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2022-10-20_jennifer.simpson_The Key by Home Care Assistance Partner Agreement 9-30-22.docx
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AGENCY PARTNER SERVICE AGREEMENT This Agency Partner Service Agreement (this “Agreement”), is entered into and made effective as of September 23, 2022 (the “Effective Date”), by and between: BookJane Inc. A corporation having its head office at: 4950 Yonge Street, Suite 2208 North York, Ontario M2N 6K1 Canada (“BookJane”) - AND – Home Care Assistance Canada Inc. A corporation having its head office at: 212-2525 Old Bronte Rd. Oakville, Ontario L6M 4J2 Canada (“Agency Partner”) WHEREAS: BookJane has existing or prospective customer contracts for which BookJane may require support from the Agency Partner; and BookJane has an online platform to provide the Customer with support workers, specifically caregivers, as required; and Agency Partner has been identified by BookJane as a potential agency as it has certain staff and resources which may be required by such contracts; and Agency Partner may have existing contractual relationships with Customer; and The parties wish to set forth the terms and conditions upon which Agency Partner may provide staff and resources on behalf of BookJane; NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: DEFINITIONS The following capitalized terms will have the following definitions under this Agreement: “Actual Hours Worked” means the hours that BookJane will compensate Agency Partner for Services performed on a Scheduled Shift. Actual Hours Worked will be calculated based on Approved End Time less Approved Start Time less Unpaid Break Time. “Administrator” means a primary User (as defined below) of an Account (as defined below) with authority, granted by the Agency Partner, to designate additional Administrators and/or Users to access such Account and use the Service, subject to the terms and conditions of this Agreement. “Agency Partner Customer” means an existing customer of Agency Partner that can be evidenced through a written signed agreement between the Agency Partner and the customer. "Agency Partner Pay Rate” is as defined in Schedule D. “Agency Partner Customer Fee” means fees that Agency Partner would charge Agency Partner Customer for shifts that were booked through Applications. Fees would be calculated as Actual Hours Worked multiplied by Customer Hourly Rate plus all applicable taxes. “Applications” means BookJane’s iOS and Android applications that allow the Casual Staff to access and use the Service and/or, as applicable, BookJane’s web-based platform that allows the Agency Partner and Customers (as defined below) to access the Service (each an “Application”). “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Service and Care Services. “Approved End Time” means the time that Casual Staff completed a Scheduled Shift that has been approved by the Customer through the Application. “Approved Start Time” means the time that Casual Staff started a Scheduled Shift that has been approved by the Customer through the Application. “BookJane Technologies” means proprietary technologies that were developed by BookJane that are currently available for commercial use BookJane or by its Customers. “Care Services” means nursing, personal support, and other health-care related services that are provided by Casual Staff. Care Services can include Childcare Services, Senior Care Services and Other Services. “Casual Staff” means active employees or contractors of Agency Partner that are in good standing and have been assigned by Agency Partner and that are registered to use the Service through an Application. “Childcare Services” means Care Services where Customer has requested the services of a Registered Early Childhood Educator (“RECE”) or an Early Childhood Assistant (“ECA”). “Content” means the content on the Service, whether made available to the Agency Partner or provided by the Agency Partner, including, without limitation, all User Content (as defined below), information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement. “Contract” means BookJane’s contract with the Customer for which the Agency Partner may provide Care Services pursuant to Shift Requests issued under this Agreement. “Customer(s)” means customers of BookJane that use the Services to make a Shift Request. “Customer Hourly Rate” means the agreed hourly price that Customer has agreed to compensate BookJane for Care Services that are to be performed under a Shift Request. Customer Hourly Rates are as posted on Applications. “Customer Fee” means the total fees that the Customer has agreed to compensate BookJane for Care Services that are to be performed under a Shift Request which would be calculated as Actual Hours Worked multiplied by Customer Hourly Rate plus all applicable taxes. “Intellectual Property Rights” means worldwide, common law and statutory rights, laws of equity or any other governing form of law associated with (i) patentable inventions, patents and patent applications, divisions, continuations, renewals, reissuance and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations, “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”). “Jane Agreement” means the BookJane Jane Terms and Conditions that each Casual Staff must agree to prior to accessing and using the Service, as attached hereto in Schedule “C”. The Jane Agreement is incorporated by reference and hereinafter included in the definition of “Agreement”. “Login” means a unique login established by each (i) Administrator upon the approval and authorization of BookJane; and (ii) User upon the approval and authorization of an Administrator, for a specific Account, so that the User can access such Account and use the Service. “Other Direct Costs” means costs normally incurred in the operation of a business, such as postage, telephone and internet charges, office supplies and overhead. “Other Services” means Care Services where Customer has requested the services that are not Childcare Services or Senior Care Services. “Party or Parties” means the signatories to this Agreement when referred to, respectively, individually or collectively and more specifically, BookJane and Agency Partner. “Scheduled Shift” means a Shift Request from a Customer that has been accepted by Casual Staff through the Application. “Senior Care Services” means Care Services where Customer has requested the services of a Registered Nurse (“RN”), a Registered Practical Nurse (“RPN”), a Personal Support Worker (“PSW”), or a Health Care Aide (“HCA”). “Service” means the connection of (a) the Casual Staff (through an Application); and (b) the Customer (through the Application) so that the Customer can book the Casual Staff to provide Care Services. Service also includes the connection that allows Agency Partner to approve and block a Casual Staff’s ability to use the Application. “Shift Request” means a request by a Customer for Care Services that has been posted on the Application and is made available for Casual Staff to accept under the terms of this Agreement. “Scheduled Start Time” means the time that Care Services are to commence under a Shift Request or a Scheduled Shift. “Scheduled End Time” means the time that Care Services are to end under a Shift Request or a Scheduled Shift. “Unpaid Breaks” means a duration of time that a Customer will not pay for as Casual Staff is not performing the outlined services subject to Ministry of Labour requirements of each provincial jurisdiction. The default for Unpaid Break Time is half an hour after each five hours of services performed. Casual Staff are entitled to paid break times as required by the respective provincial Ministry of Labour. “User” means an Administrator(s) and other individual(s), approved and authorized by each Administrator to apply for, access and use an Account, through a Login, and use the Service on the Agency Partner’s behalf. “User Agreement” means the BookJane User Terms and Conditions that each User must agree to prior to accessing and using the Service, as attached hereto in Schedule “B”. The User Agreement is incorporated by reference and hereinafter included in the definition of “Agreement”. PRIVACY POLICY BookJane will collect some of the Agency Partner’s personal and/or business information to create an Account and grant each User a Login. All personal and/or business information collected, used or disclosed while using the Service is governed by Applicable Law and BookJane’s Privacy Policy (“Privacy Policy”, which is included in the definition of “Agreement”), which is attached hereto appended hereto as Schedule “A” and which each User will be required to agree to upon the creation of an Account and/or a Login, as the case may be. By using the Service, the Agency Partner agrees to BookJane’s use, collection and disclosure of personal and business identifiable information in accordance with the Privacy Policy. User Terms and Conditions. In order for an Administrator to register for an Account, the Administrator will be required to review and accept the User Agreement. This Agreement shall supersede and replace the User Terms and Conditions. THE SERVICE About the Service. The Service permits Customers to connect with and book Casual Staff to provide Care Services. The Service facilitates the connection of the Customers with the Casual Staff and assists in the booking and payment process. The Service will provide Agency Partner the ability to approve, block and view the activities of their Casual Staff on the Application. Agency Partner and its Casual Staff are independent third-party contractors that are engaged by BookJane and then subcontracted to the Customer through the Service to provide Care Services. For greater certainty, the Casual Staff are not employed by BookJane or any of BookJane’s affiliates. Use of the Service. Once an Administrator applies for and BookJane approves the set-up of an Account (as defined below) is created, a profile is created for the Agency Partner and each User, through their Login, may then use the Service as follows: (a) to review and approve a Casual Staff applicant for specific Care Services; (b) to block a Casual Staff from being able to view Shift Requests; and (c) to view available Shift Requests that are available to Casual Staff. The Casual Staff can view Shift Requests based on Care Services that Agency Partner has approved Casual Staff to be qualified to perform. Eligibility to Use the Service. To use the Service, each User must have continued access to the internet. The Agency Partner is responsible for obtaining the data network access necessary to use the Service. Each User’s mobile network’s data and messaging rates and fees may apply, and the Agency Partner is responsible for such rates and fees. BookJane Representations and Warranties. BookJane represents and warrants that (a) the Service provided for Agency Partner and its Casual Staff will (i) be consistent with this Agreement and any licenses provided and specified herein, and (ii) comply with Applicable Law; and (b) BookJane shall be liable for the acts and omissions of any of its Users, directors, officers, employees, independent contractors, representatives, agents and/or end users of the Service as if such act or omission were an act or omission of BookJane; (c) BookJane is the owner or authorized licensor of the Service; (d) the Application will function and perform in accordance with the terms and conditions of this Agreement documentation and any published specifications; (e) throughout the term of this Agreement, BookJane will maintain sufficient, qualified personnel necessary to perform the support and maintenance and other services in accordance with this Agreement, including the applicable service levels; Agency Partner Representations and Warranties. Agency Partner represents and warrants that (a) the Care Services will comply with all Applicable Law, including professional licensing requirements at all times; (b) the Care Services shall be provided in a professional and workmanlike manner and in accordance with the terms set out in this Agreement; (c) it shall be liable for the acts and omissions of any Casual Staff, as it relates to the Care Services, as if such act or omission were an act or omission of the Agency Partner; (d) the performance by Agency Partner of its obligations and the exercise by BookJane of its rights pursuant to this Agreement will not result in the breach of any intellectual property rights of any person; and (e) the Casual Staff will at all times hold the Casual Staff Credentials. USER ACCOUNTS, REGISTRATION DATA, VERIFYING INFORMATION, ACCOUNT SECURITY AND USER AGREEMENT User Accounts. Agency Partner must appoint an Administrator who shall apply for and register for an account (“Account”) and a Login for the Administrator. Once the Account and Administrator Login are approved and authorized by BookJane, the Administrator may then approve and authorize other Users to access such Account and use the Service through a Login. In order to establish an Account and/or Login, each User will be required to provide certain personal and/or business information, as set out in the Privacy Policy, this Agreement and on the Service. For greater certainty, the only personal information that shall be required by each User when registering for an Account and/or Login, shall be their first and last name and their geolocation. Registration Data. Upon registering for an Account and/or Login each User (a) must provide accurate, current and complete information as may be prompted through any registration forms on the Application (“Registration Data”); (b) must maintain the security of their Login; and (c) must maintain and promptly update the Registration Data, and any other information provided to the Service, and to keep it accurate, current and complete; and (d) shall accept all risk of unauthorized access to the Registration Data and any other information provided to the Service that is caused by the negligence, willful misconduct or omission of the Agency Partner. Verifying Information. In order to apply for and register for an Account and a Login, the Administrator and/or User will be required to submit additional information regarding the Agency Partner (“Verifying Information”), which may be accessed by Casual Staff applicants and/or other Users of the Service. Such information includes, but is not limited to, the name, phone number, and email address of the Agency Partner, and may also include, at the Agency Partner’s discretion, information regarding dress codes, policies and procedures, and other information. Upon submission of such Verifying Information, BookJane may indicate to the Casual Staff and the other Users that such Verifying Information was submitted. The Agency Partner hereby consents and permits BookJane to send, give and/or present such Verifying Information to Casual Staff and the other Users of the Service. The Agency Partner also consents to posting or having such information posted on the applicable Agency Partner’s profile that BookJane, Casual Staff and other Users will have access to and be able to view. Account Security. If an Account is established with BookJane and/or a Login is granted, access to an Account and/or a Login is not transferable. Each User may not allow other persons or entities to use an Account and/or their Login, and the Agency Partner agrees that the authorized User(s) is/are the sole authorized user(s) of each Account and Login. The Agency Partner agrees that it is responsible for any activity on any of its Accounts, whether or not the Agency Partner authorized that activity, except where attributable to BookJane’s breach of any of its obligations set out in this Agreement, or the negligence, willful misconduct, or fraud of BookJane. The Agency Partner agrees to immediately notify BookJane of any unauthorized use of any Account. Neither the Agency Partner nor any User shall impersonate any other person or entity while using the Service. BookJane will not be liable for any loss or damage from the Agency Partner’s failure to comply with this obligation. CASUAL STAFF CREDENTIALS AND AGENCY PARTNER RESPONSIBILITIES Casual Staff Credentials. With respect to Agency Partner’s provision of the Service, Casual Staff can only register for an account and be active to perform Care Services if they confirm that: they possess, have, and maintain all appropriate, up-to-date, valid and required licenses, credentials, approvals and authorizations (including, without limitation, if and as applicable, current registration with the applicable provincial licensing authority, diplomas and certificates, first aid and cardiopulmonary resuscitation (CPR) cards, food handling certificate, etc.) to work and render the specific Care Services each Casual Staff offers in Canada and in the province(s) in which they book jobs through the Service; they guarantee the legality or accuracy of any Casual Staff Verifying Information (as defined below) they shall only accept a booking and provide Care Services if and when medically fit and in good health to do so; they shall provide Care Services in accordance with all Applicable Laws; they shall comply with all rules, regulations, policies and procedures of BookJane and the Customer (that are provided to the Casual Staff in writing prior to commencement of a booking or at the start of a shift), as well as any verbal direction provided by the Customer during a shift; they shall provide Care Services in a timely, competent, professional and workmanlike manner; they shall (i) act faithfully and devote their attention, skills and ability to the performance of Care Services; (ii) use their best efforts to act in, promote and protect the best interests of the Customer and BookJane; (iii) not, during the term of any booking, engage in any work, enterprise or activity, which in the reasonable opinion of BookJane, is contrary to, detracts from, in conflict with or is not in the best interests of the Customer or BookJane; the performance of the Care Services will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which they are a party; they shall protect confidential information from unauthorized use and disclosure (under the similar terms and conditions as set forth herein); they have obtained and continue to obtain all of their government and BookJane required immunizations, including, without limitation, TB testing; they will not (i) engage in reckless behaviour while providing Care Services; (ii) provide Care Services while under the influence of alcohol or drugs; and/or (iii) take action that harms or threatens to harm the safety of anyone; they have never been convicted of and/or are not currently awaiting trial for any criminal offence, including but not limited to, an offence related to child pornography, sexual interference, theft, or any other offence that involves endangering the safety of others; and they are not, and have never been, a registered sex offender in any jurisdiction. they have all the qualifications as outlined in Schedule B based on the position type that they are providing Care Services under. (collectively, the “Casual Staff Credentials”). Agency Partner Responsibilities. Agency Partner agrees to keep the following information and documentation regarding the Casual Staff Credentials on file at all times that a Casual Staff is an active user of the Service during the Term, provided that it was supplied by the Casual Staff: professional credentials, including a copy of current registration with the applicable provincial licensing authority; current vulnerable sector police checks; medical clearance information (i.e. TB tests, flu shots); a minimum of two references; a current CPR certificate; and for cooks or kitchen workers, a food handling certificate; and other items as listed in Schedule B (collectively, the “Casual Staff Verifying Information”). All Casual Staff Verifying Information shall be maintained by Agency Partner and provided to BookJane within 24 hours after a request is made by a Customer. Agency Partner shall also ensure that all Casual Staff assigned to a Customer have received, read and understood the orientation package provided by the Customer, if any, prior to the start of their first shift at such Customer. Agency Partner shall, at its own expense if necessary, conduct an initial background check of each Casual Staff when they register on the Application, including a vulnerable sector search and any other searches required under the legislation that may govern a facility for which a Shift Request has been issued. These searches will remain up-to-date in accordance and compliance and comply with all applicable legislative requirements. Casual Staff Attendance at Customer’s Facilities. Agency Partner shall require that the Casual Staff: arrive on time for the commencement of a Scheduled Shift; report directly to the designated Supervisor at each Customer facility adhere to all of the Customer’s policies; adhere to the Customer’s dress code; and wear identification at all times while on duty at a Customer Facility. (collectively, the “Requirements”) Audit. BookJane reserves the right to audit the Agency Partner to ensure compliance with any and all of the warranties contained herein including but not limited to verifying the existence of the Casual Staff Verifying Information. BookJane will provide 7 days written notice to the Agency Partner and within 7 days the Agency Partner shall provide documentation to support the request by BookJane. Without limiting the foregoing, the Agency Partner shall provide copies of the Casual Staff Verifying Information to comply with the warranties contained herein in a form acceptable to BookJane. If the Agency Partner fails to comply then this Agreement shall be terminated for cause and the notice period for said cause shall be deemed to have begun on the date that BookJane requested support documentation for the audit as described herein. CASUAL STAFF TRAINING Casual Staff Required Training. Agency Partner shall ensure that all Casual Staff must have completed prerequisite training as outlined in Schedule C before Agency Partner can approve Casual Staff on the Application. Agency Partner must provide proof of training upon written request by BookJane. Agency Partner can provide required training through BookJane’s online modules at the rate of $100 per Casual Staff. Customer Required Training and / or Orientations. Certain Customers will require that Casual Staff complete Customer specific unpaid training and / or orientation prior to accepting a Shift Request. BookJane will provide written notification of such required training and / or orientation to Agency Partner on a Customer by Customer basis. WORK AUTHORIZATION. BookJane shall have no obligation to award any work or make a Shift Request exclusively available to Agency Partner or Casual Staff under this Agreement. However, should Agency Partner or Casual Staff accept a Shift Request on the Application, the parties agree that such work will be subject to the terms and conditions of this Agreement. The Agency Partner and Casual Staff shall, in accordance with the Shift Request issued by BookJane through the Application and agreed to by Agency Partner and Casual Staff, perform work assignments to provide expert Care Services. A Shift Request shall be considered in effect and duly authorized only upon written agreement of both parties even if that written agreement takes a digital form and may include acceptance by both Parties in digital form. SHIFT REQUEST. Each Shift Request shall provide, at a minimum, the following data: Service Position Customer name and location Scheduled Start Time Scheduled End Time Unpaid Break Time Duration of the Services All Shift Requests incorporate the terms and conditions of this Agreement, whether stated explicitly or not. In the event of conflict or inconsistency between a Shift Requests and this Agreement, the terms and conditions of this Agreement shall take precedence. Agency Partner or Casual Staff has the right to decline a Shift Request. FEES AND EXPENSES. Fees. As defined in Schedule D. Unpaid Breaks. Casual Staff is required to take a minimum unpaid break of 0.5 hour for every five hours of work. Customers may require a longer unpaid break time during a shift which will be detailed in a shift request. BookJane shall not compensate Agency Partner for unpaid break times. Statutory Holidays. All Shift Requests that are to be serviced on a statutory holiday will be compensated at a rate of one and a half times the regular rate. Travel. Hours expended for travel time are not reimbursable and shall not be billed unless otherwise expressly approved by BookJane in the Shift Request. Other Direct Costs. Agency Partner is not authorized to incur any Other Direct Costs and BookJane will not reimburse Agency Partner for any Other Direct Costs, including but not limited to, telephone calls, books, office supplies, postage, and shipping. If Other Direct Costs are specifically identified as reimbursable, in writing, in a Shift Request, BookJane will reimburse Agency Partner accordingly. Any such Other Direct Costs will be invoiced to BookJane at actual cost, without any markup or handling fees. Taxes. BookJane will pay or reimburse the Agency Partner for value added tax, GST, HST, sales and use or any similar direct transaction taxes imposed on the Care Services performed on a Shift Request provided such taxes are statutorily imposed either jointly or severally on BookJane. BookJane shall not pay or reimburse the Agency Partner for any direct or indirect taxes which are statutorily imposed on the Agency Partner, including but not limited to taxes imposed on the Agency Partner’s net or gross income, capital, net worth, property, or any employment related taxes on the Agency Partner or the Agency Partner’s employees, agents or subcontractors. If BookJane is required by law to make any deduction or to withhold from any sum payable hereunder, then the sum payable by BookJane shall be paid to the Agency Partner net of such legally required deduction or withholding. Any such taxes will be itemized separately in the Agency Partner’s invoices. INVOICING & PAYMENT TERMS. Invoicing Instructions. For Customers that are not Agency Partner Customers, Agency Partner shall submit an invoice on a bi-weekly basis for all Shift Requests that was completed during a two-week period ended on each second Sunday at 23:59 local time. Invoices shall be submitted by electronic mail to billing@bookjane.com. Such invoices shall be submitted within five (5) business days of the end of the period to which the Invoice applies. Invoice is to include a full list of all completed Shift Request during the invoice period and shall include the following details: Shift Number Name of Casual Staff Name of Customer Approved Start Time Approved End Time Unpaid Break Time Actual Hours Worked Agency Partner Pay Rate Invoice Approval. Invoices shall be approved only if charges are in accordance with a duly authorized Shift Request, the Agency Partner is performing the Care Services in accordance with Shift Request requirements. Payment Terms. BookJane shall pay Agency Partner within 30 days after a valid and approved invoice is received by BookJane. CANCELLATIONS OF SCHEDULED SHIFT AND FAILURE TO ARRIVE FOR CUSTOMERS THAT ARE NOT AGENCY PARTNER CUSTOMERS. Cancellation by Customer Prior to Commencement of Scheduled Shift (with penalty fees). Where a cancellation of a Scheduled Shift is made by a Customer within twelve (12) hours prior to the Scheduled Start Time, BookJane will compensate Agency Partner a Customer cancelation fee equivalent to three (3) hours of work done at the applicable Customer Hourly Rate less the Administration Fee plus the applicable taxes for the Scheduled Shift. Cancellation by Customer During First Two (2) Hours of a Scheduled Shift. If during a Scheduled Shift at a Customer, as booked through the Service, a Casual Staff fails to perform his/her duties in a satisfactory manner, is negligent or engages in misconduct, in Customer’s sole discretion, acting reasonably, and the Customer, within the first two (2) hours of such shift, elects, in its sole discretion to remove such Casual Staff from the premises of the Customer, BookJane shall not compensate Agency Partner any fees as it relates to such booking, provided the Customer provides BookJane and Agency Partner with written notification and explanation of such removal within twenty-four (24) hours of its occurrence. If no such written notice and explanation is received within such timeframe, then the Customer may be charged a penalty fee equivalent to all or a portion of the fees associated with such booking, with such determination to be made in the sole discretion of BookJane and assessed on a case-by-case basis. BookJane will compensate Agency Partner if a penalty fee is assessed at the Customer. Cancellation by Customer After First two (2) Hours of a Scheduled Shift. If during a shift at a Customer’s facility, as booked through the Service, a Casual Staff fails to perform his/her duties in a satisfactory manner, is negligent or engages in misconduct, and the Customer, after the first two (2) hours of such shift, elects, in its sole discretion to remove such Casual Staff from the premises of the Customer’s facility, the Customer may be charged a penalty fee equivalent to all or a portion of the fees associated with such booking, with such determination to be made in the sole discretion of BookJane and assessed on a case-by-case basis. BookJane will compensate Agency Partner if a penalty fee is assessed. Cancellation by Casual Staff Prior to Commencement of Scheduled Shift. Where a cancellation of a Scheduled Shift is made by a Casual Staff within twenty-four (24) hours of the Scheduled Start Time, BookJane will charge Agency Partner a penalty fee of $30 plus applicable taxes for each cancellation. Failure to Arrive at a Scheduled Shift. If a Casual Staff fails to arrive at a Scheduled Shift and does not cancel the Scheduled Shift through the Application prior to the Scheduled Start Time, Agency Partner will be charged for the full Customer Fee of the Scheduled Shift. CUSTOMER CONTRACTS AND INTERACTIONS. Customer. With the exception of Agency Partner Customers, BookJane owns all Customer relationships, contracts and intellectual properties. Customers, through executed Customer agreements with BookJane, have engaged BookJane to use the Service and to provide Care Services through the use of BookJane independent contractors. During the term of this Agreement and for months following termination of this Agreement, Agency Partner shall not, directly or indirectly, either as an organization, as an individual, as an employee or member of a partnership, or as an employee, officer, director or stockholder of any corporation, or in any other capacity, solicit or advise anyone else to solicit In addition, Agency Partner shall not directly or indirectly use or make available to any person, firm, or corporation the knowledge of the business of BookJane gained by Agency Partner during the term of this Agreement. New and Follow-On Business. If while delivering Care Services, the Agency Partner or its Casual Staff becomes aware of the existence of potential follow‐on work or additional opportunities specifically related to the Care Services, the Agency Partner will disclose such information to BookJane immediately and in writing. The Agency Partner shall not perform or agree to the performance of Care Services for a Customer that was not specified in a Shift Request. NON-SOLICITATION OF CASUAL STAFF If any Casual Staff is hired by a Customer that is not an Agency Partner Customer, within six (6) months after the last Scheduled Shift was completed by Casual Staff for that Customer, BookJane will pay a conversion fee to Agency Partner of $2,500 for a Casual Staff that was providing Senior Care Services and $1,500 for a Casual Staff that was providing Childcare Services or Other Services. The foregoing shall not apply to any Casual Staff who independently (without any encouragement by the Customer or BookJane) respond to general solicitations for employment (such as general newspaper advertisements and Internet postings) of BookJane or Customer that are not specially targeted at such Casual Staff. NON-EXCLUSIVITY. Nothing herein is intended or shall be construed as creating any exclusive arrangement between BookJane and Agency Partner. This Agreement shall not restrict BookJane from acquiring similar, equal or like services from other entities or sources. AGENCY PARTNER INSURANCE REQUIREMENTS Agency Partner Insurance. During the term of this Agreement, Agency Partner shall maintain insurance with responsible insurers against such risks and in such amounts that could reasonably be expected to be carried by such a service provider acting prudently. Without limiting the generality of the foregoing, Agency Partner shall obtain and maintain Comprehensive General Liability insurance with a limit of no less than (a) five million dollars ($5,000,000) per occurrence for bodily injury; (b) five million dollars ($5,000,000) in the aggregate for bodily injury; (c) five million dollars ($5,000,000) per occurrence for property damage; and (d) five million dollars ($5,000,000) in the aggregate for property damage. A certificate of insurance evidencing the above coverage will be provide annually to BookJane by Agency Partner, upon the BookJane’s written request. Agency Partner shall also maintain coverage under the applicable Workplace Safety & Insurance Board or workers’ compensation board, as required by the applicable provincial and/or federal legislative requirements in the province(s) in which Agency Partner operates. Agency Partner agrees to report all workplace related injuries related to the rendering of Care Services by the Casual Staff, reported in writing to Agency Partner by the Casual Staff, Customer, or BookJane, to the applicable workers’ compensation board, pursuant to the applicable provincial and/or federal legislative requirements. Additional insurance requirements may be requested by certain Customers. Agency Partner will only receive Shift Requests for these Customers if Agency Partner obtain the necessary additional insurance requirements. OWNERSHIP, COPYRIGHT AND TRADEMARKS User Content. Content provided by users of the Service (including, without limitation, the Agency Partner, Janes and Third-Party Users) is called “User Content”. User Content is the property of its respective owners (e.g. the user that inputted it). User Content on the Service may include posted information, images, reviews, communication between users, Verifying Information, Casual Staff Verifying Information and other data uploaded by a user to the Service. BookJane’s only right to use the Agency Partner’s User Content is the limited licenses granted to it in this Agreement. Those licenses are described in Section 18 of this Agreement. Copyright and Trademarks. Other than User Content, the Service and any other software used to create and operate the Service is the property of BookJane or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Service, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Agency Partner User Content. The Agency Partner’s User Content is the Agency Partner’s responsibility. BookJane has no responsibility or liability for it, or for any loss or damage User Content may cause to the Agency Partner or other people, except where attributable to the negligence, willful misconduct, or fraud of BookJane. Although BookJane has no obligation to do so, BookJane has the absolute discretion to remove, screen or edit, without notice, any User Content posted or stored on the Service, and BookJane may do this at any time and for any reason, provided that it is acting in good faith. The Agency Partner is solely responsible for maintaining copies of and replacing any User Content it posts or stores on the Service. The Agency Partner hereby acknowledges and agrees that BookJane does not accept or assume responsibility, nor shall the Agency Partner hold BookJane liable or responsible for the accuracy or reliability of any information provided by any user on or off the Service. User Content submitted to any public area of the Service will be considered non-confidential. BookJane Technologies and Telecommunication Systems. BookJane is the owner of the Application and any technologies that Agency Partner deploys under Section 17. BookJane is also the owner of all telecommunications systems used in the support of Customer and Casual Staff general inquiries, including phone numbers, emails, and client relationship management tools. Marketing using the BookJane trademarks and name. The Agency Partner is not authorized to use any of the BookJane trademarks, logos, names, etc. BookJane may grant a limited license or use to the Agency Partner to use the name, logo and other trademarks of BookJane for marketing purposes. Such license or use shall be requested and granted in writing only. Such use shall be limited to and not exceed the authority granted by BookJane in the written authorization and shall not extend to other trademarks, copyrights or other intellectual property that is the sole property of BookJane. Such license or grant requires the prior written approval of BookJane and such use shall only be for marketing purposes. All Agency Partner marketing Copyright Infringement. If the Agency Partner believes that its copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Service, the Agency Partner may notify BookJane at info@bookjane.com. While BookJane takes no responsibility for any user who breaches the Agency Partner’s copyright or other intellectual property rights, BookJane may, in its sole discretion and without liability, undertake to attempt to contact the infringer on the Agency Partner’s behalf and/or cancel the infringer’s account. LICENSE TO USE THE SERVICE, LICENSE RESTRICTIONS AND RESTRICTED ACTIVITIES License. BookJane grants to the Agency Partner a revocable, non-exclusive, non-sublicensable license to use and access the Service, to view the Content and use of BookJane Technologies (the “License”). License Restrictions and Restricted Activities. Other than as expressly permitted in this Agreement, the Service, the Content and the License are subject to the following restrictions and Account terms: The Service, BookJane Technologies and each Account are for the Agency Partner’s use only. The Agency Partner may not resell, lease or provide it in any other way to anyone else, except as permitted through the Service. The Agency Partner may not make or distribute copies of the Service or the BookJane Technologies. The Agency Partner may not alter, merge or translate the Service or the BookJane Technologies, or decompile, reverse engineer, disassemble, or otherwise reduce the Service or the BookJane Technologies to a human-perceivable form. The Agency Partner may not modify, reproduce or create derivative works based on the Service, the BookJane Technologies and/or the Content. The Agency Partner may not use the Service or the BookJane Technologies for any application deployment or ultimate production purpose. The Agency Partner may not use the Service or the BookJane Technologies to develop any application, offering or service having the same or similar primary function as the Service or the BookJane Technologies. The Agency Partner may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content. The Agency Partner may not otherwise use the Service, the BookJane Technologies or the Content other than for its intended purpose. The Agency Partner may not (i) impersonate any person or entity; (ii) stalk, threaten, or otherwise harass any person or entity; and/or (iii) carry any weapons. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the License granted in this Section, the Agreement and any Account and/or Login with BookJane. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License in this Section is revocable by BookJane at any time. The Agency Partner’s use of the Service, the BookJane Technologies and the Content must not infringe or violate the rights of any other party (including, without limitation, any patent, trademark, trade secret, copyright or other intellectual or proprietary rights), breach any contract or legal duty the Agency Partner has to any other parties or violate any applicable law. The Agency Partner may not act or provide in any manner and/or post, upload to, transmit, distribute, store, create or otherwise publish through the Service or the BookJane Technologies any message, data, information, text, music, sound, photos, graphics, code or other material, that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of BookJane. The Agency Partner may not (i) index, scrape “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Service; and/or (ii) link directly or indirectly to any other websites, applications or services. The Agency Partner may not transfer or sell any Account, Login, password and/or identification to any other party. The Agency Partner must comply with and abide by the User Content Guidelines (as defined below). LIMITED LICENSE OF THE AGENCY PARTNER’S USER CONTENT TO BOOKJANE License to BookJane. BookJane does not claim any ownership interest in the Agency Partner’s User Content, but BookJane does need the right to use the Agency Partner’s User Content to the extent necessary to operate and provide the Service, now and in the future. For example, if Agency Partner creates an Account on the Application, BookJane needs a license to display that User Content on the Service, and BookJane needs the right to sublicense that User Content to other users of the Service so that they can view that User Content. Therefore, by posting or distributing the Agency Partner’s User Content to or through the Service, the Agency Partner (a) grants BookJane and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, and otherwise use any and all of the Agency Partner’s User Content for any purpose and in the manner in and for the purposes which the Service from time to time use such User Content; and (b) represent and warrant that (i) the Agency Partner owns and control all of the rights in and to its User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Service; and (ii) the use and posting or other transmission of such User Content does not violate this Agreement (including the restrictions described Section 20.3). Sublicense to Others. If the Agency Partner’s User Content is intended for the use of other users of the Service, the Agency Partner also grants BookJane and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such users for their use in connection with their use of the Service, as described in this Section. Non-Exclusivity of Licenses. These licenses from the Agency Partner as granted in this Section are non-exclusive because the Agency Partner has the right to use its User Content elsewhere. They are royalty-free because BookJane is not required to pay the Agency Partner for the use of its User Content on the Service and they are transferable because BookJane needs the right to transfer these licenses to any successor operator of the Service. BookJane’s rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Service does this to the Agency Partner’s User Content when it processes it for use in the Service. USER CONTENT GUIDELINES User Content Guidelines. The Agency Partner agrees not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following (“User Content Guidelines”): content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law; content that is intended to advertise the services of another person or entity; private information of any third-party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third-party has expressly consented to such use; viruses, corrupted data or other harmful, disruptive or destructive files; and/or content that is unrelated to the Service. Reviews. Reviews on the Service are the sole, subjective opinion of the users who post them. BookJane does not endorse any of the reviews posted on the Service and reserves the right to review and/or delete a review for any reason, including, but not limited to, a contravention of this Section. If the Agency Partner believes that a review was written in a manner that contravenes this Agreement, the Agency Partner may request a removal of such review through the Service or by emailing info@bookjane.com. Contravention of this Section. Any use of the Service or portions of the Service in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of the Agency Partner’s rights to use the Service. SECURITY OF THE SERVICE Security of the Service. To ensure reliability and to protect the Service, Content and User Content, BookJane uses high grade hosting services and security technologies that it believes will provide the Customer, Agency Partner and Casual Staff with a secure and safe environment. For example, all Content and information on the Service is encrypted using SSL certificates. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, internet service providers, and other service providers cannot be assured. When the Agency Partner uses the Service, it accepts these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability. THIRD-PARTY SOFTWARE AND/OR OPEN SOURCE SOFTWARE, THIRD-PARTY SERVICE PROVIDERS, THIRD-PARTY PARTNERS, INDEPENDENT CONTRACTORS AND LINKED SITES Third-Party Software and/or Open Source Software. The Service may contain and/or may connect to third-party software and/or open source software, which may be subject to third-party licenses and require notices and/or additional terms and conditions (“Third-Party Licenses”). These Third-Party Licenses are made a part of and incorporated into this Agreement. By accepting the terms and conditions of this Agreement, the Agency Partner is also accepting the Third-Party Licenses, if any. The Agency Partner and BookJane hereby agrees that nothing in the Third-Party Licenses shall, in any way, alter this Agreement or the Agency Partner’s or BookJane’s obligations hereunder. Third-Party Service Providers. In the course of using an Account with BookJane and/or using the Service, the Agency Partner may be required or by the Agency Partner’s actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, payment processors, credit card companies and banks. The Agency Partner agrees that nothing in those agreements shall, in any way, alter the terms and conditions of this Agreement or the Agency Partner’s obligations hereunder. Third-Party Partners and Independent Contractors. BookJane may hire or engage one or more third-party partners to perform any or all of its obligations under this Agreement. BookJane operates the Service in conjunction with its independent contractors. BookJane’s independent contractors and third-party partners may have access to the Agency Partner’s personal and/or business information in providing services to BookJane, and/or providing the Agency Partner with access to the Service. BookJane may use a variety of third-party service providers, independent contractors, employees and servers in locations both inside and outside of Canada, which may make the Agency Partner’s personal and/or business information the subject of foreign laws and foreign legal proceedings. For greater certainty, no such information will be disclosed in connection with foreign legal proceedings or otherwise unless BookJane or its independent contractors or third party providers are required by law to do so, and prior to any required disclosure, BookJane will provide notice to Agency Partner unless it is prohibited by law from doing so. BookJane shall remain responsible for all independent contractors and third party providers, and shall require all such third party partners to agree in writing to comply with all of its obligations set out in this Agreement. Linked Sites. Whether or not BookJane is affiliated with websites or third-party vendors that may be linked to the Service, BookJane is not responsible for their content (the “Linked Sites”). The Linked Sites are for the Agency Partner’s convenience only and the Agency Partner may access them at its own risk. BookJane and other users of the Service may provide links and references to material on other websites or applications not owned or operated by BookJane. Links found on the Service are not an endorsement and BookJane does not represent or warrant the accuracy or truth of the contents of information found on said websites. The Agency Partner may access those links and corresponding sites at its own risk. CONFLICT OF INTEREST. Agency Partner represents that its execution and performance of this Agreement does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Agency Partner is bound. Agency Partner shall not accept any Shift Request from BookJane or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Agency Partner or which is detrimental to BookJane’s business interests. TERM. Term. Unless otherwise terminated as provided herein, the term of this Agency Partner Agreement shall start on the Effective Date and end three (3) years thereafter (the “Initial Term”). Should a Shift Request be authorized during the term of this Agreement, which provides for completion subsequent to the end date of this Agreement, then the Shift Request shall be additionally construed as a written modification of this Agreement, which extends the end date of this Agreement to coincide with the Shift Request completion date. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term“). Termination. Termination for Convenience. Either party may terminate this Agreement at any time by providing no less than ninety (90) days written notice to the other party. Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within ten (10) business days after being given notice of the breach from the non-breaching party. In addition, BookJane may, without affecting its or Agency Partners’ other remedies, terminate this Agreement immediately, upon written notice to Agency Partner, if Agency Partner i) jeopardizes the health and safety of its Customers; or ii) abandons the provision of Service to be provided pursuant to this Agreement. Insolvency. Either party may terminate this Agreement, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due. SUBCONTRACTING Agency Partner may not subcontract, either in whole or in part, Care Services authorized by a Shift Request without prior written consent of BookJane. If BookJane consents to subcontracting of any portion of the work to be performed under a Shift Request, the Agency Partner must first obtain, from each subcontractor, a written agreement that is the same as, or comparable to, the following Sections of this Agreement: Customer Interactions, Exclusivity, Intellectual Property Rights, Confidentiality, Conflict of Interest, Subcontracting, Warranties, Indemnification, Limitation of Liability, Insurance and any other flow-down provisions contained in the applicable Shift Request. COMMUNICATIONS AND USER SUBMISSIONS BookJane Communications. By creating an Account and/or Login, the Agency Partner agrees to receive certain communications from BookJane. For example, the Agency Partner will receive notifications, BookJane’s newsletter and/or other promotional emails. The Agency Partner can opt-out of non-essential communications. Notices that BookJane gives the Agency Partner (other than notice of amendment of this Agreement, which is discussed below) may be provided in any of the following ways. First, BookJane may email the Agency Partner at the contact information provided in the Registration Data or this Agreement. Second, BookJane may post a notice to the Agency Partner on the Application. When BookJane posts notices on the Application, it posts them in the area that is suitable to the notice. It is the Agency Partner’s responsibility to periodically review the Application for notices. Communication Channels. The Service may provide communication channels such as forums, communities or chat areas (“Communication Channels”) designed to enable the Agency Partner to communicate with Casual Staff, BookJane and/or Customers. BookJane is under no obligation to monitor these Communication Channels but may do so and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. BookJane may also terminate or suspend the Agency Partner’s or a Casual Staff access to any Communication Channels at any time, without notice, for any reason. The Agency Partner acknowledges that chats, postings, or materials posted by users of the Service on the Communication Channels are neither endorsed nor controlled by BookJane, and these communications shall not be considered reviewed or approved by BookJane. The Agency Partner will be solely responsible for its activities within the Communication Channels and under no circumstances will BookJane be liable for any activity within the Communication Channels. The Agency Partner agrees that all of its communications within the Communication Channels are public, and the Agency Partner should have no expectation of privacy regarding its use of the Communication Channels. BookJane is not responsible for information that the Agency Partner chooses to share on the Communication Channels, or for the actions of other users of the Service. User Submissions. Subject to the Privacy Policy, the Agency Partner acknowledges that BookJane is free to use, reproduce, modify, disclose, transmit or post any communications, whether verbal or in writing, including data, information, ideas, inventions, concepts, techniques, know-how evaluations, questions, comments, suggestions, or similar, transmitted by the Agency Partner or Casual Staff to BookJane (“User Submissions”), for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information, without acknowledgement or compensation to the Agency Partner, and the Agency Partner waives any claim of ownership or compensation or other rights it may have in relation to the User Submissions. BookJane actively reviews User Submissions for new ideas. If the Agency Partner wishes to preserve any interest the Agency Partner might have in its User Submissions, the Agency Partner should not share them with BookJane, through the Service or otherwise. INDEMNIFICATION. shall defend, indemnify, protect and hold harmless and each of their officers, employees and agents from and against any and all losses, demands, attorneys’ fees, expenses, costs, damages, judgments, liabilities, causes of action, obligations or suits resulting from (1) any negligent act or omission or willful misconduct of its personnel or approved subcontractors, (2) the breach of any provision of this Agreement by or its personnel or any approved subcontractors, or (3) any claim that Intellectual Property provided by the under this Agreement infringes or misappropriates any third party Intellectual Property Right. LIMITATION OF LIABILITY. EXCEPT AS SET OTHERWISE SPECIFICALLY PROVIDED UNDER THIS AGREEMENT, IN NO EVENT WILL BOOKJANE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO AGENCY PARTNER’S OBLIGATION UNDER THE INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS. CONFIDENTIALITY. General Rule and Definition. A party (the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”) in connection with this Agreement. “Confidential Information” means secret or confidential information which is not generally known to the public and may include but is not limited to (unless otherwise indicated in this Agreement): information, in whatever form communicated by the Disclosing Party to the Receiving Party or anyone acting on the Receiving Party’s behalf, whether orally, in writing, electronically, in computer readable form or otherwise, or that is gathered by inspection by, the Receiving Party, whether provided before or after the Effective Date; computer software, web or mobile applications and platforms, including but not limited to the Applications and the Service; all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any confidential information of the Disclosing Party regardless of the identity of the person preparing the same; the terms of this Agreement; and the fact that information has been disclosed or made available to the Receiving Party. Exclusions. Confidential Information does not include the following information: (a) information that is known to the Receiving Party at the time of disclosure as evidenced by any written documents in the possession of the recipient, unless the Disclosing Party specifically indicates that such information is deemed Confidential Information for the purposes of this Agreement; (b) information that is available to the general public at the time of disclosure to the Receiving Party or is subsequently made available to the general public, without restrictions as to its use or disclosure, without fault of the Receiving Party; (c) information that is disclosed to the Receiving Party by another person or entity having the right to disclose or publicize it; (d) information that is intentionally distributed without restrictions as to confidentiality by the Disclosing Party. In addition, each party may disclose Confidential Information to the extent that the Receiving Party is compelled, pursuant to Canadian law, to disclose it, provided that a party being compelled to disclose shall provide the other party with prompt notice (to the extent permitted by law) in order to allow such party to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and shall co-operate with such party and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the party being compelled to disclose will only disclose that portion of the Confidential Information it is legally compelled to disclose, only to such person or persons to which such party is legally compelled to disclose, and shall provide notice to each such recipient that such Confidential Information is confidential and subject to non-disclosure on terms and conditions substantially similar to and not materially less protective than those in this Agreement, and, if possible, shall obtain each recipient’s written agreement to receive and use such Confidential Information subject to such terms and conditions. Notwithstanding the foregoing, this Section 28.2 does not apply to any Registration Data, Verifying Information, User Content, content disseminated through Communication Channels and/or User Submissions, which shall at all times be Confidential Information. Non-Disclosure. Each party agrees to use the Confidential Information of the other party solely for the purpose of performing its obligations or exercising its rights under this Agreement, and will disclose such Confidential Information only to those of its own representatives who have a need to know the information in connection therewith, and who are under an enforceable legal obligation to keep same confidential and subject to comparable restrictions as apply to the Receiving Party under this Agreement, and shall take appropriate action to ensure their compliance with such obligation. Each party’s efforts to maintain the confidentiality of information under this Agreement, including the measures taken, will not be less than those which the party takes to prevent disclosure of its own proprietary information of like significance and in no event less than a reasonable standard of care. With the exception of any disclosure permitted by the foregoing, each party agrees not to sell, license, transfer, publish, disclose, display, make available to others, the Confidential Information of the other party. In the event of a loss of any item containing Confidential Information of the Disclosing Party, or other instance as a result of which the unauthorized disclosure of Confidential Information is suspected (or ought reasonably to be suspected) to have occurred, the Receiving Party agrees to promptly notify the Disclosing Party in writing upon discovery of such loss. Equitable Relief. Each party acknowledges that it would be damaging to the other party if Confidential Information of the Disclosing Party which the Receiving Party has or will come into its possession or knowledge in connection with the Agreement or the performance of the Agreement is used other than as authorized under this Agreement or is disclosed to third parties. It is understood that such damages may be difficult to calculate, that monetary damages alone may not be a sufficient remedy for any breach of the confidentiality obligations contained in this Section 28 and that such breach will cause irreparable damage to a party. It is hereby agreed that upon any such breach, or threatened breach, by the other party, the non- breaching party wishing to protect its Confidential Information will be entitled to seek and obtain equitable relief, including injunctive relief and specific performance, or any other relief as may be granted by any court, without the necessity of proving actual damages or posting of security or a bond. Destruction. Each party, upon the request of the other party or within thirty (30) days after termination of this Agreement (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the other party or destroy such copies as directed by that party and certify their destruction, other than copies of Confidential Information that such party is required to retain in order to comply with Applicable Laws, or the directions or policies of any regulatory authority or funding authority with whom the Agency Partner has entered into a service or funding agreement, in which case such Confidential Information shall continue to be subject to the provisions of this Section 28 for the applicable time period as is required under the Applicable Laws. Once permitted to destroy such Confidential Information, the applicable party shall do so in accordance with this Section. Privacy. Agency Partner acknowledges and agrees that while performing its duties and obligations in connection with this Agreement, it may have access to, and may be entrusted with personally identifiable information about a resident of a Customer’s facility, which includes but is not limited to personal health information (“Personal Information”). Agency Partner shall ensure that Personal Information is: (a) kept in strict confidence; (b) not transported, accessed, used, dealt with, exploited or disclosed for any purpose other than for the purpose of providing the Care Services, pursuant to this Agreement; (c) not disclosed to any person other than employees, contractors, agents and/or third parties responsible for such matters and is only disclosed or shared with such employees, contractors, agents and/or third parties as strictly necessary for Agency Partner to provide the Care Service; (d) safeguarded against theft, damage, access, collection, or use by unauthorized persons, and against unauthorized copying, disclosure, or modification, using reasonable administrative, technical, and physical security measures in accordance with current industry standards; (e) kept separate from all its other records and databases; (f) not disclosed under any non-Canadian law, rule order, or document and Agency Partner shall immediately notify the BookJane if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Personal Information; and (g) not disclosed or transferred outside of Canada. Agency Partner shall require and obtain, upon the reasonable written request of BookJane, from any of its Casual Staff, employees or agents who are involved directly or indirectly in the provision of services under this Agreement, such undertakings and agreements as may be necessary to ensure that the obligations set forth in this Section are fulfilled. Agency Partner shall promptly notify BookJane in writing (a) upon learning of any breach of security or privacy or attempted breach that could have an impact on the Personal Information including, without limitation, upon learning of the theft, loss, or unauthorized access, use, modification, disclosure, or destruction of Personal Information; or (b) if it is given notice of a complaint or investigation involving Personal Information. Agency Partner shall provide reasonable co-operation and assistance to BookJane in connection with (a) any action that BookJane deems necessary, acting reasonably, to respond to a breach of security or privacy impacting Personal Information; and (b) responding to any complaints or inquiries involving Personal Information or investigations connected therewith. This provision shall survive the cancellation, termination, or expiration of this Agreement. Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage of any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality or privacy contained in this Section 28. Publicity. Neither party will issue any press release or other public statement disclosing the existence of this Agreement or any other information relating to this Agreement, the other party, or the transactions contemplated hereby, without the prior written consent of the other party. Notwithstanding this provision, upon written approval and consent from the Agency Partner, BookJane shall be permitted to use the Agency Partner’s trademarks on its website solely for the purpose of indicating that the Agency Partner is a partner of BookJane. GENERAL. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement shall be treated, in all respects, as an Ontario contract. Survival. When any Account is terminated, any User Content uploaded to the Service may remain on the Service. The license the Agency Partner granted to BookJane in Section 18 therefore survives the termination of this Agreement. In addition, BookJane may retain an archival copy of any User Content after termination, and the Agency Partner therefore hereby grants BookJane a non-exclusive, perpetual, irrevocable license to maintain such archival copy for its internal business purposes, provided that the information set out in such archival copy shall remain subject to the provisions of Section 28. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation, Sections 16, 17, 18, 23, 26, 27, 28, 29 and any representations or warranties made by the Agency Partner and BookJane in this Agreement shall remain binding and shall also survive indefinitely. Dispute Resolution. This Section 29.3 sets out the process (the “Dispute Resolution Process”) for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement (“Disputes”). Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a “Dispute Notice”) to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute. All Disputes that are not resolved within thirty (30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Disputes will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts Notwithstanding anything contained in the Agreement to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief. Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which the Customer or BookJane is required to perform under this Agreement (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Customer or BookJane, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters, provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes are mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to be beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Agreement would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available. Non-Solicitation of Personnel. Subject to Section 13, during the Term and for a period of one (1) year following termination of this Agreement for any reason, neither party may, directly or indirectly, (a) solicit for employment any employee or independent contractor of the other party who was materially involved in the performance of this Agreement; or (b) induce or attempt to induce any employee or independent contractor of the other party who was materially involved in the performance of this Agreement to leave his or her employ or contract, as applicable, with such other party. The foregoing will not prevent either party from hiring any employee or independent contractor who responds to a job posting or advertisement that is not specifically targeted at such employee or independent contractor. Independent Contractor. Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Agency Partner, Casual Staff and/or any Agency Partner employee(s) and BookJane. BookJane and Agency Partner agree that Agency Partner is, and at all times during this Agreement shall remain, an independent contractor. The Agency Partner shall at all times be responsible for all Agency Partner’s employee, Casual Staff, agents, and subcontractor’s actions, shall be responsible for any applicable taxes or insurance, and shall comply with any applicable public laws or regulations. Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to Canadian (CAD) currency. Notices. Unless otherwise specified in this Agreement, any notice required or permitted to be given to any party shall be in writing and shall be delivered personally, or sent by prepaid registered post, express courier, e-mail, or facsimile to the appropriate address or facsimile number set out below: If to BookJane, to: BookJane Inc. 4950 Yonge Street, Suite 2208 North York, Ontario M2N 6K1 Attention: Thang Trinh (thang@bookjane.com) and if to the Agency Partner, to: Home Care Assistance Canada Inc. 212-2525 Old Bronte Rd. Oakville, Ontario L6M 4J2 Canada Attn: Timothy Thomas (tt@thekey.com) Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a business day and the communication is so delivered, faxed or sent before 5:00 p.m. (Toronto time) on such day, or in the case of e-mail, upon confirmation of receipt. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following business day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth business day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt. Each party may change its particulars respecting notice by issuing notice to the other party in the manner described in this Section 29.8. Amendment. No amendment to this Agreement shall be effective unless made in writing and signed by the parties. Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. Either party may assign this Agreement with the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever. Waiver. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach. Fully Negotiated Agreement. The Agency Partner and BookJane acknowledge and agree that all of the provisions of this Agreement have been fully negotiated, that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party. Definitions and Section Headings. Singular terms shall be construed as plural, and vice versa, where the context requires. Section headings are a matter of convenience and shall not be considered part of this Agreement. Language. The parties have required that this Agreement and all deeds, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by facsimile or other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party. IN WITNESS WHEREOF, this Agency Partner Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the Effective Date. BookJane Inc. Per: Name: Title: Home Care Assistance Canada Inc. Per: Name: Title: Schedule ‘A’ https://www.bookjane.com/privacy Schedule ‘B’ CARE SERVICES QUALIFICATIONS AND CERTIFICATIONS 1TB chest x-ray needs to be done within the last 4 months 2In all bookings, homes must accept a nursing student working as a PSW. We must get consent from the DOC under section 47.3 (c) of the LTCHA. Schedule ‘B’ (cont’d) CARE SERVICES QUALIFICATIONS AND CERTIFICATIONS 1TB chest x-ray needs to be done within the last 4 months Schedule ‘B’ (cont’d) CARE SERVICES QUALIFICATIONS AND CERTIFICATIONS 1TB chest x-ray needs to be done within the last 4 months Schedule ‘B’ (cont’d) CARE SERVICES QUALIFICATIONS AND CERTIFICATIONS Schedule ‘B’ (cont’d) CARE SERVICES QUALIFICATIONS AND CERTIFICATIONS Schedule ‘C’ CASUAL STAFF PREREQUISITE TRAINING Senior Care Services. Casual Staff approved on the Application to provide Senior Care Services must have completed the following training prior to being approved on the Application: Confidentiality and PHIPA Residents’ Bill of Rights Abuse and Neglect Responsive Behaviours Infection Prevention and Control Least Restraints Continence Pleasurable Dining & Hydration Emergency Codes Palliative Care – End of Life Care Person-Centered Care Falls Prevention Skin and Wound Care Occupational Health and Safety Medication Management (RPN Only) Child Care Services. Casual Staff approved on the Application to provide Child Care Services must have completed the following training prior to being approved on the Application: Introduction to How Does Learning Happen & Assessment of Quality Improvement Child Care Early Years Act Illness & Accident Regulations Anaphylactic policies Emergency preparedness Child ratio Supervision/sleep policies Program requirements Prohibited practices Behaviour guidance strategies Transitions Other Services. Casual Staff approved on the Application to provide Other Care Services must have completed the following training prior to being approved on the Application: Occupational Health & Safety Act Personal Safety Fire Safety Codes Emergency Preparedness Material Safety Data Sheets Workplace Hazards Infection Control & Prevention Muscoskeletal disorders Slips, Trips & Falls Workplace Hazardous Materials Information System (WHMIS) WHMIS Symbols Global Harmonized System Material Safety Data Sheets Violence in the Workplace Know the Codes Fire Safety Emergency Preparedness Schedule ‘D’ RATES Fees on BookJane Customers. BookJane shall compensate the Agency Partner in accordance with the completion of a Scheduled Shift based on the Agency Partner Pay Rate applied against the Customer Fee. For further clarity, BookJane will apply the above Agency Partner Pay Rate against its gross customer rates below. For example, if the hourly charge rate by BookJane to the Customer is $40 (forty) dollars per hour (i.e. PSW shift below) , the Agency Partner Pay Rate would be $34 ($40 x 0.85). Personal Support Worker (PSW) | Nursing Students Working as Personal Support Workers2 Degree or Certificate (Recognized in Ontario/Canada) | Ontario issued PSW Certificate from an accredited PSW program | Letter of standing or transcript of first or second year completed from the college. Letter of registration is not acceptable Professional Registration | None | None First Aid / CPR (from WSIB approved list of vendors) | Standard First Aid & CPR Level C | Standard First Aid & BLS Provider. If they have only BLS Provider ask them for Standard First Aid card as well CPR (from WSIB approved list of vendors) | Level C or HCP | Level C or HCP Food Handlers Certificate | Not Required | Not Required Smart Serve Certificate | Not Required | Not Required WHMIS | Not Required | Not Required Background Check Type | VSC for employment - generic for "PSW". Must be obtained within the last 12 months. | VSC for employment. Must be obtained within the last 12 months Declaration Form | NA | NA Immunization: | Yes - all immunizations | Yes - all immunizations 2 step TB Test1 | Yes - plus annual 1 step renewal - after 2 step expires. Two step valid for 2 years | Yes - plus annual 1 step renewal MMR | Yes | Yes Tetanus | Yes - valid for 10 years | Yes - valid for 10 years Hep B | Yes | Yes Varicella | Yes | Yes Flu Shot | Yes - annual | Yes - annual COVID-19 | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; Government ID | Yes | Yes Reference Check | 2 References | 2 References Registered Nurse/Registered Practical Nurse (RN/RPN) | Companion Care/Health Care Aide (HCA) Degree or Certificate (Recognized in Ontario/Canada) | RN/RPN Certification from a recognized college or university | Health Care Aide Certificate, Home Support Worker Level II or III, Foreign Trained Nurse. Professional Registration | Registered with the CNO or Provincial Registry in Good Standing | None First Aid / CPR (from WSIB approved list of vendors) | Standard First Aid & BLS Provider. If they have only BLS Provider ask them for Standard First Aid card as well | Standard First Aid & CPR Level C CPR (from WSIB approved list of vendors) | Level C or HCP | Level C or HCP Food Handlers Certificate | Not Required | Not Required Smart Serve Certificate | Not Required | Not Required WHMIS | Not Required | Yes Background Check Type | VSC - generic for "RPN/RN". Must be obtained within the last 12 months. | VSC Employment Declaration Form | NA | NA Immunization: | Yes - all immunizations | Yes - all immunizations 2 step TB Test1 | Yes - plus annual 1 step renewal | Yes - plus annual 1 step renewal MMR | Yes | Yes Tetanus | Yes - valid for 10 years | Yes - valid for 10 years Hep B | Yes | Yes Varicella | Yes | Yes Flu Shot | Yes - annual | Yes - annual COVID-19 | Agency Partner must validate that each Casual Staff has provided one of the following: 1) Provide proof of vaccination of each dose; or | Agency Partner must validate that each Casual Staff has provided one of the following: 1) Provide proof of vaccination of each dose; or 2) Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; | 2) Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; Government ID | Yes | Yes Reference Check | 2 References | 2 References Registered Early Educator (RECE) | Early Childhood Assistant (ECA) Degree or Certificate (Recognized in Ontario/Canada) | Graduation from a diploma or degree program, in or related to early childhood education, that is approved be the College, this can include OCAAT | Completion of an early childhood education assistant certificate program OR post-secondary courses in early childhood education may be required and OR experience in child care is require Professional Registration | Registered with CECE in Good Standing | None First Aid / CPR (from WSIB approved list of vendors) | Standard First Aid & CPR Level C | Standard First Aid & CPR Level C Food Handlers Certificate | Not Required | Not Required Smart Serve Certificate | Not Required | Not Required WHMIS | Not Required | Not Required Background Check Type | VSC Employment - must be obtained with in last 6 months. Must have BookJane Stamp on the back. Valid for 3 years. | VSC Employment - must be obtained with in last 6 months. Must have BookJane Stamp on the back. Valid for 3 years. Declaration Form | Every year until VSC is expired | Every year until VSC is expired Immunization: | Yes - all immunizations | Yes - all immunizations 2 step TB Test1 | Within 6 months of applying to BookJane | Within 6 months of applying to BookJane MMR | Yes | Yes Tetanus | Yes - valid for 10 years | Yes - valid for 10 years Hep B | Yes | Yes Varicella | Yes | Yes Flu Shot | Yes - annual | Yes - annual COVID-19 | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; Government ID | Yes | Yes Reference Check | 2 References | 2 References Housekeeping | Cook Experience | Previous experience in cleaning/laundry in long term care is desirable | Has experience preparing large quantities of food, preferably in a health care or retirement setting Professional Registration | None | None First Aid / CPR (from WSIB approved list of vendors) | Not Required | Not Required CPR (from WSIB approved list of vendors) | Not Required | Not Required Food Handlers Certificate | Not Required | Yes Smart Serve Certificate | Not Required | Not Required WHMIS | Not Required | Not Required Background Check Type | VSC for employment. Must be obtained within the last 12 months | Standard criminal Background Check. Must be obtained within the last 12 months Declaration Form | NA | NA Immunization: | Not Required | Not Required 2 step TB Test MMR Tetanus Hep B Varicella Flu Shot COVID-19 | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; Government ID | Yes | Yes Reference Check | 2 References | 2 References Server | Dishwasher Experience | Work experience as a server in a retirement home, long term care home or service industry | Work experience as a dishwasher, including experience in using related equipment Professional Registration | None | None First Aid / CPR (from WSIB approved list of vendors) | Not Required | Not Required CPR (from WSIB approved list of vendors) | Nice to have | Not Required Food Handlers Certificate | Yes | Not Required Smart Serve Certificate | Yes | Not Required WHMIS | Nice to have | Not Required Background Check Type | Standard criminal Background Check. Must be obtained within the last 12 months | Standard criminal Background Check. Must be obtained within the last 12 months Declaration Form | NA | NA Immunization: | Yes - for Senior home | Not Required 2 step TB Test | Yes - for Senior home MMR Tetanus Hep B Varicella Flu Shot COVID-19 | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; | Agency Partner must validate that each Casual Staff has provided one of the following: Provide proof of vaccination of each dose; or Provide a documented medical reason for not being vaccinated as defined by the Ministry of Health; Government ID | Yes | Yes Reference Check | 2 References | 2 References Monthly Hours | Agency Partner Pay Rate 0 – 1,000 hours | 85.0% 1,001 – 2,000 hours | 87.5% 2,001+ hours | 90.0% Positions | Max Charge Rate Companion PSW 1:1 PSW Shift RPN RN RN - Critical Care Screener | up to $26 up to $35 up to $40 up to $65 up to $90 up to $110 up to $26 Housekeeping Dishwasher Server Asst Cook | up to $26 up to $24 up to $26 up to $26 RECE ECA | up to $29 up to $25