Terms and Conditions

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of http://hackangels.com and other domains and sub-domains ("Website"), including all content made available through the online service (collectively the "Service").

BY USING OUR WEBSITE AND SERVICE, YOU, THE USER ("YOU" OR "YOUR"), REPRESENT AND WARRANT THAT: 1. YOU ARE AT LEAST 18 YEARS OLD; AND 2. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.

IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF AN ORGANIZATION, YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND 9819932 CANADA INC.

AMENDMENTS

AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. WE MAY NOTIFY YOU OF ANY SIGNIFICANT CHANGES TO THESE TERMS BY SENDING A NOTICE TO THE EMAIL ADDRESS REGISTERED IN YOUR ACCOUNT, OR BY PLACING A NOTICE ON OUR WEBSITE.

About Our Service

As a portal that facilitates the connection of users, between both freelancers (Freelancers) and their customers (Customers), we are not a party to any agreement between Customers and Freelancers for work to be performed, whether that agreement is formed via the Service or elsewhere. All freelancers are independent contractors and are not employees.

Whether you are a Customer, Freelancer or both, you are responsible for compliance with all applicable laws, including laws applicable to any services you provide.

Registration

To use the Service, you must apply for and register an account. In order to establish an account, you will be required to provide certain personal information and business contact information as set out in our Privacy Policy, these Terms and on the Service. You hereby further represent and warrant that: • You are at least 18 years old; • All information provided to us, whether at the time you established your account or • thereafter, is true, accurate and not misleading; • If you are registering as a Freelancer, you are legally entitled to work in Canada.

We may also allow you to create such accounts via third-party providers such as Google, Facebook, LinkedIn, and others. If you elect to establish your account via one or more third-party provider, you agree to permit us to collect the personal information such third-party sends us to establish your account.

Upon establishing a user account with us, we hereby grant you a worldwide, non-transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke said license and your access to our Website and Service without cause or justification. We further reserve the right to place your account on hold pending any application, background check or verification processes, complaints, dispute resolution or any other reason.

Freelancer Consent to Verification Processes

If you are applying for a Freelancer account, you consent and permit us to conduct background checks and verification checks via third-party providers. The results of the background checks may impact whether you are eligible to use the Service and whether we permit your account application to become a Freelancer registered on the Service.

Freelancer Relationship

You agree that as a Freelancer on our Service, you are providing your services as an independent contractor and not as an employee or partner. Our Service merely facilitates a connection and relationship between you and persons registered on our Service as a Customer. Accordingly: • You agree that neither we, nor our affiliated entities or partners, shall have any liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums, pension plan contributions, benefits or any other deductions or withholdings on any amounts paid by us to you; • You are responsible for reporting any and all income to the relevant authorities in your home (or any other applicable) jurisdiction; • You agree that you are responsible for collecting and remitting any and all sales taxes, including GST/HST applicable; • You agree to indemnify us and our directors, officers, affiliates, partners and employees from any and all claims, penalties, fees or other liabilities in respect of your failure to withhold and/or remit any taxes, employment insurance premiums, pension plan contributions or similar deductions or withholdings; • You are free to provide services to other customers who have not contacted you through the Service; • You shall supply and use your own equipment necessary to effectively provide your services; and

Freelancers must track their time in which they provide their services to a Customer. To be eligible for payment, a Freelancers time must be tracked using the Service. If any disputes arise which require changes to the start or stop time, they must be raised with us directly for resolution.

As a Freelancer, you agree that all services you perform for a Customer you connect with as a result of the Service must and will be processed through the Service. You will be responsible for paying any and all fees or expenses we incur, including but not limited to reasonable legal fees, to recuperate any loss of revenues or other damages arising from your breach of such obligation.

You acknowledge and agree that we use third-party payment processors for all credit card and related billing and payment charges and your personal and credit card information is provided to them when you establish an account.

Amendments

If any information or terms posted to the Website or Service concerning fees, tax, discounts, refunds or cancellations are posted in error, we reserve the right to amend those terms.

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE AND ACKNOWLEDGE THAT:

• WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. • WHILE WE TAKE CERTAIN MEASURES TO SCREEN ACCOUNT ACCESS TO POTENTIAL FREELANCERS, INCLUDING, FOR EXAMPLE, BACKGROUND CHECKS PREPARED BY THIRD-PARTIES, YOU ACKOWLEGE THAT SUCH MEASURES MAY NOT BE EXHAUSTIVE OR REVEAL ALL DETAILS OF A FREELANCERS PAST OR UNLAWFUL CONDUCT. IF YOU REGISTERED AS A CUSTOMER, YOU ARE RESPONSIBLE FOR VETTING AND CONDUCTING YOUR OWN DUE DILIGENCE ON ANY FREELANCER YOU HIRE THROUGH THE SERVICE. • WE PROVIDE NO ASSURANCES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, TIMING, OR LEGALITY OF THE SERVICES ACTUALLY DELIVERED BY THE FREELANCERS OR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF ANY CUSTOMERS OR FREELANCERS. • WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE, NOR DO WE HAVE CONTROL OVER THE QUALITY, TIMING, PROVISION OR FAILURE TO PROVIDE, OR ANY ASPECT WHATSOEVER, OF THE WORK YOU, AS A CUSTOMER OR OTHER USER HIRE A FREELANCER TO PERFORM VIA THE SERVICE.

DISCLOSURE OF INFORMATION PURSUANT TO LEGAL PROCESS

WE RESERVE THE RIGHT TO PROVIDE YOUR CONTENT AND INFORMATION (INCLUDING BUT NOT LIMITED TO YOUR PERSONAL AND BUSINESS INFORMATION) UPLOADED OR COLLECTED BY OUR WEBSITE OR SERVICE TO THIRD-PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER. LIMITATION OF LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, AMONG OTHER THINGS (I) YOUR VIOLATION OF THESE TERMS.

Proprietary Rights

All contents of the Website and Service including, but not limited to, the software code, is the property of 9819932 Canada Inc. and/or our independent providers of content ("ICPs") with all rights reserved.

Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of 9819932 Canada Inc., including our logos, without our express permission.

In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third-party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms.

The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at [email protected] While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.

Governing Law

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province and, to the extent permitted, without regard to any conflict of laws provisions.

You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Termination

Please contact us to learn more about cancelling your account, you can stop using our Website and Service at any time. We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice.

Your cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of 9819932 Canada Inc., or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of 9819932 Canada Inc.