Terms and Conditions

Terms and Conditions

This Terms of Service (this “Agreement”, “Terms”) is between PHYXTER CORP (“we”, “us”, “System”, “Platform” or “PHYXTER CORP”) and the person (“you”, “User” or “Customer”) using our services (“Services”). We provide you with access to our System that helps you create websites, manage their content and customization as well as hosting services and domains. Listed below are the terms and conditions of using our System. They are necessary in order to maintain good practice and protect us and yourselves.

1. Creating an account

To enter the System, you need to provide a name, email and a password and to agree to the terms and conditions listed below and Privacy Policy. You will be given a unique PHYXTER CORP URL for each of the websites you create. It is your responsibility and yours only to keep and maintain the safety of your account and password. If the information given by you is untrue, wrongful or in violation of our terms, we can suspend or terminate your account. The email used for the registration of the account is considered as the owner of the account and has the right to request assistance from us regarding the account. You are solely responsible for the activities from your account, the maintenance, and confidentiality of the credentials to access that account.

You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.

2. Your Content

2.1. You are responsible for any content that is in your websites such as images, videos, audio files, design elements, logos, fonts, texts and more. We are not responsible for any of your content. We are also not responsible for the content that has been lost because of the use of PHYXTER CORP, it is your obligation to keep safe and back-up regularly your content. We do not monitor what content has been used in a website and we are not to be held responsible for anyone breaking the terms and conditions, but we have the right to delete such harmful content or even terminate accounts if so.

2.2. You own all intellectual property associated with your accounts such as images, videos, audio files, design elements, logos, fonts, texts and any other materials and files created by you and existing on your website. You hereby grant PHYXTER CORP the non-exclusive, royalty-free, unalterable, interchangeable rights to your website content in order for Us to provide you with PHYXTER CORP’s Services.

2.3. We may choose to highlight or feature your website on our website for marketing or promotional purposes. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Sites, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of PHYXTER CORP marketing and promotional activities. For example, we may feature Your Sites on our Themes page, on the Customers sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting us at info@phyxter.ai. This Section does not affect any rights you may have under applicable data protection laws.

3. Your Obligations

3.1. You certify and warrant that you are at least 16 years of age. People under the age of 16 are not permitted to use our services.

3.2. To keep your PHYXTER CORP account login information safe

3.3. To provide us with up to date, accurate and valid personal information at all times.

3.4. You own the rights to any content uploaded by you on your website, including images, videos, audio files, design elements, logos, fonts, texts and anything that you do have the rights to use.

3.5. The content materials cannot be used in an unlawful or harmful way.

3.6. You must notify us immediately if you become aware of any unauthorized use of your account.

3.7. Your content must not be illegal, unlawful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person's legal rights.

3.8. You may not send unsolicited messages (SPAM) or any unethical advertising of such sort that is considered as “spam” or harmful in any way.

3.9. You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programs that may interrupt, destroy, or limit the functions and services of PHYXTER CORP.

3.10. You may not upload content that contains scam.

3.11. You may not try to hack, break or override the functions and stability of PHYXTER CORP or try to exploit the System in any way.

3.12. You may not use the System to create any scam websites and promotions with misleading content that can harm or scam visitors.

3.13. You may not use PHYXTER CORP for distributing, storing or, in any way, using the System for pornographic or adult content and services.

 3.14. You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.

3.15. You can’t in any way try to harm the reputation of PHYXTER CORP and their partners by leaving harmful comments, untrue and misleading information about the product or any sort of intentional damage to the reputation of PHYXTER CORP.

3.16. You acknowledge and agree that If you are reasonably found guilty of violating of any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that have already been paid for. You may also be forbidden from having an account in the System.

4. Third-Party Services

Our Services are integrated with various Third-Party services (“Third-Party Services”) for specific purposes that you may interact while using PHYXTER CORP. Example for such services is the Payment Processor used to collect the payments for your subscriptions. These Third-Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third-Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law). \

5. User Content

The sites created using PHYXTER CORP may contain user content that is in violation of the permitted usage of the platform (“3. Your Obligations”). We do not endorse or support such content. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, and your computer or network, from User Content, accessed via the Services. Any such content detected or reported to us will be removed as a violation of the allowed usage of the Services.

6. What we provide and our rights

PHYXTER CORP provides a website building system, templates (themes), website hosting from third party company and domain registration from third party company. The images used for the creation of the mock-up themes are released under Creative Commons CC0 (https://creativecommons.org/publicdomain/zero/1.0/deed.en). PHYXTER CORP does not hold any rights to images used for the creation of the themes.

We have the right to change parts or all of the services and functionalities at any given time, to remove or suspend parts or all of the services and functionalities, we have the right to suspend and terminate access of your Account to parts or all of the services and change the eligibility criteria of using the Services.

HTTPS certificates are issued to any correctly connected domain to a website on PHYXTER CORP. You do not have an option to disable the HTTPS certificates, they are assigned automatically to any new domains connected to PHYXTER CORP.

7. Trial Subscription

PHYXTER CORP provides a 14-day trial to all newly created websites and you can use the services according to the Agreement for the period of those 14 days. Upon completion of those 14 days, the website will become non-active (expired) until the User subscribes for the paid PHYXTER CORP services. Trial period is permitted for you, the User, to be able to test and create a website to your likes before committing a paid subscription. PHYXTER CORP has the right to terminate or cancel trial subscriptions at any time for many reasons. We can delete the content of any trial or expired website without notice. We are not in any way to be held responsible for any deleted content from a website build on PHYXTER CORP.

8. Service Fees

8.1. Service fees are applicable upon signing for the paid services of PHYXTER CORP that can be monthly or yearly.

8.2. All Fees are in USD and are exclusive of all taxes and you are responsible for payment thereof. PHYXTER CORP is not liable for any taxes or fees related to commercial products.

8.3. The payment for the applicable fee is in advance of your subscription period according to the Agreement.

8.4. You can upgrade or downgrade at any time. If upgrading, you will be charged the difference between the two subscription plans for the extra services. Downgrade refunds are applicable only for yearly subscriptions, up to 14 days after the subscription is made. There are NO refunds for monthly downgrades. If downgrading from a yearly subscription, a calculated amount will be refunded to you according to the actual service fees of the two subscription services. Downgrading may cause a loss of information and services due to the difference between the plans.

8.5. Refunds are allowed only for yearly subscriptions and up to 14 days after the subscription is made. If such refund is issued by the User, he will be refunded the full amount he has paid. The refund amount might be subject to transfer taxes that will be for the cost of the User and will be transferred to the card used for paying the initial subscription cost. Refunds are NOT applicable for “Combo Deals” or “Exclusive Deals” (Custom design and development).

8.6. If a custom domain is claimed with a yearly subscription and the Customer cancels their services in the 14-day refund period, the full amount of the domain will be deducted of the refunded amount.

8.7. At the end of a contract term, the services will be automatically renewed for the same period of time until EXPLICITLY canceled by the User. Cancellation must be made via the System and at least 24 hours prior to the end of the contract period. To cancel your services or the automatic renew please do that by going to Dashboard -> Billing and select the desired option there.

8.8. If you purchase PHYXTER CORP subscription services, you agree to PHYXTER CORP and third-party services to use and store your credit/debit card information. You authorize us to charge you for any PHYXTER CORP Services that you may purchase, and any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorize us to continue billing you and you will remain responsible for any uncollected Fees.

8.9. You are responsible for the fair usage of your website and you can be charged for abnormal server or traffic usage on our unlimited subscription plans. You will be charged for the resources used by your website.

8.10. Chargebacks - If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. We reserve our right to dispute any Chargeback.

9. Service Cancellation

Failure to comply with any of PHYXTER CORP’s terms or pay due fees you entitle PHYXTER CORP to cancel or suspend your account services and website. You can cancel your services at any time, no questions asked. We are not in any way held responsible for any damages and losses due to the cancellation of services.

10. Termination

We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.

You can terminate your services at any time without a cause according to the cancellation procedures.

If the Agreement terms are evaluated it may result in penalties or immediate termination of services without payment refund in any way.

Upon termination, PHYXTER CORP has the right to delete all files, data or information associated with the terminated account.

11. Domains

With subscribing for yearly subscriptions, you have the right to claim a free custom domain (only for the first year of annual subscription). All domains are brought to you by third-party companies partnering with us to provide such service, in this case, Namecheap, Inc. By claiming a domain, you are agreeing with the domain register company’s terms and conditions (https://www.namecheap.com/legal/) and our participation in the purchasing of the domain.

If you issue a refund and claimed a free custom domain, you will be charged the fee for the specific domain purchase. The fee will be taken from the refund sum. Transferring domain might be subject to further fees from the third-party domain provider.

You are the legal and rightful owner of the registered domain. Your domain registration will be automatically renewed with each yearly payment according to our price plan unless canceled from the admin panel or by contacting a support representative of PHYXTER CORP.

Once a register of a domain is made, it is final and there cannot be a refund or change of domains.

12. WARRANTY AND DISCLAIMER

PHYXTER CORP shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by PHYXTER CORP or by third-party providers, or because of other causes beyond PHYXTER CORP’s reasonable control, but PHYXTER CORP shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, PHYXTER CORP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PHYXTER CORP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. INDEMNITY

To the fullest extent permitted by law, you agree to indemnify and hold harmless PHYXTER CORP and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your e-commerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your e-commerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which PHYXTER CORP may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

14. LIMITATION OF LIABILITY

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will PHYXTER CORP and its affiliates and its and their directors, officers, employees, and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your e-commerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.

You acknowledge and agree that these limitations of liability are agreed on allocations of risk constituting in part the consideration for PHYXTER CORP’s services to you, and such limitations will apply even if PHYXTER CORP has been advised of the possibility of such liabilities.

15. Modifications

Modifications of the Service. PHYXTER CORP may make modifications and changes on the existing services or components and will use reasonable efforts to notify all its Customers about those changes. The changes are effective upon the date of the change. PHYXTER CORP shall not be liable for modifications and actions of third-party services.

Modifications to the Agreement and the Fees may occur. You will be notified prior to those changes being applied to your account. If you refuse or fail to pay such fees, we will cancel your subscription.

16. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with PHYXTER CORP’s prior written consent. PHYXTER CORP may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind PHYXTER CORP in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the Canadian laws without regard to its conflict of laws provisions.

17. Website Builder Affiliate Terms and Conditions

17.1. General

These Terms and Conditions (the "Affiliate Agreement") govern the Affiliate Program that is made available by Phyxter Corp ("website.phyxter.ai", "we" or "us"). These Terms and Conditions represent the whole agreement and understanding between Phyxter Corp and the individual or entity who participates in the Affiliate Program (the "Affiliate", or "you").

Please read this agreement carefully as it represents a legally binding agreement between you and Phyxter Corp. By submitting your application and by your use of the Affiliate Program, you agree to comply with all of the terms and conditions set out in this Affiliate Agreement. Phyxter Corp may terminate your Affiliate Account at any time, with or without notice, for conduct that is in breach of this Affiliate Agreement, for conduct that Phyxter Corp believes is harmful to its business, or for conduct where the use of the Affiliate Program is harmful to any other party.

17.2. Referral Tracking

Phyxter Corp will provide the Affiliate with specific Referral Links to link advertisements and other marketing content to Phyxter Corp. Phyxter Corp will track users who have visited these Referral Links using cookies which expire after 90 days. Only users who make a purchase while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Dashboard.

The Affiliate is not authorized to modify or alter the Referral Links or the cookies in any way. Phyxter Corp is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.

17.3. Website Builder Subscription Affiliate Fees and Payouts

A referral will become eligible for payout ("Eligible Referral") at the end of the next calendar month if it meets all of these criteria:

The referral makes a purchase of a new Premium Plan subscription with a term that is one year or longer and has paid in full.

The referral's account remains active and in good standing.

The referral's account has not had any of its payments refunded, charged back or otherwise reversed.

All web page error requests (such as 403 errors or 404 errors) will direct traffic to a default Phyxter Corp error page. This error page informs visitors that the web page they are looking for cannot be found, and may include, but without limitation to, the following:

Links to additional products and services offered by Phyxter Corp.

Advertisements for products and services offered by third-parties.

An internet search engine interface.

Failure to meet any of these criteria will permanently void the referral and disqualify the referral from any potential payouts.

The Affiliate is entitled to receive a 20% referral fee in United States Dollars for each active Eligible Referral that is recorded in the Affiliate Dashboard ("Affiliate Fee"). Affiliate Fees will be payable only when the Affiliate has at least $100 that are pending payout.

All Affiliate Fee payments will be payable in United States Dollars only, except as otherwise determined by Phyxter Corp in its sole discretion. Payment will be made through PayPal against a valid invoice issued by the Affiliate using the invoice generation and submission tool located in the Affiliate Dashboard. The Affiliate is responsible for providing Phyxter Corp with the full and accurate details that are required to remit the Affiliate Fees and is solely responsible for any delays in payment resulting from its failure to do so.

Referrals will become void, and any unpaid Affiliate Fees will be forfeited, after 12 calendar months.

In the event of any activity deemed suspicious by Phyxter Corp, Phyxter Corp may delay the payment of Affiliate Fees by up to 6 calendar months to verify the relevant transactions. Phyxter Corp reserves the right to recalculate, void, or disqualify any referrals or Affiliate Fees in the event of any fraudulent, deceptive or otherwise illegal activity.

Referrals for purchases made through Phyxter Corp promotional or special offers are not eligible for a payout.

17.4. Advertisements

Phyxter Corp hereby grants the Affiliate a non-exclusive, non-transferable, limited license to use the Phyxter Corp logos for the sole purpose of promoting our service within the context of the Affiliate Program. This license will expire upon termination of the Affiliate's participation in the Affiliate Program.

The Affiliate may only display advertisements that contain Phyxter Corp's logos or service marks in good taste. The Affiliate may not use Phyxter Corp's logos or service marks in a manner that, in Phyxter Corp's sole discretion, portrays Phyxter Corp in a negative light.

The Affiliate will be solely responsible for its own marketing activities. All marketing activities must be professional and in full compliance with all applicable laws.

Phyxter Corp may, without prior notice, require the Affiliate to remove or modify any advertisements in Phyxter Corp's sole discretion.

17.5. Termination

The Affiliate may terminate the Affiliate's participation in the Affiliate Program with immediate effect by giving the other party a written notice of termination.

Phyxter Corp reserves the right to terminate the Affiliate's participation in the Affiliate Program at any time for conduct that is in material breach of this Affiliate Agreement or for conduct that Phyxter Corp, in its sole discretion, deems to be harmful to its business or any third party.

Upon termination, the Affiliate will lose access to its Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Fees.

17.6. Relationship of Parties

Phyxter Corp and the Affiliate are independent contractors. Nothing in this Affiliate Agreement will create any partnership, employment, representative, agency, or joint venture relationship between the parties. The Affiliate has no authority to act on Phyxter Corp's behalf.

17.7. Limitation of Liability

The Affiliate Program is provided on an "as is" and "as available" basis and the use of the Affiliate Program is at the Affiliate's own risk. Phyxter Corp makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program.

Phyxter Corp is not responsible for any damages, injury or economic loss arising from the use of the Affiliate Program. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.

The Affiliate will indemnify and hold harmless Phyxter Corp, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's or any third party's operations or use of the Affiliate Program.

17.8. Modification

Phyxter Corp may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement to this web address: https://websites.phyxter.ai. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Program remains in compliance with this Affiliate Agreement.

If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Program will constitute binding acceptance of such modifications.

17.9. Miscellaneous

The Affiliate warrants and represents that it is over the age of 19 and is qualified to enter into this Affiliate Agreement.

The Affiliate warrants and represents that its actions and its participation in the Affiliate Program are in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. Phyxter Corp reserves the right to terminate the Affiliate's participation in the Affiliate Program if Phyxter Corp determines, in its sole discretion, that the Affiliate's actions or its participation in the Affiliate Program are in violation of any laws, rules, regulations, or any requirements of governmental authority.

This Affiliate Agreement constitutes the entire understanding between Phyxter Corp and the Affiliate. This Affiliate Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Agreement.

Any dispute arising in relation to this Affiliate Agreement shall be exclusively resolved in the Courts of the Province of Ontario, Canada.

17.10 No Relation to the Phyxter Pay-It-Forward Program

The Phyxter website builder affiliate program is completely separate and is in no way associated with the Phyxter Pay-It-Forward program which has its own terms and conditions. For more information on the Pay-It-Forward program please visit https://phyxter.ai/pif. 

18. Pay-It-Forward Affiliate Program 

As an authorized affiliate (Affiliate) of Phyxter Corp (Pay-It-Forward Program), you agree to abide by the terms and conditions contained in this Agreement (Agreement). Please read the entire Agreement carefully before registering and promoting the Phyxter mobile app as an Affiliate.

Your participation in the Pay-It-Forward Program is solely to legally advertise our mobile application to receive a commission on home service transactions purchased by individuals referred to the Phyxter mobile app by your own website or personal referrals. 

By signing up for the Pay-It-Forward Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.

18.1. Approval or Rejection of the Application 

We reserve the right to approve or reject ANY Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application. 

18.2. Commissions 

Commissions will be paid within one month of the end of each calendar quarter and only if the Affiliate Account has a balance over $500 USD. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 37 days. 

You cannot refer yourself, and you will not receive a commission on your own accounts.

Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.

18.3. Termination

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

• Inappropriate advertisements (false claims, misleading hyperlinks, etc.). 
• Spamming (mass email, mass newsgroup posting, etc.).
• Advertising on sites containing or promoting illegal activities.
• Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
• Violation of intellectual property rights. Phyxter Corp reserves the right to require license agreements from those who employ trademarks of Phyxter mobile app in order to protect our intellectual property rights.
• Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with the Phyxter mobile app, however, is acceptable.
• Self referrals, fraudulent transactions, suspected Affiliate fraud.

In addition to the foregoing, Phyxter Corp reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason. 

18.4. Affiliate Links

You may use graphic and text links both on your website and within in your email messages. You may also advertise the Phyxter mobile app site in online and offline classified ads, magazines, and newspapers.

You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined in Condition 3.

18.5. Coupon and Deal Sites

Phyxter Corp occasionally offers coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon: 

• Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
• Affiliates may not bid on Phyxter Corp Coupons, Phyxter Corp Discounts or other phrases implying coupons are available.
• Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
• User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
• Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.

18.6. Pay Per Click (PPC) Policy

PPC bidding is NOT allowed without prior written permission.

18.7. Liability

Phyxter Corp will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s) or mobile app(s).

We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by Phyxter Corp. We make no claim that the operation of the Program and/or our website(s) or mobile app(s) will be error-free and we will not be liable for any interruptions or errors.

18.8. Term of the Agreement

The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated.

The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.

18.9. Indemnification 

Affiliate shall indemnify and hold harmless Phyxter Corp and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Phyxter Corp to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.

18.10. Governing Law, Jurisdiction, and Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the provincial courts located in Toronto, Ontario.

In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.

18.11. Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Pay-It-Forward affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Pay-It-Forward application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.

The website operated at https://phyxter.ai and such other locations as made available from time to time (collectively, the "Website") and the Phyxter Mobile Applications (the "App") and the services offered therefrom (collectively, the "Service") are operated by Phyxter Inc. and its corporate affiliates (collectively, "us", "we" or the "Phyxter Companies").

These terms of service set forth the general terms and conditions of your use of the Website, the App and our Services and are in addition to (not in lieu of) any other terms of use posted on https://phyxter.ai, in connection with the App, and linked from our Terms and Conditions page at https://phyxter.ai/terms-and-conditions, which together constitute the entire Agreement (the "Agreement") between us and you ("you"). By accessing or using the Service, you (together with all persons accessing or using the Service, collectively, the "Users") signify that you have read, understand and agree to be bound by this Agreement in all respects with respect to the Website, the App, our provision of the Service, and your use of them.

YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT (I.E., IF YOU ARE A MINOR).

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.

19.1. About the Service. The Service enables Users who are seeking help ("Requesting Users") with various services, including those around the home to connect through the Website or App with third party service professionals (the "Home Service Professionals") who would like to complete the task (the "Home Service") for the Requesting User. The Service provides a platform that connects Requesting Users and Home Service Professionals only. We do not provide or perform Home Services. We are not responsible for the performance of Home Services, nor do we have control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the identification, request, or provision of Home Services related, directly or indirectly, to our Service. You must become a registered User by creating a User Account (as defined below) to request assistance and connect with Home Service Professional. You may access the Service from a computer or mobile device.

a.  Requesting Home Services. A User may use the Service to post a request to have a particular Home Service provided (a "Request"). Such Requests must be clearly worded, correctly provide for the relevant category of service, and be a fair and accurate description of the work to be done. When making a request, the Requesting User is solely responsible for confirming the accuracy of all information provided, including, the work requested to be done and the location at which the Requesting User will require such Home Services (the "Premises"). Each Request is limited to one discrete Home Service to be provided by one or more Home Service Professionals. If a User wishes to obtain help with more than one Home Service, the User must make a separate Request for each Home Service requested. As a Requesting User, by confirming your Request, you understand and agree that you have made an offer, for which a Home Service Professional has the power to accept or reject in his or her sole discretion. Once you have confirmed your Request, you may cancel the job ("Job") without incurring a fee only before such time that the Home Service Professional has departed his or her current location for the Premises. You further acknowledge and understand that the first Home Service Professional who accepts your Request for a Home Service on the terms of your Request may be the Home Service Professional to perform the Home Service. You understand that once a Home Service Professional accepts your Request, we will notify you with information about the Home Service Professional, which may include the Home Service Professional's name, photo, company name, customer service rating, and estimated time of arrival. You will also be able to contact the Home Service Professional by telephone or text message for the sole purpose of communication related to the Home Service Request. 

b. Your Responsibilities. By making a Request, you represent and warrant that you have the right to grant the Home Service Professional access to the at the Premises to perform the Home Services, will be present at the Premises or will have a representative who is 18 years old or older present at the Premises at all times while the Home Service is being performed.

c. Timing and The Home Service Professional. There are two timelines available to Requesting Users: (i) "On-Demand", and (ii) "Scheduled". We will take reasonable efforts, but are under no obligation, to connect you with a Home Service Professional who is available to provide the Home Services provided in your Request, subject to your location, the Home Service requested, the availability of Home Service Professionals willing to accept the Home Service Requested by you, and other conditions beyond our control. We do not guarantee that your Request will be accepted within the timeline prescribed for the respective service category, or at all. Any references within the Service to a Home Service Professional being rated, verified, vetted, licensed (where applicable), qualified, or similar language only indicates that the Home Service Professional has completed the relevant registration process and does not endorse, certify, or guarantee any User or their identity, trustworthiness, suitability, or ability to provide the Home Service. When interacting with other Users, including Home Service Professionals, you should exercise due diligence, caution and common sense to protect your personal safety and property. NEITHER THE PHYXTER COMPANIES NOR OUR AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE THE PHYXTER COMPANIES AND OUR AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT. THE PHYXTER COMPANIES AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

d. Cancelling Home Services. A Requesting User may cancel a Request without penalty before receiving a notification that a Home Service Professional has Accepted the Request. Any cancellation by a Requesting User or Home Service Professional for any reason whatsoever, must comply with the Guidelines. Any cancellation made in violation of the Guidelines will incur late fees, and or penalties, as provided herein or as we determine, in our sole discretion. All cancellation fees will be provided in the Guidelines (https://help.phyxter.ai). We reserve the right to change, modify, increase, or decrease the amount and terms of the cancellation fees in our discretion from time to time. If we choose to do so, we will notify you by posting the update to the Website.

1. Cancelling On Demand Jobs. A Requesting User may cancel and will not be charged a cancellation fee for cancellation before the Home Service Professional departs his or her location for the Premises or if the Home Service Professional does not arrive at the Premises within the time period prescribed for the Job. A Requesting User may cancel but will be charged a cancellation fee for cancellation after the Home Service Professional has departed for the Premises. A Requesting User may not cancel a Job once the Home Service Professional has arrived at the Premises and notified the Requesting User of his or her arrival.
2. Cancelling Scheduled Jobs. A Requesting User may cancel and will not be charged a cancellation fee for cancellation made before four hours prior to the start of the appointment window or if the Home Service Professional does not arrive at the Premises within the time period prescribed for the Job. A Requesting User may cancel and be charged a cancellation fee for cancellation made after four hours prior to the start of the appointment window. A Requesting User may not cancel a Job once the Home Service Professional has arrived at the Premises and notified the Requesting User of his or her arrival.

e. Cancellation by a Home Service Professional. A Home Service Professional may cancel a Job within a grace period (as provided in the Guidelines) after Accepting the Job or in extenuating services. If a Home Service Professional cancels your Job, we will take reasonable efforts to match your Home Service Request with an alternate Home Service Professional but is under no obligation to do so.

19.2. Registration Data; Account Security. In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. We reserve the right to reject any registration form in our sole discretion. You must be at least 18 years old to register as a User or the age of majority in the jurisdiction in which you reside. By providing Registration Data, you signify that you are at least 18 years old and acknowledge that you may not use the Services if you are under the age of 18. If necessary, we may ask you for proof of your age. If you are unable to provide proof of your age, we reserve the right, at our sole discretion, to halt your registration. You may register on behalf of a corporate entity; however you acknowledge and agree that by providing Registration Data in such a capacity, you signify that you are authorized to enter into this Agreement on behalf of, bind the entity to, these terms and register for the Service and the App. Upon providing Registration Data to us through the Service, you will provide account information (your "User Account") including (but not limited to) your personal information, mobile telephone number, and credit card data. Once you successfully register for a User Account, you will choose a password and be given access to your personal User Account. You hereby agree to be fully responsible for (v) immediately updating your User Account to account for any change in Registration Data, (w) all use of your User Account, (x) any action that takes place using your User Account by any person or automated process, (y) maintaining the confidentiality and security of the password to your User Account, and (z) immediately notifying us upon any unauthorized use of your password or your User Account.

19.3. Fees & Payment Terms

a. Important Clarification Regarding Relationship. Requesting Users contract directly with the Home Service Professionals. We will not be a party to any agreements or contracts for Home Services. We act to coordinate payments between Requesting Users and the Home Services Professional but do not act as a prime contractor for the Home Services and nothing in our involvement in the payment process makes us responsible for the Home Services. Your contract for Home Services is with the Home Services Professional, not with us.

b. Home Service Professional Rates. All Home Service Professionals set their own rates for Home Services (the "Contractor Rate"), which may be provided to you during your Request process. Unless a “Quote” has been provided by the Home Service Professional that includes parts and materials, the Contractor Rate excludes any materials required by the Home Service Professional to complete the Home Service and only the parts and materials listed in the provided “Quote” will be included in the quoted Home Service. You acknowledge and agree that the cost of materials will be in addition to the respective Contractor Rate. Home Service Professionals reserve the right to modify or update the Contractor Rates at any time and in their sole discretion. When submitting a Request for a particular category of Home Service, they may provide you with the Contractor Rate, but are under no obligation to do so and you hereby agree that it is your responsibility to remain informed about the current Contractor Rates for the category of Home Service at the time requested.

c. Minimum Charge. You understand and agree that there may be a minimum charge set for each Home Service (the "Minimum Charge"). Home Service Professionals reserve the right, in their sole discretion, to apply the Minimum Charge for your Job, other than as provided for herein. You understand and agree that Home Service Professionals may apply the Minimum Charge to the Job if the Home Service Professional arrives at the Premises prior to any cancellation and within the grace period as set out in the Guidelines (https://help.phyxter.ai). If a Home Service Professional chooses to apply the Minimum Charge, they may consider the cost of materials separately from their determination of whether to apply the Minimum Charge.

d. Home Service Payment and Billing. Requesting Users will be responsible for paying the invoice for each Home Service (the "Invoice"), which will include the pricing terms of the Home Service agreed to between the Requesting User and the Home Service Professional. By submitting a Request, you agree that you will pay for all Home Services requested (including all materials, taxes and late fees, as applicable) (the "Home Service Payment") that may be accrued by or in connection with your User Account, unless otherwise provided in this Agreement. You understand and agree that the Home Service Professional will be responsible, in their sole discretion, for determining the Home Service Payment amount. The Home Service Payment amount will be based on the information the Home Service Professional provides through the App. For all charges applied to your User Account, we will charge your credit card on file with us according to the agreed upon amount between you and the Home Service Provider for the Home Service, and you hereby authorize us to charge your credit card for the amounts due for the Home Service Payment immediately upon the Home Service Professional completing the Job. You also authorize us to pre-authorize a charge to your credit card based on your Request. We reserve the right, in our sole discretion, but are under no obligation to place a hold on any Home Service Payment. If your payment does not go through, for any reason, you agree to pay the Home Service Payment amount due within seven (7) days of us sending the Invoice or receipt. You may be charged a cancellation fee or minimum payment if you book or confirm a Home Service Request but cancel it before the Home Service is completed as set out in the Guidelines. You further agree that you are responsible for the timely payment of all Home Service Payments and that any such Home Service Payment made is non-refundable, unless otherwise determined in our sole discretion, which includes our discretion to provide assistance under the Phyxter User Protection Plan (as defined herein). You may use Promotional Credits (as defined below) available in your User Account, if any, as full or partial payment for the Home Service Payments under the terms of this Agreement and any terms or restrictions attached to the Promotional Credits.

e. Payment Processor. Users are required to provide their credit card or bank account details (as specified in any registration forms provided when registering for your User Account) to us when registering for a User Account. By doing so, you authorize us to provide this information to the third party payment processor (the "Payment Processor") we retain. You acknowledge and agree that the terms of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our terms and policies do not govern and that we have no liability arising from your use of or access to the Payment Processor. You should review the applicable terms and policies of the Payment Processor, including its privacy and data gathering practices. We are not responsible for any arrears by the Payment Processor.

f. Our Fees. There is currently no charge for your use of the Service, to the extent this includes browsing the Website, downloading the App, Requesting Home Services, and reviewing Home Services provided by Home Service Professionals. We reserve the right to introduce or charge, or change a service fee ("Phyxter Fees") or implement charges for features of the Service as indicated to Users from time to time. Any revised fees will take effect 30 days from the date of posting to the Website, App, or notification to your User Account. If you choose to terminate your User Account after notification of any new or additional fees, you must do so before the 30 day period, after which such charges will be applied to your User Account, if applicable.

g. No Obligation to Withhold Taxes. Except for applicable taxes indicated on your Invoice, we do not collect or remit any taxes for any Home Service Payments received in any jurisdiction. The payment rate used for computing Home Service Payments paid to Home Service Professionals is determined by the Home Service Professional and it is their sole responsibility to include any and all applicable federal, provincial, state, local, or other fees or taxes owed by such Home Service Professionals. You acknowledge and agree that you are solely responsible for all tax compliance relating to your use of our Service and that in no event will we be responsible for any tax compliance. You further agree to indemnify and hold the Phyxter Companies and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any claims by either the Canada Revenue Agency or the Internal Revenue Service or any taxes related to your use of the Service.

h. Promotions and Promotional Credits. We may, from time to time and in our sole discretion, provide certain promotional credits ("Promotional Credits") to Users. There is no guarantee of or right to receive any such Promotional Credits. We reserve the right to activate, modify, or delete any such Promotional Credits at any time, in our sole discretion and without notice to you. Promotional Credits are non-transferrable, have no cash value, and will expire no later than 90 days from the date issued to your User Account.

19.4. Prohibited Activities and Services. Without limiting Section 10:

a. Prohibited Activities. Trust is a critical element of the Service. While using the Service, you agree not to:

1. if you are a Requesting User, submit a Request that you do not intend to have completed by a Home Service Professional or that you do not intend to pay for,
2. if you are a Home Service Professional, accept a Request that you do not actually wish to accept or complete, or that you are not skilled, licensed (where applicable) or competent to complete,
3. recruit or otherwise solicit any User or Home Service Professional to join third-party services or websites that are competitive to Phyxter or to use our Services to obtain work or Home Services outside the provision of our Service, or
4. use the Service to "stalk", harass, threaten, intimidate, harm, cause a nuisance to, annoy, or inconvenience any other User of the Service or collect or store any personally identifiable information about any other User other than for purposes of transacting a Home Service.

b. Prohibited Services. While using the Service, you further agree not to request, offer, negotiate, or complete any portion of a Home Service that:

1. would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation,
2. encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, and pornography,  
3. you have no legal right to request or perform, or 
4. would be considered, in any way, to form part of a lottery, raffle, sweepstakes, affiliate marketing scheme, multilevel marketing, pyramid scheme, or be related to spam, or any other form of solicitation that is not authorized by this Agreement

19.5. Ammendments. We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on this page at https://phyxter.ai/terms-and-conditions, and we will indicate at the bottom of such page the date of the last revision or modification. Your continued use of the Service, which use includes your continuing to make available your User Content (defined below) on the Service, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.

19.6. Content. In this Agreement, "Content" means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data, Requests, location), music, sound, video, articles, and software.

19.7. User Content and Your License to Us. The Service permits you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, your "User Content"), and we do not claim ownership over any User Content. By providing any User Content, you

a. acknowledge that the Phyxter Companies reserve the right to refuse to accept, display, or transmit any User Content in its sole discretion, 

b. grant the Phyxter Companies the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Service (the "User License") on the following terms:

1. the User License is limited to the purpose of offering the Service,
2. the User License includes the Phyxter Companies' right to sublicense to third party service providers for the sole purpose of offering the Service, at all times in accordance with this Agreement, and
3. the User License will end, and the Phyxter Companies will cease to use User Content, a commercially reasonable period after such User Content is removed from the Service,

c) represent and warrant to us that (1) you have all right, title and interest to grant the User License, (2) the User Content does not infringe on any other person's copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (3) no User Content contains any libellous, defamatory or otherwise unlawful material, and

d) hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third party claims that your User Content infringes on any other person's rights (including all of the rights set out in (b) above).

19.8. Service Content. All Content available or stored on the Service other than your User Content, including the Service itself, including the Website and the App, all other Users' Content, any Content made available by the Phyxter Companies or any third party, and the selection and arrangement of all such Content and User Content (collectively, the "Service Content"), is the proprietary property of us, the Users or our licensors with all rights reserved, and the Phyxter Companies (or, as applicable, our Users or licensors) retain and shall retain all right, interest and title in and to all Service Content.

19.9. Our License to You. Provided that you are eligible for use of the Service, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, and for such use expressly permitted by this Agreement, subject to this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Website or the App. You further agree not to change, translate, or otherwise create any derivative works of the Service. If we revoke our license to you, you agree to remove any Content infringing the terms of this Agreement and that the terms of the Agreement will survive such revocation and continue to bind you.

19.10. User Conduct (Things You Must Not Do). You acknowledge and agree that the Service is available for your personal use only in connection with the proper requesting or servicing of Requests, and may not be used for any other commercial purpose. Without restricting anything else in this Agreement, you agree not to

a. alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Service Content,

b. except to the extent required to be permitted by the law of your jurisdiction, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service, the Service Content, or any part thereof,

c. make the Service or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way except in furtherance of your permitted use in accordance with this Agreement,

d. republish any Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,

e. use any data mining, robot or similar data gathering or extraction methods with respect to any Service or any Service Content,

f. register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),

g. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise,

h. upload, post, transmit, share or otherwise make available on the Service any User Content that

1. consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, or
2.  contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information,
3.  in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable,
4.  contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or
5.  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, state, national or international law,

i. disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service or Service Content,

j. remove any copyright or other proprietary notices on or in the Service, Service Content or any part thereof,

k. solicit personal information from anyone under 18 or solicit passwords or personally identifying information from any person for commercial or unlawful purposes,

l. use the Service or any Service Content to "stalk", intimidate, harm or otherwise harass another User or another person,

m. intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,

n. access the Service or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service or Service Content,

o. utilize the Service in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Service, Website, or App except for standard web browsers,

p. interfere with or disrupt the Service or Service Content (including the servers, networks or technology connected to the Service), or

q. use or attempt to use another's User Account or the Service without express authorization from us or the applicable User.

19.11. Nudity and Objectionable Material. You acknowledge and agree that the Service must remain a safe site for families with children, so you agree not to, and we strictly prohibit, the uploading and display of any User Content portraying explicit nudity, adult content, or that is unacceptable for viewing by minors or objectionable, in our sole discretion. For example, but without limitation, prohibited User Content would include material that would be unacceptable in a public museum where minors visit, or User Content that would only be appropriate for adult sites, adult magazines, or R-rated movies. You acknowledge and agree that the sole discretion of whether User Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any User Content we deem to violate this Agreement or, or (b) to cancel the User Account from which such User Content made available on the Service.

19.12. User Content Responsibility. You acknowledge and agree that (a) you are solely responsible for all of your User Content, and (b) we may, but are not obligated to, review and delete or remove (without notice) any User Content, in our sole discretion, including, without limitation, any User Content that violates this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Service Content (except for this Agreement, the Privacy Policy and other legally binding agreements) for any purpose whatsoever. You will also comply with any of your own local laws regarding online conduct and acceptable content, including laws relating to the export of data if you are outside of Canada.

19.13. Other Uses. Any use of the Service or the Service Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.

19.14. Modifications to Service. We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Service or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.

19.15. General Practices Regarding Use and Storage. You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that User Content will be retained by the Service, the maximum number of User Content that may be transmitted, posted, shared, used, copied, or otherwise made available on the Service (whether per User Account or globally), the maximum size of any User Content, the maximum disk space that will be allotted on the Service servers on any User's behalf, and the maximum number of times (and the maximum duration for which) any User may access the Service in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications or Content maintained or transmitted by the Service. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account that is inactive for an extended period of time in our sole discretion.

19.16. Termination. You may terminate your User Account at any time by deleting your User Account. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will give you notice of such deactivation and you agree to immediately cease all use of our Services and any Service Content or Content licensed to you in Section 9 of this Agreement.

19.17. Trademarks. Notwithstanding anything else in this Agreement, "Phyxter", "Phyxter Pro", "Phyxter Wholesale", the Phyxter logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by the Phyxter Companies on or in connection with the Service (collectively, the "Marks") are registered trademarks, trademarks or trade dress of the Phyxter Companies or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

19.18. Third Party Sites and Content. The Service may contain (or you may be presented with through the Service) links to other web sites ("Third Party Sites") as well as Content (for example GPS systems) belonging to or originating from parties other than us or our Users (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content available on the Service, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. The inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us and does not guarantee that any Third Party Content will function with the Service or will be error-free. If you decide to leave the Service and access the Third Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern same and that we have no liability arising from your use of or access to any Third Party

Site or Third Part Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Service. Reference on the Service to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply (a) endorsement, sponsorship or recommendation thereof by, or (b) or any affiliation thereof with the Phyxter Companies. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Service or any Home Service Professional on any Third Party Site.

19.19. Advertisements. We may run advertisements and promotions on the Service. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Service is subject to change in our sole discretion.

19.20. User-and-User Disputes and Release. The Service is only a venue for connecting Users. We are not involved in the actual contact between Users or in the provision of Home Services and you are solely responsible for your interactions with other Users. If you have a dispute with one or more Users, you release the Phyxter Companies (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct or indirect arising out of or in any way connected with such disputes.

19.21. Disclaimers

a. No Responsibility for Others' Content. We are not responsible or liable in any manner for any User Content or Third Party Content available on the Service, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Service. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users' actions and are not responsible for any Content you may encounter on the Service, be it User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, the Phyxter Companies have no responsibility to monitor any User Content or Third Party Content.

b. Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Service) or combination thereof.

c. No Guarantee. We make no guarantee regarding the provision of Home Services, the acceptance of any Requests for the provision of Home Services, the availability, workmanship, timeliness, integrity, ability or skill of Home Service Professionals or the Home Services they purport to be able or willing to provide. We do not guarantee that the Home Service Professionals hold any qualification, certification, licence, schooling, training, or insurance required to provide the Home Services. THE COMPANY DOES NOT WARRANTY ANY HOME SERVICE PROFESSIONAL'S PROFESSIONAL ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE , INSURANCE, BOND, OR WORKER'S COMPENSATION PROTECTION REGALATED TO A HOME SERVICE.

d. AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE PHYXTER COMPANIES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE PHYXTER COMPANIES CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY HOME SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. THE PHYXTER COMPANIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. THE PHYXTER COMPANIES DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SITES.

19.22. Limitation on Liability. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION),

a. IN NO EVENT WILL THE PHYXTER COMPANIES, OR THEIR DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF THE PHYXTER COMPANIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND

b.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE PHYXTER COMPANIES' LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE PHYXTER COMPANIES FOR THE SERVICE DURING YEAR IN WHICH YOUR SUCH CAUSE AROSE (FOR EXAMPLE, IF YOU ARE A HOME SERVICE PROFESSIONAL, THE AMOUNT OF YOUR SERVICE FEES). YOU ACKNOWLEDGE THAT THE SERVICE IS FREE FOR REQUESTING USERS. NOTWITHSTANDING THE ABOVE, IN NO CASE WILL THE PHYXTER COMPANIES' LIABILITY TO YOU EXCEED THE LESSER OF (I) 20% OF TOTAL COST OF THE HOME SERVICES RENDERED IN A CALENDAR YEAR AND (II) $200. YOU ACKNOWLEDGE THAT IF NO SUCH FEES ARE PAID BY YOU TO THE PHYXTER COMPANIES FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE PHYXTER COMPANIES, REGARDLESS OF THE CAUSE OF ACTION. YOU FURTHER ACKNOWLEDGE THAT ANY PROTECTION PROVIDED UNDER THE PHYXTER USER PROTECTION PLAN IS IN OUR SOLE DISCRETION AS IS INTENDED TO INCREASE THE USER EXPERIENCE AND IS IN NO WAY AN ACCEPTANCE OR ADMISSION OF LIABILITY. THE PHYXTER COMPANIES DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OF FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS BUT ONLY TO THE EXTENT OF SUCH EXCLUSION BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

19.23. No Agency. You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and any of the Phyxter Companies as a result of this Agreement or your use of our Services. We are solely independent contractors.

19.24. Privacy. We care about the privacy of our Users. You can view our privacy policy at https://phyxter.ai/privacy-policy. Without limiting that, you acknowledge that we may (but have no obligation to) access, preserve and disclose your User Account data and any User Content if, in good faith, we believe that same is reasonably needed to (a) comply with applicable law or legal process, (b) enforce this Agreement, (c) protect against imminent harm to any person, any safety of any person, or any property of any person, or (d) such access, preservation, or disclosure is permitted under applicable law. You further acknowledge that the Service uses the Internet and other, third-party networks, and that, accordingly, any information processed using the Service may be processed or transmitted over various networks (including those outside of our control).

19.25. Copyright, Intellectual Property and Content Complaints. If you believe that any Content on the Service infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints:

• by e-mail: info@phyxter.ai

• by regular mail:

Attention: Copyright, IP, and Content Complaints

Phyxter Corp.

3115-25 The Esplanade St.

Toronto, Ontario

M5E 1W5, Canada

The notification must be a written communication that includes the following:

a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;

c. if the complaint is about objectionable content, the reasons for the objection;

d. identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

e. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

f. a statement that the information in the notification is accurate; and

g. if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.

19.26. Abuser and Repeat Abuser Policy. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Service or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable content through the Service.

19.27. Governing Law; Venue and Jurisdiction. You agree that the laws of the Province of Ontario, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario with respect to any dispute hereunder.

19.28. Dispute Resolution.

a. Contact Us First. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Services, you agree to first contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing info@phyxter.ai. You agree that if our dispute is not resolved by informal resolution within 15 days of your submission or within a reasonable time under the Phyxter User Protection Plan, you will resolve any claims through final and binding arbitration ("Arbitration").

b. Arbitration. You agree that any claim arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, that is not resolved through our customer service centre, will be finally resolved by Arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The Arbitration will take place in Toronto, Ontario, Canada. The language of the arbitration will be English.

c. No Class Actions. You hereby agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action. You further agree that, by entering into these terms, you and the Phyxter Companies each agree that all claims and disputes shall be resolved under this Agreement. You further waive any constitutional or statutory right to go to court and have a trial in front of a judge or jury on an individual, class action, or representative action basis. In the event any litigation should arise between you and us, in any jurisdiction, in a suit to vacate or enforce an Arbitration award or otherwise, you and the Phyxter Companies waive all rights to a jury trial, instead electing that the dispute be resolved by a judge, and agree to take any and all action necessary or appropriate to effect such waiver.

d. Statute of Limitations. You hereby agree that any claim under this Agreement must be brought within one year of the act giving rise to the claim.

19.29. Indemnity. You agree to indemnify and hold the Phyxter Companies and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content and any Third Party Content, your use of the Service, your conduct in connection with the Service or with other Users of the Service, or any violation of (a) this Agreement, (b) any law, or (c) any right of any third party.

19.30. Submissions. Notwithstanding any term herein related to User Content, you acknowledge and agree that any questions, comments, complaints, suggestions, ideas, feedback or other information about the Service (collectively, "Submissions"), provided by you to us are non-confidential and shall become the sole property of the Phyxter Companies, who shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

19.31. Electronic Communications. When you use the Service, send e-mails to us, or register for a User Account, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail to the email address attached to your User Account through your Registration Data or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

19.32. App/Mobile Phone Use. You agree to adhere to any terms of any app store, mobile software platform, payment platform, or other third party services provided in connection with your use of the App. We reserve all rights in and to the App not expressly granted to you under this Agreement and you only have a limited license to use it to access the Service in accordance with these terms. By providing your mobile phone number and using the Service, you hereby affirmatively consent to our use of your mobile phone number for calls and texts from us and certain other Home Service Professionals relating to Requests relevant to you, such as those you submit. You understand and acknowledge that by communicating by calls or text, standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your User Account settings on the Website or App or by emailing info@phyxter.ai.

19.33. Merger or Acquisition. It is possible that any of the Phyxter Companies may be acquired or transferred as part of a merger, acquisition or other change of control. In the event of such a transaction, you understand and agree that we may assign our rights under this Agreement and that your personal information may be transferred to the succeeding entity in accordance with our Privacy Policy.

19.34. Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and "person" will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.

19.35. Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Site or the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.

19.36. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soinet rédigés en anglais.

Last Updated March 7th, 2020