Terms & Conditions

# Our Terms & Conditions

Please read these Terms & Conditions carefully before using our website and services.

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Last Modified: April 2025

Before using the SOV-O Website or App (collectively the “Services”), please read these Terms of Service carefully. The Services are owned and created by SOV-O Ventures Inc. When we speak of “SOV-O Inc.,” “SOV-O,” “Company,” “we,” “us,” or “our,” throughout these Terms of Service, we mean SOV-O Ventures Inc. and its affiliates.

Please note: Section 24 of these Terms of Service contains an arbitration clause, class action waiver, and waiver of jury trial. By accepting these Terms of Service, you agree to be bound by such provisions. These Terms of Service also contain (i) a limitation of liability that may limit the amount of damages to which you are entitled; and (ii) indemnities with respect to Losses (as defined below) that SOV-O Inc. may suffer in connection with your use of the Services.

When you purchase or obtain Opportunity Services (as defined below), you are entering into a contract directly with the person who provides such Opportunity Services. SOV-O Inc. is not responsible for any of the goods or services (including Opportunity Services) that you purchase or obtain through the App or Services that are provided by Opportunity Seekers or Volunteers (as defined in Section 10) and third-party service providers.

The Services are not intended for individuals under the age of 18. If you are under 18 years of age, then you may not use the Services. You may not use the Services unless you are a resident of Canada.

Each time you use our Services, you consent to the collection, use and disclosure of personal information by SOV-O Inc. in accordance with our Privacy Policy, as amended from time to time.

###### 1. DEFINITIONS

“Opportunity Seeker” means any individual or entity that offers to perform services or Opportunities through the Services.

“Opportunity Poster” means any individual or entity that posts Opportunity Services for an Opportunity Seeker or Volunteer to perform through the Services.

“Opportunity Services” means any service posted by an Opportunity Poster or any service performed by an Opportunity Seeker.

“User(s)” means any Opportunity Poster, Opportunity Seeker, Volunteer, or any other person or entity using the Services.

“Volunteer” means any individual who provides unpaid assistance or services through the Services, and as further described in Section 11.

“Wallet” means the escrow account system within the Services that facilitates financial transactions between users.

All other capitalized terms used but not defined above shall have the meanings ascribed to them elsewhere in this Terms of Service.

###### 2. ACCEPTANCE OF TERMS

The following Terms of Service (“TOS”) govern your access or use of the SOV-O mobile application (“App”), the SOV-O website [www.sov-o.com] (“Website”), and the content, information, and services provided through the App, Website, or other software provided by SOV-O Inc. (collectively, “Services”). We may update these Terms of Service from time to time without prior notice to you. In addition, when using our Services, you will be subject to any guidelines or rules applicable to such Services that may be posted from time to time. All such guidelines or rules are deemed to be part of these TOS.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these TOS for the purposes of the applicable Services. Supplemental terms shall prevail over these TOS in the event of a conflict with respect to the applicable Services.

If you are under the age of 18, you are prohibited from using our Services.

If you are using our Services as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these TOS, “you” and “your” will refer to apply to that business, company, or other legal entity), then:

- You accept these TOS, and you may be responsible for any act or omission of any employees, contractors, or third party agents using the Services (or providing services through the Services) on your behalf;
- You and your Representative represent and warrant that the Representative has the authority to bind you to these TOS; and
- You covenant that you have the right, power, and authority to enter into these TOS, perform your obligations, and grant the rights, licenses, and authorizations in these TOS.

###### 3. DESCRIPTION OF SERVICE

We provide Services that connect users to engage in posting and completing Opportunity Services for one another. Unless we state otherwise, any new features, programs, and services that augment or enhance the Services will be subject to these TOS. You agree that the Services are provided “AS-IS” and that we assume no responsibility for the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy. YOU ACKNOWLEDGE THAT OPPORTUNITY SERVICES ARE PROVIDED BY THIRD PARTY SERVICE PROVIDERS (OPPORTUNITY SEEKERS OR VOLUNTEERS) WHO ARE NOT EMPLOYED BY SOV-O VENTURES INC. OR ANY OF ITS AFFILIATES, AND ACT AS INDEPENDENT CONTRACTORS.

You may not access the Services from territories where the Services or any content or functionality of the Services are prohibited.

We are not responsible for any of the goods or services that you purchase or obtain from the Services that are provided by third-party service providers, Opportunity Seekers, and Volunteers, including Opportunity Services. You agree that we have a commercial relationship with each such person who offers Opportunity Services through the Services and that such service providers may be able to have their products or services listed more prominently or be featured in exchange for compensation. Opportunity Services are provided by peers and not necessarily licensed professionals. You are aware that Opportunity Seekers and Volunteers (as defined below) may not have the credentials or necessary insurance coverage to provide Opportunity Services and that you engage in Services with Opportunity Seekers or Volunteers of your own accord. You should consider the advice provided during Opportunity Services with caution and seek a professional supplementary opinion.

Parties providing Opportunity Services are members of the SOV-O community and have not, in all cases, been screened by us for the quality of their advice or to ensure your safety when you arrange in person or online Opportunity Services. You agree that we DO NOT assume responsibility for any products, content, services, websites, advertisements, offers, or information that are provided by third parties and made available through the Services, including, for certainty, the Opportunity Services made available through the Services by Opportunity Seekers or Volunteers.

When you purchase or obtain Opportunity Services, you are entering into a contract directly with the person who provides the Opportunity Services. We act solely as a technology platform facilitating connections between users and are not and will not become a party to or other participant in any contractual relationship between the Opportunity Seeker or Volunteer, and the Opportunity Poster, except as expressly set forth herein. We do not act as an agent in any capacity for an Opportunity Seeker, except as follows. SOV-O Ventures Inc. is a limited agent for Opportunity Seekers with the authority to offer an Opportunity Seeker’s services for sale at the price shown through the App. We have the authority to accept or decline your request to purchase or obtain such services on behalf of an Opportunity Seeker and collect payment for your purchase on behalf of the Opportunity Seeker. We also have the authority to provide certain discounts and promotional offers in connection with Opportunity Services offered through the Services. We are not responsible for the quality, character or safety of any products or services (including Opportunity Services) available through the Services; these aspects are the sole responsibility of Opportunity Seekers.

You understand that certain processes within the Services are time-sensitive and require compliance to ensure proper functioning of the community. As a result, you will activate system notifications to ensure you receive important alerts and/or you will monitor activity on the Services to ensure you attend to notifications within the required time. You hereby release and agree to hold harmless SOV-O Ventures Inc. from any and all liability, damages, or claims arising from or related to your failure to receive, monitor, or act on any notifications.

###### You agree not to:

- Collect users' content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission;
- Engage in unlawful multi-level marketing, such as a pyramid scheme, using the Services;
- Upload viruses or other malicious code;
- Solicit login information or access an account belonging to someone else;
- Access the Services by any means other than through the interface that is provided by SOV-O or SOV-O Ventures Inc. for use in accessing the Services;
- Use the Services to do anything unlawful, misleading, malicious, or discriminatory;
- Use the Services if you have been convicted of a crime involving assault (whether sexual or otherwise), serious bodily harm, stalking, or any other violent acts;
- Do anything that could disable, overburden, or impair the proper working order or appearance of the Services, such as a denial of service attack or interference with page rendering or other functionality; or
- Facilitate or encourage any violations of these TOS.

###### 4. YOUR REGISTRATION OBLIGATIONS; ACCURACY OF INFORMATION; PERMITTED USERS

We reserve the right to decline to provide Services to any person who breaches these TOS.

In consideration of your use of the Services, you agree to:

- Provide true, accurate, current, and complete information about yourself as prompted by the online registration form when you sign up for the Services or register as an Opportunity Poster to attend Opportunity Services or as an Opportunity Seeker or Volunteer to provide Opportunity Services (the “Registration Data”) or with respect to any payment information requested;
- Maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, materially inaccurate, or incomplete, or if you do not keep it current, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and your Subscription and refuse your access to or use of the Services.

The Services are not intended for individuals under the age of 18. You hereby affirm that you are at least 18 years of age. If you are under 18 years of age, then you may not use the Services.

Use of the Services is restricted to residents of Canada. If you are acting as an Opportunity Seeker, you must have legal authorization to work in the jurisdiction in which you offer Opportunity Services.

You are responsible for obtaining and maintaining all mobile devices, computer hardware, and other equipment needed for access to and use of the Services and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Services.

###### 5. SOV-O PRIVACY POLICY; CONFIDENTIALITY

Registration Data and personal information about you are subject to our Privacy Policy, the terms of which are incorporated by reference and can be viewed. Each time you use the Services, you consent to the collection, use, and disclosure of personal information by us in accordance with our Privacy Policy, as amended from time to time.

You agree to comply with the terms of any existing formal or implied agreement of confidentiality with respect to any third party. An example would be your current or former employer with which you are bound by a non-disclosure agreement, employment agreement, or otherwise. You are responsible for ensuring you have authority to disclose any information to any other member which may be private, confidential and/or sensitive in nature to any third party.

You agree to treat any non-public, sensitive, or personal information (collectively, "Confidential Information") you receive from an Opportunity Poster, Volunteer, or Opportunity Seeker as confidential and to protect it from unauthorized access, in accordance with applicable legal and professional standards. This does not apply to general communications about availability, service descriptions, or other information that is clearly not of a confidential nature. If you enter into a separate confidentiality or non-disclosure agreement, you agree to comply with its terms.

###### 6. ACCOUNT, PASSWORD AND SECURITY

You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur when your password or account are used. You agree to:

- Immediately notify us of any unauthorized use of your password or account or any other breach of security;
- Ensure that you exit from your account at the end of each session.

We will not be liable for any loss or damage arising from your failure to comply with these TOS.

###### 7. INDEMNITY; DAMAGE CLAIMS BY ANOTHER OPPORTUNITY POSTER, VOLUNTEER, OR OPPORTUNITY SEEKER

You agree to indemnify and hold SOV-O Ventures Inc. and its affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”), whether direct or third party Claims, arising from or related to your negligence or wilful misconduct, your violation of these TOS, your provision of Opportunity Services, or your violation of any rights of another person.

If an Opportunity Seeker, Volunteer, or Opportunity Poster claims and provides evidence that you have damaged their property or caused damage or injury to any person or property in connection with Opportunity Services, you acknowledge that such Opportunity Seeker, Volunteer, or Opportunity Poster may have a claim against you for Losses (a “Damage Claim”).

You are responsible for the acts or omissions of yourself, as well as any individuals who you invite to attend the Opportunity Services (unless they have signed up through the Services with their own account to attend the Opportunity Services). You agree to cooperate and assist SOV-O Ventures Inc. in good faith and to provide us with such information and to take such action as may be reasonably requested by us in connection with any Damage Claim or such other complaints or claims made by a third party in connection with Opportunity Services for which you were registered.

###### 8. WALLET, PAYMENT AND BILLING; FEES

The SOV-O App features two payment methods: (1) a Wallet system and (2) direct credit card payments, both powered by Stripe, designed to facilitate financial transactions between Opportunity Seekers and Opportunity Posters. The Wallet system holds funds in escrow, allowing users to deposit or withdraw money as necessary. Payments for Opportunity Services can be conducted via either the Wallet or through direct credit card payments, ensuring seamless transactions. Once an Opportunity Service is completed, the Opportunity Seeker will receive payment from the Opportunity Poster directly into their Wallet. However, certain restrictions apply: funds cannot remain in the Wallet indefinitely and must be withdrawn at least once per month. Failure to withdraw funds within this monthly timeframe may result in account restrictions and/or administrative fees of up to 2% of the held balance. For direct credit card payments, funds will be automatically deposited into the Opportunity Seeker's Wallet upon service completion and confirmation. It is important to note that SOV-O Ventures Inc. and any associated third parties do not operate as a banking system; as such, no interest will accrue on funds held within the Wallet.

You acknowledge and agree that there are fixed service fees for the use of Services, and that we reserve the right to change the service fee or implement charges for new features of the Services as indicated to you from time to time. Any such fees will be set out on the App or Website.

We charge fees to Opportunity Seekers when they provide Opportunity Services through the Services (each such fee, a “Service Fee”). The applicable Service Fee will be 6% of the fee charged for each Opportunity Service provided, plus HST. We reserve the right to change the Service Fee at any time, and we will provide you with adequate notice of such fee changes before they become effective. Service Fee changes will not affect any purchases made by Opportunity Posters prior to the effective date of the Service Fee change. Such Service Fee will be automatically deducted from the funds, whether they are held in the Wallet or processed via direct credit card payment, immediately before the remaining balance is transferred to the Opportunity Seeker's Wallet. In any case where our Service Fee is not automatically deducted through the Wallet system or credit card payment, Opportunity Seekers are responsible for paying any Service Fees that you owe to us, including applicable taxes such as sales tax or goods and services tax.

Payments must be made through the App using either the Wallet system or an authorized credit card. As an Opportunity Poster, your method of payment will be charged once you and the Opportunity Seeker have agreed upon the fee for the Opportunity Service. For Wallet payments, funds will be held in escrow until confirmation has been received by both the Opportunity Seeker and Opportunity Poster that the Opportunity Service(s) has been completed. For direct credit card payments, the transaction will be processed upon service completion confirmation. In both cases, the Service Fee will be deducted, and the remaining balance will be transferred to the Opportunity Seeker's Wallet.

In the event of a cancellation, request for refund, or conflict where a request for a refund is successful, Opportunity Posters may be eligible for a refund of the fee paid for the Opportunity Service, the Service Fee, and applicable taxes. See Section 8 Cancellations, Rescheduling, Conflicts and Refunds for more.

From time to time, information on the Services may contain typographical errors, inaccuracies, or omissions with respect to pricing, service offerings, promotional offers, and other matters. We reserve the right, without prior notice, to correct any errors, inaccuracies or omissions, to change or update information, and to refuse or cancel orders if any information on the Services contains a typographical error, inaccuracy, or omission at any time (including after you have submitted your order or accepted an offer to provide Opportunity Services and after your credit card or other payment method have been charged). We will not be held liable for any such errors, inaccuracies or omissions.

YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY BILLING AGENT WE USE SUCH AS STRIPE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US (INCLUDING APPLICABLE FEES AND TAXES) WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW.

We may limit the number of promotions for which you may be eligible in a given period. In addition, certain promotional offers and discounts may apply to first-time users, Opportunity Seekers, or Opportunity Posters only. We have no obligation to withhold taxes in connection with any services provided by an Opportunity Seeker to you in connection with the Services.

If, for any reason, we do not receive payment from your credit card or other payment method issuer, then upon demand, you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay us the amount indicated in each invoice by the due date reflected on the invoice.

Your failure to pay according to these TOS shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 18% per annum or the maximum amount permissible by law and/or (ii) suspend or terminate your account, subscription (if applicable), and/or access to our Services. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of terminated accounts. Please note that if your account is terminated, we may be unable to reinstate prior ratings, points, or pricing levels that may have been earned, received, or otherwise accumulated prior to termination.

If you believe that a billing discrepancy has occurred, you must notify us within 60 days after the date on which such discrepancy first appeared on your credit card or other payment method account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period.

Expenses and incidental costs not specifically stated in the Opportunity Services listing or your confirmation receipt, including, but not limited to, costs for transportation, are your sole responsibility.

ALL TRANSACTIONS AND PAYMENTS MUST BE CONDUCTED IN THE LAWFUL CURRENCY OF CANADA (CANADIAN DOLLARS).

ANY PAYMENTS OR ARRANGEMENTS FOR PAYMENTS OR OPPORTUNITY SERVICES OUTSIDE THE SERVICES ARE STRICTLY PROHIBITED. USERS WHO ATTEMPT TO CIRCUMVENT THE PLATFORM'S PAYMENT SYSTEM ARE IN VIOLATION OF THESE TOS AND MAY HAVE THEIR ACCOUNTS TERMINATED IMMEDIATELY. WE ACCEPT NO RESPONSIBILITY FOR ANY LOSSES INCURRED THROUGH UNAUTHORIZED PAYMENT ARRANGEMENTS.

###### 9. CANCELLATIONS, RESCHEDULING, CONFLICTS AND REFUNDS

Prior to a scheduled Opportunity Service between an Opportunity Poster and Opportunity Seeker or Volunteer, with respect to the provision of Opportunity Services, we will use commercially reasonable efforts to remind you of the scheduled Opportunity Service.

At any time prior to a scheduled Opportunity Service, either the Opportunity Poster, Volunteer, or Opportunity Seeker may cancel or reschedule the scheduled Opportunity Service. If a scheduled Opportunity Service is cancelled or rescheduled by an Opportunity Poster within 24 hours of the scheduled time, the Opportunity Poster may be subject to a cancellation fee, a portion of which may go to compensating the Opportunity Seeker.

Upon scheduling an Opportunity Service, the Opportunity Poster may cancel or reschedule a scheduled Opportunity Service up until 24 hours before the Opportunity Service’s scheduled start time (the “Cancellation Window”). If the Opportunity Poster cancels or reschedules a scheduled Opportunity Service during the Cancellation Window, the Opportunity Poster will not be charged for the cancelled Opportunity Service, and the Opportunity Seeker will not receive any payment for the cancelled Opportunity Service.

Once the Cancellation Window has ended, the Opportunity Poster may attempt to cancel or reschedule the scheduled Opportunity Service on the App. However, if the Opportunity Seeker does not accept the Opportunity Poster’s cancellation attempt on the Services, then (i) the Opportunity Service will be deemed to have taken place, (ii) the Opportunity Poster may be charged for the Opportunity Service, and (iii) the Opportunity Seeker may be entitled to payment for the quote amount provided for such Opportunity Service. If the Opportunity Poster believes the Opportunity Seeker should have agreed to cancel or reschedule the Opportunity Service, the Opportunity Poster may report the Opportunity Seeker to us for unprofessional behaviour. In this instance, we may choose to investigate and assess the incident accordingly. In such a case or any similar case where a conflict or dispute exists between the Opportunity Seeker, Volunteer, or Opportunity Poster (each case a “Conflict”), such party may alert us of such Conflict.

We are aware that in some instances the Opportunity Seeker may cancel a scheduled Opportunity Service after the Cancellation Window has ended. In such scenarios, we will be tracking such cancellations and caution Opportunity Seekers that a pattern of frequent cancellations will result in their suspension and possible termination of use of the Services.

All amounts paid by Opportunity Posters are final and non-refundable, unless otherwise determined by us, unless a Conflict exists, or unless otherwise set out in these TOS or in a refund policy that we may create from time to time and post on the Services. If you believe you are entitled or should be entitled to a refund, you must contact us within 30 days after you are charged for the Opportunity Services. Should you be entitled to a refund, you may elect to have the refund amount (i) credited to your Wallet or (ii) refunded directly to your credit card, subject to a 3% service charge. In either case, we will not be obligated to refund any third-party charges including from payment intermediaries (e.g. Stripe) or any losses due to currency exchange or fluctuations in currency.

If we suspect any fraudulent activities involving the cancellation of scheduled Opportunity Services, all involved parties may be subject to immediate termination from the use of the Services, and we may reserve our right to bring an action against suspected parties for damages.

###### 10. PROVISION OF OPPORTUNITY SERVICES; TAXES FOR OPPORTUNITY SEEKERS

###### A) Relationship of Opportunity Seeker

If you provide Opportunity Services, you acknowledge that you are a third-party service provider, and you are not employed by SOV-O Ventures Inc. or any of its affiliates. When you provide Opportunity Services, you are entering into a contract directly with the Opportunity Poster who purchases or obtains the Opportunity Services. We are not and do not become a party to or a participant in any contractual relationship between Opportunity Seekers and Opportunity Posters.

###### B) Screening of Participants; Injuries and Damages

You acknowledge that we do not pre-screen the health (mental or physical), skills, or learning capabilities of Opportunity Posters who purchase or obtain Opportunity Services, and that we do not assume any responsibility for their poor health, skills, or learning capabilities. We are not responsible for any injuries (including death) or damage to property (whether yours or otherwise) in connection with the Opportunity Services, whether such injuries (including death) or damage are caused by Opportunity Posters or otherwise.

###### C) Taxes

As an Opportunity Seeker, you are responsible for determining your obligations to report, collect, remit or include in the price of the Opportunity Services any applicable value added tax, GST/HST, provincial sales tax, or other indirect sales taxes. You are also responsible, and you agree to, report and remit such taxes in accordance with applicable law. We are not responsible for any income taxes, employment insurance, pension deductions, or other payments to you in connection with the provision of Opportunity Services.

Tax regulations may require us to collect appropriate tax information from Opportunity Seekers, such as a GST/HST number, or to withhold taxes from payouts to Opportunity Seekers, or both. If an Opportunity Seeker fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine in good faith to be required to negate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution. However, you acknowledge and agree that we have no obligation to withhold any taxes in connection with Opportunity Services, and that you are required to comply with any income tax and withholding requirements on any income you receive, and that if such an obligation arises you will be solely responsible for the timely payment of such tax and any interest or penalties.

You acknowledge and agree that the Service Fee does not include (unless otherwise indicated on the Services) applicable taxes, such as GST/HST, provincial sales tax, value added tax, or other indirect sales taxes that we may be required to collect from you, and you agree that we may reduce the amount paid to you for the Opportunity Services by the amount of tax we are required to collect.

###### D) Compliance with Laws and Licences; Other Obligations

You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to the Opportunity Services that you offer, (ii) obtaining any required licences, permits, or registrations prior to providing the Opportunity Services that you offer; and (iii) ensuring that the Opportunity Services that you offer (and the listing of the Opportunity Services on the Services) will not breach any agreement you may have with any third party. Please note the following:

- If you are unsure about anything relating to the Opportunity Services that you offer, we encourage you to check with the applicable governmental authorities or to speak to a lawyer to discuss the Opportunity Services that you offer and confirm the Opportunity Services that you offer complies with local laws including health, tax, safety, and insurance requirements;
- In certain jurisdictions, Opportunity Seekers may be required to register their provision of Opportunity Services as a business with applicable government bodies;
- You are responsible for ensuring you are permitted to work and to offer service in the jurisdiction(s) in which you conduct the Opportunity Services that you offer;
- In jurisdictions with business licensing requirements, failure to register could result in fines, penalties, and the disruption of the Opportunity Services until proper registration is completed. In certain jurisdictions, you may also need to obtain specific permits and/or licences in order to conduct regulated activities that are part of the Opportunity Services. These permits and/or licences may be required by a local licensing department and a federal or national licensing department;
- Consumer protection laws may apply to the Opportunity Services that you offer, including with respect to requirements to offer refunds and to accurately describe the Opportunity Services that you offer on the Services.

When using the Services and during Opportunity Services, you agree to: (i) uphold the highest level of customer service and professionalism when communicating with Opportunity Posters or with us; (ii) provide the services in a competent, professional, safe, and reliable manner; and (iii) be responsive, prompt, courteous, friendly and helpful in providing any Opportunity Services or in communications with respect to Opportunity Services. By registering as an Opportunity Seeker, you give us consent to conduct background checks and criminal record checks on you from time to time, without notice. You understand and agree that any unprofessional behaviour or acts will not be tolerated and may lead to your removal from the Services.

You agree that you, as an Opportunity Seeker, are qualified to provide the Opportunity Services that you offer, meaning that you hold all requisite training, licensing, certification, education, experience, and similar qualifications to provide the Opportunity Services with a professional level of care. You agree not to perform any Opportunity Services under the influence of alcohol or drugs, except in strict compliance with the prescription of a licensed physician in your jurisdiction.

You understand and agree that you may receive personal information of Opportunity Posters that is protected by privacy laws and is governed by the terms of the SOV-O Privacy Policy. You agree not to use personal information of Opportunity Posters that you receive in connection with the Services except to provide the services contemplated by the Opportunity Services or to communicate with them through the Services prior to or during the Opportunity Services.

###### 11. VOLUNTEERS

Volunteers are individuals who elect to take on Opportunity Services without charging the Opportunity Poster any fees. Volunteers provide their services voluntarily and without any compensation. As such, any engagement with a Volunteer is undertaken at the sole risk of the Opportunity Poster.

Opportunity Posters who choose to engage a Volunteer acknowledge and accept that Volunteers may not possess the same qualifications, skills, or abilities to complete or provide an Opportunity Service as an Opportunity Seeker. By choosing to engage with a Volunteer, Opportunity Posters assume all risks associated with the Volunteer’s ability to fulfill the Opportunity Service.

SOV-O Ventures Inc. bears no responsibility for the actions, services, or omissions of Volunteers. SOV-O does not have any formal relationship with Volunteers, and any Opportunity Services rendered by Volunteers are done so independently of SOV-O Ventures Inc. You agree that SOV-O Ventures Inc. shall not be liable for any damages, losses, or injuries arising from or related to the services provided by a Volunteer.

Volunteers agree to conduct themselves in a professional and respectful manner while providing Opportunity Services. Volunteers must comply with any applicable laws and regulations in connection with their provision of services, and they agree to respect the privacy and confidentiality of any personal information they may receive from Opportunity Posters.

SOV-O Ventures Inc. does not endorse or recommend any Volunteers. It is the responsibility of the Opportunity Poster to evaluate and select Volunteers based on their own criteria and judgment.

###### 12. MODIFICATIONS TO SERVICES; RESALE

We reserve the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), including SOV-O, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or your access thereto.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Services or any proprietary information of SOV-O contained in the Services.

###### 13. TERMINATION

You agree that we, in our sole discretion, may terminate your password, account or use of the Services, and remove and discard any content accessible via the Services (provided that it is in compliance with applicable laws), for any good faith reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these TOS. We may also in our sole discretion and at any time discontinue providing the Services, or any part thereof, without notice. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Services or expungement of your information, provided that we have complied with our obligations in these TOS.

We reiterate our ZERO-TOLERANCE described in Section 8 above, for any activities engaged in by Opportunity Seekers or Opportunity Posters involving payment methods outside the App and our Services. Such activity will result in immediate termination of your account, access to the Services, and potential legal recourse.

###### 14. SOV-O’S PROPRIETARY RIGHTS

This section applies to any party accessing the Services in any capacity, including but not limited to Opportunity Posters, Volunteers, Opportunity Seekers, and individuals, entities, or third parties browsing the App or Website.

You acknowledge and agree that the Services and any proprietary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Services, and information presented to you through the Services is protected by the law of copyright, trademark, service mark, patent or other proprietary rights laws. Except as expressly authorized by SOV-O Ventures Inc. or its information partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.

We grant you a personal, non-transferable and non-exclusive right to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create any derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code for the Services, sell, assign, sub-licence, grant a security interest in or otherwise transfer any right in the Services or the underlying software. You agree not to obtain or attempt to obtain unauthorized access to the Services or the underlying software.

If you post content or submit material using or through the Services, then unless we indicate otherwise, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, adapt, publish, perform, translate, produce, reproduce, modify, create derivative works from, distribute, communicate to the public, and display such content throughout the world in any media for all purposes, including in advertising and promotions. You grant us and our sublicenses the right to use the name that you submit in connection with such content, if we or our sublicenses choose. You represent and warrant that you own or otherwise control all the rights to the content that you post, that the content is accurate, and that use of the content you supply does not violate these TOS and will not cause injury to any person or entity. You represent and warrant that you will indemnify and hold us harmless for all Claims resulting from content you supply. We have the right, but not the obligation, to monitor and edit or remove any activity or content, and we take no responsibility and assume no liability for any content posted by you or any third party.

If you provide us with any feedback or comments regarding the Services, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you and to publish such feedback and comments together with your first name and the initial of your last name.

###### 15. RATINGS AND REVIEWS

The Services provide the opportunity for Opportunity Posters, Volunteers, and Opportunity Seekers to leave public reviews (“Reviews”) and submit ratings (“Ratings”). Reviews and Ratings reflect the views of Opportunity Posters, Volunteers, and Opportunity Seekers and do not reflect the opinion of SOV-O Ventures Inc. We do not verify Ratings or Reviews, which means Ratings and Reviews may be inaccurate or misleading. If you post a Review or a Rating, then you agree that such Review or Rating shall not contain any offensive, libelous, or defamatory language, shall be accurate, and shall be compliant with other terms of these TOS. We reserve the right to remove any Reviews or Ratings that, in our opinion, acting reasonably, do not comply with these TOS. You acknowledge and agree that the Ratings and Reviews are public, and are viewable by other Opportunity Posters, Volunteers, and Opportunity Seekers using the Services, as well as members of the public.

You agree not to:

- Manipulate the Ratings or Reviews in any manner, including by asking a third party to write a Review or provide a Rating about an Opportunity Poster, Volunteers, or Opportunity Seeker who has not participated in the applicable Opportunity Services being reviewed;
- Threaten to use Reviews or Ratings to force an Opportunity Seeker or Opportunity Poster to provide refunds, additional compensation, or a reciprocal positive Review or Rating;
- Require an Opportunity Poster, Volunteer, or Opportunity Seeker to leave a positive Review or Rating in exchange for a reciprocal Review or Rating; or
- Ask an Opportunity Poster, Volunteer, or Opportunity Seeker to take specific actions related to a Review or Rating in exchange for a resolution to a dispute between the parties.

The foregoing does not prohibit an Opportunity Poster from contacting an Opportunity Seeker or Volunteer (or vice versa) with a problem prior to leaving a Review or Rating.

###### 16. DISCRIMINATION AND HARASSMENT

You agree not to discriminate against or harass (whether on the basis of marital status, religion, sexual or gender orientation, race, national origin, age or otherwise) anyone (including an Opportunity Seeker, Volunteer, or Opportunity Poster) in connection with the Services (including your attendance at Opportunity Services). You agree that if you display discriminatory conduct or harassing behaviour during Opportunity Services, you may be asked to leave the Opportunity Services and, to the extent, such allegations of discrimination or harassment were made in good faith and based on conduct that could be reasonably interpreted to be discriminatory or harassment, you will not be entitled to a refund.

Without limiting the foregoing, Opportunity Seekers and Volunteers shall not:

- Decline or impose any different terms or conditions on an Opportunity Poster based on race, colour, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status; or
- Without our express consent, not to be unreasonably withheld, decline an Opportunity Poster based on any actual or perceived disability (provided that you may provide factually accurate information about challenges that the Opportunity Poster may face during the Opportunity Services, to allow the Opportunity Poster to assess for themselves whether the Opportunity Services is appropriate for their individual needs).

You agree not to aggressively solicit unwanted business or personal relationships (such as romantic or sexual connections) outside of the intended purpose of the Services, which is strictly for professional use.

###### 17. USE OF THE SOV-O APP

If you download the App from a distribution platform or app store other than through the Website (each an “App Provider”), including through a platform operated by Google or Apple, then you acknowledge and agree that: (i) these TOS are between you and SOV-O Ventures Inc., and not the App Provider; (ii) you must comply with the App Provider’s applicable terms and conditions; (iii) the App Provider is not responsible for any claims you have with respect to your use of the App, including any product liability claims, and the App Provider has no warranty obligation with respect to the App or obligation for any maintenance or support services with respect to the App; (iv) the App Provider is a third party beneficiary of these TOS and has the right to enforce these TOS against you as a third party beneficiary thereof; (v) you will comply with all third party terms and conditions when using the App, including those of your data service provider.

You may not use or otherwise export or re-export the App except as authorized by Canadian law, and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any Canadian-embargoed countries or (b) to anyone on the Listed Persons under the Canadian Special Economic Measures Act or U.S. Treasury Department’s Specially Designated Nationals List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by Canadian law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

You acknowledge that in the event of any third party claim that the App, or your possession and use of the App, infringes that third party’s intellectual property rights, the App Provider shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

###### 18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:

- YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOV-O VENTURES INC. EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- SOV-O VENTURES INC. MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING. SOV-O VENTURES INC. MAKES NO WARRANTY WITH RESPECT TO THE SERVICES PROVIDED BY ANY OPPORTUNITY SEEKERS OR VOLUNTEERS THROUGH OR IN CONNECTION WITH THE SERVICES. SOV-O VENTURES INC. DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS, INCLUDING OPPORTUNITY SEEKERS OR VOLUNTEERS WHO PROVIDE SERVICES THROUGH OR IN CONNECTION WITH THE SERVICES.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED BY YOU AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOV-O VENTURES INC. OR THROUGH OR FROM THE SERVICES (INCLUDING BY AN OPPORTUNITY SEEKER OR VOLUNTEER) WILL CREATE ANY WARRANTY OR OBLIGATION NOT EXPRESSLY STATED IN THESE TOS.

###### 19. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:

SOV-O VENTURES INC. AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS OTHER THAN OPPORTUNITY SEEKERS OR VOLUNTEERS (COLLECTIVELY, THE “SOV-O PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ONE OR MORE OF THE SOV-O PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

- (I) YOUR ACCESS OR USE, OR YOUR INABILITY TO USE, THE SERVICES, INCLUDING ANY OPPORTUNITY SERVICES OR ADVICE PROVIDED THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS PURCHASED, OBTAINED, OR OFFERED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES;
- (II) THE COST OF SUBSTITUTE GOODS AND SERVICES;
- (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA;
- (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR
- (V) ANY OTHER MATTER RELATING TO THE SERVICES.

IN NO EVENT SHALL THE SOV-O PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL LOSSES RELATING TO THE SERVICES (INCLUDING ANY SERVICES PROVIDED WITH RESPECT TO OPPORTUNITY SERVICES THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES OR ANY PRODUCTS PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICES OR IN CONNECTION WITH THE SERVICES) EXCEED THE GREATER OF:

- (I) $500;
- (II) THE AMOUNTS PAID BY YOU TO SOV-O VENTURES INC. IN THE 6 MONTHS PRIOR TO THE BRINGING OF ANY CLAIM; AND
- (III) THE AGGREGATE AMOUNT OF SERVICE FEES PAID TO YOU BY SOV-O VENTURES INC. IN THE 6 MONTHS PRIOR TO THE BRINGING OF ANY CLAIM.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU ACKNOWLEDGE THAT THE SOV-O PARTIES ARE THIRD PARTY BENEFICIARIES OF THESE TOS AND HAVE THE RIGHT TO ENFORCE THESE TOS AGAINST YOU.

###### 20. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL, OR OTHER TYPES OF DAMAGES. IN THOSE JURISDICTIONS, THE WARRANTIES AND CONDITIONS OF SOV-O VENTURES INC. FOR THE SERVICES WILL BE THE MINIMUM REQUIRED BY LAW AND THE LIMITATION OF LIABILITY WILL BE AS BROAD AS MAY BE CONSTRUED BY APPLICABLE LAW.

###### 21. FORCE MAJEURE

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these TOS, for any failure or delay in fulfilling or performing any term of these TOS, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation:

- (a) acts of God;
- (b) flood, fire, earthquake, epidemic, pandemic, or explosion;
- (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
- (d) government order, law, or actions;
- (e) embargoes or blockades in effect on or after the date of this agreement;
- (f) national or regional emergency;
- (g) strikes, labor stoppages or slowdowns, or other industrial disturbances;
- (h) telecommunication breakdowns, power outages or shortages, lack of adequate power or transportation facilities; and
- (i) other similar events beyond the reasonable control of the affected party.

The affected party shall give notice within forty-eight (48) hours of the Force Majeure event to the other party, stating the period of time the occurrence is expected to continue.

###### 22. NOTICE

Notices to you may be made via either e-mail, the App, or regular mail. We may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you via the Services.

###### 23. TRADE-MARK INFORMATION

Without our prior permission, you agree not to display or use in any manner, any of our trade-marks or tradenames.

With respect to Opportunity Seekers only, we hereby grant you a limited, non-exclusive and non-transferable licence during such period that you are permitted to offer goods or services through the Services to use our trade-marks and tradenames on a royalty-free basis, solely with respect to the Opportunity Services that you are offering through the Services. All goodwill related to the use of the Marks shall enure to the benefit of SOV-O Ventures Inc. You agree that you shall only use the Marks in the form and format specified or approved by us and that you shall immediately stop using the Marks if directed to do so by us.

###### 24. GENERAL INFORMATION; APPLICABLE LAW; DISPUTE RESOLUTION

These TOS govern your use of and access to the Services, superseding any prior agreements between you and SOV-O respecting your use of and access to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software.

These TOS and the relationship between you and SOV-O Ventures Inc. will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these TOS and is hereby expressly excluded.

Our failure to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties to these TOS (the “Parties”) nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these TOS are for convenience only and have no legal or contractual effect.

To the fullest extent permitted by applicable law and subject to the arbitration provisions below, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with these TOS or your use of the Services.

The rights and obligations of the Parties set forth in this Section 24, Sections 7, 18, 19, and 20, and any other provision in these TOS which, by its nature, should survive termination of these TOS, will survive any such termination.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND SOV-O VENTURES INC. MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND SOV-O VENTURES INC. AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTES. UNLESS BOTH YOU AND SOV-O VENTURES INC. AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which the following provision is enforceable, the following mandatory arbitration provision applies to you. You agree that any Dispute shall be submitted to and determined by binding arbitration in accordance with the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The number of arbitrators shall be one, and the Parties shall mutually agree and appoint an arbitrator within 10 days of the delivery of the notice of arbitration, failing which the arbitrator shall be appointed by the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English. By agreeing to this provision, the Parties agree that arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon the Parties. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The arbitration proceeding and any decision by the arbitration panel shall be confidential, unless disclosure is required by applicable law.

###### 25. ENGLISH LANGUAGE

The Parties have required that this agreement and all documents and notices resulting from it be drawn up in English. Les Parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.

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