Terms of Service

(a) Payment to SRC

The Total Price for the booking of a Service shall be payable to SRC. No amount for the booking of Service shall be directly paid to the Service Provider by you. The price charged for the booking of the Service will be the price advertised on this Platform at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The breakdown of the Total Price between SRC fees, Service Provider fees and any other fees will be stated on the Platform. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Payment Methods and Terms

Terms of payment are within our sole discretion and will be set forth on the order through the Platform. Payment methods vary by transaction type:

• FastTrack™ Orders: ACH transfer, wire transfer, or other methods suitable for large commercial transactions
• Listing Tier Services: Typically credit card payment; alternative methods available for bulk purchases
• Premium Accounts: Credit card payment for enhanced account features
• Other services: Payment method as specified during checkout or as we may consent to in writing

Interest may be chargeable on any late payment of fees at 15% per annum. For FastTrack™ orders, interest rates and payment terms are set by the individual Service Provider as specified in the Listing or Reservation terms.

(c) Taxes and Additional Charges

All fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all applicable taxes, duties, and charges imposed by any governmental or regulatory authority within our service Area, including but not limited to sales taxes, use taxes, value-added taxes, goods and services taxes, harmonized sales taxes, provincial sales taxes, excise taxes, and any other similar taxes, duties, and charges on any amounts payable by you hereunder.

(a) Platform Availability

The Platform and the Site are made available on an "as is" and "as available" basis, without any representation, warranty or condition of any kind, express or implied, or any guaranty or assurance the Site or Platform will be available for use, or be available or perform as described. To the extent permitted by law, we disclaim all implied representations, warranties and conditions relating to the Site and the Platform, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or noninfringement.

(b) Services Disclaimer

You acknowledge that SRC will not be providing the Services and cannot and does not make any representation or warranty regarding Services. SRC expressly disclaims all warranties, express or implied. For example, SRC: (i) does not endorse or warrant the existence, performance, safety, quality, legality or suitability of any Service Provider or Service; and (ii) does not warrant the performance or non-interruption of the Platform. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site or Platform.

(c) User Risk Assumption

You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Platform, Site and Services. This means it is your responsibility to investigate Services to determine whether it is suitable for you. Services may result in damage to property, loss of profits, bodily injury, disability or death, and you freely and willfully assume those risks by choosing to book the Services.

(a) Exclusion of Damages

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) Liability Cap

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES SOLD THROUGH THE PLATFORM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY CLAIM.

(a) Platform Content Protection

You acknowledge and agree that all content and materials made available through or in connection with the Platform are protected by either our rights, or the rights of our licensors or other third parties, of copyright, trademarks, service marks, patents, or other proprietary rights and laws. You may not use any of the marks, logos, domains and/or trademarks that you may find on or in connection with the Site or Platform, unless such use is in accordance with these Terms or you have our prior written permission.

(b) Limited License Grant

We grant you a non-exclusive, non-transferable right to access and use the Platform during the Term (as defined herein), in accordance with the terms and conditions herein. Such use is limited to your internal use.

(c) Use Restrictions

You shall not use the Platform for any purposes beyond the scope granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any third party to:

• (i) copy, modify, or create derivative works of the Platform, in whole or in part;
• (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform;
• (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part;
• (iv) remove any proprietary notices from the Platform; or
• (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d) Rights Reservation

We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Platform.

(e) Customer Data License

For the purposes of these Terms, "Customer Data" means all information, data, materials, works, expressions and other content, in any form or medium, that are uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of yourself through the use of the Platform. You hereby grant us a non-exclusive, royalty-free, worldwide licence to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for us to: i) provide the Platform to you; and ii) compile statistics, metrics and data for service improvements, algorithm improvements, marketing and promotional purposes. Our Privacy Policy shall apply to our use of any Customer Data.

(f) Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, we may monitor your use of the Platform and collect and compile data and information related to your use of the Platform to be used by us in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). As between us and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Aggregated Statistics based on Customer Data input into the Platform. You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such use of the Aggregated Statistics is in compliance with our privacy policy.

(g) Service Suspension Rights

Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access to any portion or all of the Platform if:

• (i) we reasonably determine that (A) there is a threat or attack on any of the Platform; (B) your use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of ours; (C) you are using the Platform for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) our provision of the Platform to you is prohibited by applicable law;
• (ii) any vendor of ours has suspended or terminated our access to or use of any third-party services or products required to enable you to access the Platform; or
• (iii) you fail to make any payments as required hereunder (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension").

We shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Platform following any Service Suspension. We shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension.

(a) Term

The agreement between you and SRC reflected by these Terms is effective when you access the Platform and remains in effect until either you or we terminate the agreement in accordance with these Terms.

(b) Termination

In addition to any other express termination right set forth in this Agreement:

(c) Effect of Termination

Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Services. No expiration or termination will affect your obligation to pay all fees that may have become due before such expiration or termination or entitle you to any refund.

(d) Survival

This Section 9 (Term and Termination), Section 4 (Price and Payment), Section 5 (Disclaimers), Section 6 (Limitation of Liability), Section 7 (Indemnification), Section 8 (Intellectual Property and Ownership) and Section 10 (Miscellaneous) shall survive any termination or expiration of this Agreement.

(a) Privacy and Data Security

We will employ security measures in accordance with applicable law and with our Privacy Policy, as amended from time to time, a current copy of which can be found on our website. The Privacy Policy sets forth our rights and responsibilities with regards to personal and business information. Except as otherwise provided herein and therein, in no event will we be liable under or in connection with any loss, damage, corruption or recovery of data, or any breach of data or system security.

(b) Entire Agreement

These Terms, together with the order confirmation and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(c) Notices

Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other party at the addresses set forth in the order confirmation (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; (c) when sent, if sent by facsimile (with confirmation of transmission) on the date of transmission if a Business Day or if not a Business Day or after 5:00 p.m. on the date of transmission, on the next following Business Day; or (d) on the 3rd day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

(d) Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations of you to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") reasonable control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (i) acts of God; (ii) flood, tsunami, fire, earthquake, explosion; (iii) epidemics, pandemics, and outbreaks; (iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (v) government order, law, or actions; (vi) embargoes or blockades in effect on or after the date of this Agreement; and (vii) other similar events beyond the reasonable control of the Impacted Party.

(e) Waiver

Our acquiescence in the breach of a provision of these Terms or failure to act upon such breach does not waive our right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.

(f) Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

(g) Governing Law

These Terms and all related documents, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Saskatchewan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Saskatchewan.

(h) Choice of Forum

Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to these Terms, including all statements of work, exhibits, schedules, attachments, and appendices attached to these Terms, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Saskatchewan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(i) Assignment

You may not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of us, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, delegation, or subcontract in violation of this Section is null and void. No assignment, transfer, delegation, or subcontract will relieve the assigning or delegating Party of any of its obligations hereunder. We may assign these Terms without your consent: (i) to a parent or direct or indirect subsidiary, (ii) in an acquisition of the assets including the Platform, in whole or in part, (iii) to a successor in a share purchase agreement or by way of merger. Any assignment in violation of this section will be void.

(j) Successors and Assigns

These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.