- Servixi

TERMS & CONDITIONS

Last Updated: April 15, 2024

These Terms & Conditions of Exceptional Services SERVIXI Inc. (the "Terms & Conditions" or the "Terms") constitute a legally binding agreement between the User (as defined below) of the Platform (as defined below) ("you" or "your") and Exceptional Services SERVIXI Inc. ("Servixi", "we", or "our") governing your use of the Servixi website (www.servixi.com) (the "Site") and the related services, information, and communications (collectively referred to herein as the "Platform" or the "Servixi Platform").

Your use of all personal information you provide on the Platform or that we collect about you is governed by our Privacy Policy (the "Privacy Policy").

These Terms, along with the Privacy Policy (each of these documents being incorporated herein by reference and collectively referred to as the "Agreement"), govern your access to and use of the Platform. The Agreement also includes all additional policies and terms referenced in these Terms or to which these Terms refer or which are otherwise made available to you. Such policies and terms also apply to your use of the Platform and are incorporated into the Agreement by reference.

BY ACKNOWLEDGING THE TERMS & CONDITIONS AND/OR BY ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE AGREEMENT AND AGREE TO BE BOUND BY IT (WITHOUT ANY RESTRICTION OR RESERVATION OF ANY KIND) (INCLUDING ALL CONDITIONS INCORPORATED IN THIS AGREEMENT BY REFERENCE).

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND TO ABIDE BY THE TERMS & CONDITIONS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. The Platform

A. Online Marketplace

The Servixi Platform is a web-based bilateral marketplace that facilitates the connection between Clients and Service Providers, where "Clients" are individuals or businesses seeking short-term services ("tasks"), and "Service Providers" are individuals or businesses willing to perform tasks for Clients. Clients and Service Providers are collectively referred to herein as "Users."

Service Providers are independent contractors who provide services under their own name or business name (and not under the name of Servixi), using their own tools and equipment. Service Providers set the rates and fees applicable to tasks, without control or deduction by Servixi. Service Providers may (a) retain clientele without any restriction from Servixi; (b) offer and provide their services elsewhere, including through competing platforms; and (c) accept or refuse Clients and Service Agreements (as defined below). Service Providers are independent contractors of Clients, and Clients are therefore clients of Service Providers, not of Servixi.

Any reference to a licensed or accredited Service Provider in any way, or displaying terms such as "badge," "reliable," "reliability rate," "elite," "value for money," "verified history," "verified" (or displaying similar wording) solely means that the Service Provider has completed a relevant User account registration process or met certain criteria and does not represent, and should not be construed as representing, anything else. Such description: (i) is intended to provide information to Clients to enable them to make their own decisions regarding the identity and suitability of the Service Providers they select or engage with or contract with through the Platform; and (ii) does not constitute an endorsement, certification, or guarantee by Servixi as to the skills or qualifications of a Service Provider or indicate that they are licensed, insured, trustworthy, or safe.

Notwithstanding any functionality or service on the Platform that a Client may use to expedite the selection of the Service Provider, the Client is responsible for determining the task and selecting or approving their Service Provider and must conduct their own research before booking a task to ensure that a specific Service Provider has the appropriate qualifications.

B. Role of Servixi.

The Platform is not a placement service or business; and Servixi is not the employer of any User. Users are not employees, partners, representatives, agents, co-entrepreneurs, independent contractors, subcontractors, or franchisees of Servixi.

Users hereby acknowledge and agree that (a) Servixi (i) does not perform tasks or employ individuals to perform tasks, (ii) does not supervise, direct, control, or monitor the work of Service Providers (including that Servixi does not set the locations, hours, or conditions of work for Service Providers), provide tools or equipment to Service Providers, or pay fees to them, or (iii) exercise any control over the quality, timing, legality, failure to perform tasks or Users, or any other aspect in connection with them (or their acts or omissions), nor the integrity, responsibility, competence, qualifications, communications, or evaluations or comments provided by Users about each other; and (b) the formation of a Service Agreement will in no way create liability for Servixi or an employment or other relationship between Servixi and Users or between the Client and the Service Providers. Users are not authorized to act as agents of Servixi, nor to bind it or make statements on its behalf (including that Service Providers cannot modify all or part of Servixi's fees (see Section 3 below)).

Servixi is not responsible for any tax, applicable sales tax, income tax, contribution, withholding tax, unemployment insurance, employment insurance, Canada Pension Plan, Quebec Pension Plan, disability insurance, or any other amount due by the User in connection with the performance of a task or the use of the Platform. The Service Provider assumes full responsibility for all applicable withholdings for income tax, applicable sales tax, and other contributions in connection with the Service Provider and all individuals it engages to provide task-related services. Each User is responsible for properly classifying its employees based on applicable legal provisions.

C. License.

Subject to your compliance with the terms of the Agreement, Servixi grants you a limited, non-exclusive, non-transferable, and revocable license to (a) access and use the Platform (on the sites and territories where the Platform is present) and (b) access and view any content, information, and documents made available on the Platform, in each case, for your personal use and for the intended purposes of the Platform. All Users are subject to the terms of the Agreement, including the terms set forth in Section 4 herein, and agree to comply therewith when using the Platform. Users may not copy, download, use, redesign, reconfigure, reverse engineer, or retransmit the Platform or any part thereof without the prior written consent of Servixi. All rights not granted by Servixi are expressly reserved.

D. User Representations and Warranty.

By accessing and using the Platform, you represent and warrant that:

you will fully comply with the terms of the Agreement, including, but not limited to, these Terms, as well as the Privacy Policy;
you have reached the age of 18 and are otherwise capable of entering into binding contracts;
you have the right, authority, and capacity to enter into the Agreement (including that you have the right and authority to act on behalf of any company or organization on whose behalf you are entering into the agreement and to bind it to the Agreement);
you will only request and/or perform (as applicable) tasks in Quebec;
you will respect the privacy and confidentiality rights, property, and data protection rights of Users, and you will not record, whether on video, audio, or otherwise, any tasks or exchanges with a User or Servixi without obtaining the prior written consent of Servixi or the relevant User, as applicable;
you will act professionally and responsibly in your dealings with other Users and Servixi and its representatives and fulfill the commitments you have made to them (including by communicating clearly and promptly through the Messaging Thread (as defined below) and being present and/or available at the agreed-upon time with other Users);
you will use the third-party payment processing service provider (as defined in Section 3 below) only to make or receive payment for the task;
you will use your legal name and/or business name (in accordance with your government-issued identification and registration documents) and an up-to-date photo on your profile;
you will comply with all applicable local, state, provincial, national, or international laws when using the Platform;
you will not use the Platform to purchase or deliver alcohol, or any other controlled or illegal substance or service;
you will ensure that all communications regarding tasks (including rating and payments and any task-related queries) remain on the Platform, before, during, and after the task.

E. Additional Representations and Warranties of Service Providers.

If you are a Service Provider, you further represent and warrant that, in connection with your access to and use of the Platform, you:

act as a sole proprietor, partnership, corporation, or other business entity when using the Platform;
routinely engage in an independently created commercial activity of the same nature as the services provided to Clients via the Platform and maintain an independent clientele;
have unrestricted right to work in the territory where you perform tasks;
possess and maintain (at your own expense) the licenses, permits, and/or registrations required by applicable laws to perform tasks (including, where applicable, a business license, registration, and/or contractor's license);
have and maintain all necessary and/or commercially reasonable or useful insurances for the operation of your business and the performance of tasks;
respond promptly to invitations, provide timely and high-quality services to Clients as agreed upon in the Messaging Thread, only offer and provide tasks for which you have the necessary expertise, and perform tasks as agreed with your Client safely and securely;
promptly inform Servixi, in writing, of any potentially relevant criminal convictions occurring during your use of the Platform.

2. Platform Usage.

A. Registration.

You must register and create an account to access and use the Platform, providing Servixi with accurate and complete information. You agree to promptly inform Servixi (at info@servixi.com) of any changes to your account information. Failure to provide and maintain up-to-date and accurate information may result in the inability to use the Platform and/or termination by Servixi of this Agreement with you. Servixi reserves the right to prevent any person from registering with the Platform if it believes that person may threaten the security and integrity of the Platform and/or Users, or if such restriction is necessary to address any other commercially reasonable concern.

B. Security of Your Account.

You are solely and fully responsible (a) for maintaining the confidentiality of your account and access information to the Platform; and (b) for all activities that occur under your account, even if you have not authorized them. Servixi has no control over the use of a User account. You agree to promptly notify Servixi if you suspect unauthorized use of your account or if you suspect any other security breach of your account on the Platform.

C. Recruitment of Service Providers.

(i) Background Checks. To the extent permitted by applicable law and at the sole discretion of Servixi, Service Providers may be subject to a screening process before being able to register on the Platform and during their use of it, which may include, in particular, identity verification and criminal background checks, using the services of third parties (the "Background Checks"). If you are a Service Provider, you agree to undergo these Background Checks. Servixi cannot assume any responsibility for the accuracy or reliability of the information gathered in the Background Checks, nor for any inaccurate or misleading statements made by Users of the Platform.

(ii) Professional Licenses. Servixi does not independently verify whether Service Providers have the necessary expertise or have obtained the licenses, permits, certifications, or registrations required to perform their tasks. It may be illegal to perform certain types of tasks without a license, permit, certification, and/or registration, and performing such tasks may result in law enforcement action and/or penalties or fines. Service Providers are solely responsible for avoiding these prohibited tasks. If you have questions about how national, state, provincial, territorial, and/or local laws apply to your tasks on the Platform, you should seek appropriate legal advice first. Clients are solely responsible for determining whether a Service Provider has the required skills and qualifications to perform the specific task and for confirming that the Service Provider has obtained all required licenses, permits, or registrations, as applicable. When in doubt, Clients should consult with legal counsel to determine if certain tasks must be performed by a licensed professional or otherwise registered.

D. Service Agreement.

The Platform enables Users to propose, search for, and book tasks. After identifying and selecting a Service Provider to perform a task, the Client and the Service Provider may communicate via the Platform's messaging thread (the "Messaging Thread") to understand the scope, scheduling, and other details of the task (including any visible or hidden risks or obstacles at the task location that may affect task performance). Once the Client and the Service Provider agree on the task via the Platform, the Client and the Service Provider enter into a legally binding contract for the task, which includes the proposed and accepted engagement terms, and any other contractual terms agreed upon by the Client and the Service Provider in the task's Messaging Thread (the "Service Agreement"). The Client and the Service Provider each agree to comply with the Service Agreement and the Agreement during the performance and completion of a task. Service Providers are responsible for exercising their own professional and business judgment when entering into Service Agreements and performing tasks; they acknowledge that there is a possibility of profit or loss. Servixi is not a party to any Service Agreement. Entering into a Service Agreement will in no way create liability for Servixi with respect to either the Client or the Service Provider or any other person.

E. Other Parties.

(i) Service Provider Assistants. Where pre-approved by the Client in the task's Messaging Thread, Service Providers may engage assistants, helpers, subcontractors, or other individuals ("Service Provider Assistants") to perform all or part of a task; provided that such Service Provider Assistants meet all applicable requirements for Service Providers as defined in the Agreement and the Service Agreement. The Service Provider is solely and entirely responsible for the acts and omissions of all Service Provider Assistants used in task performance and is fully responsible for: (a) payment of any compensation, benefits, and expenses of its Service Provider Assistants, (b) any required tax withholdings and applicable taxes on such Service Provider Assistants, and (c) ensuring that all Service Provider Assistants meet all applicable requirements for Service Providers as defined in the Agreement and the Service Agreement.

(ii) Client Agents. The Client agrees that if it has authorized another person to book a task on its behalf or to be present on its behalf when the task is performed, it appoints that person as its agent ("Client Agents"), and the Client is deemed to have granted the Client Agent authorization to act as an agent in relation to the relevant task. Client Agents may give instructions or directives to the Service Provider for task performance, and the Service Provider may follow such instructions as if they were given by the Client. The Client assumes sole and exclusive responsibility for the acts and omissions of Client Agents.

3. Fees, Billing, and Payment.

A. Payment for Tasks and Other Amounts Owed by the Client.

All amounts due or to be paid by the Client will be indicated on an invoice (the "Invoice"), which will include task-related fees and Servixi fees, each as described in more detail below. The Client automatically authorizes the Payment Service Provider (the "Payment Service Provider") to process the payment upon confirmation that the task is completed.

You acknowledge and agree that Servixi may prevent you from booking tasks in the future if any amount remains unpaid on your account after a task is completed. Unless expressly stated otherwise in this Agreement, all fees (including Task Payment (as defined below) and all Servixi fees) are non-refundable.

Task-related Fees. The Client is responsible for paying the following fees associated with each task:

all fees related to the task, at the rates and according to the fees set by the Service Provider and as agreed between the Client and the Service Provider (the "Task Payment"); and
any applicable taxes or similar levies, as described in Section E below.

Servixi Fees. In addition to the amounts owed by the Client for the task, as indicated in Section 3A(1) above, Servixi charges the Client the following fees associated with each task:

the service fees that Servixi charges the Client in connection with the connection between the Client and the Service Provider;
any applicable taxes or similar levies, as described in Section E below;
applicable cancellation fees (see Section E); and
credit card processing fees, if any.

Servixi reserves the right to change its fees at any time and will inform Clients in accordance with Section 15 herein. Service Providers and/or Users who refuse a fee change made by Servixi must immediately cease using the Platform and terminate the Agreement, if applicable, in accordance with Section 7 herein. Service Providers are not authorized to modify any or all of Servixi's fees and must refrain from doing so.

B. Payment Error.

The Service Provider agrees to refund to Servixi or the Payment Service Provider, as applicable, any payment or other amount received in excess or in error by the Service Provider, including, without limitation, any overpayment as Task Payment or any overpayment as taxes or similar levies, as described in Section E below.

C. Payment Service Provider.

Any amount due or to be paid by a User must be settled through the Payment Service Provider. The Client shall provide payment method information to Servixi and the Payment Service Provider. The Service Provider shall create an account with the Payment Service Provider.

D. Collection and Remittance of Sales Taxes.

Platform Users shall pay all sales taxes or similar levies, including but not limited to Quebec sales tax ("QST") or goods and services tax ("GST"; QST and GST collectively referred to as "Sales Taxes"), imposed on tasks performed and/or fees paid under the Agreement. Servixi collects applicable Sales Taxes on all transactions for which Servixi acts as an intermediary as well as on Platform fees.

Notwithstanding any provision to the contrary herein:

It is the sole responsibility of Service Providers to comply with all tax obligations that apply to tasks and their performance, including but not limited to filing and remitting tax returns, including Sales Tax returns, and, if applicable, paying taxes and remitting taxes to tax authorities.
Servixi is not responsible for ensuring that Users and/or Service Providers comply with their tax obligations. Notwithstanding any provision to the contrary, Servixi shall not be liable for any violation of tax obligations by the Service Provider, who agrees to indemnify Servixi against any damages, losses, or claims, including fees of any professional retained by Servixi, arising directly or indirectly from the Service Provider's failure to comply with its tax obligations. Additionally, Servixi shall not be liable for taxes, Sales Taxes, interest, penalties, fines, or any similar amounts owed by the Service Provider. At its sole discretion, Servixi may (i) request that the Service Provider confirm or prove that it is up to date with its tax obligations (including remittance of Sales Taxes), including by providing Servixi with any document it may deem necessary or useful, in its sole discretion; and (ii) disable the Service Provider's account or limit its use or remove the Service Provider's account from the Platform if (1) competent tax authorities declare that said Service Provider has not complied with its tax obligations, or (2) the Service Provider is unable or unwilling to confirm or prove its compliance with tax obligations, upon request. Servixi's failure to exercise any of the options mentioned above shall not, under any circumstances, be construed as a waiver of these rights.

E. Cancellation Fees.

Clients may cancel a task at any time. However, the Client may be charged cancellation fees in certain cases. The Client hereby waives the benefit of Articles 2125 and following of the Civil Code of Quebec.

4. Acceptable Use of the Platform.

A. You may not use the Platform to, and you may not authorize a third party to:

defame, abuse, harass, stalk, threaten, intimidate, or mislead others, including Users and representatives of Servixi, or otherwise violate their rights (including privacy, confidentiality, and reputation rights);
publish, post, upload, distribute, or disseminate any content, information, or files that contain software or any other material that violates or infringes upon the intellectual property rights or privacy rights of Servixi, its representatives, or any other User or third party, or that are grossly indecent, defamatory, obscene, or illegal;
upload files or scripts that could or are designed to damage, copy, lock, or take control of the Platform or any User's computer, such as Trojans, corrupted files, SQL injections, computer worms, time bombs, message cancellation robots, or any other file or software;
promote or offer for sale any goods or services for any commercial purpose that is not consistent with the task;
conduct, implement, or disseminate surveys, contests, pyramid schemes, or chain letters;
impersonate another person or User or allow any individual or entity to use another User's profile to post or display comments, other than in accordance with the terms applicable to Client Agents.

In addition, you may not, and you must refrain from authorizing any third party to:

use the Platform or use or perform the task in violation of the Agreement;
use the Platform or use or perform the task in a manner or for any purpose (1) other than expressly provided for in the Agreement (including, but not limited to, for journalistic, academic, unlawful, or investigatory purposes), (2) that is unauthorized or illegal (including, but not limited to, posting or performing a task in violation of any state, local, provincial, national, or international law), (3) that is false or misleading (directly, by omission, or by failure to update information), or (4) for the purpose of consulting or obtaining Servixi's confidential business information;
post or upload any content to the Platform (1) that is offensive or harmful (including, but not limited to, any content that advocates, approves, endorses, or encourages racism, sectarianism, hatred, or physical harm of any kind against any individual or group of individuals, or that exploits individuals in an abusive, prohibited, or sexual manner), or (2) for which you have not obtained necessary rights and permissions;
post the same task multiple times ("spamming");
download any file posted by another User that a User knows or reasonably should know cannot be legally distributed through the Platform;
restrict or prevent another User's use or enjoyment of the Public Spaces (as defined below);
imply or assert that any of your statements (whether on the Platform or elsewhere) have received Servixi's endorsement without obtaining Servixi's written permission;
use a robot, indexing or other, manual, metatag, "hidden text," agent, script, or automated process or device to exploit, index, collect, gather, enrich, republish, redistribute, transmit, sell, sublicense, download, manage, or catalog data, the Platform, email addresses, or personal information of third parties, in any way whatsoever;
frame or use framing techniques to incorporate all or part of the Platform;
hack the Platform, its servers, or connected networks, or interfere with them;
adapt, modify, sublicense, directly or indirectly, or translate the Platform for your own personal or commercial use;
remove, modify, or misuse, visually or otherwise, copyright, trademark, or proprietary notices, or rights held by Servixi;
solicit any other business, website, or service, or otherwise communicate with Users for the purpose of employment, work, or any other purpose not authorized by the Agreement;
collect Usernames, email addresses, or other personal information of Users through electronic or other means;
attempt to circumvent the payment system or service fees in any way, including, but not limited to, making or processing payments outside the Platform, providing inaccurate information on invoices, or otherwise fraudulently billing;
register (1) under different Usernames or various identities or under a false identity (including after your account has been suspended or closed), (2) under multiple Usernames or false identities, or (3) using inaccurate information (including using an inaccurate or temporary email address or phone number);
use tools to conceal your IP address;
copy, download, use, rewrite, reconfigure, or retransmit anything from the Servixi Platform without Servixi's written permission and, where applicable, the consent of the owner of the rights to User-generated Content (as defined below);
use any artificial intelligence technology to create or generate an account on the Platform or to impersonate another person or User; or
submit any part of the Platform (including, but not limited to, any Servixi information) to artificial intelligence technology.

5. Public Spaces.

The Platform may contain profiles, email systems, blogs, messaging, comments, ratings, task displays, chat spaces, news groups, forums, communities, or other messaging or communication devices (the "Public Spaces") allowing Users to communicate with other Users. You may only use these community areas to send and receive messages and documents that are relevant and appropriate to the respective forum. No indecent, hateful, threatening, insulting, or otherwise inappropriate communication will be tolerated in Public Spaces, and Servixi reserves the right to terminate, without notice or delay, the Agreement between Servixi and any User engaging in such prohibited conduct and thereby close any account associated with that User.

You expressly acknowledge that all contributions to Public Spaces will be public and that you will be publicly identified by your name or login identity when communicating in Public Spaces. Servixi will not be responsible for the acts and/or statements of any User in connection with the information, communications, or documents posted or disclosed in Public Spaces.

6. Revocation and Suspension.

In the event of actual or suspected violation by you of any part of the Agreement, Servixi may, at its sole discretion, (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon confirmation of a violation.

If Servixi suspends or deactivates your account or limits your use of the Platform in accordance with this Section 6, you may not register or create a new account under different usernames, identities, or contact details (whether under your name or any other name or legal entity), even if acting on behalf of a third party.

7. Termination.

You may terminate the Agreement between you and Servixi at any time by ceasing to use the Platform and deactivating your account. Servixi may terminate the Agreement between you and Servixi at any time and cease providing access to the Platform (in accordance with Section 6 above) if you fail to comply with any part of the Agreement or if you violate applicable laws.

Even after your right to use the Platform has been revoked or limited, this Agreement will remain binding upon you. Servixi reserves the right to take appropriate legal action pursuant to this Agreement.

8. User-Generated Content.

A. Content.

"User-Generated Content" is defined as any information, content, and material that you provide to Servixi, its agents, business partners, or other Users in connection with your registration and use of the Platform.

User-Generated Content is not Servixi's opinion and has not been verified or endorsed by it. You acknowledge and agree that Servixi: (a) is not involved in the creation or development of User-Generated Content and does not control such content; (b) is not responsible for User-Generated Content (including its accuracy or the results obtained by using or relying on it); (c) may, without obligation, monitor or review User-Generated Content; and (d) reserves the right, at its sole discretion, to limit or remove User-Generated Content if it does not comply with the terms of the Agreement.

You are solely responsible for your User-Generated Content. To the extent permitted by law, you hereby grant to Servixi, for the entire duration of all rights that may exist in the User-Generated Content (including any legal extensions thereof), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, unlimited, sublicensable (on multiple levels), and transferable right and license to publish, reproduce, broadcast, transmit, distribute, modify, adapt, translate, create derivative works, publicly perform, display (in whole or in part), act on, and/or otherwise use your User-Generated Content, modify, adapt, publish, translate, create derivative works, publicly perform, display, show (in whole or in part), act upon, and/or otherwise use your User-Generated Content, in any media, form, or technology currently known or developed in the future, including (without limitation) in connection with any advertising, marketing, and/or promotion of the Platform, without any approval from you or compensation.

Hereby, you represent and warrant to Servixi that (i) you have the legal authority to grant the rights to your User-Generated Content as set forth herein, and such rights do not have negative implications for third-party rights; and (ii) your User-Generated Content: (1) will not be false, inaccurate, incomplete, or misleading; (2) will not be fraudulent and will not involve the transfer or sale of counterfeit or stolen items; (3) will not violate privacy rights, copyright, patent, trademark, trade secret, or other exclusive intellectual property rights; (4) will not violate laws, statutes, ordinances, codes, or regulations (including those governing export control, consumer protection, unfair competition, discrimination, incitement to hatred, or false or misleading advertising, prevention and suppression of unsolicited advertising emails, or privacy protection); (5) will not be defamatory, libelous, malicious, or threatening, and will not constitute harassment; (6) will not be obscene and will not contain pornography (including pedophilic pornography) and will not be harmful to minors; (7) will not contain viruses, scripts such as Trojans, SQL injections, worms, time bombs, corrupted files, cancellation robots, or other computer programming routines intended to damage any system, data, or personal information, interfere with any of them harmfully, intercept them surreptitiously, or seize them; (8) will not claim or imply in any way that you are employed by Servixi, directly recruited by it, affiliated with it, or otherwise acting as its representative or agent; or (9) will not incur liability to Servixi and will not cause Servixi (in whole or in part) to lose the services of its Internet service providers (ISPs) or other partners or suppliers.

Hereby, you waive (x) all "moral rights" in connection with User-Generated Content; and (y) any claims relating to User-Generated Content and Servixi's use of such User-Generated Content. You release Servixi, its shareholders, directors, officers, and representatives from any liability, including for defamation, malicious falsehood, infringement of the right to privacy, data protection, or any similar matter, based on or related to Servixi's use and exploitation of User-Generated Content, as permitted herein, and you shall indemnify them from any liability in this regard.

Servixi is entitled to identify a User for other Users or third parties alleging that their rights have been infringed by User-Generated Content provided by the relevant User, so that both parties can attempt to resolve the dispute directly. If you, in good faith, believe that User-Generated Content provided on the Platform or in connection therewith is objectionable or infringes upon your rights or the rights of others, we encourage you to notify Servixi at info@servixi.com. If a User discovers that User-Generated Content promotes crimes against humanity, incites hatred or violence, or concerns child pornography, the User must inform Servixi at info@servixi.com.

B. Feedback

The Platform hosts User-Generated Content regarding reviews and ratings of certain Service Providers ("Feedback"), allowing Users to post and read other Users' expressions about their experiences. Feedback represents the opinion of the User who posted it. Feedback does not represent Servixi's opinion and has not been verified or endorsed by Servixi. Servixi does not evaluate Users. Servixi may, without obligation, on its own initiative or at the request of a User or third party, investigate, modify, and/or delete any feedback or other remarks posted by Users. You may request the removal of feedback that violates the Agreement by contacting us at info@servixi.com.

9. Intellectual Property Rights.

The Platform, along with all its components and the content made available and/or displayed (including the Marks (defined below), and any text, graphics, editorial content, data, formatting, graphics, drawing, HTML document, appearance, photograph, music, sound, image, software, video, font, information, tool, design, interface, and any other content (including coordination, selection, arrangement, and improvement of the foregoing, as well as all intellectual property rights related thereto (collectively, " Exclusive Documents ")), are the exclusive property of Servixi, excluding User Content and any third-party website made available on or through the Platform. Exclusive Documents are protected, in all forms, on all media, and with all known or developed technology to date, by national and international laws, including those governing copyright, patents, and other property and intellectual property rights. Any use of Exclusive Documents other than in accordance with the Agreement is expressly prohibited.

Servixi's service marks and others (the " Marks "), including Servixi's logos, belong to Servixi. The Marks are not available for use by Users. It is prohibited to copy or use the Marks without the prior written permission of Servixi. All other trademarks, service marks, logos, and/or trade names appearing on the Platform are the property of their respective owners and may not be used without the prior written permission of such owner.

10. Links to Third-Party Sites.

The Platform may contain links (including hyperlinks, websites framed by the Platform, and advertisements displayed in connection therewith (including in any banner or other advertisement) to third-party websites) maintained by parties over which Servixi has no control.

These links are provided for reference and convenience only; they do not constitute an endorsement, warranty, or association by Servixi with such websites, their content, or their operators. You are responsible for evaluating the content and utility of information obtained from other websites. The use of any third-party website, or controlled or operated by it, is governed by the terms of use and policies adopted by and/or for such sites. You access and use such third-party websites at your own risk.

Servixi has no obligation to monitor, review, limit, or delete links to third-party websites, but reserves the right to do so, at its sole discretion. Servixi (a) expressly disclaims any liability regarding such links or third-party websites (including access or use thereof, as well as products or services advertised or offered by them, and any claims arising therefrom); and (b) is not and will not be a party to any transaction between you and any third-party provider of products or services.

You expressly release Servixi from any liability related to access and/or use of third-party websites.

11. Claims and Copyright Agent.

If you believe in good faith that any material provided on or in connection with the Platform infringes your copyright or any other intellectual property right, please send the following information to info@servixi.com:

A description of the copyrighted work you allege has been infringed, including its URL or any other specific location on the Platform where the allegedly infringing document can be found. You must include enough information to allow Servixi to locate the document and explain why you believe there is infringement;
A description of where the original or authorized copy of the copyrighted work is located (e.g., the URL where it can be viewed online or the name of the book in which it was published);
Your name, address, telephone number, and email address;
A statement by you, made under penalty of perjury, that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner; and
Your electronic or physical signature as the copyright owner or person authorized to act on behalf of the copyright owner.

Please note that the procedure described herein is exclusively intended to notify Servixi that your copyrighted material has been infringed, but does not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations regarding intellectual property.

12. Disclaimer of Warranties.

Use of the Platform is entirely at your own risk

THE PLATFORM AND UNDERLYING TECHNOLOGY ARE PROVIDED "AS IS" AND SUBJECT TO AVAILABILITY, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, CARE AND SKILL, COMPLIANCE WITH ANY LAW, ORDER, REGULATION, OR OTHER LEGISLATIVE TEXT, CODE, AND NON-INFRINGEMENT), AND SUCH WARRANTIES AND CONDITIONS ARE EXPRESSLY DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, SERVIXI AND ITS DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, AGENTS, INVESTORS, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS, AND RESPECTIVE RIGHTS HOLDERS (COLLECTIVELY, THE " AFFILIATES ", AND WITH SERVIXI, THE " SERVIXI PARTIES ")) :

MAKE NO REPRESENTATIONS AND PROVIDE NO WARRANTIES AND EXPRESSLY DISCLAIM SUCH REPRESENTATIONS AND WARRANTIES (TO THE EXTENT PERMITTED BY LAW) REGARDING (I) THE SPEED, ADEQUACY, RELIABILITY, COMPLETENESS, OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR ANY TASK OR SERVICE PROVIDED ON OR THROUGH THE PLATFORM, OR IN CONNECTION WITH ITS USE, OR (III) THE TASKS OR SERVICES PROVIDED BY, OR INTERACTIONS OR COMMUNICATIONS OF, PLATFORM USERS OR AMONG THEM (ONLINE OR OFFLINE, OR OTHERWISE) (INCLUDING, WITHOUT LIMITATION, THE ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION, OR CERTIFICATION OF ANY SERVICE PROVIDER);
DO NOT WARRANT THAT THE PLATFORM IS AND WILL REMAIN (1) ERROR-FREE OR THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED; OR (2) FREE OF ANY COMPUTER VIRUSES, SYSTEM FAILURES, COMPUTER WORMS, TROJAN HORSES, OR OTHER MALICIOUS COMPONENTS OR MALFUNCTIONS, INCLUDING IN HYPERLINKS FROM OR TO THIRD-PARTY WEBSITES; AND
DO NOT WARRANT, NOR ENDORSE, RECOMMEND OR ASSUME ANY LIABILITY CONCERNING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY WEBSITE OR SERVICE ASSOCIATED WITH A HYPERLINK, INCLUDING BY ANY SERVICE PROVIDER, AND SERVIXI WILL NOT BE A PARTY TO, OR IN ANY WAY CONTROL, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. Limitation of Liability.

You acknowledge and agree that Servixi is willing to provide you with the Platform only if you accept certain limitations regarding our liability to you and third parties, as provided in this Section and as stated elsewhere in the Agreement.

THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SERVIXI PARTIES OR THEIR BUSINESS PARTNERS BE LIABLE (WHETHER CONTRACTUAL, TORTIOUS, UNDER WARRANTY OR OTHERWISE), AND SUCH PARTIES EXPRESSLY DISCLAIM ALL LIABILITY IN CONNECTION WITH LIABILITY, CLAIM, DEMAND, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA OR CUSTOMERS, SERVICE INTERRUPTIONS, COMPUTER DAMAGE, SYSTEM FAILURES, DIFFICULTIES IN STORING ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES)), EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND DISPUTES OF ANY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED (COLLECTIVELY, "LIABILITY CLAIMS") ARISING OUT OF OR IN ANY WAY RELATED TO THE PLATFORM OR THE USE OR INABILITY TO USE THE PLATFORM BY YOU OR THIRD PARTIES, EVEN IF THE POSSIBILITY OF SUCH CLAIMS HAS BEEN NOTIFIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE THE SERVIXI PARTIES AND THEIR BUSINESS PARTNERS FROM ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS ESTABLISHED THAT THE SERVIXI PARTIES OR THEIR BUSINESS PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT SHALL THE TOTAL LIABILITY, WHETHER ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO SERVIXI IN THE 6 MONTHS PRECEDING THE DATE OF THE CLAIM; AND (B) IF YOU ARE A SERVICE PROVIDER, THE TOTAL AMOUNT OF FEES PAID TO SERVIXI BY CLIENTS IN CONNECTION WITH THE TASKS YOU HAVE PERFORMED IN THE 6 MONTHS PRECEDING THE DATE OF THE CLAIM, IF PERMITTED BY APPLICABLE LAW.

14. Indemnification.

Users' indemnification obligations are set forth below in this Section and are in addition to any other indemnification obligations set forth elsewhere in the Agreement. Servixi reserves the right, at its sole discretion, to assume the defense and exclusive control of any matter otherwise subject to indemnification. You shall not settle any demand or claim without the prior written consent of Servixi.

A. Client Indemnification.

If you are a Client, you shall indemnify, defend, and hold harmless Servixi and its Affiliates from any Liability Claims arising out of (i) your use of or inability to use, or participation on, the Platform; (ii) your breach of the Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of third-party links or websites appearing on the Platform; (v) any User-Generated Content and Comments submitted by you or using your account on the Platform, including, without limitation, to the extent such User-Generated Content or Comments may infringe upon the intellectual property rights of a third party or otherwise be unlawful; and (vi) the acts or omissions of any Client Agent.

B. Service Provider Indemnification.

If you are a Service Provider, you shall indemnify, defend, and hold harmless Servixi and its Affiliates from any Liability Claims arising out of (i) your use of or inability to use, or participation on, the Platform; (ii) your participation in or performance of tasks, or your ability or inability to perform tasks or receive payments related thereto; (iii) your breach of the Agreement; (iv) your violation of any law, including any laws relating to privacy, tax matters, or the rights of any User or third party; (v) any User-Generated Content or Comments submitted by you or about you or using your account on the Platform, including, without limitation, to the extent such User-Generated Content or Comments may infringe upon the intellectual property rights of a third party or otherwise be unlawful; and (vi) the acts or omissions of any Service Provider Agent. Service Provider's indemnification applies to damages payable to Servixi, its Affiliates, and/or a third party, as well as penalties imposed by any governmental authority or otherwise.

15. Modifications to the Agreement, Platform.

A. Changes to the Agreement.

Servixi reserves the right, in its sole discretion, at any time, to revise, modify, amend, update, supplement, enrich, suspend, terminate, or delete any term or provision of the Agreement.

Such modifications will be notified either by publication (or publication of notice thereof) on the Platform, at the online location of the relevant Terms or other policies, or by email, or by any other reasonable means. The modifications shall become effective upon their publication. By continuing to use the Platform after such publication, you consent to abide by the Agreement as modified.

Notwithstanding the foregoing, if such modifications or updates are material, you will be informed in advance (as provided in this Section) and will have the choice to accept or reject them. If a modification to the Agreement is unacceptable to you or results in your non-compliance with the Agreement, the prior Terms shall apply to your ongoing tasks, but you will no longer be able to use the Platform or enter into contracts for new tasks and you must deactivate your account and immediately cease using the Platform. Once notified of material modifications, if you continue to use the Platform after any revision of the Agreement, you unequivocally and irrevocably accept all such modifications.

To the extent permitted by law, Servixi shall have no liability to you concerning any modification of any part of the Agreement.

B. Changes to the Platform.

Servixi reserves the right, in its sole discretion, at any time, to revise, enhance, modify, update, close, impose limits or restrict access to, whether temporarily or permanently, all or any part of the Platform (including any content or information available on or through the Platform). These changes shall take effect without notice and without any liability to Servixi or its Affiliates. Servixi shall have no liability to anyone concerning any update, upgrade, modification, or closure of all or any part of the Platform.

16. No Third-Party Rights.

The Agreement is for the sole benefit of Servixi and the User, and their respective successors and permitted assigns, and there are no other third-party beneficiaries under the Agreement. None of the provisions of the Agreement are enforceable by any person who is not a party to the Agreement.

17. Notices and Agreement to Receive Email Notifications.

Unless otherwise provided in this Agreement, all agreements, notices, statements, and other communications (collectively, "Notifications") under the Agreement shall be in writing and shall be deemed to have been duly given upon receipt, if delivered by hand, or sent by registered or certified mail, return receipt requested; upon obtaining an electronic receipt, if transmitted by facsimile or email; or on the day it appears as delivered on the tracking system of the express delivery service, if sent by overnight delivery by a recognized express delivery service. Notwithstanding the foregoing, the Notifications referred to in the Agreement will be sent to you electronically (including, but not limited to, by email or by posting Notifications on the Platform), and you consent to receive such Notifications in this manner. All Notifications that we send to you electronically satisfy any legal requirement that such communications be in writing.

If you have any questions about these Terms of Service or the Platform, please contact us by email at info@servixi.com.

18. Consent to Electronic Signatures.

By using the Servixi Platform, you agree (a) to conduct transactions electronically through the Servixi Platform; (b) that your electronic signature is the legal equivalent of your handwritten signature and has the same legal effect, validity, and enforceability as a signature on paper; (c) that your use of a keyboard, mouse, or other device to select an item, button, icon, or similar act/action constitutes your signature as if you had actually signed it in writing; and (d) that no certification authority or other third-party verification is necessary to validate your electronic signature, and the absence of such certification or third-party verification will not affect the enforceability of your electronic signature in any way.

19. Applicable Law.

The Agreement and your use of the Platform shall be governed by the laws of the province of Quebec and the laws of Canada applicable therein, without regard to principles of conflicts of laws. Each party to the Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the province of Quebec, sitting in the judicial district of Montreal.

Notwithstanding the foregoing, nothing shall prevent Servixi from seeking relief in a competent court to protect its intellectual property rights.

20. Notices.

The Servixi Platform and Site are owned and operated by Services d'exception SERVIXI Inc., a company registered in Quebec, Canada. If you have any questions about the Agreement or the Platform, please contact us by email at info@servixi.com.

21. General Provisions.

a. Relationship Between the Parties.

No agency, employment, franchise, or joint venture relationship is or shall be deemed to exist, be created, or be intended between a User and Servixi by the Agreement or by a User's use of the Platform. Users have no authority to act as agents for Servixi or to bind or make representations on behalf of Servixi.

b. Entire Agreement.

The Agreement constitutes the entire and exclusive agreement between Users and Servixi concerning Users' use of the Platform, and supersedes all prior or contemporaneous agreements, proposals, or communications. The provisions of this Agreement are intended to be interpreted in a manner that makes them valid, legal, and enforceable.

c. Severability; Waiver.

If any provision is declared to be partially or wholly invalid, illegal, or unenforceable, (1) it shall be modified or restructured to the extent and in the manner required to make it valid, legal, and enforceable; or (2) if it cannot be so modified or restructured, it shall be severed from the Agreement without affecting the validity, legality, or enforceability of the remaining provisions. The failure by Servixi to enforce any provision of this Agreement shall not be construed as a waiver of any provision or right.

You acknowledge and agree hereby that we may assign or transfer the Agreement without your consent. As of the effective date of the assignment of the Agreement, (a) Servixi shall be released from any rights, obligations, and/or liabilities to you relating to events occurring after the effective date of the assignment, and (b) the assignee entity shall replace Servixi for the performance of this Agreement. You may not assign or transfer the Agreement without our prior written consent. Any assignment by a User in violation of this Section 21 shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of Servixi, its successors, and assigns. All provisions of this Agreement which, by their nature, should survive termination or expiration hereof shall fully survive and remain in effect after the expiration or termination of this Agreement or your cessation of use of the Platform, and notwithstanding thereof.

22. Acknowledgment and Consent.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THE AGREEMENT, AND I AGREE THAT BY USING THE PLATFORM, I ACCEPT TO BE BOUND BY ITS TERMS AND CONDITIONS.

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