Advisor Terms of use

EFFECTIVE: 4.2.21

IT IS IMPORTANT TO READ AND FULLY UNDERSTAND OUR INDEPENDENT CONTRACTOR AGREEMENT PRIOR TO AGREEING AND PARTNERING YOUR SERVICES WITH THE COMPANY, AS THIS WILL AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, DISPUTE RESOLUTION, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged, the parties agree as follows:

This Agreement and Business Partnership is made and entered into by and between THIRDEYE TECHNOLOGIES INC, a Saskatchewan Corporation (the "Company"), the provider of the technology platform or (“App” or "Network" or "Website" or "Site" or "we" or "our") and the Independent Contractor, agreeing to provide psychic entertainment, or (the "Advisor" or "Advisors" or "Psychic Advisor" or "Psychic Entertainer" or "You" or "Your") collectively, (the "Parties"), as a service to the ("Member" or "Client" or "User"or "Users").

AS THE “INDEPENDENT CONTRACTOR” INFORMATION

WHEREAS, the Company provides an online App, "ThirdEye", that connects Clients and Psychic Entertainers via telephone, video, message, chat or text for the purpose of psychic entertainment.

BY PARTNERING YOUR SERVICES WITH THE COMPANY, YOU AGREE THAT YOUR PROVIDED SERVICE IS FOR ENTERTAINMENT PURPOSES ONLY. THE COMPANY PROVIDES THE TECHNOLOGY TO CONNECT YOU TO CLIENTS, WHO CHOOSES TO UTILIZE YOUR SERVICES. YOUR SERVICE IS SOLELY WITH THE CLIENT AND NOT WITH THE COMPANY.

THE COMPANY does not refer, endorse, recommend, verify, evaluate or guarantee any OF THE OPINIONS, advice, information, AND/or other services provided by ADVISORS, and nothing COMMUNICATED VERBALLY, THROUGH ADVERTISEMENT OR IN WRITING shall be considered as a referral, endorsement, recommendation or guarantee of any ADVISOR BY THE COMPANY.

WHEREAS, the Contractor operates a business with special skills, training, and expertise in providing non-exclusive psychic entertainment services to Members contacting the Network.

LIMITED LICENSE

In connection with its provision of services to the Network, the Company is willing to provide a limited license for Members and Contractors, through the Company platform, to connect for the distribution and receipt of the services, via phone, video, chat, message or text. Such license does not, however, permit you to download or modify this Site or any portion thereof. This license does not include any resale or commercial use of this Site or its contents; any collection and/or use of any product listings, descriptions, or prices; any derivative use of this Site or its use of data mining, robots, or similar data gathering and extraction tools.

This Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company.

You may not use, frame, or utilize framing techniques to enclose any Company trademark, logo, or other proprietary information (including the images found at the Site, the content of any text, or the layout/design of any page or form contained on a page) without the Company’s express written consent. You may not use any meta-tags or any other "hidden text" utilizing the Company’s name or trademarks without the express written consent of the Company. Any unauthorized use terminates the limited license granted by the Company to you and subjects you to any and all criminal and/or civil liability arising there from.

The Company reserves any rights not explicitly granted in this Agreement.

NO PROFESSIONAL COUNSELLING OR ADVICE PROVIDED

THE OPINIONS, ADVICE, BLOGS, NEWSLETTERS OR ADVERTISEMENTS AND INFORMATION PROVIDED BY THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING SITE DURING SERVICES ARE NOT INTENDED TO BE USED AS, AND WILL NOT SERVE AS A SUBSTITUTE FOR PROFESSIONAL, LEGAL, TAX, FINANCIAL, SEXUAL, PSYCHOLOGICAL, MEDICAL OR FINANCIAL COUNSELLING. YOUR CLIENT SHOULD CONSULT A LAWYER, TAX ADVISOR, FINANCIAL ADVISOR, SEXUAL, PSYCHOLOGICAL, OR MEDICAL PROFESSIONAL FOR ADVICE OR TREATMENT REGARDING ANY CONCERNS.

THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING

SITE, does not AND WILL NOT warrant the validity, accuracy, completeness, safety, legality, quality, or applicability of the content or anything said or written by

the Contractors or any advice provided, including any information contained in any Advisor listing or blog.

SITE WILL not be liable for any damages sustained due to reliance by the receiver of such information or advice provided.

Any and all decisions that your client may make that are based in whole or in part upon information provided by THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN

CREATING SITE, will be your sole and exclusive responsibility.

IF YOUR CLIENT CHOOSES TO DISCUSS ANYTOPIC, YOUR DISCUSSION

is strictly with YOU. THE COMPANY is not RESPONSIBLE FOR, OR INVOLVED in any way, AS TO THE substance of THE relationship, advice or information given therein.

THE COMPANY strongly recommends that ANYONE seeking advice, make an appointment with a qualified professional.

IF YOUR CLIENT IS HAVING SUICIDAL THOUGHTS YOU FEEL THEY MAY BE A DANGER TO THEMSELVES OR OTHERS, IT IS HIGHLY RECOMMENDED YOU END THE SERVICE AND IMMEDIATELY REFER YOUR CLIENT TO CALL 911 (OR THE RELEVANT EMERGENCY NUMBER FOR YOUR AREA) AND NOTIFY THE POLICE OR EMERGENCY MEDICAL SERVICES FOR HELP. THE COMPANY’S SERVICES

The Company allows Members the technology to interact with Psychic Advisors specializing in many areas, including love and romance, career and personal goals, dream analysis, tarot, oracle/angel readings, numerology, I-ching, pet psychics, bodytalk, reiki and more. Members may speak with psychics via telephone, video, or chat.

THE CONTRACTOR’S SERVICES

The Contractor shall provide psychic entertainment services by telephone, message, chat or text to Members through the site’s technology platform. The Contractor shall provide such psychic entertainment services consistent with the Contractor's particular specialized skills, training, and expertise in providing the same.

CONFIDENTIAL INFORMATION

Duty of Confidentiality. At all times during and subsequent to the termination or expiry of this Agreement, the Contractor will keep the Confidential Information in the strictest of confidence and trust. The Contractor will take all necessary precautions against unauthorized disclosure of the Confidential Information and will not directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to any third party and will not copy or reproduce the Confidential Information or store the Confidential Information on any form of media, except with the written consent of the Client or except as may be reasonably required for the Contractor to carry out the Duties.
Use of Confidential Information. At all times during and subsequent to the termination or expiry of this Agreement, the Contractor will not use the Confidential Information in any manner except as reasonably required for the Contractor to carry out the Duties. Without limiting the generality of the foregoing, at all times during and subsequent to the termination or expiry of this Agreement, the Contractor will not use or take advantage of the Confidential Information for the purpose of creating, maintaining or marketing or aiding in the creation, maintenance or marketing of any product or service which is competitive with any product or service developed, owned, licensed, sold, performed or marketed by the Company or any Related Entity or any of the Company’s customers or clients.
Return of Confidential Information. Upon the request of the Company, and in any event upon the termination or expiry of this Agreement, the Contractor will immediately return to the Company all materials, including all copies in whatever form, containing the Confidential Information which are in the Contractor’s possession or control or which are in the possession or control of any persons for whom the Contractor is legally responsible.

OPEN MARKET COMPETITION

The Contractor is aware and agrees that their provided services will be in competition with other Contractors on the Network, who provide similar psychic entertainment services on the network.

NO ECONOMIC DEPENDENCE

The Contractor is aware and agrees that their provided psychic entertainment services carry a potential for, but no guaranteed source of revenue for their business with the network. The Contractor also agrees that the limited license with the Company is not their sole source of income and the Contractor holds no economic dependence with the Company. This agreement is “non-exclusive” and allows the Contractor to continue to offer their services to others outside of this limited license. The Company does not assert control over which psychic

entertainers Members choose to hire for services, and thus the Company offers no guarantee of income. The Contractor further acknowledges that their managerial skills and professionalism in operating their personal business with the Company will affect his or her opportunity for profit and loss.

OPPORTUNITY FOR PROFIT AND LOSS

The Company will not provide any equipment required to interface with the online network for the Contractor to provide their service. It is the responsibility of the Contractor to provide (at their sole business expense) phone service, internet service, computers, phones, headsets for speaking and any other equipment deemed necessary by the Contractor. Additionally, it is the responsibility of the Contractor to maintain or repair equipment (at their sole business expense), as deemed necessary by the Contractor.

In addition, technical issues due to the Contractors failure to maintain their equipment, loss of internet, phone system, or other technical issues may prevent a psychic entertainer from interfacing with our Network and therefore result in the inability for the Contractor to work.

LOSS: In addition, the following issues may negatively affect your total received commissions:

SECURITY: If the Company deems that specific credit card payments do not meet their security standards (at their complete and sole discretion), the commissions connected to these security issues will not be included in our Contractor’s earnings net earnings.
FRAUD: If the Company receives bank disputes (otherwise known as “Chargebacks”) for specific credit card payments, the commissions connected to these bank disputes will not be included in our Contractor’s earnings net earnings.
CREDITS: The Company shall provide Psychic Cash credits to Members (at their complete and sole discretion), the commissions connected to these credits will not be included in our Contractor’s earnings net earnings.
REFUNDS: The Company shall provide refunds to Members (at their complete and sole discretion), the commissions connected to these refunds will not be included in our Contractor’s earnings net earnings.

PROFIT: A Contractor who exhibits strong managerial and performance skills may build their clientele and business reputation on the Network. This may result in increased service requests from the Members, therefore, potentially increasing the Contractor’s overall commissions beyond their personal cost of providing the service.

NO TRAINING

The Contractor represents and warrants, and the Company recognizes and acknowledges, that the Contractor has unique and specialized skills, training and experience in providing psychic entertainment services, and therefore the Company has not provided and will not provide any training or instructions to the Contractor on how their services are to be performed.

COMPENSATION, PAYMENT, AND TAXES

The Company shall compensate the Contractor on a 60%, flat commission basis. The company offers Contractors no guarantee to generate income. The Contractor will be solely responsible for reporting and paying all provincial, state (if applicable), federal, self-employment or other taxes. The Company will provide earnings reports at the end of the fiscal year, as reported for the specific Contractor.

NO BENEFITS

The Contractor shall not participate in any benefit plan or program of the Company, including, but not limited to, health insurance, life insurance, disability insurance, pension or profit sharing, worker’s compensation, paid vacation, unemployment, or sick pay.

COMMISSIONS PAID VIA STRIPE

All earned commissions will be paid via STRIPE. The Company will not be financially responsible for any transfer errors due to inaccurate payment routing information or technical errors. Following receipt of payment, the Contractor has fourteen days to examine and report to the Company any questions or concerns regarding commissions. Beyond day fourteen, the Contractor shall accept payment as final and questions or concerns regarding commissions shall not be considered.

MEDIA RELEASE

The Contractor hereby grant’s Company permission to use their likeness in a photograph (or any other form of media including but limited to text bios, user reviews, and publicly propagated blogs) in any and all of its publications, including but not limited to website entries, without payment or any other consideration. The Contractor understands and agrees that these materials will become the property of the Company and will not be returned or deleted from the server (unless by the sole decision of the Company). The Contractor hereby irrevocably authorizes the Company to edit, alter, copy, exhibit, publish or distribute this media for purposes of publicizing the Company’s operations or for any other lawful purpose. In addition, the Contractor waives the right to inspect or approve the finished product, including written or electronic copy, wherein the Contractor’s likeness appears. Additionally, the Contractor waives any right to royalties or other compensation arising or related to the use of the abovementioned media Additionally, the Company is not responsible for any unauthorized, known or unknown breach of security that may result in the copying, redistribution, or copyright infringement of above-mentioned, TO RECORD ALL INBOUND AND OUTBOUND CALLS, REVIEW, CHAT READINGS, MESSAGE READINGS, REVIEW TEXT READINGS

By you, the Contractor, utilizing our Network, you fully consent, allow and agree for the Company to record, review and listen to calls, review chat reading, message and text readings for customer satisfaction, fraud prevention, or any other operational need deemed appropriate by Company. In addition, members

may purchase recordings or transcripts of their psychic readings for a fee (which you will not receive commissions).

THE COMPANY DOES NOT GUARANTEE YOUR RECORDINGS OR TRANSCRIPTS WILL REMAIN PRIVATE. IF YOU HAVE PRIVACY CONCERNS REGARDING YOUR CONVERSATIONS, DO NOT PARTNER WITH THE COMPANY.

THE COMPANY’S REVIEW SYSTEM

All registered Members in good standing will have the opportunity to review their last purchase directly after their service, via SMS or from within their user account. The quality of the review is based on a "star" system: 1 star = poor. 5 stars = excellent. The Company will moderate all reviews prior to posting. The Company reserves the sole right and decision to approve or deny the publishing of any member submitted psychic reviews.

By your client posting, submitting or uploading a review, you automatically grant to the Company an irrevocable, perpetual, non-exclusive, fully paid, sublicensable, transferable, worldwide license to use, copy, perform, display, and distribute said review and to prepare derivative works of, or incorporate into other works, said review, and to grant and authorize sublicense (through multiple tiers) of the foregoing. Furthermore, by users posting reviews to the Company, you automatically grant the Company all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the review by any party for any purpose. In addition, you are granting the Company the unrestricted right, throughout the world and in perpetuity, to copy, sublicense, adapt, transmit, perform, display or otherwise use, at no cost whatsoever to the Company, any and all material or content you post or submit, including, without limitation, all intellectual property rights embodied therein.

Each Member is solely responsible and liable for the contents of his or her review, and we are not responsible in any way for the content or opinions expressed therein. We have the right, but not the obligation, to refuse to post, remove, edit or move, at any time, any material posted, in each case as we deem appropriate. It is forbidden for any Contractor to post reviews on the Company's platform.

NO HOURS OR SCHEDULE

Contractor will provide to the company their availability and the Company will have no control or requirements of when the Contractor shall make themselves available for the referral of the Services.

NON-EXCLUSIVE AGREEMENT

The Contractor retains the right to provide services similar to the Services to other individuals, businesses or the general public.

BUSINESS LICENSES

The Contractor represents and warrants, and the Company recognizes and acknowledges that the Contractor shall, at his or her sole cost and expense, secure and maintain in effect continuously throughout the term hereof any licenses necessary in connection with the performance of the Contractor’s Services.

COMPLIANCE WITH LAWS

The Contractor shall provide the Services in accordance with all applicable laws, regulations, ordinances, and contracts applicable thereto.

NO SLANDER. Contractor agrees not to in any way slander or injure the business reputation or goodwill of the Company, including, by way of illustration, through any contact with Clients, prospective clients, vendors, suppliers, employees or agents of the Company which could slander or injure the business reputation or goodwill of the Company. IF THE CONTRACTOR ENGAGES IN THESE SLANDEROUS ACTS, WHETHER THROUGH VERBAL OR WRITTEN STATEMENTS, ALL CONTRACTORS EARNINGS IN THE CURRENT FISCAL YEAR WILL BE PAID TO THIRDEYE TECHNOLOGIES INC. AS FREE AND CLEAR DAMAGES.

INDEMNIFICATION

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE TO DEFEND INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING SITE, FROM ANY AND ALL CLAIMS, ACTIONS, COSTS, EXPENSES, OR DEMANDS, INCLUDING BUT NOT LIMITED TO ANY SETTLEMENT AND/OR ATTORNEY’S FEES, RESULTING FROM CLAIMS AGAINST ANY PSYCHIC ADVISOR, YOUR USE OF THE SITE AND ITS SERVICES WHETHER VIA THE INTERNET OR TELEPHONE AND ANY CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH THIS SITE, YOUR USE OF SERVICE AND ANY ADVICE OR INFORMATION OBTAINED THEREBY, YOUR VIOLATION OF THIS AGREEMENT, YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, OR TERMINATION OF YOUR ACCESS TO THE SITE AND/OR SERVICES OTHERWISE ARISING OUT OF YOUR USE OF THIS SITE IN ANY MANNER.

THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES,

REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING SITE SHALL NOT BE LIABLE TO ANY USER ON ACCOUNT, WHETHER OR NOT AUTHORIZED, THE PROPER OR MISUSE OF AND RELIANCE ON THE SERVICE WE PROVIDE TO YOU.

INDEMNIFICATION IS SUCH THAT IT SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, EVEN IF THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING SITE, AND ATTORNEYS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDEMNIFICATION SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE FROM USE OR MISUSE AND/OR RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR WHETHER IT COMES FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE TO INCLUDE SUCH DAMAGES HAVING BEEN INCURRED BY A THIRD PARTY. SUCH INDEMNIFICATION WILL APPLY IN REGARDS TO DAMAGES HAVING BEEN INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS WHICH HAVE BEEN PROVIDED ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE.

SUCH INDEMNIFICATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH INDEMNIFICATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE COMPANY’S WEBSITE, TO INCLUDE ANY SERVICE, WHETHER PROVIDED BY INTERNET OR TELEPHONE. SUCH INDEMNIFICATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY AND ITS PARENT COMPANY(S), AFFILIATES, CO-BRANDERS, SUCCESSORS AND ASSIGNS, ADVERTISERS, SUPPLIERS AND OPERATIONAL SERVICE PROVIDERS, THEIR RESPECTIVE OFFICERS, MEMBERS, MANAGERS, CO-BRANDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, OR OTHERS INVOLVED IN CREATING SITE BE HELD LIABLE IN ANY WAY FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM

ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, ACT OF TERRORISM GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

IN JURISDICTIONS THAT DO NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

INTELLECTUAL PROPERTY

The Company contains copyrighted material, trade secrets and proprietary information owned by the Company. This Agreement will not grant any user any rights to the company’s patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses as it is in respect to the Company.. The user will in no way create plagiaristic software based upon any trade secret, intellectual property or proprietary information of the Company.. Moreover, the user may not, as it pertains to the Company, sub-license, assign, transfer, sell or make any other commercial use of membership. - All content on the Company’s App, including without limitation, the text, software, scripts, tools, graphics, photos, sounds, music, videos, and interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to the Company. The Content and Marks are protected to the maximum extent permitted by intellectual property laws and international treaties. All Content displayed on or through the Company's App is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of the Company. You further agree not to reproduce, duplicate or copy Content from the Company without the express written consent of the Company, and agree to abide by any and all copyright and other legal notices displayed on the Company’s App. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Company’s App. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of on the Company’s App. The user is not allowed to adapt or use any trademark or trade name, domain name similar to or

easily confused with that of MeetYourPsychic.com, nor is the user allowed to take any other kind of action that could infringe upon or impair the Company’s trademark rights. The Company shall, as it is its right to, retain complete ownership in and to the Company’s App and all content displayed on the Company’s App, including but not limited to copies of data transferred or received by users through the Site. The Company respects the intellectual property rights of others, and we ask you to do the same accordingly. Psychic Advisors may or may not use their actual image or legal name to promote their services on the network. If an alternate image or name is used, appropriate licences have been obtained by the Company or Contractors for such use. The Company may, in appropriate circumstances as well as at its own discretion, terminate the accounts of or access of Contractors who infringe upon the intellectual property rights of others.

CONFIDENTIALITY / NO VIOLATION

Contractor acknowledges that during the engagement he/she will have access to various trade secrets, processes, information and records owned by Company and/or used by Company in connection with the operation of its business including, without limitation, Company’s customer lists, accounts, and procedures. Contractor agrees that he/she will not disclose any of these materials or information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement. THE CONTRACTOR FURTHER AGREES THAT HE/SHE WILL NOT DISCLOSE THE TERMS OF THIS AGREEMENT TO ANY PERSON WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY AND SHALL AT ALL TIMES PRESERVE THE CONFIDENTIAL NATURE OF CONTRACTOR’S RELATIONSHIP TO COMPANY.

NON-DISPARAGEMENT

The Company has internal procedures for complaints and disputes to be addressed and resolved. You agree that you will not (nor will you cause or cooperate with others to) publicly criticize, ridicule, disparage or defame the Company or its products, services, policies, directors, officers, shareholders, or employees, with or through any written or oral statement or image (including, but not limited to, any statements made via websites, blogs, postings to the internet, or emails and whether or not they are made anonymously or through the use of a pseudonym). Contractor agrees to provide full cooperation and assistance in assisting the Company to investigate such statements if the Company reasonably believes that you are the source of the statements. The foregoing does not apply to statutorily privileged statements made to government or law enforcement agencies. The Company may (at its sole discretion) fine Contractor

$5000.00 per occurrence.

NON-SOLICITATION / NON-CIRCUMVENTION

You may NOT be in direct contact with any of our MEMBERS outside the App, provide your contact information to a MEMBER for any reason, or attempt to obtain contact information from a MEMBER. If you choose to violate these terms of use, the Company bears no liability for any resulting actions, and your limited license may be terminated.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT YOU ENGAGE WITH THE COMPANY AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ANY AND ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANT LIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE PROVIDED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY AND ALL LINKS PROVIDED ON THE SITE, AND FOR ANY AND ALL ADVICE OR INFORMATION RECEIVED THROUGH AND BY THE SITE OR THROUGH ANY AND ALL LINKS PROVIDED ON THE SITE.

THE COMPANY SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE OR SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL DISPLAYED AS A RESULT OF THE SERVICES OR SERVICE. THE COMPANY DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL, INCLUDING BUT NOT LIMITED TO THE DELETION OR FAILURE TO STORE ANY MESSAGES OR PERSONALIZED SETTINGS.

ALTHOUGH THE COMPANY STRIVES TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SITE, THE COMPANY DOES NOT MAKE ANY GUARANTEE THAT THIS SITE IS FREE OF VIRUSES, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICE, TROJAN-HORSES, ROUTINGS, OR ANY OTHER HARMFUL AND DESTRUCTIVE CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS. THE COMPANY DOES NOT HOLD ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM.

NO ADVICE OR READING, WHETHER SPOKEN OR WRITTEN, THAT HAS BEEN OBTAINED BY A MEMBER FROM THE COMPANY OR THROUGH USE OF ITS SERVICES, SHALL CREATE ANY EXPECTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. IN PARTICULAR BUT NOT LIMITED TO, THE COMPANY FURTHER MAKES NO WARRANTY THAT 1) THE APP AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; 2) THE APP AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; AND 3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP AND/OR SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY WILL NOT BE HELD LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET OR TELEPHONE CONNECTION AND/OR ANY AND ALL SERVICES PURCHASED ON OR VIA THE APP AND/OR TELEPHONE. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED WARRANTIES. THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

THE TERM OF AGREEMENT

The term of this agreement (original term) shall commence on the date of signature of this agreement, and shall continue for a period of 30 days thereafter. After the original term, the agreement shall continue on a 30 day, self-renewing (optional term), thereafter, provided the Contractor is not in default of any of the terms, conditions, or provisions of this agreement. The Company or Contractor reserves the right to terminate this agreement at any time, without advance notice, for any reason whatsoever, with written notice via email or mailed letter. In addition, Contractors have the right to terminate the individual services at any time if a comment and/or behaviour are considered by the Member to be inappropriate, abusive, or threatening. Subsequently if the Contractor is found to be under-performing their duties as an advisor on the App, the Company reserves the right to terminate this agreement at any time. Contractor will report the issue to administration and the client may be banned (at the sole discretion of the company) from future access to the App and its services.

NO ASSIGNMENT OF SERVICE

The Contractor shall not assign their rights of purchased services or benefits under this Agreement to any other person and shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law without the prior, express written consent of the Company. Any action of assignment is in violation of this agreement and is strictly FORBIDDEN. NO IMPLIED WAIVERS

The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.

COUNTERPARTS AND EFFECTIVENESS

This Agreement may be executed in multiple counterparts, each of which, when solely executed, shall be deemed an original, but which counterparts together shall constitute one and the same instrument.

GOVERNING LAW

You agree that the Company shall be deemed solely based in the Province of Saskatchewan. You further agree that the Company’s App shall be deemed a passive App that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Saskatchewan. These agreements will be governed and interpreted in accordance with the internal laws of the Province of Saskatchewan applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the remainder of this agreement, which shall remain in full force and effect. These agreements are governed by a mandatory arbitration clause set out below, however, if a court is necessary in whole or in part to enforce these agreements, you consent and submit to the sole and exclusive jurisdiction of the Provincial and federal courts located in Saskatchewan and waive any objection to personal jurisdiction, to venue, or to convenience of forum.

PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY. YOU ARE REQUIRED TO RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF WAIVING YOUR RIGHT TO A TRIAL.

DISPUTE RESOLUTION

Any dispute, claim or controversy arising out of or relating to the the Company, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Saskatchewan, before one arbitrator. The arbitrator may not award any consequential, indirect, exemplary, special or incidental damages arising from or relating to your use of the Company’s app (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss). Judgment on the Award may be entered in any court having jurisdiction.

You will each pay the costs and expenses of such arbitration, and each of the parties will separately pay their counsel fees and expenses. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in provincial or federal court in Saskatchewan to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, trademarks, and trade secrets, but not privacy or publicity rights).

STATUTE OF LIMITATIONS

You agree to file any claim regarding any aspect of this agreement within six months of the time in which the events giving rise to such claim began, or you agree to waive such claim.

CLASS ACTION WAIVER

You agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein, and supersedes and replaces any prior agreements and understandings, whether oral or written between them with respect to such matters. The provisions of this Agreement may be waived, altered, amended or repealed in whole or in part only upon the written consent of both parties to this Agreement.

TITLE AND SUBTITLE

The titles of the Sections and subsections of this Agreement and any exhibits are for the convenience of reference only and are not to be considered in construing this Agreement. The Contractor listed on this agreement has carefully read this agreement and has had the opportunity for his/her counsel to read and review it and has had its provisions fully explained to him/her by his/her counsel (if any).

The Contractor listed on this agreement is signing this agreement freely, voluntarily, and with full knowledge of its terms and consequences.

BY ACCEPTING THESE TERMS OF USE, YOU CONSENT TO ACCEPTANCE OF ALL THE ABOVE.