1 CLICK S TARR MARKETING TERMS AND CONDITIONS These terms and conditions govern the relationship between you (“ You ”) and Click Starr Marketing & Consulting (“ Click Starr Marketing ”, “ we ”, or “ us ”) in relation to the provision of Services (as hereinafter defined) to you by Click Starr M arketing . These terms, together with the Estimate (as hereinafter defined) form the “ Agreement ”. A. SERVICES AND OBLIGATIONS Services. All Services to be performed by u s pursuant to an estimate accepted by you (the “ Estimate ”) are set out in the Estimate. The Deliverables (as hereinafter defined) and services provided by us to you pursuant to the Estimate are collectively referred to as the “ Services ”. Project Schedule. To the extent that a project schedule is specified in the Estimate, we shall provide the Services in accordance with such schedule (the “ Project Schedule ”), and to the extent that it is necessary that you agree to cooperate in good faith to allow us to ac hieve completion of the Services in a timely manner. Acceptance of Deliverables. We will notify you of our completion of any deliverables to be provided as part of the Services (the “ Deliverables ”) at the time of completion of such Deliverables and we may invoice you for the Fees (as hereinafter defined) payable for such Deliverables (if any), in accordance with the payment schedule set out in the Estimate (if any) (the “ Payment Schedule ”). Milestones. The Project Schedule may provide for certain mileston e events (each a “ Milestone ,” and collectively the “ Milestones ”), achievement of which by us shall trigger the obligation by you to pay the applicable Fees for such Milestone as outlined in the Payment Schedule. Accordingly, upon achievement of the applica ble Milestone, we shall provide to you the concerned Deliverable, if applicable, and a statement showing achievement of the Milestone. Upon both parties’ agreement that the Milestone has been achieved, such agreement not to be unreasonably withheld or dela yed, we shall invoice you for the Fees payable for the applicable Milestone in accordance with the Payment Schedule (if any). Changes . At any time, you may request changes to the Services. If any such changes cause a change in the cost to us of performance or time required for such performance, the parties shall negotiate reasonably and in good faith for an equitable adjustment to the F ees (as hereinafter defined), Milestones, Payment Schedule, and/or the Project Schedule. Upon receiving a notice or request from you, we shall (at no additional cost to you) promptly evaluate such change request and shall submit to you a change in scope pr oposal which shall outline in detail the required changes to the scope of the Services, Fees (as hereinafter defined), Milestones, Payment Schedule, and/or the Project Schedule. If such proposal is accepted by you in writing, then such proposal shall be de emed to amend the applicable Estimate. Non - Exclusivity . We shall have the right to perform other work or other services for any third party during the Term (as hereinafter defined) of this Agreement and at any time thereafter, subject to: (i) compliance w ith the confidentiality and non - solicitation provisions contained herein; and (ii) such other work or services not interfering with, or precluding us from satisfying our obligations with respect to the completion of the Deliverables and performance of the Services under this Agreement. Independent Contractor. It is the intention of the parties, and the parties understand and agree, that the we are an independent contractor, and neither us nor any of our representatives is an employee, agent, joint 2 venturer or partner of you. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between us and you or any of your representatives, and neither party shall hold itself out as the agent, representative, or employee of the other nor contract or incur obligations in the name of the other. Materials Provided. You covenant, represent and w arrant that all content provided by you for inclusion in the Services (the “ Client Content ”) shall be your original works and shall not infringe any copyright, trademark, patent or other propriety right of a third party. Your Responsibilities. You covenan t and agree to: (i) provide any and all Client Content, instructions, approvals, or authorizations required in connection with the provision of the Services on the date which is the later of: (i) the date which was provided to you by us for the provision of t he same; (ii) five (5) days from our request for provision of the same; (ii) undertake your commercially reasonable best efforts to obtain any third - party consents, approvals, authorizations or services required to be obtained by you in connection with the Ser vices by the date which was provided to you by us for the provision of the same, provided that such date was provided at least twenty (20) days in advance; or otherwise in a prompt manner; and (iii) respond to our communications which require response by you wi thin two (2) business days. (each of the foregoing a “ Client Commitment ”) In the event that you fail to fulfill a Client Commitment, we reserve the right to adjust any timelines provided herein (including Meeting Times, Milestones, or the Project Schedule) or to adjust Fees to account for such delay, in addition to any remedies or rights that may be available to us pursuant to this Agreement or in accordance with applicable laws. Notwithstanding the foregoing, we reserve the right charge you an amount of up to $100 (the “ Late Fee ”) for each business day a Client Commitment is not fulfilled after the date on which it was to be fulfilled to account for the cost to us of such delay, i ncluding, but not limited to, opportunity costs for projects not undertaken by us during such time. You agree and acknowledge that the Late Fee is a reasonable pre - estimate of the damages which will be sustained by us for the delays to which the Late Fee r elates. Scheduling of Meetings. The provision of Services hereunder may require us to meet. We will use our best reasonable efforts to accommodate your schedule. However, once a meeting date, time, and location is set (a “ Meeting Time ”), we shall not be ob ligated to adjust the Meeting Time unless you provide at least fourty - eight hours’ notice of your desire to make such adjustment. In the event that you indicate your intention to adjust the Meeting Time within seventy - two hours of the same or do not attend at the Meeting Time, we reserve the right to charge a cancellation fee of up to $100 (the “ Cancellation Fee ”) and to adjust the Milestones, Payment Schedule and/or Project Schedule to accommodate for the delays occasioned by adjustment or non - attendance. You agree and acknowledge that the Cancellation Fee is a reasonable pre - estimate of the damages which will be sustained by us for a cancellation to which the Cancellation Fee relates. 3 Indemnification. Subject to the limitation of liability pr ovisions herein, the parties agree to indemnify and save one another harmless from and against any and all claims, actions, damages, cost and losses which a party suffers or incurs resulting from the breach of any of the other party’s obligations, covenant s, representations and warranties under this Agreement or in connection with the provision of the Services, including all costs and expenses, including legal fees and disbursements on a solicitor and client basis. Indemnification obligations shall survive any expiration or termination of this Agreement. NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPL IED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON - INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES AND PRODUCTS ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL LIABILITY AND INDEM NIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD - PARTY PROVIDING PRODUCTS OR SERVICES TO YOU. LIMITATION OF LIABILITY. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVEN T WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER , THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS HEREUNDER. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHE R AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW B. FEES AND PAYMENT FOR SERVICES Fees. In consideration of us providing the Services, you undertake to pay us the fees as set out in the Estimate (the “ Fees ”). Fees may be invoiced upon completion of Deliverables, Milestones, in accordance with the Payment Schedule (if any), or on a monthly ba sis. Deposit. Unless otherwise specified, you undertake to pay us 50% of the Fees as set out in the Estimate prior to us beginning to provide any Services hereunder. Method of Payment. Unless otherwise specified, all dollar amounts referred to in the Agreement are in Canadian dollars. Payment may be made by cheque, Visa, MasterCard, PayPal, e - mail money transfer, or bank transfers. Cash payments are not accepted. Expenses. You shall rei mburse us for the expenses outlined in the Estimate. We shall be responsible for all costs and expenses in excess of the agreed - upon expenses which are incurred with respect to the Services, unless you provide prior written approval for such additional exp enses. 4 Tax. Any tax or other governmental charges that apply to the Fees or otherwise to this Agreement are conclusively presumed to be included in our compensation, and accordingly, you shall not pay any amounts in addition to the Fees for a ny such tax or governmental charges. Such taxes or charges shall be exclusively the responsibility of Click Starr Marke ting Invoicing and Payment. We shall invoice you for the Fees upon the date on which such sums become payable for the Services owing and/o r expenses. All invoices shall be due and payable within fifteen (15) days of receipt thereof. Late Payments. We reserve the right to impose a charge of $25 per on any overdue Fees for each thirty (30) day period any portion of the Fees remain outstanding and you agree to pay the same to account for the costs to us related to such overdue Fees, including, but not limited to, the costs of collection of the same. Withholding for Late Payment. We reserve the right to withhold some or all of the Services or D eliverables until all Fees due and owing have been paid by you. Remittances . We shall have sole and exclusive responsibility for all statutory obligations resulting from this Agreement, including but not limited to any Canada Pension Plan contributions, e mployment insurance premiums, income tax, workers’ compensation assessments, employer health tax, vacation pay and statutory holiday pay. We shall indemnify and save you harmless of and from any and all claims, charges, costs, expenses and demands that may be made against you by any government authority for any statutory obligations whatsoever in connection with the Services and this Agreement. C. TERM AND TERMINATION Term. The term (the “ Term ”) of this Agreement shall commence on the date the Estimate is accepted by you (the “ Effective Date ”) and, unless modified by mutual written agreement by the parties or terminated pursuant to the terms of this Section C, will continue until (i) completion of the Services; or (ii) if the Estimate specifies a length of time during which the Services shall be provided (the “ Term Duration ”), at the conclusion of such Term Duration. Notwithstanding the foregoing, if the Estimate indicates that this Agreement wi ll automatically renew, then the Term of this Agreement shall be automatically renewed for successive Terms equal to the original Term Duration and Services will be provided to you on the same basis as they were during the Term Duration, unless you provide notice of your desire to terminate this Agreement at least thirty (30) days prior to the conclusion of the Term Duration or any renewal thereof, in which case, this Agreement shall terminate at the conclusion of such Term Duration or any renewal thereof. Termination. This Agreement may be terminated: a) by you if the we fail to perform any of our obligations, or there is a material breach by us of any of the provisions of this Agreement, and we fail to cure such default within five (5) days from receipt of notice of such default from you; b) by us if you fail to perform any of your obligations, or there is a material breach by you of any of the provisions of this Agreement, and you fail to cure such default within five (5) days from receipt of notice of such d efault from us; 5 c) subject to the conditions specified in the herein section entitled “Events on Termination”, for convenience by either party prior to the completion of the Services by either party giving thirty (30) days written notice; d) by either party upon the bankruptcy or insolvency of the other party (the “ Insolvent Party ”), or the filing against the Insolvent Party of a petition in bankruptcy, or the making of an assignment for the benefit of creditors by the Insolvent Party, or the appointment of a receiver or truste e for the Insolvent Party or for any assets of the Insolvent Party, or the institution by or against the Insolvent Party of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act (Canada) or otherwise; or e) by us if you fail to pay any amounts owing to us within 30 days after the date on which payment becomes due. Events on Termination. Upon expiration or termination of this Agreement: a) we shall advise you of the extent to which performance of the Services has been completed through to such date, and shall deliver to you the Deliverables then completed in the manner requested by the you; b) you shall pay to us any payment already due or acc rued for the completion or partial completion of the Services; c) the parties shall execute and deliver to one another a release of any and all claims or demands whatsoever; d) we shall promptly return to the Company all plans, documents, records, notes, paper s, computer disks or other material or information related to the Services which are your property or which relate to your business, as such business is conducted as of the Effective Date or as may be carried on by you in the future (the “ Business ”), in an y form whatsoever, including all Confidential Information (as hereinafter defined); and e) the provisions in this Agreement regarding indemnification, ownership of intellectual property, confidentiality, and non - solicitation shall continue in force following termination of this Agreement. D. CONFIDENTIAL INFORMATION AND NON - SOLICITATION Confidential Information. We acknowledge that in the course of providing the Services to you that we may acquire knowledge and/or information relating to the Business, financin g and operations of you or your customers, all of which is confidential to you (collectively, “ Confidential Information ”), including, without limitation, customer lists, employee lists, partnership lists, supplier contracts, customer contracts, pricing pol icies, patents, trade marks and other intellectual property, marketing or product knowledge, software, source code, technical information, user manuals and other information. We acknowledge that you own all right, title and interest in and to the Confident ial Information, and the we do not acquire any right whatsoever in the Confidential Information by virtue of this Agreement. We hereby covenant and agree to treat the Confidential Information in the strictest confidence, and agree not to disclose or permit disclosure of same to any third party either during or after the Term, and will not use the Confidential Information other than as is required to perform its duties hereunder. Notwithstanding the foregoing, nothing herein shall preclude us from disclosing Confidential Information if such disclosure: 6 (a) is or becomes known to the public generally through no wrongful act of us, our employees, agents or representatives; (b) is received by us from a third party who is not under an obligation of confidentiality to you; (c) is approved for release by you in writing; (d) is required to be provided pursuant to a subpoena, civil investigative demand or similar process; or (e) is made to a court of competent jurisdiction which is determining the rights of the parties under the Agreement. Non - Solicitation. In the course of the Term, the parties agree that they may gain knowledge of the employees, customers, and suppliers of the other party (the “ Protected Party ”) which could injure the Protected Party if made available to a competitor, or if used for competitive purposes. Accordingly, the parties hereby covenant and agree that th ey will not, during the Term of this Agreement and for a period of one (1) year after the effective termination, on its own behalf or on behalf of or in connection with any other party, directly or indirectly: (a) solicit, interfere with or endeavour to entic e away from the Protected Party any current or potential client, customer or supplier of the Protected Party or their business, or persuade or attempt to persuade same not to conduct business with the Protected Party; or (b) solicit, offer employment to, or e ndeavor to entice away from the Protected Party, or interfere in any way with the relations between, any person who was or is, a principal, agent, employee, consultant or independent contractor of the Protected Party or who resigns from employment with the Protected Party in order to accept an offer of employment from the other party. Remedies The parties acknowledge and agree that the foregoing restrictions are reasonable and properly required for the adequate protection of the business of the Protected Party, and in the event, that any time period or competition restriction contained in this A greement is deemed to be unreasonable by a court of competent jurisdiction, then the parties agree and submit to such reductions in time, area or scope or any combination thereof as that court shall deem reasonable. The parties acknowledge and agree that m onetary damages would not be a sufficient remedy for any breach or attempted breach of any of the confidentiality or non - solicitation covenants in this Agreement and any such violation may cause the affected party irreparable injury. Therefore, in addition and without prejudice to any and all other remedies available to the parties at law or in equity, the parties shall have the right to seek injunctive or other equitable relief without the necessity of proving actual damages, in addition to any other relie f to which it may be entitled. E. ASSIGNMENT OF WORK We agree to disclose promptly, fully and in confidence to you, any and all technical information, technical data, inventions, products, data, algorithms, designs, methods, know - how, processes, copyrights, patents, trade secrets, software, models, patterns, drawings, specifications, prototypes, discoveries, techniques, systems, works of authorship, ideas, improvements and concepts made, conceived or designed by us during the Term in the performance of the S ervices hereunder (collectively, the “ Works ”). Subject to the full payment of the Fees hereunder, all Works shall be your sole and 7 exclusive property. To confirm such ownership by you of the copyright in Canada and elsewhere in the world, we hereby sell and assign to you, the entire right, title and interest for Canada and all other countries in and to the copyright in and to the Works as well as the right to receive any copyright registrations for the Works. Subject to the payment of Fees he reunder, we hereby grant to you a non - exclusive, royalty - free, irrevocable, perpetual license to use any software (including object and source code), computer system designs, documentation, inventions (whether or not patentable or reduced to practice), dev elopments or like materials, trade secrets, data, processes, methods, improvements or enhancements that are our pre - existing property, or that are created by us other than in the course of delivering the Services (the “ Pre - Existing Works ”), which are inc luded in the Services. This license may be sublicensed or assigned to any licensee(s) or assignee of the respective Service or Deliverable. You hereby confirm that, subject to the license granted hereunder, that we shall retain the entire, right, title and interest for Canada and all other countries in and to the Pre - Existing Works and any intellectual property rights related thereto. Subject to the payment of Fees hereunder, in furtherance of the assignments of intellectual property provided hereunder, wh ich are effective as of the Effective Date, and at any time upon your request, and in the form and manner prescribed by it, we shall execute, without further consideration, all such documents as are necessary or desired by you to confirm the assignment of such intellectual property to you of any and all rights, title and interest (including all intellectual property rights) in and to all of the Works, throughout the world, including reversionary interests and rights of renewal in and to the copyright to the Works, including the right to create derivative works which modify or alter the Works, and all patent and design right to the Works, including the right to file patent applications. Subject to the payment of Fees hereunder, we hereby waive and agree to w aive our moral rights to the Works under applicable law, which are acknowledged to include the right to the integrity of the Works and the right to be associated with the Works as an author by name or under a pseudonym and the right to remain anonymous. We agree to enforce the moral rights as against others as directed by you and at your cost or the direction and cost of the successor - in - title of the copyright in the Works. We covenant, represent and warrant that the product of all the Works shall be our o riginal works and shall not infringe any copyright, trademark, patent or other propriety right of a third party. You hereby grant to us a non - exclusive, royalty - free, irrevocable, perpetual license to use the Services (including the Works and Client Content included therein), or a portion or portions thereof, for the purposes of marketing our products and services wh ich are generally available to the public from time to time. F. MISCELLANEOUS Enurement This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. Amendments This Agreement may be modified or amended only by a written agreement executed by both parties. Severability In the event that any provision in this Agreement shall be deemed invalid by a court of competent jurisdiction, the remaining provisions, or part s hereof, shall be and remain in full force and effect. 8 Entire Agreement This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior agreements, negotiations and discussio ns of the parties. There are no warranties, covenants, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. Amendment No amendment, supplement, modificati on or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any party, is binding unless executed in writing by all parties hereto. Interpretation Section numbers and headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of this Agreement shall be brought in the Courts of Ontario and the parties hereby submit to the exclusive jurisdiction thereof. Review of this A greement You acknowledge that you have (i) carefully read and understands this Agreement, (ii) has been advised to consult with independent counsel with respect to this Agreement and has either obtained such advice or chose not to do so, and (iii) entered into this Agreement of your own free will.