Forteh

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Terms of Service

Client, Freelance, Fractional Platform Agreement Client Forteh Platform Agreement Last Modified: July 8, 2024

This Forteh Platform Agreement (this "Agreement") is a binding contract between you ("Client", "you", or "your") and Forteh Inc, ("Forteh", "we", or "us"). This Agreement governs your access to and use of the Forteh Platform (the “Platform”). THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DON NOT SELECT THE "I ACCEPT" BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. Definitions. “Access Credentials” means any username, identification number, password, security key, security token, personal identification number (PIN) or other security code, method, technology, or device used alone or in combination, to verify an individual’s identity and authorization to access and use the Services. “Active Service” has the meaning set forth in Section 2(d). "Aggregated Statistics" has the meaning set forth in Section 2(f). “Assessment” means self-assessment profiles of Freelancers | Fractional Professionals such as DiSC profiles, Myer’s Briggs, Insights, etc. “Authorized Representative” means Client’s employees, consultants, contractors, and agents (a) who are authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement; and (b) Client’s end-users for whom access to the Platform has been purchased hereunder by Client for their benefit. "Client Data" means information, data, Client IP, Client Confidential Information, Personal Information, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client through the Platform. For the avoidance of doubt, Client Data does not include any resultant data or any other information reflecting the access or use of the Platform by or on behalf of Client, including Aggregated Statistics. "Client IP" means all Intellectual Property provided to Forteh or any Freelancers | Fractional Professionals in connection with the use of the Platform, and for greater clarity includes any Iintellectual Property developed for the Client by any Freelancers | Fractional Professionals engaged through the Platform. “Credit Card Information” has the meaning set forth in Section 2(b)(iii). “Deliverables” means all documents, work product, and other materials that are delivered to Client under an Active Service or prepared by or on behalf of the Freelancer | Fractional in the course of performing any services for the Client. “Dispute” has the meaning set forth in Section 13. “Fees” means any amount paid to purchase Tokens as set forth in Section 3. “Fractional Professionals” means the various Fractional Professionals offering services specified on their Platform profiles who can be engaged by the Client through the Platform. “Fractional Services” has the meaning set forth in Section 2(c)(ii). “Freelancers” means the various Freelancers offering services specified on their Platform profiles who can be engaged by the Client through the Platform. “Freelance Projects” has the meaning set forth in Section 2(c)(i). "Forteh Data" means information, data, Forteh IP, Confidential Information, and other content, in any form or medium, that is contained on the Platform or submitted, posted, or otherwise transmitted by or on behalf of Forteh through the Platform. "Forteh IP" means the Platform and all Intellectual Property of Forteh provided to Client in connection with the foregoing. For the avoidance of doubt, Forteh IP includes Aggregated Statistics and any information, data, or other content derived from Forteh's monitoring of Client's access to or use of the Platform, but does not include Client Data or Freelancer | Fractional Data. “Intellectual Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “Personal Information” means any information that relates to an individual person and identifies or can be used to identify, locate, or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual, including, but not limited to (a) first and last name; (b) home or other physical address, including street name and name of city or town and/or province or territory; (c) email address or other online information, such as a username and password; (d) telephone number; (e) government-issued identification or other number; (f) financial or payment card account number; (g) date of birth; or (h) health information, and (i) any information that is combined with any of (a) through (h) above. "Platform" means the Forteh information technology infrastructure Platform provided and maintained by Forteh under this Agreement through which the Client may engage the services of the various Freelancers | Fractional Professionals. “Quote” has the meaning set out in Section 2(d). “Sales Taxes” means all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local government entity on any amount payable by the Client. “Services Terms” has the meaning set out in Section 2(d).

"Third-Party Payment Processor" means the Third-Party Payment Processor used to process the payment of any fees associated in connection with the use of the Platform, including Tokens. “Token” – has the meaning set forth in Section 3. Access and Use. Provision of Access. Subject to compliance with all other terms and conditions of this Agreement, Forteh hereby grants you a revocable right to access and use the Platform to create a profile and review the profiles of and engage the services of Freelancers | Fractional Professionals offering services through the Platform. In reviewing and assessing Freelancers | Fractional Professionals profiles on the Platform, the Client may not rely on or consider as a factor any Assessments included on a Freelancers | Fractional Professionals profile. Any Assessments included on a Freelancers | Fractional Professionals profile are for informational purposes only. Client Profile. The Client shall be solely responsible for ensuring the accuracy of all details included in and the professionalism of the Client Profile. Forteh will not and shall not be required to review the Client’s profile before the same is published on the Platform. The Client shall be responsible for generating and maintaining the security of the Access Credentials to allow you to access the Platform. The Client will not be able to engage the services of any Freelancer | Fractional Professional on the Platform unless the Client’s profile includes the following details, being the: Full legal name of the Client; Name and contact information, including a telephone number and email address, for the Authorized Representative of the Client; and Client’s credit card information, including the credit card number, expiry date, CVV or other security details, name on the credit card, and all other information necessary to process payments on the credit card (the “Credit Card Information”). Engagement of Freelancers | Fractional Professionals. The Client may engage the services of the Freelancers | Fractional professionals for the following, being: “Freelance Projects”, being the engagement of a Freelancers | Fractional Professionals to perform specific services to be completed in a specified period of time as a single project; or “Fractional Services”, being the engagement of a Freelancers | Fractional Professionals to perform specific services and/or general services of the type offered by said Freelancers | Fractional Professionals, with said services being performed on a regularly scheduled weekly, bi-weekly, monthly, or bi-monthly basis,. Process of Engagement. Once the Client has identified a Freelancer | Fractional Professional the Client wishes to engage, the Client will contact said Freelancer | Fractional professional on the Platform to discuss the provisions of services. It is the responsibility of the Client and the Freelancer | Fractional Professional to negotiate the services to be provided, whether the services are to be provided as a Freelance Project or as Fractional Services, the time period within which the services are to be completed and/or the frequency with which any Fractional Services are to be provided, and the fees to be paid for the services (collectively the “Services Terms”). Forteh will not and shall not be required to negotiate Services Terms on behalf of either the Client or the Freelancer | Fractional Professional. Once the Client and the Freelancer | Fractional Professional have agreed upon the Services Terms, the Freelancer | Fractional Professional shall be responsible to issue a quote to the Client incorporating the same (the “Quote”). . Upon acceptance of the Quote the Client and the Freelancer | Fractional Professional, shall be deemed to have entered into another agreement, separate from this Agreement, and the services shall be deemed to be an “Active Service”. For the avoidance of doubt, Forteh is not a party to the Active Service and the Active Service will be governed by the terms agreed upon by the Client and the Freelancer | Fractional Professional.Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Forteh may monitor Client's use of the Platform and collect and compile data and information related to Client's use of the Platform to be used by Forteh in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform, to improve the services and prevent, find, and fix problems with the operation of the Platform("Aggregated Statistics"). As between Forteh and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Forteh. You acknowledge that Forteh may compile Aggregated Statistics based on Client Data input into the Platform. You agree that Forteh may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. Use of Client Data. As provided in Section 2(f) above, Forteh will only use Client Data that has been anonymized and aggregated, so that it cannot be used to identify any individual person. Forteh will not use Client Data provided by Client for any other commercial purposes without Client’s consent. . For the avoidance of doubt, Forteh will not be liable for Client Data shared by Client or an Authorized Representative directly with a third party to complete an Active Service.
Fees and Payment.: Payments shall be made via Tokens purchased by the Client on the Platform to make a connection with Freelancers | Fractional Professionals on the following terms: The hourly rates for Freelancers | Fractional Professionals are posted on the Platform. There are no Platform Service Fees associated with Active Service. Each level of roles on the Platform (“Connections”) is based on a number of tokens to be purchased and attached to each Connection (“Token”). The Client purchases Tokens on the Platform to make a Connection with a Freelancers | Fractional Professionals. The Client is charged the Token amount when the Freelancers | Fractional Professionals connects with the Client. In the event the Freelancers | Fractional Professionals declines the Connection, the Token amount is returned to the Client to make another Connection with another Freelancers | Fractional Professionals. Once a Connection is accepted by both the Freelancers | Fractional Professionals and the Client, it becomes an Active Service, All payments for Tokens are non-refundable and non-cancelable. (b) The Client and the Freelancers | Fractional Professionals shall be responsible for determining the fees payable on an Active Service. to which Forteh is not a party. (c) Once the Connection is made, any Active Service shall be on the terms negotiated by both the Freelancers | Fractional Professionals and the Client. The Client shall pay all Fees and Sales Taxes related to the Platform through the Third-Party Payment Processor, currently Stripe Inc., although Forteh reserves the right to change third-party payment processors from time to time upon thirty (30) days’ notice to the Client, which shall process the Credit Card Information for payment of the same. All payments related to the Platform are non-refundable and non-cancelable. The Client shall agree to any terms and conditions imposed on the processing of the Credit Card Information by the Third-Party Payment Processor. Should a dispute arise out of or related to the processing of the Credit Card Information by the Third-Party Payment Processor, the Client shall resolve the same directly with the Third-Party Payment Processor and shall not include Forteh as a party in any negotiations, mediation, arbitration, court proceedings, or other dispute resolution mechanism. The Client shall indemnify and hold Forteh, its directors, officers, employees, contractors, subcontractors, and agents, harmless against any claim for loss, debt, demand, cost, damage, action, suit, or proceeding whatsoever arising from or related to the processing of the Credit Card Information by the Third-Party Payment Processor. Should the Client’s credit card be declined when the Third-Party Payment Processor attempts to process the Credit Card Information, the Client shall not be able to purchase Tokens on the Platform. Confidential Information. From time to time during the Term, Forteh, the Freelancer | Fractional Professional, and the Client may disclose or make available to the other parties information about their respective business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Each party acknowledges that its breach or threatened breach of this Section 5 may result in irreparable harm to the other party that cannot be adequately relieved by monetary damages alone. Accordingly, the parties agree that the non-breaching party may seek any applicable equitable remedies from a court, including injunctive relief. Privacy Policy. Forteh complies with its privacy policy available at [URL] ("Privacy Policy"), in providing the Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all Intellectual Property rights, in and to the Platform and the Forteh IP and (b) you own all right, title, and interest, including all Intellectual Property rights, in and to Client Data including the Client IP. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. Limited Warranty and Warranty Disclaimer. Forteh warrants that it provides the Platform using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND FORTEHSTRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO: THE APPROPRIATENESS, QUALITY, AND VALUE OF THE SERVICES PROVIDED BY THE FREELANCERS | FRACTIONAL PROFESSIONALS THE USE, QUALITY, AND VALUE OF THE DELIVERABLES PROVIDED BY THE FREELANCER AND FRACTIONAL PROFESSIONALS THE SKILLS, EXPERTISE AND QUALIFICATIONS OF THE FREELANCERS | FRACTIONAL PROFESSIONALS THE ACCURACY OF THE FREELANCER | FRACTIONAL PROFILES ON THE PLATFORM; THE FREELANCERS’ AND FRACTIONAL PROFESSIONALS INSURANCE COVERAGE; THE FREELANCERS’ AND FRACTIONAL PROFESSIONALS STANDING IN ANY PROFESSIONAL BODIES OF WHICH THEY MAY BE A MEMBER; AND THE FREELANCERS’ | FRACTIONAL PROFESSIONAL’S FOLLOWING OF ANY APPLICABLE STATUES, REGULATIONS, OR RULES IMPOSED UPON THEM IN PROVIDING THE SERVICES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND FORTEH SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FORTEH MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY SERVICES PROVIDED THROUGH THE PLATFORM OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. Without limiting the foregoing, Client assumes sole responsibility and liability for results obtained from use of the Platform and for conclusions drawn from such use by Client, Forteh shall have no liability for any claims, losses or damages caused by errors or omissions in any information provided to Forteh by Client or Authorized Representative or any actions taken by Forteh at Client’s direction. Should a dispute arise out of or related to the provision of services by a Freelancer or Fractional Professional, the Client shall resolve the same directly with the Freelancer or Fractional professional and shall not include Forteh as a party in any negotiations, mediation, arbitration, court proceedings, or other dispute resolution mechanism. The Client shall indemnify and hold Forteh, its directors, officers, employees, contractors, subcontractors, and agents, harmless against any claim for loss, debt, demand, cost, damage, action, suit, or proceeding whatsoever arising from or related to the provision of services by a Freelancer or Fractional Professional. LIMITATIONS OF LIABILITY. IN NO EVENT WILL FORTEH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FORTEHWAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FORTEH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FORTEH FOR THE TOKENS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Term and Termination. Term. The term of this Agreement begins on the Effective Date and terminates when a Connection is made. Once a Connection is made with a Freelancer | Fractional Professional and an Active Service commences, this Agreement is automatically terminated as of the date of the Active Service. Termination. This Agreement terminates automatically when the Client and Freelancer | Fractional Professional enter into an Active Service. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. In the event of a termination by either party any Fees paid by the Client is non-refundable whether or not a connection is made with a Freelancer | Fractional Professional. Survival. Sections 5, 6-10, 12 and 13, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. Generative AI Disclaimer: Forteh recognizes that the use of generative AI tools, such as ChatGPT ("AI Tools") may be used in whole or in part in creating the Platform and offering services through the Platform. This may contain certain errors or inaccuracies and should not be relied upon as a substitute for professional advice. Force Majeure. Forteh shall not be liable or responsible to the Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Forteh including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, lock-outs, strikes, or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, the Client shall be entitled to give notice in writing to Forteh to terminate this Agreement. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through [email protected]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms. Governing Law. This Agreement and all related documents including all appendices attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Exclusive Dispute Resolution Mechanism. The parties shall resolve any dispute, controversy, disagreement, or claim arising out of, relating to or in connection with this Agreement, or the breach, termination, existence, or invalidity hereof (each, a "Dispute"), under the provisions of this Section 14. The procedures set forth in this Section14 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and Section 14(a) is an express condition precedent to binding arbitration of the Dispute. Mediation. In first instance, the parties shall submit a Dispute to any mutually agreed upon mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties, unless otherwise agreed or later directed by an arbitrator. The place of the mediation shall be the City of Calgary, in the Province of Alberta. The parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Arbitration as a Final Resort. If after participating in mediation, the Parties cannot resolve a Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, either Party may commence binding arbitration in accordance with the provisions of Alberta Arbitration Act, RSA 2000, c A-43. The following provisions shall govern any arbitration hereunder: The legal seat of arbitration shall be the City of Calgary, in the Province of Alberta. There shall be one arbitrator agreed to by the Parties within twenty (20) days of receipt by the respondent of the request for arbitration or, in default thereof, three arbitrators with one arbitrator being appointed by each Party within twenty (20) days of receipt by the respondent of the request for arbitration and the third, presiding, arbitrator shall be appointed by agreement of the two Party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator. The Parties shall equally share the fees of the arbitrator(s) and the facility fees, unless otherwise stated in a provision contained in this Agreement or otherwise order by the arbitration panel. Any decision of the arbitrator/two of the three arbitrators shall be final and binding on the Parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. The governing law of the arbitration shall be the law of the Province of Alberta. The arbitration procedures, hearings, documents, and award shall remain strictly confidential between the parties. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, other than any agreements entered into between the parties in relation to any Active Services. Any notices to us must be sent to us at [email protected], and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Freelance | Fractional Forteh Platform Agreement Last Modified: July 8, 2024.

This Forteh Platform Agreement (this "Agreement") is a binding contract between you ("Freelancers | Fractional Professionals", “Fractional” "you", or "your") and Forteh Inc. ("Forteh", "we", or "us"). This Agreement governs your access to and use of the Forteh Platform (the “Platform”). THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM (the "Effective Date"). BY CLICKING ON THE "I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT SELECT THE “I ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. Definitions. “Access Credentials” means any username, identification number, password, security key, security token, personal identification number (PIN) or other security code, method, technology, or device used alone or in combination, to verify an individual’s identity and authorization to access and use the Services. “Active Service” has the meaning set forth in Section 2(d). "Aggregated Statistics" has the meaning set forth in Section 2(f). “Assessment” means self-assessment profiles of Freelancers | Fractional Professionals such as DiSC profiles, Myer’s Briggs, Insights, etc. “Authorized Representative” means Client’s employees, consultants, contractors, and agents (a) who are authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement; and (b) Client’s end-users for whom access to the Platform has been purchased hereunder by Client for their benefit. “Client” means the various Clients using the Platform to review Freelancers | Fractional Professionals and Fractional profiles and engage Freelancers | Fractional Professionals and Fractional Pros to perform various services. "Client Data" means information, data, Client IP, Client Confidential Information, Personal Information, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client through the Platform. For the avoidance of doubt, Client Data does not include any resultant data or any other information reflecting the access or use of the Platform by or on behalf of Client, including Aggregated Statistics. "Client IP" means all Intellectual Property provided to Forteh or the Freelancers | Fractional Professionals and Fractional Pro in connection with the use of the Platform, and for greater clarity includes any Intellectual Property developed by the Freelancers | Fractional Professionals or Fractional Pro for a Client who has engaged them through the Platform. “Competing Clients” has the meaning set out in Section 7(a). “Credit Card Information” shall mean the credit card number, expiry date, CVV or other security details, name on the credit card, and all other information necessary to process payments on the credit card. “Deliverables” means all documents, work product, and other materials that are delivered to Client under an Active Service or prepared by or on behalf of the Freelancers | Fractional Professionals in the course of performing any services for the Client. “Dispute” has the meaning set out in Section 17. “Fees” means collectively any amount paid to purchase Tokens as set forth in Section 3 or the Platform Use Fee. “Fractional Services” has the meaning set forth in Section 2(c)(ii). “Freelance Projects” has the meaning set forth in Section 2(c)(i). "Freelancers | Fractional Professionals Data" means, other than Aggregated Statistics, information, data, Freelancers | Fractional Professionals IP, Freelancers | Fractional Professionals Confidential Information, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Freelancers | Fractional Professionals through the Platform. "Freelancers | Fractional Professionals IP" means all intellectual property provided to Forteh or any Client in connection with the use of the Platform, and for greater clarity does not include any intellectual property developed by the Freelancers | Fractional Professionals for a Client who has engaged them through the Platform. “Freelancers | Fractional Professionals Profile” has the meaning set forth Section 2(a). "Forteh Data" means information, data, Forteh IP, Forteh Confidential Information, and other content, in any form or medium, that is contained on the Platform or submitted, posted, or otherwise transmitted by or on behalf of Forteh through the Platform. "Forteh IP" means the Platform and all Intellectual Property of Forteh provided to Client in connection with the foregoing. For the avoidance of doubt, Forteh IP includes Aggregated Statistics and any information, data, or other content derived from Forteh’s monitoring of Client's access to or use of the Platform, but does not include Client Data or Freelancers | Fractional Professionals | Fractional Data. “Intellectual Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “Personal Information” means any information that relates to an individual person and identifies or can be used to identify, locate, or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual, including, but not limited to (a) first and last name; (b) home or other physical address, including street name and name of city or town and/or province or territory; (c) email address or other online information, such as a username and password; (d) telephone number; (e) government-issued identification or other number; (f) financial or payment card account number; (g) date of birth; or (h) health information, and (i) any information that is combined with any of (a) through (h) above. "Platform" means the Forteh information technology infrastructure Platform provided and maintained by Forteh under this Agreement through which the Client may engage the services of the various Freelancers | Fractional Professionals . “Platform Use Fee” means the fee charged by Forteh to the Freelancers | Fractional Professionals| for the use of the Platform, as set out in more detail below in Section 4(a). “Potential Conflict of Interest” has the meaning set forth in Section 7(b). “Quote” has the meaning set out in Section 2(d). “Sales Taxes” means all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local government entity on any amount payable by the Client. ““Services Terms” has the meaning set out in Section 2(d). "Third-Party Payment Processor" means the Third-Party Payment Processor used to process the payment of any fees associated in connection with the use of the Platform, including the Platform Use Fees, and Token. The Third-Party Payment Processor is currently Stripe, although Forteh reserves the right to change third-party payment processors upon thirty (30) days’ notice to the Freelancers | Fractional Professionals. “Token” – has the meaning set forth in Section 3. Access and Use. Provision of Access. Subject to compliance with all other terms and conditions of this Agreement, Forteh hereby grants you a revocable right to access and use the Platform to create a profile (a “Freelancers | Fractional Professionals Profile”) to offer and provide services to the Clients who engage you through the Platform. Unless this Agreement is otherwise terminated and the right to access and use the Platform revoked, the Freelancers | Fractional Professionals Profile shall remain on the Platform indefinitely once it has been published. Freelancers | Fractional Professionals Profile. The Freelancers | Fractional Professionals shall be solely responsible for ensuring the accuracy of all details included in and the professionalism of the Freelancers | Fractional Professionals Profile and for updating the same. Forteh will not and shall not be required to review the Freelancers | Fractional Professionals profile before the same is published or updated on the Platform. The Freelancers | Fractional Professionals hereby acknowledges that should they choose to include any Assessments on their Freelancers | Fractional Professionals | Platform, it is possible that a potential Client chooses not to engage the Freelancers | Fractional Professionals because of the Assessment, notwithstanding that the Clients have been informed the Assessments are included for informational purposes only and that Clients are not permitted to rely on the Assessments when deciding whether or not to retain a Freelancers | Fractional Professionals. The Freelancers | Fractional Professionals shall be responsible for generating and maintaining the security of the Access Credentials to allow you to access the Platform. The Freelancers | Fractional Professionals will not be able to offer or provide any services to any Clients on the Platform unless their Freelancers | Fractional Professionals Profile includes the following details, being the: Public Details, published to anyone with access to the Platform, which include: Full legal name of the Freelancers | Fractional Professionals; Description of the servicers the Freelancers | Fractional Professionals is offering; and Name and contact information, including a telephone number and email address, for the Authorized Representative of the Freelancers | Fractional Professionals; and Private Details, which will only be visible to Forteh, which include: Confirmation that the Freelancers | Fractional Professionals is a member in good standing of any professional bodies which regulate the industry under which the Freelancers | Fractional Professionals is offering services; Confirmation of the required Insurance policies as set out below in Section 8; Engagement of Freelancers | Fractional Professionals. The Clients may engage the services of the Freelancers | Fractional Professionals for the following, being: “Freelance Projects”, being the engagement of the Freelancers | Fractional Professionals to perform specific services to be completed in a specified period of time as a single project; or “Fractional Services”, being the engagement of the Freelancers | Fractional Professionals to perform specific services and/or general services of the type offered by said Freelancers | Fractional Professionals, with said services being performed on a regularly schedule weekly, bi-weekly, monthly, or bi-monthly basis. Process of Engagement. Once a Client has identified that they wish to engage the Freelancers | Fractional Professionals, the Client will contact the Freelancers | Fractional Professionals on the Platform to discuss the provisions of services. It is the responsibility of the Client and the Freelancers | Fractional Professionals to negotiate the services to be provided, whether the services are to be provided as a Freelance Project or as Fractional Services, the time period within which the services are to be completed and/or the frequency with which any Fractional Services are to be provide, and the fees to be paid for the services (collectively the “Services Terms”). Forteh will not and shall not be required to negotiate Services Terms on behalf of either the Clients or the Freelancers | Fractional Professionals. Once the Client and the Freelancers | Fractional Professionals have agreed upon the Services Terms, the Freelancers | Fractional Professionals shall be responsible to issue a quote to the Client incorporating the same (the “Quote”). Upon acceptance of the Quote, the Client and the Freelancers | Fractional Professionals, shall be deemed to have entered into another agreement, separate from this Agreement, and the services shall be deemed to be an “Active Service”. For the avoidance of doubt, Forteh is not a party to the Active Service and the Active Service will be governed by the terms agreed upon by the Client and the Freelancer | Fractional Professional. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Forteh may monitor the Freelancers | Fractional Professionals' use of the Platform and collect and compile data and information related to the Freelancers | Fractional Professionals' use of the Platform to be used by Forteh in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform to improve the services and prevent, find, and fix problems with the operation of the Platform ("Aggregated Statistics"). As between Forteh and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Forteh. You acknowledge that Forteh may compile Aggregated Statistics based on Freelancers | Fractional Professionals Data input into the Platform. You agree that Forteh may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. Use of Freelancers | Fractional Professionals' Data. As provided in Section 2(e) above, Forteh will not use Freelancers | Fractional Professionals' Data provided by Freelancers | Fractional Professionals for any other commercial purposes without Freelancers | Fractional Professionals' consent. For the avoidance of doubt, Forteh will not be liable for Freelancers | Fractional Professionals' Data shared by Freelancers | Fractional Professionals directly with a third party to complete an Active Service. Client Fees and Payment.: Payments shall be made via Tokens purchased by the Client on the Platform to make a connection with Freelancers | Fractional Professionals on the following terms: The hourly rates for Freelancers | Fractional Professionals are posted on the Platform. There are no Platform Service Fees associated with Active Service. Each level of roles on the Platform (“Connections”) is based on a number of tokens to be purchased and attached to each Connection (“Token”). The Client purchases Tokens on the Platform to make a Connection with a Freelancer | Fractional Professional. The Client is charged the Token amount when the Freelancer | Fractional Professional connects with the Client. In the event the Freelancer | Fractional Professional declines the Connection, the Token amount is returned to the Client to make another Connection with another Freelancer | Fractional Professional. Once a Connection is accepted by both the Freelancer | Fractional Professional and the Client, it becomes an Active Service, All payments for Tokens are non-refundable and non-cancelable. The Client and the Freelancer | Fractional Professional shall be responsible for determining the fees payable on an Active Service, to which Forteh is not a party; Once the Connection is made, any Active Service shall be on the terms negotiated by both the Freelancers | Fractional Professionals and the Client. The Client shall pay all Fees and Sales Taxes related to the Platform through the Third-Party Payment Processor which shall process the Credit Card Information for payment of the same. All payments related to the Platform are non-refundable and non-cancelable. For greater clarity, only the Sales Taxes payable on Tokens shall be collected as Fees in a single transaction charged on the Client’s Credit Card and the Third-Party Payment Processor shall direct deposit the Token Fee and appropriate Sales Taxes thereon to Forteh’s account. The Freelancers | Fractional Professionals’s fees shall be paid directly to the Freelancers | Fractional Professionals by the Client upon completion of the Active Service.
Freelancers | Fractional Professionals | Fractional Fees and Payment.: As of the date of this Agreement, the Freelancers | Fractional Professionals is granted a revocable right to access and use the Platform to create a Profile to offer and provide services to the Clients who engage you through the Platform free of charge, however, Forteh reserves the right to institute a platform use fee, in an amount to be determined by Forteh in its sole and unfettered discretion, upon thirty (30) days’ notice to the Freelancers | Fractional Professionals, which thereafter will be charged to the Freelancers | Fractional Professionals Credit Card on the last day of every month (the “Platform Use Fee”). Should Forteh institute a Platform Use Fee, the Freelancers | Fractional Professionals shall be required to update their Profile to include their Credit Card Information within thirty (30) days of the date Forteh informed the Freelancers | Fractional Professionals that the Platform Use Fee would be instituted, failing which, Forteh shall be at liberty to, but shall not be required to, suspend or terminate the Freelancers | Fractional Professionals’ access to the Platform. All payments of the Platform Use Fee shall be non-refundable and non-cancelable. The Freelancers | Fractional Professionals shall reimburse Forteh all costs incurred by them in collecting any late payments or interest, including legal fees on a solicitor and his own client basis, mediation, arbitration, and court costs, and collection agency fees. The Client shall pay all Active Service fees directly to the Freelancers | Fractional Professionals. The Freelancers | Fractional Professionals shall agree to any terms and conditions imposed on the transaction by the Third-Party Payment Processor. Should a dispute arise out of or related to the transaction, the Freelancers | Fractional Professionals shall resolve the same directly with the Third-Party Payment Processor and shall not include Forteh as a party in any negotiations, mediation, arbitration, court proceedings, or other dispute resolution mechanism. The Freelancers | Fractional Professionals shall indemnify and hold Forteh, its directors, officers, employees, contractors, subcontractors, and agents, harmless against any claim for loss, debt, demand, cost, damage, action, suit, or proceeding whatsoever arising from or related to the transaction. Should the Freelancers | Fractional Professionals’ credit card be declined when the Third-Party Payment Processor attempts to process the Credit Card Information, the Freelancers | Fractional Professionals shall be required to forthwith provide Forteh and the Third-Party Payment Processor with new Credit Card Information to be used for the payment of the Platform Use Fee and Sales Taxes then due. Should any Platform Use Fees and Sales Taxes remain unpaid after ten (10) days from the date the Third-Party Payment Processor first attempted to process the Credit Card Information, interest shall be begin accruing and be payable at the rate of twelve (12%) percent per annum commencing on the eleventh (11th) day from the date the Third-Party Payment Processor attempted to process the Freelancers | Fractional Professionals’ credit card. Should any Platform Use Fees and Sales Taxes remain unpaid after ten (10) days from the date the Third-Party Payment Processor first attempted to process the Credit Card Information, Forteh shall be at liberty to, but shall not be required to, suspend or terminate the Freelancers | Fractional Professionals’ access to the Platform. Forteh shall collect and remit all Sales Taxes payable on the Platform Use Fees. It is Forteh’s responsibility to ensure they are collecting and remitting the appropriate amount of Sales Taxes for the Platform Use Fee. Non-Solicitation. Except with the prior consent of Forteh, during the Term of this Agreement and for a period of one (1) year thereafter, the Freelancers | Fractional Professionals will not, directly or indirectly, solicit the business of, work for, or become engaged as an independent contractor for any Clients with whom the Freelancers | Fractional Professionals | had contact or who became known to the Freelancers | Fractional Professionals in connection with this Agreement, except pursuant to a general solicitation that is not directed specifically to any such Client. The Freelancers | Fractional Professionals hereby acknowledges that the duration and scope of the restrictions contained in Section 5 are reasonable. Upon a determination that any term or provision of this Section 5 is invalid, illegal, or unenforceable, the court may modify this Section 5 to substitute the maximum duration or scope legally permissible under such circumstances to the greatest extent possible to affect the restrictions originally contemplated by the Parties. Confidential Information. From time to time during the Term, Forteh, the Clients, and the Freelancers | Fractional Professionals may disclose or make available to the other parties information about their respective business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Each party acknowledges that its breach or threatened breach of this Section 5 may result in irreparable harm to the other party that cannot be adequately relieved by monetary damages alone. Accordingly, the parties agree that the non-breaching party may seek any applicable equitable remedies from a court, including injunctive relief. Conflicts of Interest. Should the Freelancers | Fractional Professionals be engaged to provide services of a similar nature to two or more Clients who the Freelancers | Fractional Professionals knows, or ought to know, are competitors (the “Competing Clients”), and the provision of those services to the Competing Clients could constitute a potential conflict of interest for the Freelancers | Fractional Professionals, the Freelancers | Fractional Professionals | shall be required to inform each of the Competing Clients of the potential conflict of interest without revealing the name(s) of the other Competing Client(s) or any Confidential Information of the other Competing Client(s). For greater clarity, a potential conflict of interest shall be deemed to exist where: The Freelancers | Fractional Professionals is engaged to source limited resources or contracts for the Competing Clients, such as an engagement to hire a qualified employee in an industry where there is a labour shortage or to procure contracts for Competing Clients in an industry where there is a shortage of work available; A professional body which governs the Freelancers | Fractional Professionals’ profession would deem there to be a conflict of interest; or In any other situation where the Freelancers | Fractional Professionals would be in a position where they would be unable to fulfill the Services under one Active Service for a Competing Client if they fulfilled the Services under another Active Service for a Competing Client (a “Potential Conflict of Interest”). After being informed of a Potential Conflict of Interest, the Competing Clients will have the option to terminate any Active Services without penalty where there is a potential conflict of interest, provided, however, that: The Competing Clients shall only have the option to terminate any Active Services for so long as the potential conflict of interest exists. Should one or more Competing Clients terminate their Active Services with the Freelance for Fractional professional, leaving only one Competing Client who has not terminated that Active Service, the potential conflict of interest shall be deemed to no longer exist, and the last remaining Competing Client shall not have the option to terminate their Active Service without penalty; and The Competing Clients who terminate their Active Services shall be required to pay a prorated Services Fee for any work completed by the Freelancers | Fractional Professionals prior to termination of the Active Service. Insurance. During the term of this Agreement and for a period of two (2) years, the Freelancers | Fractional Professionals shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect which includes, but is not limited to, commercial general liability in line with industry standards as well as any other insurance policies required by any professional body which regulates the profession of the Freelancers | Fractional Professionals, if any. Upon the Client and/or Forteh’s request, the Freelancers | Fractional Professionals shall provide the Client and/or Forteh with a certificate of insurance from the Freelancers | Fractional Professionals' insurer(s) evidencing the insurance coverage specified in this Agreement. Privacy Policy. Forteh complies with its privacy policy available at www.forteh.ca ("Privacy Policy"), in providing the Platform. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all Intellectual Property rights, in and to the Platform and the Forteh IP and (b) you own all right, title, and interest, including all Intellectual Property rights, in and to the Freelancers | Fractional Professionals Data including the Freelancers | Fractional Professionals IP. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. Limited Warranty and Warranty Disclaimer. Forteh warrants that it provides the Platform using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND FORTEH STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO: THE TYPE AND QUANTUM OF SERVICES YOU MAY BE ENGAGED TO PROVIDE; AND THE FREQUENCY WITH WHICH YOU BE ENGAGED TO PROVIDE SERVICES BY CLINETS TRHOUGH THE PLATFORM. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(a), THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND FORTEH SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FORTEH MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY SERVICES PROVIDED THROUGH THE PLATFORM OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. Without limiting the foregoing, Freelancers | Fractional Professionals assumes sole responsibility and liability for results obtained from use of the Platform and for conclusions drawn from such use by Freelancers | Fractional Professionals, Forteh shall have no liability for any claims, losses or damages caused by errors or omissions in any information provided to Forteh by Freelancers | Fractional Professionals or any actions taken by Forteh at Freelancers | Fractional Professionals' direction. Should a dispute arise out of or related to the provision of services to a Client, the Freelancers | Fractional Professionals shall resolve the same directly with the Client and shall not include Forteh as a party in any negotiations, mediation, arbitration, court proceedings, or other dispute resolution mechanism. The Freelancers | Fractional Professionals shall indemnify and hold Forteh, its directors, officers, employees, contractors, subcontractors, and agents, harmless against any claim for loss, debt, demand, cost, damage, action, suit, or proceeding whatsoever arising from or related to the provision of services to a Client. LIMITATIONS OF LIABILITY. IN NO EVENT WILL FORTEH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FORTEH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FORTEH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FORTEH FOR PLATFORM USE FEES BY THE FREELANCERS | FRACTIONAL PROFESSIONALS, IF ANY, UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Term and Termination. Term. The term of this Agreement begins on the Effective Date and remains in full force and effect unless terminated by either party. Termination. In addition to any other express termination right set forth in this Agreement: Forteh may terminate this Agreement, for any reason upon seven (7) days' advance notice. You may terminate this Agreement for any reason upon seven (7) days' advance notice, provided that any Fees paid under this Agreement are non-refundable. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Survival. Sections 3(e), 4(c), 5, 6,8, 10-14, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. Generative AI Disclaimer: Forteh recognizes that the use of generative AI tools, such as ChatGPT ("AI Tools") may be used in whole or in part in creating the Platform and offering services through the Platform. This may contain certain errors or inaccuracies and should not be relied upon as a substitute for professional advice. Force Majeure. Forteh shall not be liable or responsible to the Freelancers | Fractional Professionals, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Forteh including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, lock-outs, strikes, or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, the Freelancers | Fractional Professionals shall be entitled to give notice in writing to Forteh to terminate this Agreement. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through [email protected]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms. Governing Law. This Agreement and all related documents including all appendices attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Exclusive Dispute Resolution Mechanism. The parties shall resolve any dispute, controversy, disagreement, or claim arising out of, relating to or in connection with this Agreement, or the breach, termination, existence, or invalidity hereof (each, a "Dispute"), under the provisions of this Section 18. The procedures set forth in this Section 18 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and Section 18(a) is an express condition precedent to binding arbitration of the Dispute. Mediation. In first instance, the parties shall submit a Dispute to any mutually agreed upon mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties, unless otherwise agreed or later directed by an arbitrator. The place of the mediation shall be the City of Calgary, in the Province of Alberta. The parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Arbitration as a Final Resort. If after participating in mediation, the Parties cannot resolve a Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, either Party may commence binding arbitration in accordance with the provisions of Alberta Arbitration Act, RSA 2000, c A-43. The following provisions shall govern any arbitration hereunder: The legal seat of arbitration shall be the City of Calgary, in the Province of Alberta. There shall be one arbitrator agreed to by the Parties within twenty (20) days of receipt by the respondent of the request for arbitration or, in default thereof, three arbitrators with one arbitrator being appointed by each Party within twenty (20) days of receipt by the respondent of the request for arbitration and the third, presiding, arbitrator shall be appointed by agreement of the two Party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator. The Parties shall equally share the fees of the arbitrator(s) and the facility fees, unless otherwise stated in a provision contained in this Agreement or otherwise order by the arbitration panel. Any decision of the arbitrator/two of the three arbitrators shall be final and binding on the Parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. The governing law of the arbitration shall be the law of the Province of Alberta. The arbitration procedures, hearings, documents, and award shall remain strictly confidential between the parties. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, other than any agreements entered into between the parties in relation to any Active Services. Any notices to us must be sent to us at [email protected] and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.