RoomsRelay Hire

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Terms of Service

Terms of Service

Last updated: September 6, 2024

Please read these terms of service carefully before using Our Service.

1 - Interpretation and Definitions

1.1 - Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural.

1.2 - Definitions

For the purposes of these Terms of Service:

  • Account means a unique account created for You to access our Service or parts of our Service.
  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.
  • Application means the software program provided by the Company or Operator downloaded by You on any electronic device, named RoomsRelay.
  • Buyer refers to users of the Service who are placing Orders for Goods.
  • Country refers to Canada.
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to RoomsRelay, Toronto, Ontario.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.
  • Device means any device that can access the Service such as a computer, a cell phone, or a digital tablet.
  • Feedback means feedback, innovations, or suggestions sent by You regarding the attributes, performance, or features of our Service.
  • Good refers to the items or services offered for sale, rental, auction, contact, or any other means of trading on the Service.
  • Operator (referred to as either "the Operator", "We", "Us" or "Our" in this Agreement) refers to RoomsRelay.
  • Order means a request by You to purchase or trade by any means Goods on the Application or Website.
  • Seller refers to users of the Service who are listing Goods and making them available for trade by any means.
  • Service refers to the Application or the Website or both.
  • Terms of Service (also referred to as "Terms") mean these Terms of Service that form the entire agreement between You and the Company or Operator regarding the use of the Service. This Terms of Service agreement was generated by TermsFeed and fine-tuned by Sharetribe.
  • Third-party Social Media Service means any services or content (including data, information, products, or services) provided by a third party that may be displayed, included, or made available by the Service.
  • Website refers to RoomsRelay, accessible from www.roomsrelayhire.com
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
  • The Contractor is an independent professionals who list their services on RoomsRelay platform. They offer their expertise to hiring managers who need specific skills for a project or task. The Contractor is not an employee of RoomsRelay; they are independent entities using the platform to find work in North America and elsewhere, and;
  • RoomsRelay is an online platform connecting Contractors with hospitality industry hiring managers. The primary role of RoomsRelay is to facilitate this connection and payment, allowing Contractors to find projects, receive payment and hiring managers to find the right talent for their needs in North America and elsewhere, and;

2 - Contact Us

If you have any questions about these Terms of Service, You can contact us:

  • By email: brendan@roomsrelayhire.com
  • By visiting this page on our website: www.roomsrelayhire.com

3 - Acknowledgment

These are the Terms of Service governing the use of this Service and the agreement that operates between You and the Company or Operator. These Terms of Service set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access the Service.

You represent that you are over the age of majority according to the laws of your country or the Country, whichever is higher. The Company or Operator does not permit those under that age to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company or Operator. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Application or Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

4 - Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. Your use of the Application or Website may also be subject to other local, state, national, or international laws.

4.1 - For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident.

4.2 - United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

4.3 - Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force, and effect.

4.4 - Waiver

Except as provided herein, the failure to exercise a right or to require the performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

5 - User Accounts

5.1 - Account Creation

When You create an account with Us, You must provide Us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

5.2 - Account Information

You may be asked to supply certain information relevant to Your Account including, without limitation, Your name, Your email, Your phone number, and Your address.

You may have to provide documents to comply with identity verification.

Before or during posting Goods, you may be asked to supply, without limitation, Your bank account details, and Your identity documents.

Before or during placing an Order, you may be asked to supply, without limitation, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

5.3 - Account Review

Unless part of a feature of the Service, We do not perform background checks or endorse any users. We do not accept any responsibility for the reliability, accuracy, and completeness of any information provided by users.

5.4 - Account Password

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

5.5 - Account Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service. Upon termination, Your right to use the Service will cease immediately.

If You wish to terminate Your Account, You may simply discontinue using the Service or delete Your Account from the Service, or contact Us for help.

6 - Content

6.1 - Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post, or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

6.2 - Content Restrictions

The Company or Company or Operator is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine, or randomly–generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
  • Impersonating any person or entity including the Company or Operator and its employees or representatives.
  • Violating the privacy of any third person.
  • False information and features.

The Company or Operator reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. The Company or Operator further reserves the right to make formatting and edits and change the manner of any Content. The Company or Operator can also limit or revoke the use of the Service if You post such objectionable Content. As the Company or Operator cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect, or objectionable, and You agree that under no circumstances will the Company or Operator be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

6.3 - Content Backups

Although regular backups of Content are performed, the Company or Operator does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company or Operator will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company or Operator has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

6.4 - Intellectual Property of Others and Copyright Infringement

We respect the intellectual property and copyrights of others. You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

We are ready to comply with local regulations in that matter (Digital Millennium Copyright Act (DMCA), EU Copyright Directive, ...).

If You are a copyright owner or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email (see 3 - Contact Us) and include in Your notice the following information related to the alleged infringement:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Upon receipt of a notification, the Company or Operator will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

7 - Orders of Goods

By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.

7.1 - Position of the Service in Orders

Our role is one of a facilitator between You and the Sellers, using the Service. We are, therefore, a third party in Orders, which limits Our liabilities in any disputes between You and the Sellers.

We are not a party to any agreement You have with the Sellers. Any agreement You enter with the Sellers does not form a part of any agreement We have with you.

7.2 - Your Information as Buyer

If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct, and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

7.3 - Availability, Errors, and Inaccuracies

We and Sellers are constantly updating Our offerings of Goods on the Service. The Goods available on the Service may be mispriced, described inaccurately, or unavailable, and Sellers and We may experience delays in updating information regarding the Goods on the Service and in Our advertising on other websites.

We and Sellers cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

7.4 - Prices Policy

The Company or Operator and Seller reserve the right to revise their prices at any time prior to accepting an Order.

The prices quoted may be revised by the Company or Operator subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs, and any other matter beyond the control of the Company or Operator or the Seller. In that event, You will have the right to cancel Your Order.

7.5 - Payments

Payment can be made through various payment methods we have available. We rely on payment gateways that have their own terms of service and their own limitations.

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.

7.6 - Service Fees

We may charge You some fees (and applicable Taxes) for the right to use the Service. More information about when service fees apply and how they are calculated is displayed during your Order. We reserve the right to change the service fees at any time.

7.7 - Order Modification

You and the Sellers are responsible for any Order modifications you agree to make via the Service and agree to pay any additional amounts, fees, or taxes associated with any Order modification.

7.8 - Order Cancellation

7.8.1 - Our Order Cancellation Rights

We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

  • Goods availability
  • Errors in the description or prices for Goods
  • Errors in Your Order
  • Mistakes from the Seller

We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction or trade is suspected.

7.8.2 - Order Cancellation by Buyers

If You as a Buyer cancel an Order, the amount You paid (including the Service fees) is not refunded.

If something outside Your control requires You to cancel an Order, or if You think your Order should be refunded, contact Us.

7.8.3 - Order Cancellation by Sellers

If You as a Seller cancel an Order, the amount the Buyer paid (including the Service fees) will be refunded to the Buyer and will not be transferred to the Seller.

If something outside Your control requires You to cancel an Order, or if You think your Order should be refunded, contact Us.

7.9 - Order Dispute

If a Buyer or a Seller disputes an Order, the Company or Operator should be notified. The dispute will be resolved at Our sole discretion.

8 - Disclaimer of Warranties and Limitation of Liability

8.1 - Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company or Operator and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD (or its equivalent in the Service local currency) if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or Operator or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or Operator or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

8.2 - "AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company or Operator, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, performance, usage or trade practice. Without limitation to the foregoing, the Company or Operator provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor Operator nor any of the company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company or Operator are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

8.3 - Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company or Operator.

The Company or Operator has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company or Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such web sites or services.

We strongly advise You to read the terms of service and privacy policies of any third-party websites or services that You visit.

8.4 - Translation Interpretation

These Terms of Service may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

9 - Disputes Resolution about the Service

If You have any concerns or disputes about the Service, You agree to first try to resolve the dispute informally by contacting the Company or Operator.

10 - Intellectual Property of the Service

The Service and its original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of the Company or Operator and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company or Operator.

11 - Your feedback to Us

You assign all rights, title, and interest in any Feedback You provide the Company or Operator. If for any reason such assignment is ineffective, You agree to grant the Company or Operator a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

12 - Changes to these Terms of Service

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Application or Website and the Service.

13 - Services

During the term of this Agreement, the Contractor shall perform the Services as defined by the end customer.

14 - Contractor's Fee

During the term of this Agreement, the Contractor will be paid by the end customer through RoomsRelay’s payment platform in accordance with the terms agreed on the platform. The Contractor’s fee is held in escrow until the work is completed as per the agreement between the Contractor and the end customer.

15 - Company’s Fee

The Contractor will have a four percent (4%) fee deducted from the agreed-upon rate between the customer and the Contractor on the platform. The Contractor understands that this work will be paid by the customer upon completion of the agreed to work.

16 - Independent Contractor

The relationship between RoomsRelay and the Contractor is, for all purposes, one of independent Contractors and nothing in this Agreement will constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other relationship apart from that expressly stated in this Agreement. The Contractor acknowledges and agrees that it has no authority to and will not exercise or purport to exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of RoomsRelay.

17 - Taxes

The Contractor shall charge taxes as required by law. The Contractor shall be responsible to withhold and remit any deductions for income taxes, levies, health benefits, workers compensation or insurance, disability benefits, employment insurance or contributions imposed by any authority in respect of both the remuneration paid under this Agreement and the work incidental thereto, and the remuneration paid by the Contractor to any employees, Contractors and agents of the Contractor.

18 - Term And Termination

This Agreement shall be deemed to have come into force and effect on the Effective Date, and shall continue until (a) terminated with thirty (30) days prior written notice delivered by either party to the other party hereto, or (b) terminated immediately for cause by written notice delivered by RoomsRelay to the Contractor. Upon termination for any reason whatsoever the Contractor shall deliver to RoomsRelay all Company property or confidential information in the control of the Contractor and RoomsRelay will deliver to the Contractor all Contractor property or confidential information in the control of RoomsRelay. Notwithstanding the foregoing, the following sections of this Agreement shall survive the termination of this Agreement: Section 7 (Non-Solicitation), Section 8 (Competitive Engagements), Section 9 (Confidential Information), Section 10 (Indemnification), Section 11 (Limitation of Liability).

19 - Non-Solicitation

Contractor agrees that during the term of this Agreement and for one (1) year thereafter, Contractor will not, directly or indirectly, or assist others to, recruit, solicit or endeavour to entice away RoomsRelay’s employees, suppliers, Contractor or customers in any way that interferes with RoomsRelay’s relationship with such employees, suppliers or customers, without RoomsRelay’s prior written consent.

20 - Competitive Engagements

The Contractor is prohibited from engaging with the end customer of RoomsRelay directly during the term of the agreement and for a period of one (1) year following termination. If the Contractor breaches this term, the Contractor will pay RoomsRelay a fee of 20% of all earnings collected from servicing the end customer for the past 12 months. Should the end customer wish to hire the Contractor as an employee, the end customer will be required to pay a transition fee. Once that fee is paid, RoomsRelay, in its own discretion will waive this term.

21 - Miscellaneous

Headings are not to be considered part of this Agreement and are included solely for convenience and are not intended to affect the interpretation of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada in force therein. The invalidity or unenforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severable. All payments and amounts referred to in this Agreement shall be in United States Dollars (USD).

Customer Terms & Conditions

TERMS AND CONDITIONS

By executing a Proposal, you have entered into a legally binding contract with RoomsRelay Inc., a corporation incorporated under the laws of Ontario ("RoomsRelay") for access and use of the Service(s), and you are agreeing, individually and/or on behalf of the company/entity whose information you provided in the Proposal (“Customer”), to be bound by the Agreement (as defined below), including the terms set out herein. RoomsRelay and Customer are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), the Parties covenant and agree as follows:

Order of Precedence. (a) Structure of Agreement. The Agreement consists of (i) the provisions set forth in these Terms and Conditions and the Exhibits referenced herein; (ii) Proposals attached hereto and the Schedules referenced therein; and (iii) any additional Proposals executed by the Parties pursuant to the terms of these Terms and Conditions, including the Schedules referenced in each such Proposal. (c) Definitions. All capitalized terms used in these Terms and Conditions shall have the meanings set forth in Exhibit 1. (Definitions) attached hereto. Other capitalized terms used in these Terms and Conditions are defined where they are used and have the meanings so indicated. (d) Proposal. The Services will be described in and be the subject of (i) one or more Proposal (each a "Proposal", collectively "Proposals") executed by the Parties, and (ii) these Terms and Conditions. In the event of a conflict, the terms of these Terms and Conditions shall be governed by the terms of the Proposal, unless an individual Proposal expressly and specifically provides otherwise. Each Proposal is incorporated into these Terms and Conditions, and the applicable portions of these Terms and Conditions are incorporated into each Proposal. The several Proposals and these Terms and Conditions are herein collectively referred to as the "Agreement."

Term of Agreement. (a) Term of Agreement. The Term of the Agreement will begin as of the Effective Date and will terminate upon the latest expiration date provided for in an effective Proposal, unless earlier terminated or extended in accordance with the provisions of these Terms and Conditions. The term of each Proposal will be for the period set forth therein.

The Services. (a) RoomsRelay will perform certain Services and create and provide certain deliverables, as more particularly described in the Proposal which will be entered into from time to time and, upon execution by the Parties, will be incorporated and made part of the Agreement (the "Services"). No obligation to provide any Services shall be incurred by RoomsRelay until such time that a Proposal has been executed by authorized representatives of both Parties. The existence of these Terms and Conditions shall not be construed as imposing any obligation upon RoomsRelay to agree to a Proposal or to otherwise perform any Services for the Customer. (b) The Parties acknowledge and agree that during the term of the Proposal the Services may be modified and/or expanded from time to time upon a written Change Order executed by authorized representatives of the Parties expressly referencing this Agreement. (c) Customer acknowledges and agrees that RoomsRelay may use subcontractors and consultants to perform the Services to be provided under the Proposal.

Fees. (a) Fees. As compensation for performing all Services specified in the Proposal and for assuming all duties, responsibilities, and obligations required by the Proposal, Customer will compensate RoomsRelay for all fees (the "Fees") incurred in accordance with (i) the terms of these Terms and Conditions and any Proposal entered into by the Parties. RoomsRelay may increase the rate charges for the Services by providing the Customer with at least fifteen (15) days written notice of such increases. Rates are exclusive of Taxes, levies, duties, governmental charges, and expenses (with the exception of any RoomsRelay's income taxes), which amounts will be billed to and paid by Customer. (b) Billing and Payment. Unless other billing and payment terms are provided for in a Proposal, Customer shall pay RoomsRelay immediately upon work performed and for each Proposal that is renewed with the Talent. Customer will pay invoices in American dollars. Payments due hereunder must be made by wire transfer, certified cheque, bank draft or such other method as may be agreed upon by RoomsRelay. Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due to RoomsRelay shall be subject to interest charges, from the date due until paid, at the highest interest rate allowable by Law, payable monthly. If any amount due to RoomsRelay from Customer becomes past due for any reason, RoomsRelay may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of RoomsRelay's obligations under this Agreement. (d) Compliance with Laws; Permits and Licenses. Both Parties agree, at their own expense, to operate in full compliance with all governmental Laws, regulations and requirements applicable to the duties conducted hereunder.

RoomsRelay Talent. (a) Responsibilities of RoomsRelay. RoomsRelay is solely responsible for facilitating the connection between the Customer and the Talent. (b) Responsibilities of Customer. Customer acknowledges their responsibility to ensure all necessary insurance as required by law and confirms that any on-site Talent will be covered by such insurance. (c) Conversion Fee. Should the Customer, any Affiliate, parent, subsidiary, or any another employer associated with the Customer, desire to transition the Talent to full-time employment or permanently employ the Talent, the Customer shall be obligated to pay a conversion fee as stipulated in the Proposal (the “Conversion Fee”). The Conversion Fee becomes due if the Customer, or any of its affiliates, parents, subsidiaries, or another employer referred to by the Customer engages the Talent directly, irrespective of the employment classification, on a permanent, temporary, contracting, or consulting basis, within a period of twelve (12) months after the last day of the Talent’s assignment. (d) Referral Fee. In the event that a candidate referred by RoomsRelay to the Customer is subsequently referred for hire to any Affiliate, parent, subsidiary, or any another employer associated with the Customer, the Customer shall be obligated to pay a referral fee amounting to 10% of the Talent’s first-year base salary (the “Referral Fee”). The obligation to pay the Referral Fee becomes due if any such Affiliate, parent, subsidiary, or associated employer engages the Talent directly, regardless of the Talent’s employment classification, whether it be on a permanent, temporary, contracting, or consulting basis, within a period of twelve (12) months following the initial referral by RoomsRelay to the Customer. (e) Circumvention Penalty. In the event that the Customer, or any of its affiliates, parents, subsidiaries, or any other employer referred to by the Customer, engages with a Talent introduced by RoomsRelay without utilizing RoomsRelay’s services for sourcing, placement, or employment, the Customer shall be liable to pay RoomsRelay a penalty in addition to the Conversion Fee (the “Circumvention Penalty”). This Circumvention Penalty shall be equivalent to 50% of the Conversion Fee and shall be due immediately upon such engagement or employment. The Customer acknowledges that this penalty is a fair estimate of damages RoomsRelay would incur from such circumvention and agrees that it is reasonable and enforceable.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 5 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. ROOMSRELAY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR AGAINST INFRINGEMENT. ROOMSRELAY SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY ROOMSRELAY DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY PROPOSAL OR OTHERWISE. CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

Confidential Information. (a) Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Proposal (including any pricing, amended, excluded or additional negotiated contract terms reflected in schedules, exhibits, or addendums to the Agreement), the Talent data, the Service(s), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party including the standard forms of Agreement available through Vendor’s webpage; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. (b) Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission. (c) Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). (d) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. (e) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. Information; Survival. Receiving Party shall promptly return or, at Disclosing Party's option, certify destruction of all copies of Confidential Information at any time upon request or within ten (10) days following the expiration or earlier termination of the Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party's obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement.

Indemnification. Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold the other Party and its Affiliates and their respective officers, directors, employees, and agents harmless from and against any and all Third Party Claims, Losses, liabilities, damages, expenses, and costs, including legal fees and court costs, arising out of the Indemnifying Party's (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any Claim and give complete control of the defence and settlement to the Indemnifying Party, and shall co-operate with the Indemnifying Party, its insurance company, and its legal counsel in its defence of such Claim(s). This indemnity shall not cover any Claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defence of the Claim. SECTION 8 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

Limitation of Liability; Actions. EXCEPT FOR ROOMSRELAY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL ROOMSRELAY BE LIABLE UNDER THIS AGREEMENT TO THE CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

Renewal This Agreement shall have an initial term as outlined in Section 2 of these Terms and Conditions, unless earlier terminated in accordance with the provisions in Section 11. of these Terms and Conditions. Thereafter, the Agreement shall be renewed upon the execution of an additional Proposal (each a "Renewal Term"), unless not less than seven (7) days prior to the end of the Initial Term or any Renewal Term, either Party notifies the other of its intent not to renew the Proposal. The Initial Term and Renewal Terms, if any, are collectively referred to herein as the "Term".

Termination. (a) Termination for Cause. Either Party may terminate this Agreement for cause: (i) upon seven (7) days written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period; (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iii) in the case of RoomsRelay, immediately without liability if RoomsRelay determines, or reasonably believes in its sole and absolute discretion that Customer has violated the terms of the Agreement. If RoomsRelay terminates the Agreement for cause pursuant to Section 11(a)(iii), Customer shall not be entitled to any refund of any prepaid fees. (b) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay RoomsRelay for all Services rendered prior to the effective date of termination. Upon termination each Party shall return the other Party's Confidential Information that is in its possession at the time of termination.

Non-Solicitation. During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Customer agrees not to directly solicit or induce any RoomsRelay employee that has interacted with Customer or has been involved, directly or indirectly, in the performance, review and/or acceptance of the Services, to consider or accept employment with Customer.

Relationship of the Parties The relationship of the Parties hereto is that of independent contractors. Nothing in these Terms and Conditions (including the Proposals), and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. The Agreement shall not be construed as constituting either Party as partner, joint venturer or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other Party. Each Party shall be solely responsible for payment of the salaries and incentives of its employees and personnel (including withholding of income taxes, Canada Pension Plan, employment insurance and social security), workers' compensation, and all other employment benefits.

Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labour disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Party deemed to render performance of the Agreement impracticable or impossible, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the Laws of the Province of Ontario, and the federal Laws of Canada applicable therein, without giving effect to the principles of conflicts of Law of such province. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any court of competent jurisdiction located in Ottawa, Ontario. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

Legal Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

Collection Expenses. If RoomsRelay incurs any costs, expenses, or fees, including reasonable legal fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse RoomsRelay for all such costs, expenses and fees.

Assignment; No Third Party Beneficiaries. RoomsRelay may subcontract its obligations and rights to a third party. There are no third party beneficiaries to this Agreement.

Severability. If any provision or portion of this Agreement shall be rendered by applicable Law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be severed from this Agreement and the remaining provisions or portions shall remain in full force and effect, without amendment.

Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law or equity.

Counterparts. The Proposal may be executed in one or more counterparts (including by facsimile or other electronic means), each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. To evidence its execution of an original counterpart of the Proposal, a Party may send a copy of its original signature on the execution page to the other Parties by facsimile, photographic or other means of recorded electronic transmission and such transmission (including in PDF form) with an acknowledgement of receipt shall constitute delivery of an executed copy to the receiving Party.

Authorized Signatories. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

Waiver. The failure or delay by a Party in enforcing, or insisting upon strict performance of, any provision of this Agreement does not constitute a waiver of such provision or in any way affect the enforceability of this Agreement (or any of its provisions) or deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of this Agreement. Any waiver by a party of any provision of this Agreement is effective only if in writing and signed by a duly authorized representative of such Party. Any written waiver authorized on one occasion is effective only in that instance and only for the specific purpose stated and does not operate as a waiver on any future occasion.

Entire Agreement; Modification. The Proposals, these Terms and Conditions, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to the Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding the Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party's employees, agents, representatives, or attorneys regarding the Agreement, except to the extent such representations are expressly set forth in the Agreement.

Exhibits. The following Exhibits are attached hereto and incorporated herein by reference: Exhibit 1. Definitions

Exhibit 1 Definitions

The following terms used in these Terms and Conditions shall have the meanings indicated:

Affiliate means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term "control" (including with correlative meanings, the terms "controlled by" and "under common control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by trust, management agreement, contract or otherwise.

Agreement means the Terms and Conditions, all Exhibits thereto, all executed Proposals, all Schedules thereto, which documents are incorporated into the "Agreement" by this reference.

Change Order means a document that amends the Proposal.

Claim means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies, however described or denominated.

Dispute means any dispute, controversy, or Claim, including situations or circumstances in which the Parties are required to mutually agree on additions, deletions or changes to terms, conditions, or Charges, arising out of, or relating to, the Agreement.

Exhibit means an attachment to these Terms and Conditions as such attachment may be amended.

Governmental Authority means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

Law means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law in Canada, any foreign country or any domestic or foreign state, county, city, province, or other political subdivision, including those promulgated, interpreted, or enforced by any Governmental Authority.

Losses means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable legal fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.

Terms and Conditions means the Terms and Conditions by and between the Parties effective as of the date of execution of the Proposal, and the attached Exhibits.

Person means an individual, corporation, limited liability company, unlimited liability company, partnership, trust, association, joint venture, unincorporated organization or entity of any kind or nature, or a Governmental Authority.

Proposal means a Proposal, entered into by the Parties describing the Services to be provided by RoomsRelay under that Proposal and the attached Schedules.

Services means (i) services, functions, responsibilities, activities, tasks and projects to be performed by RoomsRelay set forth in the Proposal, as they may evolve and be supplemented and enhanced during the Term; (ii) the functions, responsibilities, activities, tasks and projects not specifically described in the Proposal as a part of Services which are required for the proper performance and provision of the Services or are an inherent part of, or necessary subpart included within, the Services; (iii) services, functions, responsibilities, activities, tasks and projects that are of a nature and type that would ordinarily be performed by a company in the Customer's industry sector, even if not specifically described in the Proposal; and (iv) services, functions, responsibilities, activities, tasks and projects routinely performed by the Customer personnel and subcontractors who are transitioned to RoomsRelay, displaced or whose functions were displaced as a result of the Agreement, even if not specifically described in the Proposal.

Talent means the individual connected to the Customer by RoomsRelay for the purpose of performing the Services.

Tax means federal, state, provincial and local sales, goods and services, harmonized sales, value added, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes, duties or fees imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax.

Third Party means a business or entity other than the Customer or RoomsRelay or any of their respective Affiliates.