TERMS OF USE FOR WORKHOPPERS

These Terms of Use govern the use of the services offered by Workhoppers.com website ("Workhoppers"), a division of Noetis Capital Inc. Such services and website together are hereinafter referred to as the "Service." Please read these Terms of Use and the Workhoppers Privacy Policy carefully (the "Privacy Policy") before using the Service. Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Use and the Privacy Policy and your representation that you are 18 years of age or older. If you object to anything in these Terms of Use or the Privacy Policy, you are not permitted to use the Service. The Privacy Policy is incorporated by reference into these Terms of Use and these Terms of Use and the Privacy together are hereinafter referred to as this "Agreement." This Agreement is subject to change at any time, effective upon registering on the Service. Your use of the Service after such registering will constitute your acceptance of and agreement to such changes. Therefore, you should frequently review these Terms of Use and the Privacy Policy to see if they have been changed.

WHY USE WORKHOPPERS.COM?

Workhoppers.com is a communications platform for enabling the connection between companies seeking to find individuals for temporary projects ("Projectposters") and individuals seeking to provide temporary services ("Workhoppers"). Projectposters and Workhoppers together are hereinafter referred to as "Users." Those certain projects requested by the Projectposters, which are to be completed by the Workhoppers are hereinafter referred to as "Projects"

WORKHOPPERS.COM IS ONLY A VENUE

Workhoppers.com is a communication platform for enabling connections between Users. Workhoppers.com does not take part in the interaction between Users. Workhoppers.com does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Projects provided by Projectposters, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Workhoppers.com does not have control over the quality, timing or legality of Projects delivered by the Workhoppers. Workhoppers.com makes no representations about the suitability, reliability, timeliness, or accuracy of the Projects requested and delivered by Users identified through the Service whether in public, private, or offline interactions. Although Workhoppers.com does perform limited verification of Projectposters as outlined below, Workhoppers.com cannot confirm that each User is who they claim to be. Workhoppers.com does not assume any responsibility for the accuracy or reliability of this information or any information on the Service.

LIMITED VERIFICATION

Workhoppers.com does check the existence of the ProjectSeeker, via internet search and some phone calls when necessary. However, when interacting, Users should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER WORKHOPPERS.COM NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WORKHOPPERS.COM AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

TRANSACTIONS

Projectposters of the Service pay for projects directly to the Workhopper. Workhoppers.com will not be a party to any agreements for projects delivered or services rendered. Workhoppers.com facilitates only the connectivity between the parties. Workhoppers.com is not an employment service and does not serve as an employer of any User. As such, Workhoppers.com will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, pension or payroll withholding tax in connection with your use of Users' services.

MEMBERSHIP

If You wish to use the Service to initiate communication with other members and use certain other elements of the Service, You must become a member and pay the fees that are set out in Our price list. This price list is part of this Agreement and We reserve the right, at any time, to change any fees or charges for using the Service. To become a Member, You must register for the Service. When and if You register to become a Member, You agree to provide accurate, current and complete information about Yourself as prompted by Our registration form ("Profile"), and to maintain and update Your information to keep it accurate, current and complete. You agree that We may rely on Your Profile Data as accurate, current and complete. You acknowledge that if Your Profile Data is untrue, inaccurate, not current or incomplete in any respect, We may terminate this Agreement and Your use of the Service and, in such event, You shall not be entitled to a refund of any unused membership fees. Although we aim to verify the accuracy of the information provided by Our Members, We do not verify information in profiles, and We have no control over, do not guarantee, and are not responsible for the quality, truth, accuracy, legality or safety of Our Members.

TERM AND CONDITIONS OF PURCHASE

Purchaser will choose from different membership options. It is the sole discretion of the Purchaser on which membership it selects.

All purchases are final. No refund will be given for unused portions of your subscription period. Purchaser hereby agrees that subscription privileges are non-refundable in the event that Purchaser chooses to suspend or cancel his/her membership. Furthermore, no refund will be made in the event of termination of Purchaser's membership due to a violation of the Terms and Conditions of Service as outlined in there in. In that respect, Purchaser hereby agrees that offensive behavior towards other members or use of foul language in any communications to members or in Purchaser's profile will constitute sufficient grounds for such termination of Purchaser's membership by Workhoppers.com.

By submitting this purchase, Purchaser hereby acknowledges, agrees and authorizes Workhoppers.com to renew Purchaser's subscription, automatically, every month, at the guaranteed renewal rate that applies to the purchase option chosen by Purchaser, until such time as Purchaser instructs workhoppers.com to stop the renewals. Renewals can be stopped by logging in as a member and clicking on "Member Services" or by going to: Cancel Subscription.

It is understood that the freelancers/workhoppers are joining the service for free. This free use may change at any time in the future. Workhoppers has the right to change this at anytime.

There is limit of usage per subscription either for viewing and contacting candidates or posting jobs during the membership period. Workhoppers has the right to change to change this at any time.

PROPRIETARY RIGHTS

You represent and warrant to Us that the information posted in Your profile, including Your photograph, is posted by You and that You are the exclusive author of Your profile and the exclusive owner of Your photographs. You assign to Us, with full title guarantee, all copyright in Your profile, Your photographs posted, and any additional information sent to Us at any time in connection with Your use of the Service. You waive absolutely any and all moral rights to be identified as author of Your profile and owner of Your photograph and any similar rights in any jurisdiction in the world. In addition, other Members may post copyrighted information, which has copyright protection, whether or not it is identified as copyrighted. Except for that information which is in the public domain or for which You have been given express written permission, You will not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. By posting information, photographs or modal-content2 on any Service, You automatically grant, and You represent and warrant that You have the right to grant, to Us and other members, free of charge, an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide license to use, copy, perform, display, promote, publish and distribute such information, modal-content2 and photographs and to prepare derivative works of, or incorporate into other works, such information and modal-content2, and to grant and authorize sub-licenses of the foregoing.

YOUR USE OF THE SERVICE: As a Member, You agree that:

(1) You will use the Service in a manner consistent with any and all applicable laws and regulations. You will not include in Your profile any telephone numbers, street addresses, last names, URL's or email addresses, other than in response to our prompts and for the purpose of this service. You will not engage in advertising to, or solicitation of, other members to buy or sell any products or services through the Service. You will not transmit any chain letters or junk email to other members. To protect Our members against such conduct, depending on the Website you Subscribe to, We currently limit the number of messages that any subscriber may send in a day. You are solely responsible for Your interactions with other members. We reserve the right, but have no obligation, to monitor and/or mediate disputes between You and other members. (2) You are solely responsible for the modal-content2 or information You publish or display (hereinafter, "post") on the Service, or transmit to other members. You will not post on the Service, or transmit to other members or to Us or Our employees, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not include in Your profile any offensive language, including but not limited to offensive anatomical or sexual references, or offensive sexually suggestive or connotative language, and You will not post any photos containing nudity or personal information. We reserve the right, but We have no obligation, to reject any profile or photo that does not comply with the prohibitions set forth in this section. We reserve the right to refuse service to anyone, at our sole discretion. (3) By becoming a Member, You agree to accept and consent to receiving email communications initiated from Us or through Us including, without limitation: message notification emails, "Your Match" emails, emails informing You of changes to the Service and emails informing You of promotions that either We provide or that are being provided by third parties. If you choose to respond to promotions that are provided by third parties and in the course of doing so, disclose information to any external service providers, and/or grant them permission to collect information about you, then their use of your information is governed by their private policies. Message notification emails such as "Your Match" emails, emails informing You of changes to the Service are provided by Us as part of the operation of the Service and you will receive these messages for as long as you are Our member. Should You not wish to receive any of Our email communications, please do not register with Us for the Service. However, You may opt-out of receiving Email communications sent from Us or through Us offering You third party goods or services. (4) You agree that We have no responsibility or liability for the deletion, corruption or failure to store any messages or other modal-content2 maintained or transmitted by Our Service. You acknowledge that features, parameters or other services We provide may change at any time. (5) Our customer service employees are here to make your online experience enjoyable by providing assistance and guidance to You. When speaking to Our customer service employees on the telephone or communicating with them by any other means, You agree not to be abusive, obscene, profane, offensive, sexually oriented, threatening, harassing or racially offensive. Should any of Our customer service employees feel, at any point, threatened or offended by Your conduct, We reserve the right to immediately terminate Your membership and You shall not be entitled to the refund of any subscription payments We have received from You. (6)We are entitled to investigate and terminate Your membership if You have misused the Service, or behaved in a way which could be regarded as inappropriate, unlawful or illegal. The following is a partial, but not exhaustive, list of the types of actions that are illegal or prohibited under this Agreement: (7)You will not harass or impersonate any person or entity. You will not use any manual or automatic device or process to retrieve, index, data mine, or, in any way reproduce or circumvent the navigational structure or presentation of the Service or its modal-content2s. You will not express or imply that any of Your statements are endorsed by Us, without Our specific prior written consent. You will not interfere with or disrupt any Service or any Website, servers or networks connected to any Service or Website. You will not post, distribute or reproduce, in any way, any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You will not remove any copyright, trademark or other proprietary rights notices contained in the Service or forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service. You will not use meta tags or code or other devices containing any reference to Us or the Service or the Website connected to the Service in order to direct any person to any other website for any purpose. You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or any software used on or for the Service or cause or enable others to do so. You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm or limit the functionality of any computer software or hardware.

INDEMNITY BY MEMBER

(You will defend, indemnify, and hold Us and Our officers, directors, employees, agents and third parties harmless, for any losses, costs, liabilities or expenses relating to or arising out of Your use of the Service, including: (I) Your breach of this Agreement; (II) any allegation that any materials that You submit to Us or transmit to the Service infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (III) Your activities in connection with the Service. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

RELEASE

If You have a dispute with one or more of Our Members, you release Us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

ONLINE modal-content2

Opinions, advice, statements, offers, or other information or modal-content2 made available through the Service are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such modal-content2. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE SERVICE AND WE NEITHER ADOPT NOR ENDORSE, NOR ARE WE RESPONSIBLE FOR, THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY. UNDER NO CIRCUMSTANCES ARE WE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY PERSON'S RELIANCE ON INFORMATION OR OTHER modal-content2 POSTED ON THE SERVICE OR TRANSMITTED TO MEMBERS.

WE RESERVE THE RIGHT, BUT WE HAVE NO OBLIGATION, TO MONITOR THE MATERIALS POSTED IN THE PUBLIC AREAS OF THE SERVICE. WE SHALL HAVE THE RIGHT TO REMOVE ANY SUCH MATERIAL THAT, IN OUR SOLE DISCRETION, VIOLATES, OR IS ALLEGED TO VIOLATE, THE LAW OR THIS AGREEMENT. NOTWITHSTANDING THIS RIGHT, YOU REMAIN SOLELY RESPONSIBLE FOR THE modal-content2 OF THE MATERIALS YOU POST IN THE PUBLIC AREAS OF THE SERVICE AND IN YOUR PRIVATE EMAIL MESSAGES. EMAILS SENT BETWEEN YOU AND OTHER MEMBERS THAT ARE NOT READILY ACCESSIBLE TO THE GENERAL PUBLIC MAY BE REVIEWED BY US FOR COMPLIANCE WITH THIS AGREEMENT, BUT WILL BE TREATED BY US AS PRIVATE TO THE EXTENT REQUIRED BY APPLICABLE LAW. INTELLECTUAL PROPERTY

All intellectual property rights in and to the Service are and shall be owned by Us, absolutely. Those rights include, but are not limited to, database rights, logos, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Service are the property of their respective owners.

DISCLAIMERS

WE PROVIDE THE SERVICE ON AN "AS IS" BASIS AND GRANT NO WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY, IN ANY COMMUNICATION WITH OUR REPRESENTATIVES, OR US OR OTHERWISE WITH RESPECT TO THE SERVICE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE OR ERROR-FREE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY.

Although each member must agree to Our terms and conditions, We cannot guarantee that each member is at least the required minimum age, nor do we accept responsibility or liability for any modal-content2, communication or other use or access of the Service by persons under the age of 18 in violation of this Agreement. Also, it is possible that other members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials through the Service and that You may be involuntarily exposed to such offensive or obscene materials. It also is possible for others to obtain personal information about You due to Your use of the Service. Those others may use your information for purposes other than what You intended. We are not responsible for the use of any personal information that You disclose on the Service. Please carefully select the type of information that You post on the Service or release to others. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.

LIMITATION OF LIABILITY

IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR 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 US FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP. WE DO NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE SCREEN MEMBERS REGISTERING TO THE SERVICE IN ANY WAY. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, INCLUDING BY NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY OR EMOTIONAL DISTRESS, We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages ARISING OUT OF THE USE OF THIS SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF YOUR COMMUNICATIONS WITH AND/OR INTERACTIONS WITH ANY OTHER MEMBER OF THE SERVICE, OR ANY INDIVIDUAL YOU MEET VIA THE SERVICE.

WAIVER AND SEVERABILITY OF TERMS

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision. In such case, the other provisions of this Agreement shall remain in full force and effect.

GOVERNING LAW

You and Workhoppers.com agree to elect to arbitrate any Dispute will be decided by a court of competent jurisdiction within the province of Quebec, city of Montreal and country of Canada. You and Workhoppers.com agree to submit to the personal jurisdiction of that court. Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of province of Quebec, without regard to choice of law principles.