PINIT SERVICE PROVIDER AGREEMENT

This Provider Agreement (“Agreement”) is entered into between PinIt Now Inc. (“PinIt”) and the individual or legal entity registering as a service provider (“Provider”).

1. Nature of the Platform

• PinIt operates a technology-based marketplace that connects customers with independent service providers.
• PinIt does not provide, perform, supervise, manage, or control the services offered by Provider.
• Any service agreement is formed solely between Provider and the customer.
• PinIt is not a party to any service contract between Provider and a customer.
• PinIt does not grant Provider any exclusivity, territory rights, minimum booking volume, or guaranteed revenue.
• Provider acknowledges that search results, ranking, visibility, and placement within the Platform are determined by automated systems and internal criteria in PinIt’s sole discretion, and no specific ranking, placement, or visibility is guaranteed.
• PinIt does not guarantee continuous or uninterrupted access to the platform and may modify, suspend, or discontinue features at any time.

2. Independent Contractor Status

• Provider operates an independently established business.
• Provider is an independent contractor and not an employee, subcontractor, partner, joint venturer, fiduciary, or agent of PinIt.
• Nothing in this Agreement creates an employment or subcontracting relationship.
• Provider determines pricing, scheduling, tools, methods, and performance standards.
• Provider supplies all labor, materials, and equipment.
• Provider has no authority to bind PinIt.
• Provider is not entitled to employment benefits of any kind.
• Provider waives any claim that Provider is an employee or subcontractor of PinIt.

3. Provider Representations and Account Accuracy

• All information submitted to PinIt is true, accurate, and current.
• Provider will update information if any material detail changes.
• Provider will not create fake profiles or misrepresent identity.
• Provider is authorized to bind any business entity registered under this Agreement.

4. Licensing and Legal Compliance

• Provider is legally authorized to perform the services offered.
• Provider maintains all required licenses, permits, certifications, and registrations.
• Provider complies with all applicable federal, provincial, and local laws.
• Provider will immediately notify PinIt of any suspension or revocation of required authorizations.

5. Service Responsibility and Risk Allocation

• Provider is solely responsible for the quality and completion of services.
• Provider is solely responsible for safety practices and risk management.
• Provider is solely responsible for assistants, employees, or subcontractors engaged by Provider.
• Provider is solely responsible for any injury, death, property damage, delay, or financial loss arising from Provider’s services.
• PinIt does not inspect, supervise, or guarantee services.
• Provider releases PinIt from any claims arising from disputes between Provider and customers.

6. Workmanship Guarantee

• Provider guarantees the workmanship and quality of services performed for a minimum period of fourteen (14) calendar days following completion of the service.
• If a defect or issue arises due to Provider’s workmanship within that period, Provider shall correct such defect at Provider’s own expense within a reasonable time.
• This guarantee is solely between Provider and the Customer.
• PinIt does not provide any warranty or guarantee regarding services performed by Provider.
• Failure to honor this guarantee may result in suspension or permanent termination of Provider’s access to the platform.

7. Insurance

• Provider will maintain appropriate insurance coverage suitable for services provided.
• Provider will maintain commercial general liability insurance where applicable.
• Provider will provide proof of insurance upon request.
• PinIt does not provide insurance coverage for Provider’s activities.
• Provider is responsible for uninsured or underinsured losses.
• Failure to maintain required insurance coverage may result in immediate suspension or termination of Provider access to the Platform.

8. Taxes and GST

• Provider is solely responsible for income tax reporting and remittance.
• Provider is solely responsible for registration for and remittance of GST, HST, or other applicable taxes.
• Provider is solely responsible for payroll deductions for its own workers.
• PinIt does not withhold, remit, or file taxes on Provider’s behalf.
• If Provider declares GST registration, Provider warrants that such registration is valid and accurate.
• Provider will indemnify PinIt for any claims, penalties, assessments, or liabilities arising from Provider’s tax non-compliance.

9. Payment Processing

• PinIt facilitates payments between customers and Providers through a designated third-party payment processor and does not collect, receive, or hold customer funds in its own bank accounts.
• The services are supplied by Provider to the customer, and Provider is the legal supplier of record for the services performed.
• All invoices issued to customers for services are issued by Provider, and Provider authorizes PinIt to generate and transmit such invoices on Provider’s behalf in the name of the Provider for every transaction processed through the platform.
• Provider remains solely responsible for the accuracy of such invoices, the calculation and remittance of applicable taxes, and compliance with all tax laws.
• Customer payments are processed by the third-party payment processor and disbursed directly to Provider, less applicable platform fees.
• Chargebacks, reversals, refunds, or disputes may result in deductions applied through the payment processor.
• Provider authorizes PinIt to deduct, offset, or withhold any amounts owed to PinIt or required to address fraud, refund, overpayment, technical error, regulatory compliance, dispute resolution, chargeback, or breach of this Agreement from any amounts payable to Provider.
• Provider agrees to cooperate in responding to payment disputes, chargebacks, fraud investigations, or payment processor compliance reviews.
• Provider agrees to comply with the terms and requirements of the designated payment processor.
• PinIt is not responsible for delays, holds, compliance reviews, settlement timing, or non-payment imposed by the payment processor or customers.
• Provider remains responsible for any negative balance owed to PinIt and agrees to reimburse such amounts upon written demand if deductions exceed available payout amounts.

10. Platform Fees

• Provider shall pay PinIt the applicable platform fees as displayed within the platform in exchange for access to and use of the platform and for facilitating transactions between Provider and customers.
• Provider authorizes the automatic deduction of such platform fees and any applicable taxes on those fees through the payment processor.
• PinIt may modify platform fees upon notice. Continued use of the Platform following notice of fee modification constitutes acceptance of updated fees.

11. Cancellations, No-Shows, and Disputes

• A confirmed Booking may be cancelled by the Customer prior to Service commencement.
• Cancellation charges may apply depending on the timing of the cancellation relative to the scheduled Service time.
• Provider authorizes PinIt to deduct any applicable cancellation charges, settlement adjustments, or related amounts from Booking proceeds through the Payment Processor.
• If Provider cancels a confirmed Booking without valid justification, the Customer may be entitled to a full refund, and Provider may be subject to account penalties including suspension or termination.
• A No-Show occurs when a party fails to attend or make themselves reasonably available at the scheduled Service time without prior cancellation through the Platform.
• If Provider fails to attend a confirmed Booking without valid justification, Provider may be subject to account penalties, performance impact, financial adjustments, or termination.
• If a Customer fails to attend or provide required access, a no-show charge may be applied, and Provider authorizes PinIt to process and allocate such charge in connection with the Booking.
• Any monetary penalty applied in connection with cancellation or no-show shall not exceed CAD $100 per Booking.
• Customers and Providers have fourteen (14) calendar days from Service completion to communicate and attempt resolution of Service-related concerns directly through the Platform messaging system.
• A Customer may request Platform review by opening a dispute within forty-eight (48) hours following Service completion.
• Where a dispute is opened within forty-eight (48) hours, Provider agrees to cooperate in good faith and provide requested documentation or information.
• Provider authorizes PinIt to implement settlement adjustments, refunds, partial refunds, payout holds, or charge reversals where reasonably necessary to address fraud, risk, contractual breach, or dispute resolution.
• Provider acknowledges that payment settlement may be delayed during investigation of a dispute, chargeback, or payment reversal.

12. Platform Circumvention

• Provider will not solicit or accept payment outside the PinIt platform for services initiated through PinIt.
• Provider will not share payment details for the purpose of avoiding platform fees.
• Provider will not share phone numbers, email addresses, social media accounts, websites, external booking links, or any other direct contact information within the PinIt messaging system or elsewhere on the platform for the purpose of conducting services outside the platform.
• Any attempt to exchange contact information for the purpose of communicating or transacting outside the platform shall be deemed circumvention and constitutes a material breach of this Agreement.
• Circumventing the platform, constitutes a material breach of this Agreement.

13. Prohibited Conduct and Account Enforcement

• Provider will not engage in fraud, harassment, discrimination, illegal conduct, or unsafe behavior.
• Provider will not create safety or reputational risks to customers or PinIt.
• PinIt may investigate suspected violations.
• PinIt may suspend, restrict, or terminate Provider’s account for violations or risk-creating conduct. Such suspension, restriction, or termination may occur immediately and without prior notice.
• Provider acknowledges that performance factors including responsiveness, completion rate, customer ratings, dispute history, and overall reliability may affect Provider’s visibility, search placement, continued access to the Platform, or account status.

14. Intellectual Property

• PinIt retains all rights, title, and interest in the platform, software, branding, and proprietary technology.
• Provider receives a limited, revocable license to use the platform solely for offering services.
• Provider retains ownership of uploaded content.
• Provider grants PinIt a worldwide, non-exclusive, royalty-free license to use Provider content for platform operations and marketing.
• Provider shall not disclose, reproduce, or use any confidential or proprietary information of PinIt, including operational processes, pricing structures, algorithms, systems, or business strategies, except as necessary to use the Platform in accordance with this Agreement.
• Upon termination of this Agreement, Provider shall cease use of the Platform and return or permanently delete any confidential or proprietary information of PinIt in Provider’s possession.

15. Data Use and Verification

• PinIt may share Provider information with payment processors and identity verification providers.
• PinIt may disclose information to regulators where legally required.
• Provider authorizes identity verification and background screening where applicable.
• Provider agrees to reasonably cooperate in any investigation, regulatory inquiry, or legal proceeding related to Provider’s services.
• Provider information will be handled in accordance with PinIt’s Privacy Policy.
• Provider acknowledges and agrees that communications conducted through the PinIt messaging system may be accessed, reviewed, monitored, stored, and disclosed by PinIt for purposes including compliance, fraud prevention, safety, dispute resolution, legal compliance, and enforcement of this Agreement.
• Provider shall safeguard all Customer personal information obtained through the Platform and shall not use, retain, disclose, or process such information except as necessary to perform Services in accordance with this Agreement and applicable laws.

16. Indemnification

• Provider will indemnify, defend, and hold harmless PinIt from any claims, damages, liabilities, fines, penalties, or legal expenses arising from Provider’s services.
• Provider will indemnify PinIt for violations of law or breach of this Agreement.
• Provider will indemnify PinIt for tax-related liabilities.
• This indemnification obligation survives termination of this Agreement.

17. Disclaimer of Warranties and Limitation of Liability

• The platform is provided on an “as is” and “as available” basis.
• PinIt disclaims all warranties to the maximum extent permitted by law.
• PinIt shall not be liable for indirect, incidental, special, punitive, or consequential damages.
• PinIt’s total aggregate liability shall not exceed the total platform fees paid by Provider in the twelve months preceding the claim.

18. Arbitration and Class Action Waiver

• Any dispute arising from this Agreement shall be resolved by binding arbitration in the Province of [Insert Province], Canada.
• Disputes shall be resolved on an individual basis only.
• Provider waives the right to participate in any class or representative action.
• PinIt may seek injunctive relief in a court of competent jurisdiction where necessary.
• This arbitration obligation survives termination of this Agreement.

19. General Legal Provisions

• This Agreement constitutes the entire agreement between Provider and PinIt.
• If any provision is found unenforceable, the remaining provisions remain in effect.
• Provider may not assign this Agreement without PinIt’s consent.
• PinIt may assign this Agreement in connection with a merger, acquisition, or asset sale.
• PinIt shall not be liable for failure to perform due to events beyond reasonable control, including force majeure events.
• PinIt may update or modify this Agreement upon notice, and continued use of the platform constitutes acceptance of updated terms.
• The provisions relating to indemnification, limitation of liability, arbitration, tax obligations, intellectual property rights, and payment obligations survive termination.
• This Agreement is governed by the laws of the Province of [Insert Province], Canada.
• Electronic acceptance constitutes a legally binding signature.