitutes acceptance of the new version. The Partner's acceptance is recorded (identity, version, and date).