Terms of Service

Last Updated: March 4, 2025

1. Acceptance of Terms of Service

(a) These Terms of Service for tradespool.ca (the "Website") and Tradespool app (the "Tradespool App") constitute a legal agreement and are entered into by and between you and Urka Technologies Inc. ("Company," "we," "us," "our"). The following terms and conditions, together with any documents and additional terms they expressly incorporate by reference (referred to collectively as the "Terms"), govern your access to and use of the Services. "Services" as used in these Terms refers solely to the content, functionality, and platform features (including but not limited to Paid Features) offered by the Company on or through the Website and Tradespool App, and explicitly excludes any goods or services provided by a Contractor. In these terms, "Tradesperson" refers to any individual, organization, or company offering goods or services to a Customer and has an account in the Tradespool App. "Customer" refers to any individual, organization, or company seeking to hire a Tradesperson for various goods or services. The term "you" collectively refers to both Customers and Tradespersons.

(b) BY USING THE SERVICES OR BY CLICKING TO ACCEPT THE TERMS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS, OUR PRIVACY POLICY FOUND AT TRADESPOOL.CA/LEGAL/PRIVACY, AND OUR COPYRIGHT POLICY FOUND AT TRADESPOOL.CA/LEGAL/COPYRIGHT. IF YOU DO NOT AGREE TO THESE TERMS, THE PRIVACY POLICY, AND THE COPYRIGHT POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

(c) By using the Services, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

2. Who Can Use the Services

(a) Our Services are not intended for anyone under eighteen (18) years of age. You must be at least 18 years of age to use the Services. By using the Services, you confirm, represent, and warrant that:

You are at least 18 years of age;
You will comply with applicable laws; and
You will comply with these Terms.

(b) If you are using the Services on behalf of an organization or company, you affirm you have the legal authority to bind any such organization or company to these Terms. If you are using the Services on behalf of an organization or company, "you" and "your" means both you as the end user and that organization or company.

3. The Services

(a) The Services provide a platform that enables you to: (i) post, offer, search for, and arrange skilled trade work; (ii) manage and track the completion of these jobs; (iii) access related content, and support services.

(b) The Tradespool App allows Tradespersons to connect with one another for assistance with various projects and to assist Customers with requests for assistance. Tradespersons can connect with Customers to assist with jobs once accepted.

(c) Customers can post requests for assistance from Tradespersons but cannot access the Tradespool App. Tradespersons can use the Tradespool App and also sign up on the Website as Customers seeking services from other Tradespeople. Customers and Tradespersons can browse the Services in guest mode ("Guest Mode"), but will only have limited features available.

(d) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: (A) ANY TRADESPERSON OR CUSTOMER; (B) ANY GOOD OR SERVICE OFFERED BY A TRADESPERSON; (C) THE SAFETY OF ANY WORK ENVIRONMENT; (D) THE SAFETY OF ENGAGING WITH A TRADESPERSON OR CUSTOMER; OR (E) THE PAYMENT FOR SERVICES RENDERED.

(e) It is your responsibility to verify the legitimacy of Tradespersons, Customers, the services offered by Tradespersons, and the jobs posted by Customers.

(f) Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your personal and non-commercial use.

(g) You are not permitted to modify copies of any materials from the Services or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services. You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services.

(h) You may only use the Services for your personal and non-commercial use. You shall not at any time, directly or indirectly: (i) copy, modify or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) frame or mirror the Services; (vi) bypass any protection used by the Services; (vii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services; (ix) use the Services 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.

(i) 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 licence, nor other right, title or interest in or to the Services.

4. Modifications to the Terms and to the Services

(a) We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these.

(b) The information and material on the Services may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period.

5. Account Set-Up and Security

(a) The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

(b) The safety and security of your information also depends on you. You are responsible for obtaining your own access to the Services. The Services may require user registration. It is a condition of your use of the Services that all the information you provide on or through the Services is correct, current, and complete.

(c) Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services.

(c) Your provision of registration information and any submissions you make to the Services through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards, and other such functions (collectively, "Interactive Functions") constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at tradespool.ca/legal/privacy.

(e) Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

(f) We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.

6. Your Use of the Services

(a) You are prohibited from attempting to circumvent and from violating the security of the Services, including, without limitation:

(i) Accessing content and data that is not intended for you;

(ii) Attempting to breach or breaching the security or authentication measures which are not authorized;

(iii) Restricting, disrupting, or disabling service to users, hosts, servers, or networks;

(iv) Illicitly reproducing TCP/IP packet header;

(v) Disrupting network services and otherwise disrupting our ability to monitor the Services;

(vi) Using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;

(vii) Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(viii) Attacking the Services via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing;

(ix) Otherwise attempting to interfere with the proper working of the Services; and

(x) Accessing or using the Services in contravention of these Terms.

7. Compliance With Laws and Insurance

(a) Tradespersons must ensure they possess all necessary licenses and permits required to provide their trades services. Tradespersons are responsible for complying with all applicable laws, regulations, ordinances, and rules. This includes adhering to local, provincial, and federal requirements relevant to their trades services.

(b) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL NOT BE LIABLE FOR ENSURING THAT TRADESPERSONS HAVE THE APPROPRIATE LICENCES OR PERMITS

(c) Upon request, you must provide us with copies of any licenses or permits related to the services provided between Tradespersons and Customers

(d) Tradespersons must secure and maintain all necessary insurance to ensure the safe and legal provision of their services.

(e) Customers are responsible for maintaining adequate insurance coverage to protect Traderspersons while services are being performed. This includes, but is not limited to, homeowner's insurance.

(f) You should review all insurance policies and related documents to ensure you comply with this section and have appropriate insurance to protect the interests of other users

(g) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL NOT BE LIABLE FOR ENSURING THAT YOU HAVE THE APPROPRIATE INSURANCE COVERAGE.

(h) Upon request, you must provide us with copies of any insurance policies or related documents, at our sole discretion.

(i) You agree to cooperate with us in good faith regarding any complaints or claims related to the provision of services by Tradespersons.

8. Mobile Phone Number

(a) By giving us your mobile phone number, you consent to receive messages about our Services, including promotions, your account, and your interactions with us

(b) You may incur charges when using the Services. You should be aware of the types of charges you may incur by your mobile service provider before using the Services. We are not responsible for your mobile service charges.

9. Intellectual Property Rights and Ownership

(a) You understand and agree that the Services and their entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

(b) The Company name, the TRADESPOOL trademark, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

10. Conditions of Use and User Submissions and Site Content Standards

(a) As a condition of your access and use of the Services, you agree that you may use the Services only for lawful purposes and in accordance with these Terms and Conditions.

(b) The following site content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, "submit") to the Services or to other users or persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and the Terms.

(c) Without limiting the foregoing, you warrant and agree that your use of the Services and any User Submissions shall not:

(i) In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy found at tradespool.ca/legal/privacy;

(ii) In any manner violate the terms of use of any third-party website that is linked to the Services, including but not limited to, any third-party social media website;

(iii) Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company's sole discretion;

(iv) Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;

(v) Involve, provide, or contribute any false, inaccurate, or misleading information;

(vi) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Conditions of Use and User Submissions and Site Content Standards;

(vii) Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

(vii) Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam," "junk mail," "chain letter," contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;

(ix) Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability;

(x) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;

(xi) Promote any illegal activity, or advocate, promote, or assist any unlawful act;

(xii) Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

11. Child Safety Standards

(a) We strictly prohibit any content or behavior involving child sexual abuse or exploitation. For comprehensive information about our Child Safety Standards, please refer to our dedicated Child Safety Policy.

12. User Submissions: Grant of Licence

(a) The Services may contain Interactive Functions allowing User Submissions on or through the Services.

(b) None of the User Submissions you submit to the Services will be subject to any confidentiality by the Company. By providing any User Submission to the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

(c) By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms and Conditions. You represent and warrant that all User Submissions comply with applicable laws and regulations and the Conditions of Use and User Submissions and Site Content Standards set out in these Terms.

(d) You understand and agree that you, not the Company nor Company's parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. WE ARE NOT RESPONSIBLE OR LEGALLY LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OF ANY USER SUBMISSIONS SUBMITTED BY YOU OR ANY OTHER USER OF THE SERVICES.

13. Site Monitoring and Enforcement, Suspension, and Termination

(a) Company has the right, without provision of notice to:

(i) Remove or refuse to post on the Services any User Submissions for any or no reason in our sole discretion;

(ii) At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms;

(iii) Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services;

(iv) Terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms.

(b) YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

(c) We have no obligation, nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

14. No Reliance

(a) The content on our Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Services.

(b) Although we make reasonable efforts to update the information on our Services, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Services is accurate, complete, or up to date. Your use of the Services is at your own risk and neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Services.

(c) The Services may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such thirdparty content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials

15. Privacy

(a) By submitting your personal information and using our Services, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at tradespool.ca/legal/privacy, as we deem necessary for use of the Services and provision of services.

(b) By using the Services you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Services may not function adequately. For more information on this automated information gathering practices, see tradespool.ca/legal/privacy.

16. Third-Party Materials

(a) The Services may include software, content, data, services, or other materials that are owned by third parties ("Third-Party Materials"). We make no representations about any Third-Party Matierals that may be accessed from the Services. We have no control over the Third-Party Matierals and accept no responsibility for the Third-Party Materials or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such Third-Party Materials. Any breach by you of any such terms and conditions is also a breach of these Terms. Ownership of all intellectual property rights in such Third-Party Materials remains with the respective owners thereof.

(b) Third-Party Materials may include certain social media features that enable you to link or transmit on your own or using certain Third-Party Materials, certain content from the Services. You may only use these features when they are provided by us and solely with respect to the content identified.

(c) You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Services must not be framed in any way whatsoever. We reserve the right to withdraw linking permission without notice. The Services in which you are linking must comply in all respects with the Conditions of Use and User Submissions and Site Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

17. Online Purchases

(a) The Tradespool App is free to download from a digital distribution platform where the application is made available by us for download ("Distribution Platform").

(b) Additional terms and conditions may be applicable to parts or features of the Services and are hereby incorporated by reference into these Terms. All paid features, if any, are payable in advance in the manner set forth in the applicable Distribution Platform and are non-refundable, except as may be expressly set forth in these Terms or in the applicable Distribution Platform's terms and conditions.

(d) THIS SECTION 16 CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU WHEN YOU MAKE A PURCHASE OF CERTAIN FEATURES WHILE USING THE SERVICES.

(e) This Section 16 applies to your purchase of a paid features ("Paid Features") offered on or through the Services.

(f) Purchase and Subscription

(i) To purchase Paid Features, you must: (1) be at least 18 years of age; (2) have an account; and (3) have an acceptable method of payment.

(ii) All prices, discounts, and promotions posted on the Services are subject to change without notice. Prices will be provided to you at the time you make an order to purchase the Paid Features, subject to the terms of any promotions or discounts that may be applicable. Posted prices do not include taxes. All such taxes will be added to your total price. 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.

(iii) You may purchase Paid Features through a Distribution Platform. We are not responsible for any questions or concerns you may have regarding making payment through a Distribution Platform. Payment in full must be made by you and received by us before Paid Features are made available to you. We reserve the right to cease providing you access to Paid Features if you fail to pay for such Paid Features.

(iv) The price of Paid Features which may be provided on or through the Services depends on the subscription plan ("Subscription"Plan"). The term of your Subscription Plan ("Subscription Term") is provided at the time of purchase. Subscription Terms will be indicated to you at the time you choose the Subscription Plan. Subscription Terms are typically monthly, but may be annual. Subscription Plans commence on the date of purchase.

(v) You are solely responsible for all purchases you make through the Services. If you submit an order for Paid Features, you must provide complete and accurate information for a valid payment method that you are authorized to use. You authorize us and our agents to: (i) use the payment information you provide to charge your payment method for the price of the Paid Features, applicable taxes, fees, and charges; and (ii) store and continue billing your payment method for your Subscription Plan. If you make a purchase through a Distribution Platform, we may receive information about your purchase. A Distribution Platform's terms and conditions may also govern your purchase of Paid Features, and where there is an inconsistency between our Terms and a Distribution Platform's terms, the Distribution Platform's terms will apply solely as the inconsistency relates to payment terms in this Section 16.

(vi) We may change the prices for Paid Features in our sole discretion at any time. We will provide you with notice of such changes to pricing. If you do not agree with the then-current price for Paid Features, you should cancel your Subscription Plan prior to any price changes.

(g) Automatic Renewal and Cancellation

(i) Subscription Plans automatically renew for subsequent periods of the same duration as the initial Subscription Term you chose. You authorize us and our agents to use the payment information you provide to us during the initial Subscription Term to charge your payment method automatically at the commencement of the new automatically renewed Subscription Term at the then-current applicable price associated with the Subscription Plan. You acknowledge and agree that your Subscription Plan will automatically renew unless, prior to the end of the Subscription Term: (i) you terminate your Subscription Plan through the Distribution Platform's settings; (ii) we decline to renew your Subscription Plan; or (iii) we cease providing the Paid Features. Terminating your account will not automatically cancel your Subscription Plan.

(ii) You must cancel your Subscription Plan before it automatically renews to avoid charges. Once cancelled, you will lose access to the Paid Features that form part of that Subscription Plan at the end of the Subscription Term.

(h) Promotions

(i) We may offer you access to Paid Features as part of a promotion at discounted rates for a limited time ("Promotion"). Promotion entitlement is determined by us, in our sole discretion, and we may limit a Promotion to avoid abuse.

(ii) If a Promotion is available, we may require you to provide your payment details in order to acquire access to Paid Features. At the end of a Promotion, the Subscription Plan chosen as a part of the Promotion will automatically renew as outlined in this Section 16. If you do not want to be charged, you must cancel your Subscription Plan.

(i) Refunds and Termination

(i) ALL PAID FEATURES, IF ANY, ARE PAYABLE IN ADVANCE AND ARE NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW, AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS, OR AS MAY BE SET FORTH IN THE APPLICABLE DISTRIBUTION PLATFORM'S TERMS AND CONDITIONS.

(ii) We may cancel your purchase of Paid Features, and if we do, your sole and exclusive remedy is that we or our agents: (i) may credit your selected payment method used; or (ii) not charge you for the purchase.

(iii) We may cease providing to you Paid Features at any time and for any reason, in our sole discretion, without notice or liability to you, including, without limitation, where: (i) your conduct violates the Terms; (ii) we are required to by applicable law; (iii) your use constitutes misuse of the Services; or (iv) we determine that we no longer want to provide the Paid Features.

(iv) Except as required by applicable law, no refunds will be provided to you where we cease providing Paid Features.

(v) We do not guarantee that any particular Subscription Plan or Paid Features will be available indefinitely and reserve the right to change prices or alter features and options in any Subscription Plan or Paid Features without prior notice to you.

18. Geographic Restrictions

(a) The owner of the Services is based in the Province of Ontario in Canada. We provide the Services for use only by persons located in the Province of Ontario in Canada. The Services are not intended for use in any jurisdiction where its use is not permitted. If you access the Services from outside the Province of Ontario, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

19. Disclaimer of Warranties

(a) YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT

(b) NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SERVICES OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(c) WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR DEVICE, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ON ANY WEBSITE LINKED TO THE SERVICES.

(d) THE FOREGOING IN THIS SECTION 18 DOES NOT AFFECT ANY OF YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSIONS PROVIDED FOR IN THIS SECTION 18, THOSE EXCLUSIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED.

20. Limitation on Liability

(a) EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RLEATING TO: (a) YOUR USE OF OR INABILITY TO USE THE SERVICES; (b) YOUR ACCESS TO OR INABILITY TO ACCESS THE SERVICES; (c) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

(b) IN NO EVENT WILL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR THIRTY DOLLARS IN LAWFUL CURRENCY OF CANADA ($30 CAD), WHICHEVER IS LESS.

21. Indemnification

(a) To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or the documents it incorporates by reference; (b) your use of or access to the Services, including, but not limited to, your User Submissions, third-party sites, any use of the Service's content, services, and products other than as expressly authorized in these Terms; (c) your violation of any law or the rights of a third-party, including infringement claims related to your User Submissions; or (d) your negligence or intentional misconduct.

22. Governing Law and Choice of Forum

(a) The Services and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Ontario's International Sales Convention Act, RSO 1990, c I.10 do not apply to this Agreement.

(b) Any action or proceeding arising out of or relating to the Services and under these Terms will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

23. Waiver

(a) No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege

24. Severability

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

25. Assignment

(a) You may not assign or otherwise transfer these Terms without the prior written consent of Company. Company expressly reserves the right to assign or transfer these Terms.

26. Entire Agreement

(a) The Terms, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and Urka Technologies Inc. regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms; (b) second, any other documents incorporated herein by reference.

27. Notice

(a) The Company may give notice to you by a service notification, email, or correspondence sent to your address

(b) You may give notice to us in writing to Urka Technologies Inc. at 5004 Timberlea Blvd unit 48, Mississauga, ON L4W 5C5.

28. Reporting and Contact

(a) Urka Technologies Inc. is responsible for the Services and located in Canada at 5004 Timberlea Blvd unit 48, Mississauga, ON L4W 5C5.

(b) All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy found at tradespool.ca/legal/copyright in the manner set out therein.

(c) Should you become aware of misuse of the Services including libelous or defamatory conduct, you must report it to the Company at info@urka.ca.

(d) All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to info@urka.ca.