Last Updated: October 10, 2018

PROVIDER REFERRAL AGREEMENT

THIS Referral Agreement (“Agreement”) is entered into by and between Primped Beauty Technologies Inc. (“Primped”), a professional referral service, and you (“Primped Provider”), an independent beauty, health and wellness professionals.

RECITALS

WHEREAS, Primped is an online referral company in the business of connecting clients seeking “in home” beauty, health and wellness services with independent professionals engaged in the business of providing such service.  As a referral source, Primped solely operates as an intermediary between clients and independent beauty, health and wellness professionals; it is not in the business of providing beauty, health and wellness services, nor is it licensed or certified to do so;

WHEREAS, Primped Provider is a licensed and/or certified, where applicable, independent beauty, health and wellness professional engaged in the business of providing “in-home” beauty, health and wellness services (the “Services”) for clients;

WHEREAS, Primped Provider desires to enter into this Agreement to give Primped Provider the right to accept beauty, health and wellness engagements referred by Primped and to receive payment for each completed engagement in accordance with the terms of this Agreement; and

WHEREAS, Primped Provider and Primped desire to enter into this Agreement to establish the terms and conditions applicable to the parties’ contractual relationship, including the manner of Primped’s referral services and Primped Provider’s rights and obligations relating to accepted beauty, health and wellness engagements.

In consideration of the above representations and the mutual covenants set forth below, and for other good and valuable consideration, Primped and Primped Provider (collectively “the parties”) agree as follows:

TERMS

1. REFERRAL ARRANGEMENT

A. Subject to the terms and conditions contained herein, this Agreement shall give Primped Provider the right to accept and perform beauty, health and wellness engagements offered by Primped for its Clients (“Clients”), and to be paid the agreed upon Provider Fee (as described further below) for each completed engagement. 

B. Upon execution of this Agreement, Primped Provider shall be responsible for providing a list, to be approved by Primped, of beauty, health and wellness treatments ("Service Offerings List") with specified fees to be charged to clients for such services (“Service Fees”), which may be changed by Primped Provider from time to time, subject to approval by Primped. Clients shall have the ability to view Primped Provider’s Service Offerings and Service Fees using Primped’s web-based portal and / or mobile application (collectively, the “Primped Platform”), and may request a treatment (“Engagement”) including the following parameters: Client name, Client-designated service time (or available service window if flexible), Client-designated location for performance of service, and Client-designated service type (i.e. manicure, pedicure, waxing, etc.). With the exception of Client name and specific location, all Engagement parameters will be made available to Primped Provider when an Engagement is offered to Primped Provider. Each Engagement accepted by Primped Provider shall constitute a separate contractual Engagement. 

C. Primped Provider possesses the control and flexibility to set his / her own flexible hours of availability. Primped Providers must provide Primped with their set their availability to complete offered Engagement to be on the Primped Platform. Primped Provider shall be responsible for updating the Primped Platform with their availability to complete offered Engagements by directing emailing Primped (info@primped.ca) of any changes to their availability. Primped Provider shall have no obligation to commit to any minimum hours of availability and it shall be in the Primped Provider’s sole discretion to determine their availability within the Primped Platform. Once a Primped Provider provides their availability for a specified period to Primped, you may receive offered Engagements during such time and shall be obligated to abide by this Agreement (but shall still have the right to reject offered Engagements during such periods).

D. Primped Provider shall be required to respond by either accepting, proposing a new time, or rejecting Engagements offered by Primped within three [3] hours of receiving such offered Engagement through the Primped Platform. Primped Providers understands that Engagements are offered during Primped’s hours of operations which are Monday to Friday from 8 a.m. to 8 p.m. and thus must be able to respond to any Engagements offered within three [3] hours of receiving such offered Engagement. Primped may offer Engagements outside it hours of operation but only require Primped Providers to respond within 12 hours of receiving such offered Engagement. Primped Providers understand that Primped reserves the right to remove from the Primped Platform any Primped Providers who regularly do not accept Engagements or repeatedly cancel Engagements, within Primped’s discretion. Primped Provider shall have no obligation to accept any Engagement.

E. Confirmation Notice. Once Primped Provider accepts an Engagement, Primped will transmit electronically (via an online platform, if available) to Primped Provider a confirmation notice (“Confirmation Notice”) setting forth the estimated Engagement parameters, including, among other things, the details of the Engagement, the location and time of the appointment, the Service Fee to be paid, and any and all other Client specifications. In the event any term contained in the Confirmation Notice is inconsistent with the Primped Provider’s understanding of the Engagement parameters, Primped Provider must immediately contact Primped to clarify the Engagement parameters before beginning performance of the Engagement, otherwise Primped Provider shall be obligated to perform the Engagement as specified in the Confirmation Notice (unless waived, canceled, or superseded by another Confirmation Notice issued by Primped). In exchange for performing the Engagement, Primped Provider agrees to receive a Provider Fee (“Provider Fee”) equal to the Service Fee less the Referral Fee (“Referral Fee”), Primped’s Commission, as outlined in Schedule 1. Primped Provider also agrees to pay Primped the Referral Fee, in exchanged for performing the Engagement, and acknowledges that Primped will automatically deduct the Referral Fee from the Service Fee paid by Clients.

F.  Service Change/Cancellation. In the event of a material change in the parameters of an Engagement, Primped Provider shall have the right to withdraw acceptance of the Engagement or renegotiate the applicable Service Fee without penalty.  For the purpose of this section, a “material change” shall exist when one or more of the following occurs: (1) the start time of the Engagement is changed by more than one (1) hour, (2) the location of the Engagement is moved by more than twenty (20) kilometers; or (3) the parties mutually agree that a change is material.  In the event a Client cancels an Engagement after acceptance by Primped Provider less than four (4) hours prior to the Engagement’s agreed upon the start time, or fails to be available at that time (a “no show”), Primped Provider shall be paid a cancellation fee equal to the Provider Fee. Nothing in this Agreement shall be construed as a guarantee that Primped Provider shall be offered any particular number of Engagements during any particular time period. And nothing in this Agreement shall prohibit Primped Provider from performing beauty, health and wellness engagements obtained through other means.

2. REPRESENTATIONS AND WARRANTIES

A. Primped Provider covenants, represents and warrants to Primped as of the Effective Date, and acknowledges that Primped is relying on such covenants, representations and warranties in entering into this Agreement, that:

1. Primped Provider is engaged in the business of providing beauty, health and wellness treatments as outlined in the Service Offerings List as provided by Primped Provider, from time to time, and approved by Primped

2. Primped Provider agrees to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested by Primped. Any form of misrepresentation of Primped Provider, whether intentional or unintentional, is considered a Breach of this Agreement;

3. as of the date of execution of this Agreement, Primped Provider currently possesses all licenses, certifications, permits and other legal prerequisites necessary to perform such services, as required by the jurisdiction(s) in which Primped Provider provides such beauty, health and wellness services;

4. there are no pending investigations, actions or other proceedings, in any jurisdiction, against Primped Provider, or against any beauty, health and wellness services corporation of which Primped Provider is a shareholder, in which claims are made that Primped Provider has made errors or omissions or that otherwise relate to, or arise from the performance of, Primped Provider’s duties as a beauty, health and wellness service provider;

5. no judgments have been rendered against Primped Provider in any court or arbitral tribunal in any jurisdiction in any proceeding related to, or arising from, the performance of Primped Provider’s duties as a beauty, health and wellness service provider;

6. there are no pending or actual referrals, inquiries, complaints or investigations against Primped Provider, before any governing body;

7. no committee or any governing body nor any court has ever made a finding of professional misconduct or incompetence against Primped Provider, nor revoked or suspended Primped Provider’s certificate of registration or licence to practise beauty, health and wellness services or the certificate of authorization of any beauty, health and wellness services corporation of which Primped Provider is a shareholder;

8. Primped Provider is not under any criminal investigation, charge or proceeding in any jurisdiction, and has no criminal record;

9. Primped Provider will maintain in good standing, at Primped Provider’s sole cost and expense, all licences and certificates required to practice beauty, health and wellness treatments in the applicable jurisdictions or jurisdictions;

10. Primped Provider acknowledges that Primped strongly recommends that each Primped Provider has professional liability insurance, however does not require it or provide insurance to any Primped Provider

11. Primped Provider acknowledges that it is their sole responsibility and expense to hold any professional liability insurance coverage as Primped Provider may deem reasonably required to satisfy any and all claims which may arise by reason of negligence of Primped Provider while providing the Services or caused in relation to providing the Services outside time of Engagement;

12. in entering in this Agreement, Primped Provider is not breaching any partnership, associateship, employment or other covenant or agreement Primped Provider may have entered into with any other individual, corporation or other entity;

13. Primped Provider agrees to not access the Primped Platform or any related third party plug-ins used by the Primped Platform in order to (i) build a similar or competitive product or service, or (ii) copy any features, functions or graphics of the Primped Platform and any content or services related or produced by Primped;

14. Primped Provider agrees to not sell, transfer, license, sublicense, or distribute the Primped Platform to any third party and will not use the Primped Platform, Confirmed Notice or Engagement for the purpose of indirectly or directly competing with Primped; and

15. Primped Provider will comply with all applicable privacy legislation and health information legislation when rendering any Services under this Agreement;

B. If Primped Provider is a beauty, health and wellness services corporation, Primped Provider further covenants, represents and warrants to Primped as of the Effective Date, and acknowledges that Primped is relying on such covenants, representations and warranties in entering into this Agreement, that:

1. it has the requisite authorizations and certifications under the applicable statutes;

2. t has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement; and

3. all references herein to the “Primped Provider” are references to both the health beauty, health and wellness services corporation and beauty, health and wellness service providers employed by such beauty, health and wellness services corporation. Primped Provider agrees to cause its employees to observe and comply with all of the obligations of Primped Provider as set out in this Agreement as though such employees had personally signed this Agreement as the “Primped Provider”.

C. To ensure Primped Provider’s compliance with all legal requirements, Primped Provider must provide written copies of all such licenses, certifications, permits and other legal prerequisites within thirty (30) days of the date of execution of this Agreement.  Thereafter, Primped Provider must submit to Primped current copies of such licenses, certifications, etc. as they are renewed.  To ensure all such certifications and licenses remain current, Primped shall, upon request, be entitled to review such certifications and licenses from time to time.  Failure to maintain current certifications, licenses, permits, or other legal prerequisites, or failure to comply with any other provision of this paragraph, shall constitute a material breach of this Agreement. Primped Provider warrants that as part of the province’s licensing process Primped Provider successfully passed a background investigation as required by law. If the province’s licensing process did not require a background investigation, Primped Provider understands that Primped may conduct criminal background checks on Primped Provider. Primped Provider agrees to immediately apprise Primped in writing of any change in any of the representations and warranties set forth in this Section, and to provide full particulars of the change in such detail as Primped may reasonably require. Primped may terminate this Agreement in its sole discretion upon notice of any change in any of the representations and warranties set forth in this Section.

3. PRIMPED SERVICES

A. Referral Services. To facilitate referral of Clients to contracted independent beauty, health and wellness service providers, including Primped Provider, Primped agrees to maintain the Primped Platform accessible by computer and/or smartphone app, which Clients may use to order Engagements, and which Primped Provider may use to receive and accept, propose a new time or reject offered Engagements. Primped reserves the right to additionally offer Engagements to Primped Provider using other means, such as by telephone, text, and email.   

B. Terms of Use. The use of the Primped Platform is governed by the Primped Platform’s Terms of Use, which is incorporated into and forms a part of this Agreement. The Primped Platform’s Terms of Use can be found here: https://www.primped.ca/terms-of-use

4.  PRIMPED PROVIDERS SERVICES

A. Professional Conduct.  Primped Provider agrees to perform each Engagement in compliance with all applicable law and regulations of beauty, health and wellness in the jurisdiction for which Primped Provider performs the Engagement including those prohibiting unprofessional, inappropriate conduct prohibited by law. 

B. Service Failure.  In the event of a Service Failure, Primped Provider shall forfeit all or a portion of the fee for the Engagement when a Service Failure occurs depending upon the extent of the Service Failure. In the event of an absolute Service Failure or material breach of this Agreement, Primped Provider will be charged a Service Failure Fee equal to a maximum of the Service Fee of the Engagement payable to Primped and expenses or damages incurred by Primped and/or the Client as a result of the Service Failure. In event of two Service Failures by a Primped Provider, Primped also reserves the right to remove said individual from Primped’s Platform. Service Failure shall be defined as and shall typically include, but is not limited to:

                                i. failing to appear;

                               ii. failing to perform the service requested as ordered by Client;

                              iii. failing to adhere to the agreed upon service start time for the Engagement by appearing more than 15 minutes after the Engagement start  time 

C. In the event Primped Provider anticipates it will be unable to perform an Engagement consistent with the specified parameters (e.g., arrival at agreed-upon start time, etc.), Primped Provider agrees to inform Primped of the issue immediately by telephone. Failure to do so shall be a material breach of this Agreement, and may subject Primped Provider to Service Failure Fee payments payable to the Client and/or Primped in the event Primped is unable to refer the Engagement to another Primped Provider as accepted by the client’s sole discretion or if Primped is required to pay any fees to the Client as a result of Primped Provider’s Service Failure.

D. Professional Image. As an independent provider of the Services, Primped Provider understands the importance of presenting a professional image to the public and its customers.  Primped Provider, therefore, agrees that when performing Engagements covered by this Agreement, Primped Provider shall maintain a professional appearance consistent with the standards generally adhered to in the profession and/or regulated by laws or regulations of the jurisdiction in which the Engagement is to be performed.

E. No Control. Primped shall have no right to, and shall not, control the manner or prescribe the method Primped Provider uses to perform accepted Engagements, subject to the terms of this Agreement, and with the exception that Primped Provider must perform Engagement as outlined by Service Offerings List at a minimum. Primped Provider shall be solely responsible for determining the most effective and efficient manner to perform the Services relating to each Engagement, subject to the terms of this Agreement and the applicable Confirmation Notice.

F. Similar Arrangements. The parties recognize that both Primped Provider and Primped are, or may be engaged in similar arrangements with others. Therefore, except as expressly set out in Confidentiality and Non-Solicitation section of this Agreement, nothing shall preclude Primped Provider from entering into referral arrangements similar to that created by this Agreement with other referral sources and Primped shall have no right to restrict Primped Provider from performing beauty, health and wellness services on behalf of himself/herself or on behalf of any business during or after the life of this Agreement.

5. PRIMPED PROVIDER’S TOOLS, INSTRUMENTALITIES & EQUIPMENT

A. Subject only to requirements imposed by law, Engagement parameters, Client specifications, and/or as otherwise set forth in this Agreement, Primped Provider shall direct in all aspects the operation of any and all tools, instrumentalities and/or equipment used in the performance of this Agreement and shall exercise full discretion and judgment as an independent business in determining the means and methods of performance under this Agreement. 

B. Primped Provider is solely responsible for all costs and expenses incident to its equipment in performing the Services under this Agreement, including, but not limited to, wages, employment taxes, excise taxes, permits of all types, gross revenue taxes, costs of fuel, fuel taxes, equipment use fees and taxes, licensing, insurance coverage and any other tax, fine or fee imposed or assessed against the equipment or Primped Provider by any provincial, local, or federal authority as a result of an action by Primped Provider or its employees, agents, or subcontractors in the performance of this Agreement. 

C. Primped Provider will adhere to the health and safety procedures and laws required by applicable regulating bodies, such as Body Safe, that apply to the Services you offer including proper sanitization procedures on all tools and products.

D. In addition to following required health and safety procedures and laws by governing bodies, Primped Provider agrees to also adhere to Primped’ double sterilize policy which requires each Primped Provider to be sterilize tools thoroughly in advance of each Engagement as well as sterilize with wipes or sprays in front of the client prior to performing Service.

6. PROVIDER FEES

A. Unless otherwise negotiated at the time of acceptance, in exchange for full performance of an Engagement, Primped Provider shall be paid the pre-arranged Provider Fees agreed upon by the parties, which shall be memorialized using in “Schedule 1” in a form similar to that attached hereto, which may be modified or supplemented from time to time.

B. Regardless of the pre-arranged Provider Fee, Primped and Primped Provider shall have the right to attempt to negotiate Referral Fees different from the pre-arranged fees set forth in Schedule 1 at the time an Engagement is offered.  The purpose of the pre-arranged Referral Fee therefore serves only as the default rate applicable in the absence of a specifically negotiated fee.

7. INDEPENDENT CONTRACTOR RELATIONSHIP

A. This Agreement is between two co-equal, independent commercial parties.  The parties intend this Agreement to create the relationship between referral service platform and independent contractor and not that of employer and employee.  The parties are not employees, agents, joint venturers or partners of each other for any purpose.  Primped Provider agrees not to assert any employment relationship and shall not represent himself/herself to be an agent, joint venturer, partner, officer, director or employee of the Company.

B. Primped will not deduct or remit to any governmental authority any income taxes, employment insurance contributions, Canada Pension Plan contributions or any taxes, remittances, deductions, withholdings or other amounts in respect of Primped Provider or any Service Fees or other amounts paid to Primped Provider

C. Primped Provider agrees to cooperate with Primped in the event any claims are made against Primped relating to Primped Provider’s governmental obligations and deductions, including providing proof of such remittances to the applicable government authorities at the request of Primped.

D. Primped Provider agrees that he/she is not an “employee of” Primped.  Neither Primped nor Primped Provider shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.

8. CONFIDENTIALITY AND NON-SOLICITATION

A. Primped Provider will maintain the terms, conditions and remuneration arrangements of this Agreement in strict confidence and not to disclose the same to third parties without the express written consent of Primped.

B. Except as required to perform the Services or with prior written approval of Primped, Primped Provider will not disclose to any person, firm, corporation or other entity any Confidential Information that becomes known to Primped Provider as a result of Primped Provider’s involvement with Primped in connection with this Agreement. This obligation survives the termination or expiration of this Agreement. At the termination or expiration of this Agreement, Primped may require the return of any Confidential Information provided to Primped Provider.

C. “Confidential Information” for purposes of this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by Primped Provider (solely and/or jointly with others), pertaining in any manner to the business of Primped or to Primped’s affiliates, consultants, business associates, or the Clients unless (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in Primped Provider’s possession or part of Primped Provider’s general knowledge prior to the Effective Date; or (iii) the information is disclosed to Primped Provider without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from Primped. Primped Provider further understands that Primped considers the following information to be included, without limitation, in the definition of Confidential Information: (i) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (ii) information about costs, profits, markets, customers, and sales; (iii) plans for future development and new product concepts; and (iv) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Primped Provider by Primped (or any affiliate of it), as well as written or verbal instructions or comments. 

D. Non-Solicitation. Primped Provider covenants and agrees that Primped Provider will not, at any time during the term of this Agreement and/or during the period of six months following the cessation of this Agreement for any reason, without the prior written consent of Primped), either directly or indirectly:

1. solicit any Protected Entity in order to provide such Protected Entity with Services, except in connection with the Primped Platform; or

2. interfere with or attempt to interfere with the business of Primped or persuade or attempt to persuade any Protected Entity to discontinue or adversely alter such Protected Entity's relationship with Primped.

E. “Protected Entity” for the purposes of this Agreement means any other Primped Provider engaged by Primped, any employee or other business contact of Primped or any Client with whom, during the rolling immediately preceding twelve (12) month period, Primped Provider had direct business dealings with or was introduced to in connection with the Primped Platform.

F. Reasonableness. Primped Provider acknowledges that the non-solicitation covenants set out in Non-Solicitation Section: (i) are fair and reasonable restraints and restrictions on Primped Provider’s activities that are necessary to protect Primped’s business and to prevent unfair circumvention of the Primped Platform; and (ii) have been fully considered and understood by Primped Provider before entering into this Agreement.

9. INDEMNITY

A. Primped Provider shall comply with applicable health and safety laws and hereby agrees to indemnify, protect and hold harmless Primped and all Clients from any and all claims, demands, damages, suits, fines, surcharges, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, Primped Provider’s actions (or omissions) arising from the performance of the Services or in respect of any Engagement under this Agreement, including personal injury or death to any person or liability for civil and/or criminal conduct (e.g., assault, battery, fraud); or any liability arising from Primped Provider’s failure to comply with the terms of this Agreement; or any property damage or theft arising from Primped Provider performing the Engagement. Primped Provider’s obligations hereunder may include Primped’s and/or a Client’s cost of defense as well as the payment of any final judgment rendered against Primped and/or a Client.

B. Primped Provider agrees that, in the event Primped is held liable for any injury or damage to any Client caused by Primped Provider, Primped shall have the right to recover such amount from Primped Provider. Similarly, should Primped voluntarily elect to pay any amount owed to a Client for damage or injury to a Client caused by Primped Provider or for which Primped Provider is responsible and/or liable, Primped shall have the same right as the Client to recover from Primped Provider (i.e., Primped stands in the shoes of the Client). In such case, Primped shall also be subject to all obligations and restrictions applicable to the entity in whose shoes it stands. 

10. OWNERSHIP OF RECORDS

A. Ownership of Records. Primped Provider acknowledges and agrees that all information concerning or relating to Clients of Primped, including without limitation, all charts and records (including those in electronic format) maintained in the practice of beauty, health and wellness by Primped Provider will remain the property of the Primped.

11.  PRIVACY

A. Privacy Policy. Primped Provider hereby acknowledges and agrees that all personal information provided to Primped will be treated in accordance with Primped’s Privacy Policy, and which is incorporated into and forms a part of this Agreement. Primped’s Privacy Policy can be found here: https://www.primped.ca/privacy-policy  

12.  TERMINATION OF AGREEMENT

A. This Agreement shall remain in effect until terminated as follows:

1. At any time upon the mutual written consent of the parties hereto;

2. If one party has materially breached the Agreement, upon written notice, including email, to the breaching party, with such notice specifying the breach relied upon;

3. By either party without cause upon thirty (30) days’ prior written notice, including email, to the other party, with the date of mailing commencing the thirty (30) day period.

B. The following shall constitute a material breach of this Agreement:

1.  “Absolute Service Failure” by Primped Provider (i.e., a complete failure to appear for and perform an Engagement without providing advance notice to Primped sufficient for it to refer the Engagement to another independent Primped Provider);

2. Failure by Primped to remit to Primped Provider all Service Fees due and owing within 30 days of the date the amount became due;

3. Misappropriation and/or misuse of Primped’s Intellectual Property in violation of Primped Platform’s Terms of Use, which is incorporated into and forms a part of this Agreement; 

4. Failure by Primped to maintain all business licenses and registrations required to lawfully perform the referral services contemplated by this Agreement;

5. Violation of any federal, provincial, or municipal law or regulation governing the provision of beauty, health and wellness services in connection with any Engagement, including failure to maintain all licenses and certifications required for performance of beauty, health and wellness services in the jurisdictions in which Primped Provider operates. 

C.  The above list at Section 12(b) is not exhaustive.

13. GOVERNING LAWS AND ARBITRATION  

The Primped Platform is controlled by Primped and operated by it from its offices in Toronto, Ontario. However, the Primped Platform is accessible in all Provinces of Canada and in other countries. You and Primped explicitly agree that that all disputes, claims or other matters arising from or relating to your use of the Primped Platform will be governed, and this Agreement will be construed and governed, by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of Ontario for any disputes related to these Terms of this Agreement.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) this Agreement, (b) the Service, (c) oral or written statements, advertisements or promotions relating to these Terms of this Agreement or to the Service, or (d) the relationships that result from this Agreement or the Service (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Primped related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Primped. If you have a Claim, you should give written notice to arbitrate at the address specified below. If Primped has a Claim, Primped will give you notice to arbitrate at your address provided in your registration data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

14.  OTHER PROVISIONS

A. Assignment/Subcontracting. Neither party will be entitled to assign this Agreement without the prior written consent of the other party. Primped Provider may not subcontract all or any part of the Primped Provider’s Services.

B. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, written or oral, with respect to that subject matter.

C. Severability. Each of the provisions contained in this Agreement is distinct and severable. Any declaration by a court of competent jurisdiction of the invalidity or unenforceability of any provision or part of a provision will not affect the validity or enforceability of any other provision.

D. Notices. Unless otherwise specified, each notice to a party must be given in writing and delivered personally or sent by prepaid registered mail or transmitted by fax or e-mail to the party and to the attention of the individual at the address set forth above or to any other address, fax or email address that the party designates.

E.. Waiver. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, only by a written agreement between the parties. Failure or delay by either party to enforce compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition.

F. Amendment. This Agreement may be amended, modified or supplemented only by a written agreement signed by each party.

G. Headings. The headings of this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

H. Counterparts. This Agreement may be executed by the parties in separate counterparts each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

Provided all requirements set forth above are satisfied, the term of this Agreement shall commence on date of acceptance (the “Effective Date”) by clicking the box beside "I have read and agree to the Provider Agreement".

SCHEDULE 1 - REFERRAL FEE SCHEDULE

unless otherwise negotiated at the time of acceptance of an Engagement, the parties agree Primped Provider shall pay Primped a Referral Fee in the amount below, which is applicable to each Engagement. The rates below shall apply to Services ordered by the Client prior to performance as well as any additional Services negotiated by Primped Provider directly with the Client at the time of the Engagement.

Referral Fee:  15% of Service Fee for each Engagement