SERVICE AGREEMENT

SERVICE PROVIDER AGREEMENT This service provider agreement and the Schedules attached hereto (collectively, this Agreement) is made as of the latest date of signature, electronic or otherwise, appearing below (the Effective Date) between  THE SERVICE PROVIDER (the Service Provider) and Märet Corporation, with offices at  IBM Innovation Space – MCC 3600 Steeles Ave. East , A-A104, Markham, ON, L3R 9Z7. (the Company). Service Provider and Company are each referred to as a Party and together referred to as the Parties. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES BELOW AND OTHER GOOD AND VALUABLE CONSIDERATION THE SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

  1. Term:

This Agreement shall enter into force as of the Effective Date and remain effective until terminated by agreement of the Parties. Either Party shall have the right to terminate this Agreement, subject to the termination provisions set out in Article 7 below.

  1. Services to be Provided by the Service Provider:

The Service Provider shall use his or her best efforts and abilities to perform the services offered and advertised on the Platform (as described in the Terms of Use) by the Service Provider (the Services). The Service Provider represents and warrants that: (a) s/he has the necessary knowledge, skills, qualifications, licences and liability insurance coverage to provide the required services; and (b) the Services will be performed in a competent and professional manner and in compliance with all applicable laws and regulations.

  1. Support to Service Provider:

The Service Provider agrees that the Company shall not be responsible for providing an office, a vehicle, equipment, tools, administrative support, licensing fees, insurance coverage or other expenses in order for him or her to provide the Services.

  1. Payment and Taxes:

The Company serves as a limited payment collection agent of a Service Provider and is authorized to collect payment on behalf of the Service Provider. Payment made by the user who receives and pays for the services offered through the Platform (a Customer) in connection with the Services offered by Service Providers shall be considered the same as a payment made directly to a Service Provider. As a Service Member, you hereby appoint the Company as your limited payment collection agent solely for the purpose of accepting payment from Customers in connection with the Services. You agree that payment made to the Company shall be considered the same as a payment made directly to you. You further understand that, as a limited payment collection agent for its Service Providers, the Company’s obligation to you, as the Service Provider, is subject to and conditional upon successful receipt of payment from the Customer. In accepting appointment as your limited payment collection agent, the Company assumes no liability for your acts or omissions in your capacity as the Service Provider. As Service Provider, you are solely responsible for determining your own tax reporting and sales tax collection requirements in consultation with tax advisers, and that the Company cannot and does not offer specific tax advice. All sales on the Platform are final and non-refundable, except as otherwise specified herein. As consideration for providing and maintaining the Platform, Company shall retain a portion of the payment (Service Charge) received from Customer upon fulfillment of Services by Service Provider. The Service Charge will be communicated to Service Provider when the Service(s) is advertised on the Platform.

  1. Insurance:

Unless advised otherwise by Company, the Service Provider is solely responsible for maintaining at least the minimum insurance coverage as required by law, including insurance through the Workplace Safety and Insurance Board, if applicable.

  1. Background Check

Service Provider agrees to provide the Company with a criminal background check from an authorized institution (Background Check) prior to offering Services on the Platform. Service Provider may elect to obtain a Background Check through Sterling Talent Solutions Inc. at www.sterlingtalentsolutions.ca/socio upon the Company’s recommendation.

  1. Termination:

This Agreement may be terminated by the Company without notice to the Service Provider upon the occurrence of default, which includes, but is not limited to:

  1. the Service Provider fails to perform or discharge the obligations under this Agreement or fails to comply with any provision under this Agreement; or
  2. the Service Provider commits any dishonest, negligent, tortuous, fraudulent or illegal act or omission in the performance of the Services under this Agreement.

Upon termination of this Agreement, the Service Provider will no longer be able to use the Platform to offer Services.

  1. Indemnification:

The Service Provider agrees to indemnify, hold harmless and defend the Company and its employees against all claims, liabilities, losses, expenses, fines, penalties, taxes or damages (collectively, Liabilities) asserted by any third party where such Liabilities result from: (i) the Service Provider committing any dishonest, negligent, tortuous, fraudulent or criminal act or omission in the performance of the Services under this Agreement; or (ii) the Service Provider’s breach of any representation or warranty made by the Service Provider under this Agreement.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY, BE LIABLE TO SERVICE PROVIDER, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE PLATFORM, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT  (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).

  1. Non-Disclosure:

The Service Provider, during the term of this Agreement or any time thereafter, shall not disclose, except as required by law, any secret or confidential information concerning the Company, its operations, The Company’s employees, the Company’s suppliers or customers, including any information in whatever form or medium (and includes any copies of such information that is:  (a) proprietary or confidential to the Company or its affiliated companies or to their respective customers, suppliers or other business partners including, without limitation, information, designs, know-how, trade secrets, configurations, business plans, pricing, go-to-market strategies, marketing strategies, technology or intellectual property rights, in whatever form or media; (b) is either specifically identified as confidential, or would generally be considered confidential in the industry of the Company; and (c) directly or indirectly disclosed or to which the Service Provider is otherwise provided access by the Company or on the Company’s behalf which includes without limitation, information created, discovered, developed, or made known to Service Provider or by Service Provider during the period of Service Provider’s engagement by Company (together, Confidential Information). For greater clarity, Confidential Information shall include: (i) Feedback, Improvements and Company Technology; and (ii) in relation to any discussions relating to patent rights, any lists of prior art identified by the Company as a result of the Company expending time and/or money. Information that the Service Provider can establish: (a) was lawfully in the Service Provider’s possession before providing Services to the Company and was not disclosed to Service Provider by or on behalf of Company; or (b) is or becomes a matter of public knowledge through no fault of the Service Provider, shall not be considered Confidential Information under this Agreement. In the event that the Service Provider violates this provision, the Company may terminate this Agreement without notice. The Service Provider will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as the Service Provider protects its own confidential or proprietary information of a similar nature and with no less than the greater of reasonable care and industry-standard care. For greater clarity, the Service Provider agrees that except to the extent that the Company is expressly precluded by law from prohibiting the Service Provider from doing so, the Service Provider shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials, information, products, models, software, prototypes or other items to which the Service Provider is provided access by or on behalf of the Company, unless explicitly directed in writing by the Company to do so.

  1. Intellectual Property

The Service Provider agrees that all Company technology, which shall include all inventions, intellectual property (including, but not limited to, any patents, copyright, trade secrets, industrial designs and trademarks), technologies, marketing strategies, go-to-market strategies, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, modifications, improvements, processes, audio or visual works and other works or authorship, whether or not registrable, and which the Service Provider makes, discovers, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during the performance of Services, or where such technology is based upon or utilizes in any way any Company Confidential Information, shall be owned exclusively by the Company (Company Technology). The Service Provider may from time to time provide to the Company feedback or suggestions  regarding the Company’s products, services or Confidential Information, which may include suggestions for, or feedback concerning, improvements, modifications, corrections, enhancements, derivatives or extensions, as well as branding and other ideas (Feedback). It is agreed that the Company shall have a perpetual, royalty free, exclusive, and transferable license to use such Feedback without further consideration to be paid to Service Provider. The Company receiving Feedback may develop technology, modifications, correction, enhancements, derivatives or extensions (Improvements), and further may also develop branding elements, based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property, shall be owned exclusively by the Company.  

  1. Independent Contractor:

In performing the Services, the Service Provider agrees and acknowledges that he or she is an independent contractor under this Agreement. Nothing contained herein shall be deemed or construed to create an employer/employee relationship or any partnership or joint venture between the Service Provider and the Company. Neither party shall acquire by virtue of this Agreement any right, capacity or power to act as an agent for the other or to bind the other to any other person, firm or corporation, except with the express written consent of the other if necessary to carry out the purpose and intent of this Agreement.

  1. Non-Exclusivity:

The Company agrees that the Service Provider’s services hereunder are non-exclusive and the Service Provider shall be entitled to enter into contracts for service with other proprietors from time to time.

  1. Representations and Covenants:

The Service Provider represents and warrants that s/he has all such rights and powers as are necessary to enter this Agreement. The Service Provider further represents and warrants that it is not a party to and agrees not to enter into any agreement or business relationship, or to incur any obligations, which may be in conflict with this Agreement. The Service Provider further represents to the Company that:

  1. the Service Provider’s performance of the Services shall not breach any non competition agreement, non solicitation agreement or any agreement to keep confidential the proprietary information of any present or prior client, employer or proprietor of the Service Provider or any third party;
  2. the Service Provider shall not use in the performance of the Services any confidential materials or documents of any present or prior client, employer or contractor of the Service Provider or other third party;
  3. the Service Provider is not a party to any agreement or obligation with any third party, which conflicts with any obligations of the Service Provider under this Agreement;
  4. the Service Provider is not engaged in any illegal activity and will not take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Platform, including content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offence, or conduct that would give rise to civil liability or violate any law; and
  5. the Service Provider has read and understood the Company’s Terms of Use and Privacy Policy and understands this Agreement is subject to these Terms of Use and Privacy Policy.

 

  1. Non-Assignability:

The Service Provider shall not assign, transfer or subcontract this Agreement or any of its rights or obligations hereunder without the express written consent of the Company.

  1. General Provisions:

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, however, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provisions shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement contains the entire understanding between the Service Provider and the Company concerning the matters addressed herein. Any modification to this Agreement must be in writing, signed by the Service Provider and the Company. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance or termination of this Agreement.  Without limiting the generality of the foregoing, the provisions of Sections 8, 9, 10, 11 and 18 hereof shall survive any expiration, termination or rescission of this Agreement

  1. Independent Advice:

The Service Provider acknowledges that s/he has had the opportunity to receive independent legal advice or such other advice as s/he has deemed necessary in relation to this Agreement. S/he further acknowledges that s/he understands his/her rights and obligations under this Agreement that s/he is voluntarily signing this Agreement, and accepts the terms of this Agreement.

  1. Applicable Law:

This Agreement shall be interpreted in accordance with the laws of the Province of Ontario, or the federal laws of Canada, as applicable.

  1. Electronic Documents

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of this Service Provider Agreement and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to this Service Provider Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. By signing up to Socio Pro, I agree to the terms and conditions of this Service Provider Agreement.  

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