Terms of Service

Client, Freelance, Fractional Platform Agreement Client Forteh Platform Agreement
Last Modified: September 17, 2025
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 DO NOT SELECT THE "I ACCEPT" BUTTON BELOW.IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Definitions.
   (a) “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.
   (b) “Active Service” has the meaning set forth in Section 2(d).
   (c) "Aggregated Statistics" has the meaning set forth in Section 2(e).
   (d) “Assessment” means self-assessment profiles of Freelancers | Fractional
   Professionals such as DiSC profiles, Myer’s Briggs, Insights, etc.
   (e) “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.
   (f) "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. (g) "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 Intellectual Property developed for the Client by any Freelancers | Fractional
   Professionals engaged through the Platform.
   (h) “Credit Card Information” has the meaning set forth in Section 2(b)(iii).
   (i) “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.
   (j) “Dispute” has the meaning set forth in Section 13.
   (k) “Fees” means any amount paid to purchase Tokens as set forth in Section 3.
   (l) “Fractional Professionals” means the various Fractional Professionals offering
   services specified on their Platform profiles who can be engaged by the Client through the
   Platform.
   (m) “Fractional Services” has the meaning set forth in Section 2(c)(ii).
   (n) “Freelancers” means the various Freelancers offering services specified on their
   Platform profiles who can be engaged by the Client through the Platform.
   (o) “Freelance Projects” has the meaning set forth in Section 2(c)(i).
   (p) "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.
   (q) "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.
   (r) “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.
   (s) “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.
   (t) "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.
   (u) “Quote” has the meaning set out in Section 2(d).
   (v) “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.
   (w) “Services Terms” has the meaning set out in Section 2(d).
   (x) "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.
   (y) “Token” – has the meaning set forth in Section 3.
2. Access and Use.
   (a) 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.
   (b) 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:
   (i) Full legal name of the Client;
   (ii) Name and contact information, including a telephone number and email
   address, for the Authorized Representative of the Client; and (iii) 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”).
   (c) Engagement of Freelancers | Fractional Professionals. The Client may engage the
   services of the Freelancers | Fractional professionals for the following:
   (i) “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
   (ii) “Fractional Services”, being the engagement of a Freelancer | 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,.
   (d) 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 for issuing
   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.
   (e) 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, , autogenerate profiles for the
   Freelancer | Fractional Professional based on their submitted resumes, 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.
   (f) 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.
3. Fees and Payment.:
   (a) 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:
   (i) The hourly rates for Freelancers | Fractional Professionals are posted on the
   Platform.
   (ii) 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”).
   (iii) The Client purchases Tokens on the Platform to make a Connection with a
   Freelancers | Fractional Professionals.
   (iv) The Client is charged the Token amount when the Freelancers | Fractional
   Professionals connect with the Client.
   (v) In the event the Freelancers | Fractional Professionals declines the
   Connection, no Token amount is charged, and the Client can make another
   Connection with another Freelancers | Fractional Professionals.
   (vi) Once a Connection is accepted by both the Freelancers | Fractional
   Professionals and the Client, it becomes an Active Service.
   (vii) 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.
   (c) 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. (d) 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.
   (e) 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.
4. 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 damage alone. Accordingly, the parties agree that the non breaching party may seek any applicable equitable remedies from a court, including injunctive
   relief.
5. 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.
6. 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.
7. Limited Warranty and Warranty Disclaimer.
   (a) Forteh warrants that it provides the Platform using a commercially reasonable level
   of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND FOR THE
   FORESEEABLE FUTURE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO:
   (i) THE APPROPRIATENESS, QUALITY, AND VALUE OF THE SERVICES PROVIDED
   BY THE FREELANCERS | FRACTIONAL PROFESSIONALS
   (II) THE USE, QUALITY, AND VALUE OF THE DELIVERABLES PROVIDED BY THE
   FREELANCER AND FRACTIONAL PROFESSIONALS
   (III) THE SKILLS, EXPERTISE AND QUALIFICATIONS OF THE FREELANCERS |
   FRACTIONAL PROFESSIONALS
   (IV) THE ACCURACY OF THE FREELANCER | FRACTIONAL PROFILES ON THE
   PLATFORM;
   (V) THE FREELANCERS’ AND FRACTIONAL PROFESSIONALS’ INSURANCE
   COVERAGE;
   (VI) THE FREELANCERS’ AND FRACTIONAL PROFESSIONALS STANDING IN ANY
   PROFESSIONAL BODIES OF WHICH THEY MAY BE A MEMBER; AND
   (VII) THE FREELANCERS’ | FRACTIONAL PROFESSIONAL’S FOLLOWING OF ANY
   APPLICABLE STATUTES, REGULATIONS, OR RULES IMPOSED UPON THEM IN
   PROVIDING THE SERVICES. (b) 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.
   (c) 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.
8. 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.
9. Term and Termination.
   (a) 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.
   (b) Termination. This Agreement terminates automatically when the Client and
   Freelancer | Fractional Professional enter into an Active Service. (c) 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.
   (d) 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.
   (e) 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.
10. Generative AI Disclaimer: Client 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. Forteh’s confidentiality policies extend to Al Tools,
    ensuring that Client information is not disclosed, used, or accessed in ways that contravene
    Forteh’s professional obligations. While Al and other technologies enhance the effectiveness of
    Forteh’s Platform, they involve automated processes that may be subject to limitations, such as
    algorithmic biases, inaccuracies, or processing errors. Forteh takes reasonable steps to mitigate
    these risks but cannot guarantee that all Al-generated outputs are error-free. Forteh shall not be
    liable for any damage arising from reliance on Al Tools unless explicitly caused by Forteh’s
    negligence, misconduct, or breach of duty. For the avoidance of doubt, Client and Freelancer |
    Fractional Professional shall be solely responsible for ensuring the accuracy of the AI-generated
    information relating to their respective profiles on the Platform.
11. 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.
12. 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.
13. 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.
14. 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.
    (a) 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 requested
    relief. 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.
    (b) 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.
    (c) 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 the Alberta
    Arbitration Act, RSA 2000, c A-43. The following provisions shall govern any arbitration
    hereunder:
    (i) The legal seat of arbitration shall be the City of Calgary, in the Province of
    Alberta.
    (ii) 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.
    (iii) 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.
    (iv) 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.
    (v) The governing law of the arbitration shall be the law of the Province of
    Alberta.
    (vi) The arbitration procedures, hearings, documents, and award shall remain
    strictly confidential between the parties.
15. 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.
16. Quebec Exception. This service is not offered within the province of Québec and is not
    intended for, nor available to, residents of Québec. Any engagement with this service by Québec
    residents shall be deemed null and void. Ce service n’est pas offert dans la province de Québec et
    ne s’adresse pas aux résidents du Québec. Toute utilisation de ce service par des résidents du
    Québec sera réputée nulle et
    Freelance | Fractional Forteh Platform Agreement Last Modified: September 17, 2025

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.
17. Definitions.
(a) “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 Platform.
(b) “Active Service” has the meaning set forth in Section 2(d).
(c) "Aggregated Statistics" has the meaning set forth in Section 2(e).
(d) “Assessment” means self-assessment profiles of Freelancers | Fractional
Professionals such as DiSC profiles, Myer’s Briggs, Insights, etc.
(e) “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.
(f) “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.
(g) "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.
(h) "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.
(i) “Competing Clients” has the meaning set out in Section 7(a).
(j) “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.
(k) “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.
(l) “Dispute” has the meaning set out in Section 17.
(m) “Fees” means collectively any amount paid to purchase Tokens as set forth in
Section 3 or the Platform Use Fee.
(n) “Fractional Services” has the meaning set forth in Section 2(c)(ii).
(o) “Freelance Projects” has the meaning set forth in Section 2(c)(i).
(p) "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.
(q) "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.
(r) “Freelancers | Fractional Professionals Profile” has the meaning set forth Section
2(a).
(s) "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.
(t) "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.
(u) “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.
(v) “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.
(w) "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.
(x) “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).
(y) “Potential Conflict of Interest” has the meaning set forth in Section 7(b).
(z) “Quote” has the meaning set out in Section 2(d).
(aa) “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.
(bb) “Services Terms” has the meaning set out in Section 2(d).
(cc) "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.
(dd) “Token” – has the meaning set forth in Section 3.
18. Access and Use.
(a) 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. Forteh reserves the right to revoke access and use of the Platform to Freelancers
| Fractional Professionals at any time if in the reasonable opinion of Forteh, the Freelancers
| Fractional Professionals engage in any action which is perceived to be an abuse of the
system without notice or recourse to the Freelancers | Fractional Professionals, An “abuse
of the system” means any act or use of the Platform or Services by the Freelancers |
Fractional Professionals without authorization of Forteh or with the intention of doing harm
to Forteh, the Client or the Platform.
(b) 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:
(i) Public Details, published to anyone with access to the Platform, which
include:
(A) Full legal name of the Freelancers | Fractional Professionals;
(B) Description of the services the Freelancers | Fractional Professionals
is offering; and
(C) Name and contact information, including a telephone number and
email address, for the Authorized Representative of the Freelancers
| Fractional Professionals; and
(ii) Private Details, which will only be visible to Forteh, which include:
(A) 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;
(B) Confirmation of the required Insurance policies as set out below in
Section 8; (c) Engagement of Freelancers | Fractional Professionals. The Clients may engage the
services of the Freelancers | Fractional Professionals for the following:
(i) “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
(ii) “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 scheduled weekly, bi-weekly, monthly, or bi monthly basis.
(d) 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 Service Terms, the Freelancers/Fractional Professionals shall be responsible for
issuing 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.
(e) 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, autogenerate profiles for the Freelancer |
Fractional Professional based on their submitted resumes, 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.
(f) 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. Freelancers | Fractional Professionals'
profile summaries may also be highlighted on Forteh's daily talent spotlight on the
Platform. 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.
19. Client Fees and Payment.:
(a) 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:
(i) The hourly rates for Freelancers | Fractional Professionals are posted on the
Platform.
(ii) 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”).
(iii) The Client purchases Tokens on the Platform to make a Connection with a
Freelancer | Fractional Professional.
(iv) The Client is charged the Token amount when the Freelancer | Fractional
Professional connects with the Client.
(v) In the event the Freelancers | Fractional Professionals declines the
connection request, no token amount is deducted from the client. Tokens
are only deducted once Freelancer | Fractional Professionals accept a
connection.
(vi) Once a Connection is accepted by both the Freelancer | Fractional
Professional and the Client, it becomes an Active Service.
(vii) All payments for Tokens are non-refundable and non-cancelable.
(b) The Client and the Freelancer | Fractional Professional shall be responsible for
determining the fees payable on 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.
(d) 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.
(e) 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’ fees shall be paid directly to
the Freelancers | Fractional Professionals by the Client upon completion of the Active
Service.
20. Freelancers | Fractional Professionals | Fractional Fees and Payment.:
(a) 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”).
(b) 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.
(c) 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.
(d) The Client shall pay all Active Service fees directly to the Freelancers | Fractional
Professionals.
(e) 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.
(f) 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.
(g) Forteh shall collect and remit all Sales Taxes payable on the Platform Use Fees. It is
Forteh’s responsibility to ensure they collect and remit the appropriate amount of Sales
Taxes for the Platform Use Fee.
21. 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 acknowledge 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.
22. 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 damage alone. Accordingly, the parties agree that the non breaching party may seek any applicable equitable remedies from a court, including injunctive
relief.
23. Conflicts of Interest.
(a) 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).
(b) For greater clarity, a potential conflict of interest shall be deemed to exist where:
(i) 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;
(ii) A professional body which governs the Freelancers | Fractional
Professionals’ profession would deem there to be a conflict of interest; or
(iii) 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”).
(c) 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:
(i) 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 (ii) 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.
24. 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.
25. 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.
26. 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.
27. Limited Warranty and Warranty Disclaimer.
(a) 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:
(i) THE TYPE AND QUANTUM OF SERVICES YOU MAY BE ENGAGED TO PROVIDE;
AND
(II) THE FREQUENCY WITH WHICH YOU ARE ENGAGED TO PROVIDE SERVICES
TO CLIENTS THROUGH THE PLATFORM.

(b) 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.
(c) 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.
28. 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.
29. Term and Termination.
(a) The term of this Agreement begins on the Effective Date and remains in full force
and effect unless terminated by either party.

(b) Either party may terminate this Agreement, effective immediately upon written
notice to the other party, if the other party: (A) commits a material breach of the terms of
this Agreement ; (B) becomes insolvent or is generally unable to pay, or fails to pay, its
debts as they become due; (C) 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; (D) makes or seeks
to make a general assignment for the benefit of its creditors; or (E) 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.
(c) In the event of a termination by either party any Platform Use Fees paid by the
Freelancers | Fractional Professional (if applicable) shall be non-refundable.
(d) 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.
30. 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. Forteh’s confidentiality policies extend to Al Tools,
ensuring that Freelancers | Fractional Professionals’ information is not disclosed, used, or accessed
in ways that contravene Forteh’s professional obligations. While Al and other technologies enhance
the effectiveness of Forteh’s Platform, they involve automated processes that may be subject to
limitations, such as algorithmic biases, inaccuracies, or processing errors. Forteh takes reasonable
steps to mitigate these risks but cannot guarantee that all Al-generated outputs are error-free.
Forteh shall not be liable for any damage arising from reliance on Al Tools unless explicitly caused
by Forteh’s negligence, misconduct, or breach of duty. For the avoidance of doubt, Client and
Freelancer | Fractional Professional shall be solely responsible for ensuring the accuracy of the AI generated information relating to their respective profiles on the Platform.
31. 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.

32. 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.
33. 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.
34. 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.
    (a) Mediation. In the 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.
    (b) 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.
    (c) 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 the Alberta
    Arbitration Act, RSA 2000, c A-43. The following provisions shall govern any arbitration
    hereunder:
    (i) The legal seat of arbitration shall be the City of Calgary, in the Province of
    Alberta. (ii) 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.
    (iii) 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 ordered by the arbitration panel.
    (iv) 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.
    (v) The governing law of the arbitration shall be the law of the Province of
    Alberta.
    (vi) The arbitration procedures, hearings, documents, and award shall remain
    strictly confidential between the parties.
35. 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.
36. Quebec Exception. This service is currently not offered within the province of Québec and is
    not intended for, nor available to, residents of Québec. Any engagement with this service by
    Québec residents shall be deemed null and void. Ce service n’est pas offert dans la province de
    Québec et ne s’adresse pas aux résidents du Québec. Toute utilisation de ce service par des
    résidents du Québec sera réputée nulle et