Professional Agreement – Canada

This Service Professional Agreement (the Agreement) sets forth the terms and conditions whereby you, an independent service provider fully licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the Service Professional), agree to provide certain services (as described on Schedule 1) to third parties that you may elect to provide from those which may, from time to time, be referred to you via the mobile-based platform of Tidy Technologies, Inc, with a registered office at 4810 Rue Jean-Talon, Ouest #400, Montreal, Quebec. 

1. GENERAL PROVISIONS

1.1 Background Statement.

Tidy Technologies, Inc. is the creator of a technology platform that creates a marketplace to connect potential clients (Service Requesters) with fully licensed (to the extent required by applicable law) and qualified professionals, such as Service Professionals, in the business of providing home and/or office cleaning (Services). Cleanster.com provides a web-based portal through which Service Requesters may connect with a network of Service Professionals with whom they may arrange cleaning services. Cleanster.com and Service Professional intend that Service Professional will provide these services to Service Requesters strictly as an independently-owned and operated business enterprise and not as an employee, worker, agent, joint venture, partner, or franchisee of Cleanster.com or any Service Requester for any purpose. Cleanster.com does not provide the services described in this Agreement and does not employ individuals to perform said services. Cleanster.com’s role is limited to offering the technology platform as a referral tool for Service Requesters and Service Professionals and facilitating payments from Service Requesters to Service Professionals.

1.2 Cleanster.com And Terms of Use.

Before receiving access to Cleanster.com, Service Professional must also review and agree to the Terms of Use of Cleanster.com, which are incorporated herein by reference and which the Service Professional acknowledges he/she has reviewed and accepted. This Agreement shall control the extent to which the Terms of Use are inconsistent with this Agreement. From time to time, in their sole and complete discretion, Service Requesters will post jobs on Cleanster.com, setting forth the nature of the Services required (the Jobs). Jobs posted will include a date, general neighborhood or geographic area where the Job will take place, time (the Timeframe) in which Services are requested, and an estimate of time necessary to complete the work (the Estimated Work Time). Timeframes will be displayed on Cleanster.com either as a specific time (i.e., 5:00 pm) or as a range (i.e., 2:00 pm to 5:00 pm). The Estimated Work Time will be displayed as either a specific time (i.e., 2 hours) or as a range (i.e., 2-3 hours). Service professionals will then have the opportunity to review the Jobs and select those Jobs in the Service Professional area of expertise that meets the Service Professional’s preferred specifications as to Timeframe, neighborhood or geographic locations, date, and fees. Cleanster.com does not guarantee any minimum number of jobs will be available to Service Provider at any point during the term of this Agreement. Subject only to the limitation set forth in paragraph 9.1, Service Professional is not obligated to review the Jobs posted or select any Jobs posted by any Service Requester at any time. Once a Service Professional selects a Job, Cleanster.com will confirm with the Service Professional and Service Requester that the Service Professional has booked the Job. Once a job is booked, a contract is formed directly between the Service Requester and Service Professional for Service Professional to complete the Job. Service Professional hereby appoints Cleanster.com to be its disclosed agent for the purposes of entering into such a contract with the Service Requester with respect to those Jobs accepted by Service Professional. Service Professional agrees that Service Professional’s name and phone number may be provided or made available to Service Requester by or on behalf of Cleanster.com after the Job is booked. It is possible that, based on Service Requester specifications, a Service Professional may claim a Timeframe and/or Estimated Work Time (i.e., a Service Professional may claim a Job with a Timeframe of noon – 3 pm and has an Estimated Work Time of 2-3 hours and receive a Job that is at 1 pm and only 2 hours). Service Professional acknowledges and agrees that he/she understands that claiming a Job that has a Timeframe and Estimated Work Time may result in receipt of a Job of less than the maximum time set forth in the Estimated Work Time.

1.3 Background Checks.

Before receiving access to the Cleanster.com, Service Professional must submit to and pass a background check through Cleanster.com’s background check provider. After receiving access to the Cleanster.com, Cleanster.com may conduct additional background checks on Service Professionals through Cleanster.com’s background check provider. Cleanster.com conducts background checks in accordance with applicable law.

2. THE SERVICES

Service Professional shall be eligible to book Jobs through the Cleanster.com requesting any Services that Service Professional is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Professional shall, upon request, provide proof to Cleanster.com of all necessary licenses, permits, and/or certifications before the Service Professional provides any such Services under this Agreement.

2.1 Job Completion.

To ensure that the Cleanster.com remains a reliable source of referrals and to ensure all Service Professionals are able to have access to available Jobs, once Service Professional has been awarded a Job, Service Professional is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Service Requester. Service Professional may not cancel the Job without advance notice of at least 24 hours to the Service Requester and Cleanster.com, except in the case of an unavoidable emergency, in which case, Service Professional shall notify Service Requester and Cleanster.com as soon as practicable. In the event Service Professional, upon more than twenty-four (24) hours’ notice, needs to reschedule a Job, Service Professional may contact the Service Requester and attempt to reschedule the Job. In the event that the Service Requester declines to reschedule, and Service Professional is unable to perform the Job as originally scheduled, Cleanster.com shall have the right to make the Job available on the Cleanster.com. If Service Requester and Service Professional agree to reschedule, Service Professional agrees to notify Cleanster.com as promptly as possible so that Cleanster.com may update its platform. Repeated cancellations and/or rescheduled Jobs on short notice by Service Professional may result in the termination of this Agreement in accordance with Section 9. Additionally, at Cleanster.com reasonable discretion, cancellation or rescheduling by the Service Professional or the Service Professional’s failure to complete a job to the satisfaction of the Service Requester may result in liquidated damages being charged to Service Professional as described in Schedule 2, which may be modified from time to time by Cleanster.com. Service Professionals may also be entitled to a fee or liquidated damages in the event a Service Requester cancels or reschedules a Job as described in Schedule 2. Modifications to Schedule 2 will be effective upon written notification to Service Professional and will supersede any and all prior versions.

Cleanster.com is interested only in the results to be achieved by Service Professional: completion of each accepted Job in accordance with Service Requester’s specifications as detailed by Service Requester. Service Professional is solely responsible for determining the manner and method of performing all Jobs under this Agreement. Service Professional understands and agrees that Service Professional’s failure to complete a Job in accordance with Service Requester’s specifications after he or she has booked that Job using the Platform constitutes a material breach of this Agreement and may result in liquidated damages as described in Schedule 2 and/or termination of this Agreement in accordance with Section 9 unless Service Professional cures the breach either through a reduced Service Fee or completion of the Job (without additional Service Fees being charged to the Service Requester) to the satisfaction of the Service Requester.

By accepting this Agreement, Service Professional authorizes Cleanster.com to withhold the amounts listed in Schedule 2 (where applicable) as payment of liquidated damages, if any, as referenced in this Agreement, from Service Professional’s Service Fees.

2.2 Service Requester Ratings.

Service Professional acknowledges that Cleanster.com is intended to refer Service Requesters only to those Service Professionals who maintain the highest standards of professionalism and quality of service. Service Professional acknowledges that Service Requestor may rate and review a Service Professional at the end of every booking. To ensure that the Cleanster.com remains a reliable source of referrals, Service Professional agrees to maintain a Service Requester rating at or above the minimum rating established by Cleanster.com for access to the platform, as modified from time to time. In the event a Service Professional’s aggregate rating falls below the applicable minimum rating, Cleanster.com reserves the right to deactivate the Service Professional’s access to the Cleanster.com. Cleanster.com agrees to provide Service Professional written notice of the minimum rating and any changes thereto.

2.3 No Control.

Cleanster.com shall not control or have any right to control the manner or means by which Service Professional performs the Services, including but not limited to the time and place Service Professional performs the Services, the Jobs Service Professional selects, the tools and materials used by Service Professional to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service Professional to assist in completing Jobs, or the manner in which Service Professional completes the Jobs. Cleanster.com will not and has no right to, under any circumstances, inspect Service Professional’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Cleanster.com have been inserted solely to achieve compliance with federal, provincial, or local laws, regulations, and interpretations thereof.

Where approved in advance by the Service Requester, and except as otherwise provided in this Agreement, Service Professional is not obligated to personally perform the Services. Service Professional shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors, or other personnel the Service Professional deems necessary and appropriate to complete the Services. Service Professional shall be solely responsible for the direction and control of any such person and for all acts and omissions of same.

Before any Services are performed by any assistants, helpers, subcontractors, or other personnel engaged by Service Professional, Service Professional shall require any such individuals to submit to a basic background check satisfactory to Cleanster.com.

Service Professional assumes full and sole responsibility for the payment of all compensation, benefits, and expenses of helpers, assistants, subcontractors, and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and Canada Pension Plan premiums as to Service Professional and all persons engaged by Service Professional in the performance of the Services. Service Professional shall be responsible for and shall indemnify and hold Cleanster.com harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Professional or his or her assistants, subcontractors, and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

3. SERVICE FEES

3.1 Service Fees.

Service Requester shall pay for completed Jobs through the Cleanster.com at the rates quoted by Cleanster.com at the time the Job is posted on the Cleanster.com, which shall be based on the stated parameters of the Job (the Job Rate). Each Job made available to Service Professional on the Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Service Professional shall be entitled to upon completion of the Job, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to Cleanster.com for referring the Job and facilitating the payment from Service Requester to Service Professional (Booking Fee).

Modifications to pricing and fees will be effective upon written notification to Service Professional and will supersede any and all prior versions. Notwithstanding the provisions of Section 15, the availability of any such modified pricing and/or fees on the Cleanster.com shall constitute written notice to the Professional for purposes of this Section 3.1, which shall be effective at the time such modified pricing and/or fees are made available to Service Professional. By accepting this Agreement, Service Professional authorizes Cleanster.com to withhold Cleanster.com’s Booking Fee from the payment made to the Service Professional for each Job.

3.2 Service Fee Negotiation.

If a Job referred to and accepted by Service Professional requires more time to complete than the Estimated Work Time, Service Requester and Service Professional may, prior to Service Professional providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the job. Upon agreement to increase Service Fees, Service Professional and Service Requester shall notify Cleanster.com. Cleanster.com shall have no involvement in negotiating any increase in the Service Fees.

3.3 Service Fee Payment.

When a Job is complete, Service Professional will submit to the Service Requester and Cleanster.com confirmation that the Job is complete. Cleanster.com shall then remit payment for each Job, less Cleanster.com’s Booking Fee, within seven (7) business days. Cleanster.com’s failure to remit payment within seven (7) business days shall constitute a material breach of this Agreement. For purposes of this Section 3.3, “remit” shall refer to Cleanster.com’s initiation of a payment to the Service Professional, provided that Cleanster.com has initiated payment to Service Professional within seven (7) business days following the day the Job was completed, Cleanster.com shall not be liable if the paid amount is not accessible by Service Professional within that time frame. Service Professional may request payment for a booking to be remitted sooner than as set forth above for a fee as set forth in Schedule 2. Such fee will apply each time that the Service Professional requests a payment. When Service Professional requests this expedited payment, Cleanster.com will remit payment within (3) business days. If applicable, Cleanster.com will report the payments paid to Service Professional under this Agreement by filing the appropriate Form T4A with Revenue Canada as required by law. Payment processing services for Service Professionals are provided by Stripe and are subject to the Stripe Connected Account Agreement and Paymentrails Terms of Use, which includes the Stripe Terms of Service located at https://stripe.com/ca/legal (collectively, the Stripe Services Agreement). By agreeing to this Agreement, Service Professional agrees to be bound by the Stripe Services Agreement, as Stripe may modify the same from time to time. As a condition of Cleanster.com enabling payment processing services through Stripe, Service Professional agrees to provide Cleanster.com accurate and complete information about Service Professional and Service Professional’s business, and Service Professional authorizes Cleanster.com to share it and transaction information related to Service Professional’s use of the payment processing services provided by Stripe.

4. EQUIPMENT AND OPERATIONS

4.1 Compatible Mobile Device.

In order to book Jobs, Service Professionals must possess a smartphone equipped with access to the Cleanster.com (the Compatible Mobile Device). If Service Professional does not possess a Compatible Mobile Device, Cleanster.com and Service Professional may, at Service Professional’s sole discretion, enter into a written agreement governing the terms under which Cleanster.com will provide a Compatible Mobile Device. Any phone provided to Service Professional pursuant to any such written agreement must be returned upon termination of this Agreement. If Service Professional does not return the Compatible Mobile Device upon the termination of the Agreement, Service Professional authorizes Cleanster.com to withhold the cost of the Compatible Mobile Device from the Service Professional’s Service Fees remaining at the time the Agreement is terminated. The intended purpose of any Compatible Mobile Device provided by Cleanster.com is to permit access to Cleanster.com’s proprietary software. The Compatible Mobile Device cannot be used for any other purpose than to access the Cleanster.com. In no event will Cleanster.com monitor or have the right to monitor the Service Professional’s usage of the Cleanster.com through the Compatible Mobile Device, although Cleanster.com may collect operational data, such as features the Service Professional uses on the Cleanster.com, for the purpose of improving the software.

4.2 Pro Portal

In order to book Jobs, Service Professional must download Cleanster.com’s Service Professional mobile application (the Pro Portal) onto the Compatible Mobile Device used by the Service Professional. Cleanster.com collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device from the Pro Portal for a period of time starting 4 hours prior to the scheduled start of a Job for the purpose of (i) providing support for the Service Professional and Service Requester to find each other and (ii) confirming that the Service Professional will perform the Job claimed by the Service Professional and ending 2 hours following the scheduled end of a Job for the purpose of confirming that the Job is completed. In addition, at any point, Cleanster.com may collect the Location Coordinates of the Compatible Mobile Device on which the Pro Portal is installed for the purpose of referring Jobs to a Service Professional that are posted on short notice by Service Requesters in the Service Professional’s vicinity. Service professionals shall have no obligation to accept any Job offered in this manner. For up to a 4-hour period prior to the scheduled start of a Job, Cleanster.com may share the Service Professional’s Location Coordinates with the Service Requester who requested the Job for the purpose of assisting the Service Requester and Service Professional to coordinate the Services and to confirm that the Service Professional will perform the Job claimed by the Service Professional. Cleanster.com may also disclose the Service Professional’s Location Coordinates and contact information as required by applicable law, to authorized service providers, or when Cleanster.com believes that such disclosure is necessary to protect the rights, property, or safety of Cleanster.com, Cleanster.com users, Service Requesters, or others. Cleanster.com has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Service Professional provides the Services contemplated by this Agreement or the frequency with which the Service Professional uses the Cleanster.com to book Jobs. The Service Professional may stop Location Coordinates collection only by uninstalling the Pro Portal from the Compatible Mobile Device. Cleanster.com retains Location Coordinates information to confirm that the Job has been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Service Professional agrees to the use and disclosure of Location Coordinates information as described above.

4.3 Costs of Operation.

Service Professional is solely responsible for any costs or expenses incurred by Service Professional in connection with the operation of Service Professional’s business and the performance of the Services. Service Professional shall furnish and maintain, at Service Professional’s own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service Professional shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost to purchase or maintain any necessary equipment, supplies, tools, and materials. At Service Professional’s request, Cleanster.com may offer to Service Professional certain equipment, supplies, and materials for purchase. Service Professional is not required to purchase any equipment, tools, supplies, or materials from Cleanster.com at any time.

4.4 Cleanster.com Apparel or Identification.

Service professionals will have no obligation to wear or display the apparel, badge, or other forms of identification.

4.5 Use of Voice, Image, and Likeness.

Service Professional gives Cleanster.com permission to use any and all of Service Professional’s voice, image, likeness, and any ratings and reviews from Service Requesters about Service Professional, with or without using Service Professional’s name, in connection with the products and/or services available through the Cleanster.com, for the purposes of advertising and promoting such products and/or services and/or Cleanster.com, for the purposes of identifying Service Professional to Service Requester, and/or for other purposes deemed appropriate by the Cleanster.com in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, Service professionals may be required to submit an image for use by the Cleanster.com to facilitate identifying Service Professionals with Service Requestors. Service Professional also represents and warrants the Service Professional owns the copyright of any image or likeness that the Service Professional provides to Cleanster.com.

4.6 Call and SMS Data.

Service Professional understands and agrees that Cleanster.com uses a service provider to mask the Service Professional’s (and Service Requestor) phone number when the Service Professional calls or exchanges text (SMS) messages with the Service Requestor through the Cleanster.com. To facilitate this process, Cleanster.com and its service provider will receive in real-time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. Service Professional consents to the masking process described above and to Cleanster.com’s use and disclosure of this call data for its legitimate business purposes, including investigating and help to resolve service complaints and disputes between Service Requestors and Service Professionals.

Service Professional also consents to Cleanster.com’s sending text (SMS) messages directly to the Service Professional as described in terms of Use.

5. RELATIONSHIP OF THE PARTIES

Service Professional is an independent contractor and has not been engaged by Cleanster.com to perform services on Cleanster.com’s behalf. Rather, Service Professional has entered into this Agreement for the purpose of having access to the Cleanster.com and the exclusive marketplace for services thereby created by Cleanster.com, in exchange for which it pays Cleanster.com a fee, as described herein. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker, or agency relationship between Service Professional and Cleanster.com or any Service Requester for any purpose. Service Professional has no authority (and shall not hold himself or herself out as having authority) to bind Cleanster.com and Service Professional shall not make any agreements or representations on Cleanster.com’s behalf without Cleanster.com’s prior written consent. Service Professional understands that Service Professional will not be eligible to participate in any benefit plans offered to Cleanster.com’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Cleanster.com to its employees. Cleanster.com will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers’ compensation insurance on Service Professional’s behalf. Service Professional has sole responsibility, as an independent contractor, to comply with all laws, rules, and regulations relating to the provision of any Services, including, without limitation, applicable provincial and federal privacy legislation, anti-spam legislation, requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act. Service Professional shall be responsible for deducting any and all applicable federal and provincial taxes, deductions, premiums, and amounts owing with respect to any Job Rates paid to Service Professional and remitting such amounts to those governmental authorities as prescribed by law. As an independent contractor, Service Professional shall not be entitled to any employment-related benefits from Cleanster.com, including, without limitation, any payments under the Canadian Employment Standards Act, as amended or replaced as applicable. Upon termination of this Agreement, Cleanster.com shall only be responsible for paying those Job Rates associated with Services provided by the Service Professional up to and including the termination of this Agreement. With the exception of such amounts, Service Professional shall have no further claim or cause of action against Cleanster.com for any cause, matter, or thing relating to an alleged employment relationship between Service Professional and Cleanster.com, including, without limitation, any claim for reasonable notice of termination, pay in lieu of notice, termination, severance or vacation pay, expenses, bonus or incentive plan payments, profit sharing, stock options, overtime pay, or pension entitlements whether arising pursuant to statute, contract, common law or otherwise. Service Professional shall be responsible for and shall indemnify and hold Cleanster.com harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Professional or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

6. REPRESENTATIONS AND WARRANTIES

Service Professional represents and warrants to Cleanster.com that: (a) Service Professional has the legal right to provide the Services that are contemplated by this Agreement in Canada; (b) Service Professional is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Professional intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and (c) Service Professional shall perform the Services in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Service Professional in relation to the delivery of Services shall do likewise, including the completion of all Jobs referred to Service Professional that he/she opts to accept through the Platform. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

7. INDEMNIFICATION

Service Professional shall defend, indemnify and hold harmless Cleanster.com and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Professional’s acts or omissions; and (b) Service Professional’s breach of any representation, warranty, or obligation under this Agreement.

The Services that Service Professional provides pursuant to this Agreement are fully and entirely Service Professional’s responsibility. Cleanster.com is not responsible or liable for the actions or inactions of a Service Requester or other third party in relation to the Services provided by the Service Professional. Service Professional understands, therefore, that by using the Cleanster.com , Service Professional will be introduced to third parties in relation to whom Cleanster.com has not conducted any background or reference checking that may be potentially dangerous and that Service Professional uses the Cleanster.com at his/her own risk.

8. INSURANCE

It is the sole responsibility of the Service Professional to maintain in full force and effect adequate workers’ compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Cleanster.com, with policy limits sufficient to protect and indemnify Cleanster.com and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service Professional or Service Professional’s assistants, agents, contractors, servants, or employees.

9. TERM; TERMINATION.

9.1 Term.

This Agreement shall be effective as of the date it is executed by Service Professional and shall remain in effect unless and until terminated as set forth in paragraph 9(the Term). Service Professional understands that Cleanster.com may temporarily deactivate Service Professional’s profile on Cleanster.com in the event that Service Professional is inactive on the Cleanster.com for a period of 28 days or more, as modified from time to time. In such circumstances, shall reactivate Service Professional’s profile upon request from Service Professional.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Professional the right to choose when to make himself or herself available, and each Job referred and accepted is treated as a separate service arrangement.

9.2 Termination.

(a) Except as stated in Section 9.5 below, Cleanster.com and Service Professional may terminate this Agreement, effective immediately upon written notice to the other party, in the event that the other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Cleanster.com’s failure to timely remit Service Fees as described herein, Service Professional’s failure to complete a Job he or she has booked on the platform to the Service Requester’s satisfaction, Service Professional’s failure to meet the applicable minimum rating, or if a Service Professional cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours notice prior to the applicable Job start time within any twenty-eight (28) day period.

In the event, there is a dispute about whether Cleanster.com or Service materially breached the agreement, and informal negotiations cannot resolve it, the parties agree to submit any such dispute to final and binding arbitration as described in paragraph 12.2 below. In the event of such disputes, Cleanster.com shall bear all the Arbitrator’s fees and costs.

(b) In addition to the foregoing, Cleanster.com and Service Professional may terminate the Agreement for any reason upon fifteen (15) days written notice.

9.3 Service Professional’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Service Professional shall: (a) complete any outstanding Jobs Service Professional has booked (the Outstanding Jobs); (b) within ten (10) days after the effective date of the termination, or as otherwise agreed in writing, return any Cleanster.com property in Service Professional’s possession, including but not limited to, any Compatible Mobile Device supplied by Cleanster.com; and (c) certify in writing to Cleanster.com that Service Professional has complied with the requirements of this paragraph.

9.4 Cleanster.com’s Obligations Upon Termination.

Upon termination of this Agreement: (a) if the termination is effected by Cleanster.com, Cleanster.com shall immediately pay Service Professional any outstanding earned Service Fees; or (b) if Service Professional effects the termination, Cleanster.com shall pay to Service Professional any outstanding earned Service Fees within seven (7) business days. In either event, Cleanster.com shall pay Service Fees for any Outstanding Jobs as soon as practicable after Service Professional has completed the Outstanding Jobs.

9.5 Surviving Provisions.

The terms and conditions of this paragraph 9.5 and paragraphs 5, 6, 7, 9.3, 9.4, 10, 11, and 12 shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES

Service Professional may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the Cleanster.com, including other web-based portals, smartphone applications, and/or platforms. However, Service Professional shall not affirmatively solicit Service Requesters originally referred through the Cleanster.com to book jobs through any means other than the Cleanster.com; provided, however, Cleanster.com may charge Service Professional a referral fee in the event the Service Professional affirmatively solicits Service Requesters originally referred through the Cleanster.com to book jobs through any means other than Cleanster.com.

11. ASSIGNMENT

Service Professional may not assign this Agreement absent written authorization by Cleanster. This provision shall not be construed as limiting Service Professional’s right to engage personnel to assist in the Services as set forth in this Agreement. Cleanster.com may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

12. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Agreement or otherwise arising from the relationship between Service Professional and Cleanster.com, Service Professional and Cleanster.com agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice of the dispute, controversy, or claim. Service Professional’s address for such notices shall be the address provided by the Service Professional in the Pro Portal (or to such other address that the receiving party may designate from time to time in accordance with this paragraph). Cleanster.com’s address for such notices is Tidy Technologies, Inc. Montreal, QC.

12.2 Mandatory and Exclusive Arbitration.

Cleanster.com and Service Professional mutually agree that any claim, controversy, or dispute in connection with or arising out of or relating to this Agreement, including (without limitation) its negotiation, validity, existence, breach, termination, construction, or application, or the rights, duties or obligations of any party to this Agreement, shall be referred to and finally determined by arbitration by a single arbitrator (the Arbitrator) in accordance with the British Columbia Arbitration Act, RSBC 1996, c.55 or the Ontario Arbitration Act, 1991, S.O. 1990, c. 17, as applicable. For Service Professionals providing Services in British Columbia, the seat of the arbitration shall be British Columbia, and all hearings shall be conducted in the City of Vancouver in English. For Service Professionals providing Services in Ontario, the seat of the arbitration shall be Ontario, and all hearings shall be conducted in the City of Toronto in English.

(a) Either party to the Agreement (the Applicant) may commence the arbitration by delivering written notice (a Complaint) to the other party against whom the Applicant seeks relief (the Respondent). In the Complaint, the Applicant shall describe the substance of the matter which is submitted to arbitration and name three (3) persons whom the Applicant is prepared to nominate as arbitrator, each of such persons to be independent of the Parties and qualified by education and training to pass upon the particular matter in dispute (an Approved Arbitrator). Within seven (7) days of the receipt of the Complaint, the Respondent shall by written notice to the Applicant select one of the three (3) persons named by the Applicant or provide the Applicant with a list of three (3) persons who are Approved Arbitrators. Within seven (7) days of receipt of the Respondent’s list, by written notice to the Respondent, the Applicant shall select one of such persons or provide a further list of three (3) Approved Arbitrators. The Parties shall continue to exchange lists of three (3) Approved Arbitrators in this fashion until an Approved Arbitrator is selected. Neither Cleanster.com nor the Service Professional nor their representatives shall communicate with any proposed Arbitrator at any time during the arbitrator-selection process prior to the appointment of the Arbitrator.

The Arbitrator’s award shall be final and binding on the Service Professional and Cleanster.com. There shall be no appeal from the Arbitrator’s award.

The fees and expenses of the Arbitrator and costs of the arbitration facilities shall be periodically billed to and paid in equal proportions by the Parties to the Arbitration as the Arbitration proceeds. The Arbitrator shall have the power to award costs, including the fees and expenses of the Arbitrator and costs of the arbitration facilities, in whole or in part, upon hearing submissions by any Party requesting same and any responding submissions from the other Party.

The arbitration, any awards, and all proceedings in relation thereto shall be private and confidential between the Parties except to the extent that any disclosure is necessary for the purpose of any court proceedings under this section or the British Columbia Arbitration Act or the British Columbia Arbitration Act, as applicable.

(b) CLASS ACTION WAIVER-PLEASE READ. Cleanster.com and Service Professional mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class action, collective action, and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (Class Action Waiver). Notwithstanding any other clause contained in this Agreement, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

(c) Service Professional agrees and acknowledges that entering into this arbitration agreement does not change Service Professional’s status as an independent contractor in fact and in law, that Service Professional is not an employee of Cleanster.com or any Service Requester and that any disputes in this regard shall be subject to arbitration as provided in this agreement.

(d) Regardless of any other terms of this Agreement, claims may be brought before, and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.

(e) Right to Consult with A Lawyer: Service Professional has the right to consult with private counsel of the Service Professional’s choice for independent legal advice with respect to any aspect of, or any claim that may be subject to, this dispute resolution provision.

(f) In the event any portion of this dispute resolution provision is deemed unenforceable, the remainder of this dispute resolution provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a court of competent jurisdiction, but the portion of the Class Action Waiver that is valid and enforceable shall be enforced in arbitration.

12.3 Governing Law.

For Service Professionals providing Services primarily in Ontario, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. For Service Professionals providing Services primarily in British Columbia, this Agreement shall be governed by and construed in accordance with the Province of British Columbia laws and the federal laws of Canada applicable in the Province of British Columbia.

13. SERVICE REQUESTER PRIVACY

Service Professional understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Service Requesters and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Service Requester, Service Professional agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Service Requesters, including addresses, telephone numbers and/or financial information. Service Professional further agrees not to engage in any activity which violates the privacy of any Service Requester, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Service Requester or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

14. MODIFICATION

Service Professional hereby expressly acknowledges and agrees that, by using or receiving access to the Cleanster.com, Service Professional and Cleanster.com are bound by the then-current version of this Agreement, including any modifications and supplements to this Agreement or documents incorporated herein, including the Schedules below. Continued use of the Cleanster.com after any modifications or supplements to the Agreement shall constitute Service Professional’s consent to such modifications and supplements. Service Professional is responsible for regularly reviewing this Agreement.

15. MISCELLANEOUS

All notices other than those required by Section 3.1 and Section 12, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that the receiving party may designate from time to time in accordance with this paragraph). The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or electronic (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of a waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts, including by facsimile or another electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for the convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Cleanster.com’s website or the Cleanster.com. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

Service Professional acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Service Professional’s own expense, prior to signing this Agreement.

BY CHECKING THE BOX STATING I AGREE TO THE SERVICE PROFESSIONAL AGREEMENT, YOU HEREBY AGREE TO THIS SERVICE PROFESSIONAL AGREEMENT.

You understand that your electronic signature is as legally binding as a handwritten signature.

SCHEDULE 1

Service Professional is licensed (to the extent required by applicable law), qualified, and otherwise authorized to provide the following Services:

Home Cleaning

Office Cleaning

Moving In/Out Cleaning

Airbnb & Rental Cleaning

Other General Cleaning

SCHEDULE 2 – LIQUIDATED DAMAGES FOR SERVICE FAILURE/CANCELLATION*

Service Professional fails to complete Job in accordance with Service Requester specifications, including as to particular Services requested or Job start time, and Service Requester complains Fee of $15

Service Professional leaves Job before Estimated Work Time has elapsed Fee of $7.50 per half hour not worked

Service Professional cancels or reschedules on less than 48 hours notice but with more than 24 hours notice prior to Job start time Fee of $10

Service Professional cancels or reschedules on less than 24 hours notice but with more than 4 hours notice prior to Job start time Fee of $20

Service Professional cancels or reschedules on less than 4 hours notice prior to Job start time Fee of $40

Service Professional fails to appear for booked Job without notice to Service Requester and Cleanster.com Fee of $50

Service Professional requests payment remission ahead of standard schedule Fee of up to$5 per request

Service Professional fails to complete Job to the satisfaction of Service Requester(as reported by Service Requester), resulting in a refund or credit to service Requester Fee of $15

Service Requester cancels or reschedules on less than 12 hours notice but with more than 30 minutes notice prior to Job start time. No payment if cancellation is a result of reported failure to appear for booked Job without notice Payment of$15

Service Requester cancels or reschedules on less than 30 minutes notice Payment equal to the entire service fee for Job, up to 3 hours

Inability to perform services not attributable to either party (e.g., Service Professional had difficulty opening the lock with the key provided, location of Job had unsafe working conditions, etc.) Payment of$15

Damage and/or loss of a Service Requestor’s items or property Fee of $5 based on the loss or as otherwise negotiated

Failure to return the Service Requester’s key Fee of $100

Off PlatformFee if Service Professional engages Service Requester to provide services outside of the Cleanster.com Fee of $100

*Unless Service Professional and Cleanster.com have mutually agreed in writing to another service failure payment amount.