MASTER SERVICE AGREEMENT

This Master Service Agreement (the “Agreement“) is entered into by and between:

Venture Q (hereinafter “Vendor”) with a principal business address of 2275 Upper Middle Rd. East, Suite 101, Oakville, Ontario, Canada, L6H 0C3;

and

{{cOrg}} (hereinafter “Client”) with a principal business address of {{cAddress}}, {{cCity}}, {{cProvince}}, {{cCountry}}, {{cPostal}},

collectively referred to as the “Parties”.

This Agreement becomes effective on the date the Client accepts the terms herein by placing an Order for Services through the Vendor’s Marketplace (the “Effective Date“).

WHEREAS:

• The Vendor operates an online marketplace offering various Services to clients.
• The Client desires to purchase Services from the Vendor through this Marketplace.
• The Parties wish to establish the terms and conditions under which the Vendor will provide Services to the Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1. DEFINITIONS

   In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:

   • “Business Hours” means the hours between 9:00 AM and 5:00 PM Eastern Time (ET) on Business Days.

   • “Business Day” means any day other than a Saturday, Sunday, or statutory holiday observed in the Province of Ontario, Canada.

   • “Business Week” means a period of five (5) consecutive Business Days, typically from Monday through Friday, excluding any statutory holidays observed in the Province of Ontario, Canada.

   • “Marketplace” means the Vendor’s online platform through which the Client purchases Services.

   • “Services” means the tasks, duties, and responsibilities to be performed by the Vendor as specified in each applicable Statement of Work.

   • “Structured Service Offer” means a predefined package of Services offered by the Vendor through the Marketplace, which includes specific Deliverables, scope, timelines, and Fees as detailed in the applicable Statement of Work.

   • “Order” means a request initiated by the Client to purchase Services from the Vendor through the Marketplace, which is accepted by the Vendor and forms the basis of a Statement of Work under this Agreement.

   • “Statement of Work” or “SOW” means a document executed by both Parties that describes the specific Services to be provided by the Vendor to the Client, including details such as scope, Deliverables, timelines, and Fees.

   • “Work Product” means all work, whether tangible or intangible, created, developed, conceived, or prepared by the Vendor or its personnel in the course of performing the Services under this Agreement or any Statement of Work, including but not limited to drafts, notes, research, data, designs, software code, methodologies, processes, and any other materials or work-in-progress that contribute to the Deliverables, regardless of whether they are ultimately delivered to the Client.

   • “Deliverables” means the specific products, materials, reports, documents, software, or other results that the Vendor is expressly required to deliver to the Client as specified in the applicable Statement of Work, which are derived from or constitute the final output of the Work Product.

   • “Client Materials” means any data, information, documents, materials, or other content provided by the Client to the Vendor for use in connection with the Services, including but not limited to text, images, graphics, designs, specifications, software, code, and any other materials supplied by the Client.

   • “Fees” means the amounts payable by the Client to the Vendor for the Services, as specified in the applicable SOW or Fee Schedule.

   • “Change Order” or “CO” means a written agreement executed by both Parties that modifies an existing Statement of Work, including any changes to scope, Deliverables, timelines, or Fees.

   • “Confidential Information” means any non-public, proprietary, or confidential information of a technical, business, or other nature, including but not limited to trade secrets, proprietary methodologies, designs, specifications, drawings, data, computer programs, software, source code, object code, algorithms, know-how, ideas, inventions, processes, formulas, technology, and all technical or non-technical information that is disclosed or made available, directly or indirectly, by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential at the time of disclosure.

   • “Intellectual Property Rights” means all present and future rights of any kind under patent law, copyright law, trade secret law, trademark law, moral rights, and any other intellectual property rights, whether registered or unregistered.

   • “Acceptance” means the Client’s confirmation that the Deliverables meet the Acceptance Criteria as defined in the applicable Statement of Work (“SOW”) and that the Acceptance Process outlined therein has been satisfactorily completed.

   • “Acceptance Criteria” means the specifications, standards, and requirements that the Deliverables must meet, as outlined in the applicable SOW.

   • “Additional Expenses” means any costs incurred by the Vendor during the performance of the Services that are outside the scope of the structured service offer and are approved by the Client in advance.

2. SCOPE OF AGREEMENT

   1. Application of Agreement

      This Agreement governs all Services provided by the Vendor to the Client through the Marketplace. By placing an Order, the Client agrees to be bound by the terms and conditions set forth herein. This Agreement applies to all current and future Orders and Statements of Work between the Parties unless otherwise agreed in writing.

   2. Relationship to Statements of Work

      Each Statement of Work (“SOW”) executed by the Parties is incorporated into and governed by this Agreement. The SOW specifies the details of the Services to be provided, including scope, Deliverables, timelines, and Fees. In the event of any conflict or inconsistency between the terms of this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW expressly states that a particular provision of the SOW overrides the Agreement.

   3. Modifications and Change Orders

      Any modifications or changes to the scope of Services outlined in an SOW shall be made in accordance with the Change Management procedures set forth in the applicable Statement of Work and documented through a Change Order (“CO”) executed by both Parties.

   4. Acceptance Process

      The Acceptance Criteria and Acceptance Process for the Deliverables shall be as specified in the applicable Statement of Work (“SOW”), specifically in Section [SOW Section Number]. The Client shall review and accept the Deliverables in accordance with the procedures and timelines set forth in the SOW.

   5. Additional Terms

      The Parties acknowledge that additional agreements, terms, conditions, or policies apply to the Client’s use of the Marketplace and Services. Specifically:

      The Vendor’s Marketplace Terms and Conditions govern the Client’s access to and use of the Marketplace and are also incorporated by reference. The Terms and Conditions are available at https://ventureq.co/legal/terms-and-conditions/.

      The Vendor’s Privacy Policy governs the handling of personal and sensitive data and is incorporated by reference into this Agreement. The Privacy Policy is available at https://ventureq.co/legal/privacy-policy/.

      The Vendor’s Membership Agreement details the criteria for membership eligibility, associated benefits, fee structures, and termination guidelines. The Membership Agreement is available at https://ventureq.co/legal/membership-agreement/.

      Such additional agreements, terms, conditions, or policies are incorporated by reference and form part of this Agreement to the extent they are not inconsistent with the terms herein.

   6. Service Categories

      The Services provided under this Agreement encompass a broad range of professional services that can be delivered remotely through an online marketplace. These Services primarily involve activities where human expertise and specialized knowledge are the principal inputs.

      The main service categories include, but are not limited to:

      • Administrative, Assistance & Support
      • Architecture, Engineering & Construction
      • Business & Management Consulting
      • Client Relations & Customer Service
      • Creative & Branding
      • Employee Health & Wellness
      • Facilities, Environmental Health & Safety
      • Finance, Accounting & Procurement
      • Human Resources
      • Information Technology
      • Legal & Compliance
      • Marketing, Advertising & Sales
      • Operations & Logistics
      • Real Estate & Workspace
      • Research & Development
      • Security & Emergency Planning
      • Training & Skills Development

      The specific Services to be provided by the Vendor shall be detailed in the applicable Statement of Work (“SOW”) agreed upon by the Parties.

   7. Response Times and Service Request Deadlines

      The Vendor shall adhere to the following response times for service requests:

      • Business Hours

        For service requests submitted during Business Hours, the Vendor shall acknowledge receipt of the request within one (1) business day.

      • Weekends and Holidays

        For service requests submitted outside of Business Hours, including weekends and statutory holidays, the Vendor shall acknowledge receipt of the request within one (1) business day.

      The Vendor shall use commercially reasonable efforts to resolve service requests promptly, in accordance with any timelines specified in the applicable Statement of Work or as agreed upon by the Parties.

    

3. ORDERING AND PAYMENT TERMS

   1. Ordering Procedures

      1. Placing an Order

         The Client may request Services by placing an Order through the Vendor’s Marketplace. Each Order shall specify the Services to be provided and shall result in the creation of a Statement of Work (“SOW”) that details the scope, Deliverables, timelines, and Fees associated with the Services.

      2. Acceptance of Order

         An Order is deemed accepted by the Vendor upon confirmation sent to the Client via the Marketplace’s communication system or by email. Upon acceptance, the SOW becomes effective and is incorporated into this Agreement.

   2. Payment Terms

      1. Upfront Payment

         The Client shall pay the total Fees for the Services upfront at the time of placing the Order. Payment shall be made using the payment methods available on the Marketplace.

      2. Holding of Funds

         The Vendor shall hold the Client’s payment in a designated holding account until the Services are completed and accepted by the Client in accordance with Section 6 of this Agreement.

      3. Release of Funds

         Upon the Client’s Acceptance of the Deliverables in accordance with the Acceptance Process specified in the applicable SOW, or upon deemed Acceptance as provided therein, the Vendor is entitled to transfer the held funds from the holding account to its operational account.

   3. Additional Expenses

      1. Communication of Additional Expenses

         If, during the performance of the Services, additional expenses outside the scope of the structured service offer are anticipated, the Vendor shall notify the Client in advance, providing details and justification for such expenses.

      2. Client Approval

         The Vendor shall obtain the Client’s prior written approval before incurring any additional expenses. Approval may be provided via the Marketplace’s messaging system or by email.

      3. Invoicing and Payment of Additional Expenses

         Approved additional expenses shall be invoiced separately to the Client. The Client agrees to pay such invoices within fifteen (15) days of the invoice date unless otherwise agreed in writing.

   4. Taxes and Fees

      1. Responsibility for Taxes

         All Fees and charges are exclusive of applicable taxes. The Client is responsible for paying any sales, use, value-added, or other taxes, duties, or governmental fees associated with the purchase of Services under this Agreement.

      2. Transaction Fees

         Any transaction fees charged by payment processors are the responsibility of the Vendor unless otherwise specified in the SOW or agreed upon by the Parties.

   5. Refunds and Cancellations

      1. Cancellation by Client

         The Client may request cancellation of an Order prior to the commencement of Services. Refunds for cancellations are subject to the Vendor’s cancellation policy outlined in the Marketplace Terms of Use. The Vendor shall process approved refund requests within seven (7) Business Days of approval.

      2. Refunds

         If the Services are not delivered as per the SOW, and the Client is entitled to a refund under the terms of this Agreement or applicable law, the Vendor shall refund the Fees paid by the Client, less any amounts due for Services already performed.

   6. Disputed Charges

      In the event of a dispute regarding any Fees or charges, the Client shall notify the Vendor in writing within five (5) Business Days of the charge. The Parties shall work in good faith to resolve the dispute promptly. Undisputed amounts remain payable in accordance with the terms of this Agreement.

   7. Fee Schedule

      The Fees for Services shall be calculated based on the following rates, unless otherwise specified in the applicable Statement of Work:

      1. Blended Hourly Rates

         Blended Hourly Rates are used when the Vendor’s personnel possess proficiency in a variety of skill sets within a specific service category. Rather than accounting for each skill individually with separate rates, a single Blended Hourly Rate is applied. This approach simplifies billing and reflects the comprehensive value provided by the Vendor’s resource across multiple competencies.

         Blended Hourly Rates are particularly applicable to fractional service offers or tasks that require a mix of skills and expertise. The specific Blended Hourly Rate shall be specified in the applicable Statement of Work (“SOW”) or agreed upon in writing by the Parties prior to the commencement of Services.

         The specific Blended Hourly Rates are detailed in Appendix A: Service Rates for 2024, which is incorporated by reference into this Agreement and shall be updated annually.

      2. Flat Hourly Rates

         Flat Hourly Rates apply to specific roles or services where the tasks are well-defined and the required skill sets are specialized. Each role or service is assigned a fixed hourly rate based on the expertise and experience level needed.

         The specific Flat Hourly Rate shall be specified in the applicable Statement of Work(“SOW”) or agreed upon in writing by the Parties prior to the commencement of Services.

         The specific Flat Hourly Rates for each role or service are detailed in Appendix A:Service Rates for 2024, which is incorporated by reference into this Agreement and shall be updated annually.

   8. Fractional Services

      1. Engagement of Fractional Services

         The Client may engage the Vendor on a monthly basis for ongoing Fractional Services, as specified in the applicable Statement of Work.

      2. Upfront Payment

         Fees for Fractional Services shall be paid upfront at the beginning of each monthly period.

      3. Unused Hours

         Any unused hours under Fractional Service offers shall expire at the end of the monthly period and shall not roll over to the following month unless otherwise agreed in writing.

      4. Invoicing

         The Vendor shall provide the Client with a detailed invoice or report at the end of each monthly period, itemizing the Services performed and the hours utilized.

   9. Dispute Resolution Related to Charges

      1. Notification of Disputes

         If the Client disputes any Fees or charges, the Client shall notify the Vendor in writing within five (5) Business Days of receipt of the invoice, providing details of the disputed amount and the reasons for the dispute.

      2. Resolution Process

         The Parties shall use good faith efforts to resolve the dispute promptly, no later than ten (10) Business Days after the Vendor receives the Client’s notice of dispute.

      3. Payment of Undisputed Amounts

         The Client shall pay all undisputed amounts in accordance with the payment terms specified in this Agreement.

4. RESPONSIBILITIES OF THE PARTIES

   1. Vendor’s Obligations

      1. Provision of Services

         The Vendor shall provide the Services specified in each applicable Statement of Work (“SOW”) in a professional and timely manner, using reasonable skill and care consistent with industry standards.

      2. Ongoing Compliance with Laws

         The Vendor shall, at all times during the performance of the Services, comply with all Applicable Laws relevant to its obligations under this Agreement and any SOW.

      3. Qualified Personnel

         The Vendor shall ensure that all personnel engaged in providing the Services are properly trained, qualified, and experienced.

      4. Subcontracting

         The Vendor may engage subcontractors to perform certain Services, provided that:

         • The Vendor remains fully responsible for the performance of such subcontractors.
         • The subcontractors are bound by confidentiality obligations no less stringent than those set forth in this Agreement.
      5. Communication

         The Vendor shall maintain regular communication with the Client regarding the progress of the Services, responding to inquiries within two (2) Business Days and providing updates as reasonably requested or as specified in the applicable SOW.

      6. Confidentiality

         The Vendor shall protect the Client’s Confidential Information in accordance with Section 6 of this Agreement.

      7. Intellectual Property Rights

         The Vendor shall ensure that the Deliverables provided do not infringe upon any third-party Intellectual Property Rights and shall comply with the obligations set forth in Section 6.2.

      8. Software Integrity

         The Vendor represents and warrants that any software, code, or other technological materials developed, provided, or delivered to the Client under this Agreement shall be free from any viruses, malware, Trojan horses, backdoors, time bombs, drop dead devices, or any other malicious code or harmful components that could disrupt, damage, or interfere with the operation of the Client’s systems or data.

      9. On-Site Security Compliance

         When Vendor personnel are present at the Client’s facilities, the Vendor shall ensure that its personnel comply with all applicable security policies, procedures, and standards of the Client, including but not limited to access control, identification badges, escort requirements, and confidentiality obligations. The Vendor shall coordinate with the Client’s designated representative to obtain any necessary access permissions or security clearances.

   2. Client’s Obligations

      1. Provision of Information and Access

         The Client shall provide all information, materials, and access to facilities, systems, or personnel reasonably required by the Vendor to perform the Services within three (3) Business Days of the Vendor’s request, unless otherwise agreed in writing.

      2. Cooperation

         The Client shall cooperate fully with the Vendor in all matters relating to the Services, including:

         • Assigning a designated representative to act as the primary point of contact.
         • Providing feedback, approvals, or decisions within five (5) Business Days of receiving a request from the Vendor, unless otherwise specified in the applicable SOW.
      3. Compliance with Laws

         The Client shall comply with all applicable federal, provincial, and municipal laws, regulations, and ordinances in relation to its obligations under this Agreement and any SOW.

      4. Payment Obligations

         The Client shall fulfill all payment obligations as specified in this Agreement and the applicable SOWs, including:

         • Making upfront payments at the time of placing Orders.
         • Paying any approved additional expenses in accordance with Section 3.3.
      5. Use of Deliverables

         The Client shall use the Deliverables solely for lawful purposes and in accordance with any applicable licenses or usage restrictions specified in this Agreement or the SOW.

      6. Confidentiality

         The Client shall protect the Vendor’s Confidential Information in accordance with Section 6 of this Agreement.

   3. Mutual Obligations

      1. Good Faith and Fair Dealing

         Both Parties agree to act in good faith and engage in fair dealing in the performance of their respective obligations under this Agreement.

      2. Notification of Issues

         Each Party shall promptly notify the other within two (2) Business Days of becoming aware of any matters that may materially affect the performance of the Services, including potential delays, legal compliance issues, or breaches of this Agreement.

5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

   1. Confidentiality

      1. Obligations of Confidentiality

         The Receiving Party shall:

         1. Use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement;
         2. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care;
         3. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Section 5.1.3.
      2. Permitted Disclosures

         The Receiving Party may disclose Confidential Information to its employees, agents, or subcontractors (“Representatives”) who need to know such information for the purpose of performing obligations under this Agreement, provided that:

         1. The Receiving Party ensures that such Representatives are bound by confidentiality obligations no less stringent than those contained in this Agreement;
         2. The Receiving Party remains liable for any unauthorized disclosure or use of the Confidential Information by its Representatives.
      3. Exclusions

         Confidential Information does not include information that:

         1. Is or becomes publicly available without breach of this Agreement by the Receiving Party;
         2. Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records;
         3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
         4. Is obtained lawfully from a third party without restriction on use or disclosure.
      4. Required Disclosures

         If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, it shall:

         1. Promptly notify the Disclosing Party in writing within two (2) Business Days of becoming aware of such requirement, unless prohibited by law;
         2. Provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s expense, in seeking protective measures to prevent or limit the disclosure;
         3. Disclose only that portion of the Confidential Information that is legally required to be disclosed.
      5. Return or Destruction of Confidential Information

         Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall, within fifteen (15) Business Days:

         1. Return or destroy all Confidential Information and any copies thereof;
         2. Provide a written certification confirming the return or destruction of all Confidential Information;
         3. Retain only such copies as required by law or regulatory obligations, subject to the confidentiality obligations herein.

   2. Intellectual Property Rights

      1. Ownership of Pre-existing Intellectual Property

         Each Party retains all rights, title, and interest in and to its Intellectual Property Rights existing prior to the Effective Date of this Agreement or developed independently of this Agreement (“Pre-existing Intellectual Property”).

      2. Ownership of Deliverables

         Assignment

         Upon the Client’s acceptance of the Deliverables and full payment of all Fees due under the applicable Statement of Work, the Vendor hereby assigns to the Client all rights, title, and interest in and to the Deliverables, including any Intellectual Property Rights therein.

         License to Pre-existing Intellectual Property

         To the extent that the Deliverables incorporate the Vendor’s Pre-existing Intellectual Property, the Vendor grants the Client a non-exclusive, perpetual, royalty-free license to use, reproduce, modify, and distribute such Pre-existing Intellectual Property solely as part of the Deliverables for the Client’s internal business purposes.

      3. Third-Party Materials

         If any Deliverables include third-party materials, the Vendor shall:

         1. Obtain all necessary licenses or permissions for the inclusion and use of such third-party materials in the Deliverables;
         2. Inform the Client in writing prior to incorporation of any third-party materials, including any associated licensing terms or restrictions;
         3. Ensure that the use of third-party materials does not infringe upon any Intellectual Property Rights.
      4. Moral Rights

         To the fullest extent permitted by applicable law, the Vendor waives any moral rights in the Deliverables and agrees not to assert any moral rights against the Client or its successors and assigns.

      5. Vendor’s Retained Rights

         The Vendor retains the right to use any general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired during the performance of the Services, provided that such use does not include the Client’s Confidential Information or infringe upon the Client’s Intellectual Property Rights.

      6. Infringement Indemnification

         The Vendor’s obligations to indemnify the Client for any claims of Intellectual Property Rights infringement are set forth in Section 7.2.1 Vendor Indemnification

      7. Exceptions to Indemnification

         The Vendor shall have no obligation under Section 5.2.6 to the extent that the alleged infringement arises from:

         1. Modifications to the Deliverables made by the Client or any third party without the Vendor’s prior written consent;
         2. Use of the Deliverables in combination with any products, services, or technology not provided or approved by the Vendor;
         3. Compliance with specifications, designs, or instructions provided by the Client.
      8. Remedies for Infringement

         If the Deliverables are, or in the Vendor’s reasonable opinion are likely to become, the subject of an infringement claim, the Vendor shall, at its own expense and option:

         1. Obtain for the Client the right to continue using the Deliverables;
         2. Modify the Deliverables to make them non-infringing without materially diminishing their functionality;
         3. Replace the Deliverables with non-infringing products or services of equivalent functionality.

         If none of the foregoing options is commercially reasonable, either Party may terminate the affected SOW upon written notice to the other Party, and the Vendor shall refund to the Client any Fees paid for the infringing Deliverables, less a reasonable amount for the Client’s use prior to termination.

      9. Residual Rights

         Notwithstanding any provision to the contrary in this Agreement, the Vendor shall be free to use for any purpose the general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired or used in the course of providing the Services, provided that in doing so, the Vendor does not breach its obligations under Section 5.1 (Confidentiality), infringe upon the Client’s Intellectual Property Rights, or disclose any of the Client’s Confidential Information.

   3. Data Protection and Privacy

      1. Incorporation of Privacy Policy

         The Vendor’s Privacy Policy, available at https://ventureq.co/legal/privacy-policy/, governs the collection, use, storage, and disclosure of personal data. This Privacy Policy is incorporated into this Agreement by reference and forms an integral part of it.

      2. Compliance with Privacy Policy

         Both Parties agree to comply with the terms and conditions set forth in the Privacy Policy concerning data protection and privacy.

6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

   1. Vendor’s Representations and Warranties

      1. Authority and Capacity

         The Vendor represents and warrants that:

         1. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization.
         2. It has full power and authority to enter into this Agreement and to perform its obligations hereunder.
         3. The execution, delivery, and performance of this Agreement by the Vendor have been duly authorized by all necessary corporate actions, and do not violate any applicable law or regulation, or any agreement to which the Vendor is a party.
      2. Professional Services

         The Vendor represents and warrants that:

         1. The Services will be performed in a professional and workmanlike manner, in accordance with industry standards and practices applicable to similar services.
         2. The Deliverables will substantially conform to the specifications and requirements set forth in the applicable Statement of Work (“SOW”).
         3. The Vendor will use personnel who are skilled and experienced in the performance of the Services.
      3. Legal Compliance Representations and Warranties

         The Vendor represents and warrants that:

         1. It is, and will remain, in compliance with all Applicable Laws related to its business operations and the performance of the Services.
         2. There are no existing or pending legal actions, investigations, or proceedings that would materially impair its ability to perform its obligations under this Agreement.
         3. It will promptly notify the Client of any changes in Applicable Laws or any legal matters that may affect its ability to fulfill its obligations.
      4. Non-Infringement

         The Vendor represents and warrants that the Deliverables and any materials provided to the Client under this Agreement do not and will not infringe upon or misappropriate any Intellectual Property Rights of any third party.

      5. Limited Warranty Period

         The Vendor warrants that the Services and Work Product will conform in all material respects to the specifications and requirements set forth in the applicable Statement of Work for a period of thirty (30) days following the date of delivery or acceptance by the Client, whichever occurs first (“Warranty Period”). During the Warranty Period, the Vendor shall, at no additional cost to the Client, use commercially reasonable efforts to correct any deficiencies or non-conformities reported by the Client in writing.

   2. Client’s Representations and Warranties

      1. Authority and Capacity

         The Client represents and warrants that:

         1. It has full power and authority to enter into this Agreement and to perform its obligations hereunder.
         2. The execution, delivery, and performance of this Agreement by the Client have been duly authorized by all necessary corporate or organizational actions, and do not violate any applicable law or regulation, or any agreement to which the Client is a party.
      2. Client Materials

         The Client represents and warrants that:

         1. Any Client Materials, as defined in Section 1, provided to the Vendor for use in the performance of the Services are accurate and complete to the best of the Client’s knowledge.
         2. The Client has all necessary rights, licenses, consents, and permissions to provide the Client Materials to the Vendor and to authorize the Vendor to use such materials in connection with the Services.
         3. The Client Materials do not and will not infringe upon or misappropriate any Intellectual Property Rights or other proprietary rights of any third party.

   3. Disclaimers

      Except as expressly provided in this Agreement, the Vendor makes no other representations or warranties, express or implied, including but not limited to:

      1. Any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing, usage, or trade practice.
      2. Any warranty that the Services or Deliverables will meet the Client’s requirements, operate without interruption, or be error-free.

   4. Limitation of Warranties

      The warranties provided by the Vendor are conditioned upon:

      1. The Client’s use of the Services and Deliverables in compliance with this Agreement and any applicable documentation or instructions provided by the Vendor.
      2. No modifications, alterations, or additions being made to the Deliverables by anyone other than the Vendor or with the Vendor’s prior written consent.

   5. Remedies for Breach of Warranty

      In the event of a breach of the warranties set forth in Section 6.1, the Vendor’s sole and exclusive obligation, and the Client’s sole and exclusive remedy, shall be for the Vendor to:

      1. Re-perform the deficient Services at no additional cost to the Client; or
      2. Repair or replace any non-conforming Deliverables within a commercially reasonable time frame.

      If the Vendor is unable to correct the deficiency after a reasonable number of attempts, either Party may terminate the affected SOW upon written notice, and the Client may be entitled to a refund of Fees paid for the deficient Services or Deliverables, less a reasonable amount for the Client’s use prior to termination.

   6. Remedies for Defects

      If the Vendor fails to correct any deficiencies or non-conformities within a reasonable time after notice from the Client during the Warranty Period, the Client may, at its option:

      1. Accept the defective Work Product with an equitable reduction in Fees as agreed upon by the Parties;
      2. Require the Vendor to re-perform the deficient Services or replace the defective Work Product at the Vendor’s expense;
      3. Terminate the affected Statement of Work for cause pursuant to Section 8.2.2, and receive a refund of Fees paid for the defective Services or Work Product, less a reasonable amount for any beneficial use prior to termination.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

   1. Limitation of Liability

      1. Cap on Liability

         To the fullest extent permitted by applicable law, the total aggregate liability of the Vendor to the Client for any and all claims, losses, damages, or expenses arising out of or relating to this Agreement, any Statement of Work (“SOW”), or the Services provided, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by the Client to the Vendor under the applicable SOW during the twelve (12) months preceding the date on which the claim arose.

      2. Exclusion of Certain Damages

         In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to this Agreement, any SOW, or the Services provided, even if the Party has been advised of the possibility of such damages.

      3. Exceptions to Limitations

         The limitations and exclusions set forth in Sections 7.1.1 and 7.1.2 shall not apply to:

         1. Either Party’s obligations under Section 5 (Confidentiality and Intellectual Property), including but not limited to breaches of confidentiality obligations or infringement of Intellectual Property Rights;
         2. Liability arising from gross negligence, willful misconduct, or fraud by a Party;
         3. The Vendor’s indemnification obligations under Section 7.2.1;
         4. The Client’s indemnification obligations under Section 7.2.2;
         5. Any liability that cannot be excluded or limited under applicable law.

   2. Indemnification Obligations

      1. Vendor Indemnification

         The Vendor shall indemnify, defend, and hold harmless the Client, its affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the “Client Indemnitees“) from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

         • Any allegation that the Work Product, Services, or any materials provided by the Vendor infringe or misappropriate any third-party Intellectual Property Rights;
         • Any personal injury or property damage caused by the negligence or willful misconduct of the Vendor or its personnel in connection with the performance of the Services;
         • The Vendor’s breach of its representations, warranties, or obligations under this Agreement.

         Process for Handling Claims:

         The Vendor’s obligations under this Section 7.2.1 are conditioned upon:

         • The Client providing the Vendor with prompt written notice of any claim, within five (5) Business Days of becoming aware of the claim;
         • The Vendor having sole control over the defence and settlement of the claim, provided that the Vendor shall not settle any claim without the Client’s prior written consent if the settlement imposes any liability or obligation on the Client;
         • The Client providing reasonable assistance and cooperation in the defense of the claim at the Vendor’s expense.
      2. Client Indemnification

         The Client shall indemnify, defend, and hold harmless the Vendor, its affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the “Vendor Indemnitees“) from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

         • Any allegation that the Client Materials or any instructions provided by the Client infringe or misappropriate any third-party Intellectual Property Rights;
         • The Client’s breach of its representations, warranties, or obligations under this Agreement;
         • Any gross negligence or willful misconduct by the Client or its personnel in connection with this Agreement.

         Process for Handling Claims:

         The Client’s obligations under this Section 7.2.2 are conditioned upon:

         • The Vendor providing the Client with prompt written notice of any claim, within five (5) Business Days of becoming aware of the claim;
         • The Client having sole control over the defence and settlement of the claim, provided that the Client shall not settle any claim without the Vendor’s prior written consent if the settlement imposes any liability or obligation on the Vendor;
         • The Vendor providing reasonable assistance and cooperation in the defense of the claim at the Client’s expense.

   3. Insurance

      Each Party shall maintain, at its own expense, during the Term of this Agreement and for a period of at least one (1) year thereafter, appropriate insurance coverage sufficient to meet its obligations and potential liabilities under this Agreement, including but not limited to:

      1. Commercial General Liability Insurance;
      2. Professional Liability (Errors and Omissions) Insurance;
      3. Cyber Liability Insurance (if applicable).

      Upon request, a Party shall provide the other Party with certificates of insurance evidencing such coverage.

8. TERM, TERMINATION, AND EFFECTS

   1. Term of Agreement

      1. Initial Term

         This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated in accordance with the provisions of this Section 8 (the “Term”). Each Statement of Work (“SOW”) shall have its own term as specified therein.

   2. Termination Rights

      1. Termination for Convenience

         Either Party may terminate this Agreement or any SOW for convenience by providing the other Party with at least thirty (30) Business Days’ prior written notice. In the event of termination of an SOW under this Section 8.2.1, the Agreement shall remain in effect with respect to any remaining SOWs.

      2. Termination for Cause

         Either Party may terminate this Agreement or any Statement of Work immediately upon written notice to the other Party if:

         1. The other Party commits a material breach of this Agreement or any Statement of Work, and such breach remains uncured for a period of fifteen (15) Business Days after receipt of written notice specifying the breach and requiring its cure (“Cure Period“).
         2. In the case of non-payment, if the Client fails to make any payment due under this Agreement within ten (10) Business Days after receiving written notice from the Vendor of such failure.
         3. The other Party becomes insolvent, files for bankruptcy, enters into an arrangement with creditors, or undergoes any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
      3. Termination of SOWs

         Termination of any SOW shall not affect the validity or enforceability of any other SOW or the Agreement as a whole, unless expressly stated in the termination notice.

   3. Effects of Termination

      1. Cessation of Services

         Upon termination or expiration of this Agreement or any SOW for any reason:

         1. The Vendor shall cease performing the Services under the terminated SOW(s) as of the effective date of termination.
         2. The Client shall cease using any Deliverables or materials provided under the terminated SOW(s) that are not fully paid for or for which the license has been revoked.
      2. Payment Obligations
         1. The Client shall pay the Vendor for all Services performed and expenses incurred up to the effective date of termination, including any non-cancellable expenses or commitments incurred by the Vendor in connection with the Services.
         2. If the Client terminates the Agreement or any Statement of Work for the Vendor’s material breach under Section 8.2.2, the Client may withhold payment for any Services not yet performed and may seek remedies available under this Agreement or applicable law.
         3. If the Vendor terminates the Agreement or any Statement of Work for the Client’s material breach or non-payment under Section 8.2.2, the Vendor may suspend Services immediately and shall be entitled to payment for all Services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments.
      3. Return of Materials

         Each Party shall, within fifteen (15) Business Days of the effective date of termination:

         1. Return or destroy all Confidential Information of the other Party in its possession or control, in accordance with Section 5.1.5.
         2. Return any property, equipment, or materials belonging to the other Party.
      4. Survival of Provisions

         The following provisions shall survive the termination or expiration of this Agreement:

         1. Section 1 (Definitions);
         2. Section 5 (Confidentiality and Intellectual Property);
         3. Section 6 (Representations, Warranties, and Disclaimers);
         4. Section 7 (Limitation of Liability and Indemnification);
         5. Section 8.3 (Effects of Termination);
         6. Section 9 (Dispute Resolution and Governing Law);
         7. Any other provisions that by their nature are intended to survive termination.
      5. Transition Assistance

         If requested by the Client in writing prior to the effective date of termination, the Vendor shall provide reasonable transition assistance to facilitate the orderly transfer of Services to the Client or a third-party designated by the Client, subject to:

         1. The Parties agreeing in writing on the scope, fees, and terms applicable to such transition assistance;
         2. The transition period not exceeding thirty (30) Business Days following the termination date, unless otherwise agreed in writing.

   4. Remedies Not Exclusive

      Termination of this Agreement or any SOW shall not limit either Party from pursuing any other remedies available to it under this Agreement, at law, or in equity, including injunctive relief.

9. DISPUTE RESOLUTION AND GOVERNING LAW

   1. Dispute Resolution

      1. Good Faith Negotiation

         In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, any Statement of Work (“SOW”), or the breach, termination, or validity thereof (a “Dispute”), the Parties shall first attempt in good faith to resolve the Dispute through informal negotiations. Such negotiations shall commence promptly, but no later than ten (10) Business Days after one Party delivers to the other Party a written notice of the Dispute.

      2. Mediation

         If the Dispute is not resolved through negotiation within thirty (30) Business Days of the commencement of negotiations under Section 9.1.1, either Party may submit the Dispute to mediation administered by a mutually agreed-upon mediator or mediation service. The mediation shall occur within thirty (30) Business Days of a Party’s written request for mediation and shall be conducted in Oakville, Ontario, Canada, unless otherwise agreed in writing. Each Party shall bear its own costs and an equal share of the mediator’s fees.

      3. Arbitration

         If the Dispute remains unresolved after mediation, or if the Parties are unable to agree upon a mediator within ten (10) Business Days of the mediation request, the Dispute shall be finally resolved by binding arbitration administered by ADR Institute of Canada in accordance with its Arbitration Rules. The arbitration shall be conducted as follows:

         1. Arbitrator: The arbitration shall be conducted by a single arbitrator appointed in accordance with the applicable rules.
         2. Location: The place of arbitration shall be Oakville, Ontario, Canada, unless otherwise agreed in writing by the Parties.
         3. Language: The arbitration proceedings shall be conducted in English.
         4. Award: The arbitrator’s decision shall be final and binding on the Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
         5. Costs: Each Party shall bear its own legal fees and expenses. The costs and expenses of the arbitration, including the arbitrator’s fees, shall be shared equally by the Parties unless the arbitrator determines otherwise.

   2. Governing Law

      This Agreement, any SOW, and any Dispute arising out of or relating to this Agreement or any SOW shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law principles.

   3. Jurisdiction and Venue

      Subject to the dispute resolution procedures set forth in Section 9.1, each Party irrevocably submits to the exclusive jurisdiction of the courts of Ontario, Canada, for the purposes of any legal action or proceeding arising out of or relating to this Agreement, any SOW, or the transactions contemplated hereby. Each Party waives any objection to the laying of venue in such courts and agrees not to plead or claim that any such court is an inconvenient forum.

   4. Equitable Relief

      Notwithstanding the provisions of Sections 9.1 and 9.3, either Party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach or threatened breach of Section 5 (Confidentiality and Intellectual Property) or any other provision of this Agreement that may cause irreparable harm.

   5. Continuation of Services

      Unless otherwise agreed in writing, the Vendor shall continue to perform its obligations under this Agreement and any SOWs during the resolution of any Dispute, and the Client shall continue to make payments of undisputed amounts in accordance with this Agreement and any SOWs.

10. MISCELLANEOUS PROVISIONS

    1. Force Majeure

       Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, other than payment obligations, if such failure or delay is caused by or results from events beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, labour disputes, or interruptions in telecommunications or internet services (each a “Force Majeure Event”). The affected Party shall notify the other Party in writing within five (5) Business Days of becoming aware of the Force Majeure Event, providing details of the circumstances and the expected duration of the delay. The performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.

    2. Notices

       1. Methods of Communication

          All notices, requests, consents, approvals, and other communications required or permitted under this Agreement (“Notices”) shall be in writing and shall be delivered by one of the following methods:

          1. Personal delivery;
          2. Registered or certified mail, postage prepaid, return receipt requested;
          3. Recognized overnight courier service with tracking capabilities;
          4. Electronic mail (email), provided that a confirmation copy is sent by one of the methods listed above within two (2) Business Days.
       2. Addresses

          Notices shall be addressed to the Parties at the addresses specified below or to such other address as a Party may designate by Notice to the other Party in accordance with this Section 10.2.

          In the case of The Client: Attn: {{cCFname}} {{cCLname}} {{cOrg}} {{cCAddress}} {{cCCity}} {{cCProvince}} {{cCPostal}} {{cCTel}} {{cCEmail}}

          In the case of The Vendor: Attn: Bruno Sousa Venture Q Incorporated 2275 Upper Middle Rd. East, Suite 101 Oakville Ontario L6H 0C3 416-855-3335 x1111 [email protected]

    3. Entire Agreement

       This Agreement, together with any applicable Statements of Work and Change Orders, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. There are no representations, warranties, or conditions other than those expressly stated in this Agreement.

    4. Amendments

       No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The terms of this Agreement shall not be modified or supplemented by any course of dealing or trade usage.

    5. Assignment

       Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent to:

       1. An affiliate;
       2. A successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

       Any attempted assignment in violation of this Section 10.5 shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

    6. Severability

       If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the invalid or unenforceable provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

    7. Waiver

       No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the Party granting the waiver. A waiver of any provision or breach of this Agreement shall not constitute a waiver of any other provision or any subsequent breach.

    8. Relationship of the Parties

       The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind or act on behalf of the other Party in any manner.

    9. Headings

       The headings used in this Agreement are for reference purposes only and shall not affect the interpretation or construction of this Agreement.

    10. Counterparts and Electronic Signatures

        This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (e.g., via PDF or a recognized e-signature platform) shall be deemed original signatures and shall be binding upon the Parties.

    11. Language

        This Agreement is drafted in the English language, which shall be the governing language for all matters relating to the meaning or interpretation of this Agreement.

    12. No Third-Party Beneficiaries

        This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

    13. Publicity

        Neither Party shall issue any press release or make any public announcement relating to this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as may be required by applicable law or regulation.

    14. Further Assurances

        Each Party agrees to execute and deliver such further documents and to perform such further acts as may be reasonably necessary to carry out the purposes of this Agreement.

    15. Cumulative Remedies

        Except as expressly provided in this Agreement, the rights and remedies of the Parties under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity.

    16. Non-Solicitation Obligations

        During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit, recruit, or hire any employees or independent contractors of the other Party who were involved in the performance of this Agreement. This restriction shall not apply to general solicitations not specifically targeted at such individuals, such as advertisements in newspapers or online job boards.

    17. Right-to-Hire

        Notwithstanding Section 10.16, the Client may hire Vendor personnel who have been assigned to perform Services under this Agreement, provided that:

        1. The Client obtains the Vendor’s prior written consent;
        2. The Client pays the Vendor a fee equal to 15% of the total or gross annual compensation offered to the Vendor personnel being hired;
        3. Such hiring does not violate any contractual obligations between the Vendor and its personnel.

IN WITNESS WHEREOF, the Parties have executed this Master Service Agreement as of the Effective Date.