Business Terms

PROFIFY BUSINESS TERMS

Last Updated: April 11, 2026

Profify Inc.
111 Elizabeth Street, Toronto, ON M5G 1P7, Canada
Email: business@profify.ca

By agreeing to an Order Form or any other document that incorporates these Profify Business Terms (an "Ordering Document"), Profify Inc. ("Profify", "we", "us"), a corporation incorporated under the laws of the Province of Ontario, Canada, and the Customer agree that these Business Terms govern the relationship between the parties with respect to all services provided or to be provided as outlined in such Ordering Document. In the event of any conflict between the Ordering Document and these Business Terms, the Ordering Document shall prevail.

The Ordering Document and these Business Terms, including all schedules, appendices, annexes, and addenda (if applicable), together constitute the entire agreement between the parties (the "Agreement").

1. DEFINITIONS

Affiliate — An entity that directly or indirectly controls, is controlled by, or is under common control with the Customer. "Control" means ownership of more than 50% of voting securities or the power to direct management and policies by contract or otherwise.

Agreement — These Business Terms together with all applicable Ordering Documents, schedules, appendices, and addenda.

Authorized Users — Employees or contractors of the Customer (or other individuals expressly permitted in the Ordering Document) designated by the Customer to access and use the Profify Platform under the applicable Ordering Document.

Business Plans — Packages made available to business Customers enabling Authorized Users to access the Profify Platform for the purpose of scheduling and receiving individual (1:1 Live Sessions) or group-based (Group Live Sessions) tutoring or coaching services, as specified in the applicable Ordering Document.

Confidential Information — Any written, oral, machine-readable, or visual information disclosed by either party to the other under the Agreement that is designated as confidential at the time of disclosure, or which a person exercising reasonable business judgment would understand to be confidential or proprietary.

Customer — The entity that signs the Ordering Document (also referred to as "you" or "Client").

Effective Date — The earliest of: (a) the effective date stated in the initial Ordering Document; or (b) the date the Customer first accesses or uses the Profify Business Services.

Fees — All amounts payable by the Customer for Profify Business Services under an applicable Ordering Document.

Intellectual Property Rights — All patents, copyrights, moral rights, trademarks, trade secrets, database rights, rights in designs, rights in software, and all other intellectual property rights, whether registered or unregistered, including all applications therefor, in each case subsisting now or in the future anywhere in the world.

Ordering Document — An order form, statement of work, or other written document signed by the parties that incorporates these Business Terms and specifies the Profify Business Services to be provided.

PIPEDA — Canada's Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5), as amended, and applicable provincial privacy legislation.

Profify Business Services — Services made available by Profify to the Customer as specified in the applicable Ordering Document, which may include: (a) Business Plans; (b) account management and support services; (c) skills assessments; and (d) any other services expressly agreed in the Ordering Document.

Profify Platform — The website located at profify.ca and its subdomains, related mobile application, and software.

2. PROFIFY BUSINESS SERVICES

2.1  Profify will provide the Customer with access to its proprietary marketplace platform for use in connection with the Business Plans specified in the applicable Ordering Document.

2.2  Profify will provide the Customer and its Authorized Users with account management and support services as specified in the Ordering Document.

2.3  If no support services are specified in the Ordering Document, support shall be limited to the Profify Help Centre documentation available at profify.ca/help and standard online support available through the Profify Platform.

3. AUTHORIZED ACCESS AND USE

3.1 Authorized Users

3.1.1  The Customer may designate Authorized Users up to the number agreed in the Ordering Document. The Customer may assign access to one or both service types (1:1 Live Sessions and/or Group Live Sessions). Additional Authorized Users beyond the agreed number will be charged at the prevailing per-user rate for the remainder of the then-current Term, from the date of notice.

3.1.2  The number of Authorized Users stated in the Ordering Document may not be decreased during the Term of the respective Business Plan.

3.1.3  Business Plans are for named Authorized Users only and may not be shared between individuals. The Customer may reassign Authorized User designations at any time to replace individuals who no longer require access.

3.1.4  Each Authorized User must have separate login credentials (user ID and password).

3.1.5  Sharing of Authorized User credentials is strictly prohibited.

3.2 Customer Responsibility

The Customer is responsible for all use of the Profify Business Services under its Authorized Users' accounts, including payment of all Fees related to such use, except where such use was caused by Profify or a party acting under Profify's direction, or by a third party that Profify should reasonably have prevented.

4. TERM, TERMINATION, AND EFFECT OF TERMINATION

4.1 Term

This Agreement commences on the Effective Date and continues until the service period in all Ordering Documents has expired or been terminated ("Initial Term").

4.2 Automatic Renewal

Unless otherwise specified in an Ordering Document, Business Plans will automatically renew for additional periods equal in duration to the Initial Term ("Renewal Term"), unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Term.

Any additional Business Plans purchased during the Term ("Upsells") will co-terminate with the then-current Term and renew together with the Business Plans at renewal. Fees for renewed Upsells shall be calculated at the same unit rates as the immediately preceding Term, unless otherwise agreed in writing.

4.3 Termination

This Agreement may be terminated:

·       By Profify upon 30 days' written notice if the Customer fails to pay Fees when due and does not cure such failure within the notice period;

·       By either party upon 30 days' written notice if the other party commits a material breach of the Agreement and fails to cure such breach within the notice period.

4.4 Effect of Termination

If this Agreement is terminated due to a material breach by Profify, Profify will refund the Customer a pro-rated portion of any prepaid Fees for services not yet rendered. Upon termination or expiry, all provisions that by their nature are intended to survive (including confidentiality, intellectual property, liability, and indemnification) will continue in full force.

5. FEES AND TAXES

5.1 Fees

The Customer agrees to pay all Fees set out in the applicable Ordering Document in accordance with the payment terms therein. Continued access to Profify Business Services is contingent on timely payment of all Fees.

5.2 Invoicing and Payment

The first invoice will be issued upon execution of the Ordering Document. Subsequent invoices will be issued in accordance with the billing frequency and payment terms set out in the Ordering Document. Additional invoices may be issued for Upsells or additional Authorized Users.

5.3 Late Payment

If the Customer fails to pay any Fees by the due date, Profify may, without limiting its other rights and remedies:

·       Suspend the Customer's and its Authorized Users' access to Profify Business Services until all outstanding amounts are paid in full;

·       Terminate the Agreement in accordance with Section 4.3; and/or

·       Charge interest on the overdue amount at the rate of 1.5% per month (18% per annum) or the maximum rate permitted under applicable Canadian law, whichever is lower.

Suspension of access does not relieve the Customer of its obligation to pay outstanding Fees or extend the service period.

5.4 Currency and Taxes

All Fees will be invoiced in Canadian dollars (CAD) unless otherwise specified in the Ordering Document. Fees are exclusive of all applicable taxes, including GST/HST and applicable provincial sales taxes. The Customer is responsible for all taxes applicable to its purchase of Profify Business Services, other than taxes on Profify's net income. If the Customer is required by law to withhold any taxes from payments to Profify, the Customer shall gross up such payments so that Profify receives the full Fee amount stated in the Ordering Document.

5.5 Transactional Charges

All banking or wire transfer charges of correspondent financial institutions are at each party's own expense.

5.6 Refunds

Except as expressly stated in the Ordering Document or Section 4.4 of these Business Terms, all Fees paid to Profify are non-refundable.

6. CONFIDENTIALITY

Each party agrees to: (a) treat all Confidential Information of the other party as strictly confidential; (b) use Confidential Information only for the purposes of fulfilling its obligations under this Agreement; and (c) not disclose any Confidential Information to any third party without the prior written consent of the disclosing party.

The receiving party shall restrict access to Confidential Information to affiliates, employees, consultants, subcontractors, or officers who: (i) have a need to know such information for performance of obligations under the Agreement; and (ii) are bound by confidentiality obligations no less protective than those in this Agreement.

The receiving party shall apply at least the same level of care in safeguarding the disclosing party's Confidential Information as it uses for its own confidential information, and no less than a reasonable standard of care. Upon discovery of any unauthorized disclosure, the receiving party shall immediately notify the disclosing party and take all reasonable steps to prevent further disclosure.

The confidentiality obligations in this section do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure without confidentiality obligation; (c) is independently developed by the receiving party without use of Confidential Information; (d) is disclosed by a third party without restriction; or (e) is required to be disclosed by applicable Canadian law, a court order, or a regulatory authority, provided the receiving party gives reasonable prior written notice to the disclosing party and cooperates in seeking a protective order.

7. INTELLECTUAL PROPERTY

7.1 Licence to Use

Profify grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Profify Business Services during the Term, solely for the Customer's internal business purposes and in accordance with the terms of this Agreement.

7.2 Ownership

Except for the limited licence expressly granted in Section 7.1, Profify retains all Intellectual Property Rights in and to the Profify Platform and Profify Business Services. No transfer of ownership of any Intellectual Property Rights occurs under this Agreement. The Customer acknowledges that the Profify Platform includes trade secrets and proprietary technology belonging to Profify and its licensors.

7.3 Feedback

The Customer is under no obligation to provide feedback, suggestions, or ideas about the Profify Business Services. If the Customer provides any such feedback, it hereby grants Profify a worldwide, perpetual, irrevocable, royalty-free licence to use, incorporate, and build upon that feedback in any Profify product or service without restriction or compensation. Feedback shall not be considered Confidential Information.

8. DATA PROTECTION

The Customer confirms that it collects and processes the personal data of its Authorized Users on a lawful basis under applicable Canadian privacy legislation. The Customer is authorized to share Authorized User personal data (including name, time zone, and contact details) with Profify as necessary to provide the Profify Business Services.

The parties acknowledge that Profify may act as both a data controller and a data processor under PIPEDA and applicable provincial privacy legislation, depending on the nature of the processing activity:

·       As a data controller, Profify determines the purposes and means of processing personal data for its own business purposes and is solely responsible for compliance with applicable privacy law in that capacity.

·       As a data processor, Profify processes personal data solely on the Customer's instructions and for the purposes outlined in the Agreement.

A Data Processing Addendum ("DPA") is incorporated by reference into these Business Terms and forms an integral part of this Agreement. The DPA governs the terms under which Profify processes personal data on behalf of the Customer and ensures compliance with PIPEDA and applicable provincial privacy legislation. In the event of any conflict between these Business Terms and the DPA, the DPA prevails with respect to data processing matters.

Note for Customers with operations or employees in Quebec: Personal data processing for individuals in Quebec may also be subject to Quebec's Law 25 (An Act to modernize legislative provisions as regards the protection of personal information). Customers should ensure their own compliance with Law 25 requirements.

9. LIABILITY

9.1 Warranty Disclaimer

Profify expressly disclaims all implied warranties, conditions, and representations, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third-party rights, to the maximum extent permitted by applicable Canadian law. Profify does not guarantee any specific outcomes or results from use of the Profify Business Services.

9.2 Limitation of Liability

To the maximum extent permitted by applicable Canadian law, neither party will be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, business, or goodwill, arising out of or related to this Agreement, regardless of whether such party has been advised of the possibility of such damages.

Except for liability arising from personal injury or death caused by a party's negligence or from fraud, each party's total aggregate liability under or in connection with this Agreement shall not exceed the total Fees paid by the Customer to Profify in the twelve (12) months preceding the first incident giving rise to the claim.

Any liability relating to Profify Business Services provided free of charge or during a free trial period shall not exceed five hundred Canadian dollars (CAD $500.00).

9.3 Mutual Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from: (a) that party's material breach of this Agreement; (b) that party's gross negligence or wilful misconduct; or (c) that party's infringement of a third party's intellectual property rights.

10. CUSTOMER REFERENCES

Profify may disclose the fact that the Customer is a client of Profify to existing and prospective customers, and may reference the Customer in its normal course of business marketing activities, subject to the confidentiality obligations in this Agreement. The Customer grants Profify permission to use its name and logo for such marketing purposes, which may be revoked in writing at any time upon reasonable notice.

11. SANCTIONS COMPLIANCE

The Customer represents and warrants that it and its Authorized Users are not listed on any Canadian government sanctions list or restricted party list administered by Global Affairs Canada, and are not owned or controlled by or acting on behalf of any sanctioned person or entity.

The Customer agrees not to: (a) access or use the Profify Business Services in any manner that would cause any party to violate applicable Canadian or international export controls or sanctions; (b) permit access to Profify Business Services from any jurisdiction subject to Canadian trade embargoes or prohibitions; or (c) use the Profify Business Services in connection with any controlled or dual-use goods or services without valid governmental authorization.

12. AMENDMENTS

Profify may amend these Business Terms at any time by posting a revised version on profify.ca and providing notice of material changes. During the Initial Term, the Business Terms in effect as of the Effective Date apply. Upon each Renewal Term, the then-current version of the Business Terms shall apply.

No purchasing document or standard terms submitted by the Customer (including a purchase order or master services agreement) shall be deemed to modify this Agreement unless expressly pre-authorized in writing by Profify.

13. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. The parties agree that electronic signatures are valid and binding in accordance with the Electronic Commerce Act, 2000 (Ontario) and the federal Electronic Transactions Act and are deemed equivalent to handwritten signatures for all purposes of validity, enforceability, and admissibility.

Counterparts may be exchanged by email (including PDF) or via an electronic signature platform (such as DocuSign or Adobe Sign) and shall be deemed duly delivered and effective upon transmission.

14. NOTICES

The parties agree to use electronic means to deliver notices under this Agreement. Notices from Profify to the Customer will be delivered to the email address specified in the Ordering Document. Notices from the Customer to Profify must be sent to business@profify.ca or in writing to:

Profify Inc.
111 Elizabeth Street, Toronto, ON M5G 1P7, Canada

Notices are deemed received on the day they are sent by email (if no delivery failure notice is received) or on the date of delivery if sent by courier or registered mail.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to the same subject matter.

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before initiating any formal proceedings, the parties agree to attempt in good faith to resolve any dispute through senior-level negotiations. Either party may initiate this process by providing written notice to the other describing the nature of the dispute. The parties will have thirty (30) days from such notice to attempt to resolve the matter informally.

16.2 Mediation

If informal negotiation is unsuccessful, either party may refer the dispute to non-binding mediation administered by a mutually agreed Canadian mediation provider. Costs of mediation shall be shared equally, unless the parties agree otherwise. Either party may withdraw from mediation after one session if resolution is not in sight.

16.3 Courts of Ontario

If the dispute remains unresolved after mediation, either party may bring proceedings before the courts of the Province of Ontario, Canada, which shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. NON-SOLICITATION AND NON-CIRCUMVENTION

18.1 Non-Solicitation of Profify Personnel

During the Term of this Agreement and for one (1) year following its termination or expiry, the Customer agrees not to directly or indirectly solicit, recruit, or offer employment or business cooperation to any employee, consultant, or contractor of Profify who was involved in the performance of this Agreement, without Profify's prior written consent.

18.2 Non-Circumvention

During the Term and for one (1) year following termination or expiry, the Customer agrees not to directly or indirectly engage, solicit, contract with, or accept services from any Tutor/Coach who provided services to the Customer's Authorized Users through the Profify Platform, outside of the Profify Platform, without Profify's prior written consent.

19. ASSIGNMENT

Neither party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Profify may assign this Agreement in its entirety, without the Customer's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided Profify gives the Customer written notice of such assignment.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid, void, or unenforceable under applicable law, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions. The parties shall negotiate in good faith to replace the invalid provision with an enforceable provision that approximates as closely as possible the original intent and commercial effect.

21. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemic, or widespread infrastructure failures ("Force Majeure Event"). The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate the Agreement on written notice without penalty.

22. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach is not a waiver of any subsequent breach.

23. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, franchise, or joint venture relationship between Profify and the Customer or its Authorized Users. Neither party has authority to bind the other or incur obligations on the other's behalf.

24. CONTACT

For questions about these Business Terms or to discuss a Business Plan, please contact:
Profify Inc.
111 Elizabeth Street, Toronto, ON M5G 1P7, Canada
Email: business@profify.ca
Website: profify.ca

Questions about a Business Plan? Contact us at business@profify.ca

The Profify Team

Profify Inc. — 111 Elizabeth Street, Toronto, ON M5G 1P7, Canada