These Circus Terms of Service ("Terms") form a binding agreement between you, the User (as defined below) and Circus Technologies Inc. (“Circus”, “we”, “us” “our”, collectively with User, the “Parties” and each, a “Party”, and such agreement, the “Agreement”). The Terms govern your use and access to Circus’ production management and payment platform, including Circus’ website (https://www.circushr.com) and the associated domains thereof (the “Site”), Circus’ web or other applications (together, the “Applications”) and the Services (as defined below, collectively with the Site and Applications, the “Platform”). 

This Agreement is entered into the earlier of: (A) the date User first uses any part of the Platform; and (B) the date User agrees to be bound by this Agreement (the “Effective Date”).

These Terms apply to all persons who use or access the Platform on behalf of an organization or in an individual capacity, including authorized users representing an organization, its employees, or other persons using or accessing the Platform (“you”, collectively, “Users” and each, a “User”). If you are agreeing to these terms on behalf of an organization (e.g. a production company, such organization referred to herein as “Producer”) or an individual other than yourself, you represent and warrant that you have the authority to bind that Producer or individual to this Agreement, and your agreement to these terms will be treated as the agreement of such organization or individual. In that event, “you” or “User” also refers to that Producer or individual.

BY USING ANY ELEMENT OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION ‎2(‎a)‎(i). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE PLATFORM, INCLUDING USE OF ANY PART THEREOF. YOU FURTHER REPRESENT AND WARRANT TO CIRCUS THAT (A) YOU HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE; AND (B) YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.

1. Providing the Platform; Services
   
   

   1. The Platform. Through its Platform, Circus offers certain content, products, and services, including those detailed on our website (as may be updated, modified, or otherwise changed from time to time, collectively, the “Services”). Subject to User’s compliance with the terms and conditions of this Agreement, Circus will make the Platform, including the Services available to User on the terms and conditions set out in this Agreement.
      
      

   2. Additional Service Terms. Circus’ provision of any Service is subject to these Terms of Service and any supplemental service-specific terms referenced in these Terms or that Circus may share when User signs up for a Service (each, “Service-Specific Terms”). These Service-Specific Terms are hereby incorporated into the Terms of Service. If there's a conflict between the Terms here and the Service-Specific Terms, the Service-Specific Terms will take precedence. User can accept the Service-Specific Terms by clicking a button or by using the Services. By doing so, User agrees to follow the Service-Specific Terms from that point on.
      
      

   3. Producer-Specific Terms. Where User is also a Producer, the Producer-Specific Terms following these general Terms of Service also apply to Producer’s use and access of the Platform. Such Producer-Specific Terms are hereby incorporated into these Terms of Service and this Agreement. If there's a conflict between the Terms of Service and the Producer-Specific Terms, the Producer-Specific Terms will take precedence to the extent of the conflict.
      
      

   4. Authorized User Access to the Services. If User is a Producer, Producer acknowledges that the access and use of the Services by your authorized cast, crew and other personnel (“Workers”) is conditioned upon each Worker’s acceptance of these Terms of Service. Producer acknowledges and agrees that Workers who do not agree to the Terms will not be able to access or use the Services to which Producer may be subscribed.
      
      
      

2. Changes

   Circus May Modify. To the extent permitted by applicable laws, rules, regulations, orders, licenses or permits issued thereunder (“Applicable Law”) we reserve the right to:

   1. change any element of these Terms at any time. When we change these Terms of Service, we will: (A) place a notice on the Platform, send Users an email, and/or notify Users by some other means as required by Applicable Law; (B) post a new version to the Website; and (C) update the “Last Updated” date at the top of these Terms of Service. We may require Users to provide consent to the updated Terms of Service in a specified manner before further use of the Platform is permitted. If User does not agree to any change(s) after receiving a notice of such change(s), User agrees to stop using the Platform. Otherwise, User’s continued access to or use of the Platform after any changes to these Terms of Service indicates User’s acceptance of such changes;
      
      

   2. change any element of the Platform at any time, without notice. We may, at our sole discretion, suspend or terminate User’s access to or use of the Platform or any component thereof, including any Services: (A) for scheduled maintenance; (B) due to a force majeure event; (C) if we believe that User have violated any provision of these Terms of Service or any other use guidelines we provide to User or are posted on the Platform; (D) to address any emergency security concerns; or (E) if required to do so by a regulatory body or as a result of a change in Applicable Law;
      
      

   3. make any modifications or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to Users. We will have no liability for any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of Users’ access to or use of the Platform.
      
      

   4. require Users to update third-party software from time to time to use the Platform;
      
      

   5. engage third parties, including cloud service providers, to provide the Platform or the Services.
      
      
      

3. Intellectual Property
   
   

   1. User Data. Subject to the terms and conditions of this Agreement, User grants (and if User is Producer, will cause each of its Workers to grant) to Circus a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, fully paid-up, and worldwide license to collect, access, store, use, copy, modify,, display, reproduce, perform, develop all User Data, including any data, information or other content forming part thereof, to (i) provide the Platform, including sharing User Data with Circus’ third-party sub-contractors in connection with services provided by such third-party subcontractors; (ii) create, improve and enhance the Platform, including the Services and other Circus offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Producer (such data, information and materials, the “Aggregated Data”). Circus may use Aggregated Data for any purpose and without restriction or obligation to User or any third party. “User Data” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, documents, information, data, records, files or other materials that: (i) User loads, transmits or enters to, or creates on the Platform or otherwise provides to Circus; and (ii) Circus obtains from Users’ servers or systems or from third parties on a User’s behalf (including Personal Information and work profile details such as  union member status and identification numbers, representation details, contact details, residency details, payroll details as well as Producer-generated or Worker-generated data such as Worker-specific contract terms).
      
      

   2. Circus IP. Circus expressly reserves all rights, title, and interest in, and User will not acquire any right, title or interest in: (i) the Platform (or any part thereof); (ii) any text, graphics, images, music, software, audio, video, works of authorship of any kind, documents, information, data, records, files or other materials (“Content”) that are posted, generated, provided, or otherwise made available through the Platform by Circus, other than User Data and any other Content provided by Circus to its Users, including any and all modifications to any of the foregoing; and (iii) all intellectual property rights in any of the foregoing (clauses (i)-(iii) are collectively, the “Circus Property”). All rights, title and interest in the Circus Property will remain with Circus (or Circus' third-party suppliers, as applicable). For greater certainty, the Circus Property is licensed and not “sold” to User.
      
      
      

4. Privacy

   We will not disclose, trade, rent, sell or otherwise transfer your personal information except as set out in these Terms of Service. We will not sell User Data to third parties or advertisers.  User acknowledges and agrees to Circus' access, use, collection, storage and disclosure of personal information for the purposes authorized under these Terms of Service and in accordance with Circus' privacy policy. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect personal information, and comply with all data protection laws generally applicable to us.
   
   
   

5. User Accounts; Restrictions
   
   

   1. Account Security. Users may only use the Platform through their User account. All Users are responsible for the activity occurring under their User accounts, including access to and use of the Platform. Users may not share their User account or login credentials with any other person and will take reasonable steps to adequately secure and keep confidential any such credentials. Users will promptly notify Circus of any actual or suspected unauthorized use of the Platform. Circus reserves the right to suspend, deactivate, or replace any User account if it determines that such account may have been used for an unauthorized purpose.
      
      

   2. Use Restrictions. Without limiting the generality of any of the foregoing, Users will not, and will not permit any other person to: (i) use the Platform other than as permitted by these Terms of Service; (ii) use the Platform to upload, collect, transmit, store, use, disclose or process, or ask Circus to obtain from third parties or perform any of the above with respect to, any User Data: (A) that User does not have the lawful right to upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; (B) in a manner that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (C) that is tortious, defamatory, obscene, or offensive, or that violates, or encourages any conduct that may violate, any Applicable Laws or would give rise to civil or criminal liability; (iii) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code; (iv) or use the Platform for the purpose of building a similar or competitive product or service.
      
      
      

6. E-Signatures
   
   

   1. E-Signatures Service. Circus provides an electronic signature service (“E-Signatures”) which allows parties to sign documents electronically. Each time that User uses E-Signatures, User is expressly: (i) affirming that User is able to access and view the document User is electronically signing via E-Signatures (the “Document”); (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. While many Users prefer the convenience of electronic signatures, using E-Signatures to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should: (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via E-Signatures; and (iii) obtain a physical copy of the Document for User to sign. With the exception of documents for which User has a legal right to receive a physical copy or original from Circus, obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Circus has no responsibility or liability with respect to such matter.
      
      

   2. Circus not responsible for Documents. Circus has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from such Documents. Circus makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA E-SIGNATURES.
      
      
      

7. Support

   Users will have access to Circus' technical support through the available live-chat messaging service available to both logged in and logged out users or by email at support@circushr.com.
   
   
   

8. Confidential Information
   
   

   1. Definitions. For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all Circus Property (including any part thereof), whether marked as “confidential” or not, will be Circus' Confidential Information and will not be User’s Confidential Information.
      
      

   2. Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section ‎8 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
      
      

   3. Exceptions to Confidentiality. Notwithstanding Section ‎8(‎b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to Circus' business; (iii) in the case of Circus, to potential assignees, acquirers or successors of Circus if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Circus.
      
      
      

9. Platform Partners
   
   

   1. Platform Partner Information on the Platform. The Platform may contain information or referrals with respect to engaging the services of certain third parties, such as for the provision of onboarding or payment integrations (such third parties, the “Platform Partners”). Users may separately enter into an agreement with a Platform Partner on such terms and conditions as may be agreed between User and that Platform Partner.
      
      

   2. Circus a Party to Platform Partner Agreements.  If User engages the services of a Platform Partner, User acknowledges that User is engaging directly with the Platform Partner it selects and not with Circus, and that Circus is not a party to and will be in no way responsible for the performance of either User or the Platform Partner. Circus does not make any representations or warranties of any kind in respect of any Platform Partners and User acknowledges that Circus is not an agent or representative of User or any Platform Partner. User is responsible for applying, managing, inspecting, accepting and paying for services and deliverables provided under any agreements with Platform Partners.
      
      

   3. Sharing User Data with Platform Partners. At the request of the User, if a Platform Partner is activated on the Platform, either through an integration or otherwise, Circus may send User Data or documents directly to Platform Partner administrators on such terms and conditions as may be agreed between User and that Platform Partner.
      
      
      

10. Warranty; Disclaimer; Indemnity
    
    

    1. User Warranty. User represents and warrants to, and covenants with Circus that the User Data it uploads, provides, transmits or processes to or through the Platform will only contain Personal Information in respect of which User has obtained all applicable third party consents, authority and permissions, and has made all applicable third party disclosures (including to each Worker), in each case as required by Applicable Laws, regarding all collection, storage, access, use, disclosure and transmission of Personal Information if applicable.
       
       

    2. User Responsible for User Data. User acknowledges that it is solely responsible for providing current, accurate and complete User Data and, where user is a Producer, current, accurate and complete documents for each of its Workers (including the enrolment of new Workers as Users) and under no circumstances will Circus be liable for User’s failure to do so. User shall indemnify Circus for any such failure pursuant to Section ‎10(‎e)(i).
       
       

    3. Resources Disclaimer. Circus makes no guarantees about the availability, reliability, accuracy or legality of the content, tools and resources that may be provided, for example, budget or contract templates (all such tools and resources, the “Circus Resources”). The Circus Resources are provided for informational purposes and User agrees that under no circumstance are the Circus Resources to be construed as us providing professional or legal services or advice. Circus strictly advises all Users to seek legal counsel or professional accounting assistance when utilizing the Circus Resources. User is solely responsible for complying with all Applicable Laws including employment and labour laws, privacy laws, and tax laws.
       
       

    4. GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CIRCUS ARE PROVIDED “AS IS”, “AS AVAILABLE”.
       
       TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIRCUS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CIRCUS DOES NOT WARRANT THAT THE PLATFORM (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CIRCUS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED IN CONNECTION WITH USE OF THE PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USERS FOR ANY PURPOSE WHATSOEVER.
       
       

    5. Indemnity. User will defend, indemnify and hold harmless Circus, its employees, officers, directors, affiliates, licensees, agents, contractors, successors, and assigns (collectively, the “Circus Entities”) against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and reasonably legal fees), directly or indirectly arising from or in connection with, or relating to: (i) User Data; (ii) User breach of any of obligations, representations or warranties under this Agreement; (iii) use of the Platform (or any part thereof) in combination with any third party software, application or service; (iv) User misrepresentation, criminal behaviour or gross negligence; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of User’s use of the Platform (or any part thereof) contrary to the terms of this Agreement. User will fully cooperate with Circus in the defense of any claim User defends pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Circus.
       
       
       

11. Limitation of Liabilities

    The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

    1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CIRCUS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CIRCUS' THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
       
       

    2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CIRCUS BE LIABLE TO PRODUCER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
       
       
       

12. Termination
    
    

    1. Termination by Circus. Circus may terminate this Agreement and User’s access to the Platform in its sole discretion at any time unless otherwise set forth in any applicable Service-Specific Terms or other written agreement between the Parties.
       
       

    2. Effect of Termination. Upon termination of the Agreement, User will immediately cease accessing or using the Platform. Any use or access of the Platform beyond the date of Termination will continue to be subject to this Agreement.
       
       

    3. Survival. The following sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section ‎3 (Intellectual Property), Section ‎8 (Confidential Information), Section ‎10 (Warranty; Disclaimer; Indemnity), Section ‎11 (Limitation of Liabilities), Section ‎12(‎c) (Survival), Section ‎13 (Disputes) and Section 14 (General Provisions).
       
       
       

13. Disputes
    
    

    1. Mandatory Arbitration. TO THE EXTENT PERMITTED BY LAW, any controversy, claim or dispute arising out of, relating to, or in respect of the Agreement, including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with this Agreement (a “Dispute”), will be handled according to the provisions set out below:
       
       

       1. We are available by email to address any concerns you may have regarding your use of the Circus Platform. Most concerns may be quickly resolved in this manner. 
          
          

       2. If we and you do not reach an agreed upon solution within a period of 30 days of the initial response to a concern brought by a Party, then the Dispute will be referred to and determined by a single arbitrator in a final and binding arbitration administered under the National Arbitration Rules of the ADR Institute of Canada, Inc. If the parties to the Dispute have not agreed upon the arbitrator within 14 days, the Parties will ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. The seat of the arbitration will be the same as the provincial or territorial law governing this Agreement. The arbitration will be heard in Vancouver, British Columbia. The costs and expenses of the arbitrator will be shared equally between the parties to the Dispute.  The Parties have no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. in addition to any other restriction on the tribunal in this Agreement, in no event will the arbitral tribunal award, or have any jurisdiction to award, punitive or exemplary damages against any Party. All Disputes referred to arbitration (including the scope of this Agreement to arbitrate, the law relating to the enforcement of this Agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) will be governed by the law of the seat, and the Parties hereby irrevocably consent to venue in Vancouver, British Columbia, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, subject to the requirements for arbitration hereunder, with respect to the terms of, and the transactions and relationships contemplated by, this Agreement. Notwithstanding this provision, either Party may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, will be confidential. The deemed undertaking rule will apply. No document or other evidence or information prepared for or produced by or on behalf of the parties to the Dispute will be disclosed to any non-party to the arbitration. You agree that you will not contest venue, and you waive any rights you may have to initiate, transfer, or change the venue of any litigation arising from or related to this Agreement.
          
          

    2. Class Action Waiver. TO THE EXTENT PERMITTED BY LAW, you further agree that any lawsuit or arbitration will be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive the right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above will be deemed null and void in its entirety and the Parties will be deemed to have not agreed to arbitrate disputes.
       
       
       

14. General Provisions
    
    

    1. Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent:
       
       

       1. if to Circus, to the following address:
          Circus Technologies Inc.
          c/o Osler, Hoskin & Harcourt LLP
          Bentall Four
          1055 Dunsmuir St, Suite 3000
          Vancouver, BC V7X 1K8, Canada
          notices@circushr.com
          
          

       2. if to User, to the current postal or email address that Circus has on file with respect to such User. Circus may change its contact information by posting the new contact information on the Circus Website or by giving notice thereof to User. Producer and User are solely responsible for keeping their contact information on file with Circus through the Circus Platform current at all times during the Term.
          
          

    2. Assignment. User may not assign this Agreement to any third party without Circus’ prior written consent. Circus may assign this Agreement or any rights under this Agreement to any third party without User’s consent. Any assignment in violation of this section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
       
       

    3. Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
       
       

    4. Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Circus in this Agreement means the right of Circus to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to User.
       
       

    5. Force Majeure. Circus will not be liable for delays caused by any event or circumstances beyond Circus' reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Circus employees), Internet service provider failures or delays, cyber-attacks, or the unavailability or modification by third parties of third-party websites.
       
       

    6. Severable. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
       
       

    7. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
       
       

    8. Independent Contractors. The Parties’ relationship is that of an independent contractor, and neither Party is an agent or partner of the other. User will not have, and will not represent to any third party that it has, any authority to act on behalf of Circus.
       
       

    9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
       
       

    10. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
        
        
        

Producer-Specific Terms

1. Form of Agreement
   
   

   1. Agreement Structure. Where User is a Producer, the following terms also apply to Producer’s access and use of the Platform. The Agreement between Producer and Circus relating to such provision of the Platform is comprised of the following, in descending order of precedence:
      
      

      1. i. an order, online registration and subscription selection form referencing these Producer-Specific Terms or the general Terms of Service (the “Order Form”)

      2. any applicable Service-Specific Terms

      3. these Producer-Specific Terms; and

      4. the Circus Terms of Service.
         
         

   2. Definitions. Any terms not defined in these Producer Terms of Service have the definition assigned to them in the Order Form.
      
      
      

2. Subscription Term & Termination
   
   

   1. Term. This Agreement is entered into the earlier of: (i) the date Producer or any of its authorized Users first use any part of the Platform; and (ii) the date identified as the Effective Date in an applicable Order Form (the “Effective Date”) and will expire upon the expiration of the term identified in such Order Form (the “Subscription Term”)
      
      

   2. Termination for Cause. Circus may terminate this Agreement and Producer’s and its Users’ access to the Platform for pursuant to Section ‎12(‎a) of the Circus Terms of Service in its sole discretion at any time unless otherwise set forth in any applicable Service-Specific Terms or other written agreement between the Parties.
      
      

   3. Termination for Convenience. Producer may terminate this Agreement in its sole discretion upon 60 days’ prior written notice to Circus.
      
      

   4. Effect of Termination. Upon expiration or termination of the Agreement, Producer and its Users will immediately cease accessing or using the Platform. Any use or access of the Platform beyond the date of Termination will continue to be subject to this Agreement. 
      
      

   5. Survival. The following Sections of these Producer-Specific Terms and the sections identified in Section ‎12(‎c) (Survival) of the Terms of Service, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section ‎2 (Subscription Term & Termination), Section ‎‎6 (Producer Data), Section ‎7 (Producer Indemnity), Section ‎8 (Disclaimers), Section ‎9 (Limitation of Liabilities), Section ‎10 (‎Disputes) and Section 11 (General).
      
      
      

3. Subscription Term & Termination
   
   

   1. User Accounts. Upon request from Producer’s  authorized representative, Circus may issue one administrator account (the “Workspace  Admin”) to Producer that enables Producer to further create productions and issue accounts to all individuals to those productions who are an employee, contractor, volunteer or other personnel of Producer that Producer wishes to have access to and use of the Platform (“User Accounts”), whether directly by creating User Accounts on the Platform or indirectly by directing Users to sign up with Circus on the Platform. Users may only use the Platform through their User Account. Producer is responsible for the compliance by Users with this Agreement, and any and all activity occurring under their User Accounts relating to a production managed by Producer, including access to and use of the Platform. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions, including, actions that Producer, a Production Admin, or anyone that Circus reasonably believes to be such entities directs or instructs Circus to take on its behalf. Producer will not allow Users to share their User Account with any other person. Producer will promptly notify Circus of any actual or suspected unauthorized use of the Platform. Circus reserves the right to suspend, deactivate, or replace the Production Admin or any User Account if it determines that the Production Admin Account or any User Account may have been used for an unauthorized purpose.
      
      

   2. Restrictions on Use. Without limiting the generality of any of the foregoing, Producer will not, and will not permit any other person (including any Users) to use the Platform in violation of Section ‎5(‎b) of the Terms of Use.
      
      
      

4. Changes

   Circus will have no liability for any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of Producer’s or its Users access to or use of the Platform.
   
   
   

5. Fees
   
   

   1. Fees. Producer shall pay to Circus the Fees as set forth in the Order Form or as otherwise presented on the Platform without off-set or deduction. If Producer fails to make any payment when due, without limiting Circus’ other rights and remedies: (i) Circus may charge interest on the past due amount at the rate of 20% per annum or, if lower, the maximum amount permitted under Applicable Law; (ii) Producer shall reimburse Circus for all costs incurred by Circus in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Circus may suspend Producer’s and its Users' access to any portion or all of the Services until such amounts are paid in full.
      
      

   2. Fee Increases. After expiration of the Initial Term, Circus may increase Fees upon 90 days’ notice to Producer. 
      
      

   3. Taxes. All Fees and other amounts payable by Producer under this Agreement are exclusive of taxes and similar assessments. Producer is responsible for all harmonized sales tax (“HST”), provincial sales tax (“PST”), goods and services tax (“GST”), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Producer hereunder, other than any taxes imposed on Circus’ income.
      
      
      

6. Producer Data
   
   

   1. User License to Producer Data. Circus may facilitate and Users may create and maintain individual accounts to use the Platform unrelated to Producer (each an “Individual Account”). Producer hereby grants Circus a nonexclusive, worldwide, royalty-free, sub-licensable (to Users), irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit Producer Data that constitutes Work Information to maintain such Individual Accounts. 
      
      

   2. “Producer Data” means data, information, content, records, and files that Users load, transmit to or enter into the Platform or otherwise provide to Circus relating to a production managed by Producer and any data, information, content, records and files that Circus obtains from User’s servers or systems or from third parties on User’s behalf (including Personal Information and work details such as  union member status and identification numbers, representation details, contact details, residency details, payroll details as well as Producer-generated or User-generated data such as User-specific contract terms)
      
      

   3. "Work Information" means Producer Data that is related to a User’s work or employment including roles, employment/contractor status, employment/contractor duration and other information that is loaded, entered into, transmitted to, or made available in the Platform.
      
      

   4. Producer Data Retrieval. If Producer requires assistance in retrieving its Producer Data during the term, Circus will provide reasonable assistance at Producer’s cost. While Producer Data may be available for retrieval for 30 days after the termination or expiration of this Agreement, Circus strongly recommends retrieving Producer Data prior to the end of the term.
      
      
      

7. Producer Indemnity

   In addition to its indemnity obligations as a User pursuant to Section ‎10(‎e) of the Terms of Service and any indemnity obligations pursuant to Service-Specific Terms, Producer will defend, indemnify and hold harmless the Circus Entities against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and reasonably legal fees), directly or indirectly arising from or in connection with, or relating to Producer Data. Producer will fully cooperate with Circus in the defense of any claim it defends pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Circus.
   
   
   

8. Disclaimer
   
   

   1. Producer responsible for Producer Data. Producer acknowledges that it is solely responsible for providing current, accurate and complete Producer Data and documents of each of its Users (including the enrolment of new Users) and under no circumstances will Circus be liable for Producer’s failure to do so. Producer shall indemnify Circus for any such failure pursuant to Section ‎‎7.
      
      

   2. Data Loss Disclaimer. Although we may perform regular backups of Producer Data, we do not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. We will provide support to Producer and attempt to troubleshoot any known or discovered issues that may affect Producer Data backups, but Producer acknowledges that we have no liability related to the integrity of such backups or the failure to successfully restore Producer Data to a usable state. Producer agrees to maintain a complete and accurate copy of any Producer Data in a location independent of the Platform.
      
      
      

9. Limitation of Liabilities

   The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

   1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CIRCUS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE LESSER OF (i) THE VALUE OF FEES ACTUALLY PAID BY PRODUCER TO CIRCUS PURSUANT TO THIS AGREEMENT IN THE 12-MONTH PERIOD FOR THE PRECEDING THE EVENT AND FOR THE SPECIFIC PRODUCTION GIVING RISE TO THE CLAIM, NOT INCLUDING AMOUNTS PAID/PAYABLE TO WORKERS; OR (ii) CAD $50,000. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CIRCUS' THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
      
      
      

10. Disputes
    
    

    1. Additional Terms. In addition to the arbitration terms set out in Section ‎13(a) of the Circus Terms of Service, the Parties agree that: (i) any dispute related to Producer’s failure to pay any invoiced Fees are not subject to mandatory arbitration and may be settled through the appropriate court system; (ii) the arbitral tribunal will be conducted on an expedited basis and will render its final award and the reasons for the award within 45 days of the conclusion of the hearing, unless such time is reduced or extended by the tribunal after giving the Parties an opportunity to be heard; (iii) no Party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, confidential information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction; and (iv)  no arbitration award will have an effect of preclusion or collateral estoppel in any other adjudication or arbitration.
       
       
       

11. General
    
    

    1. Assignment. Neither Party may assign this Agreement to any third party without the other Party’s prior written consent. Nevertheless, Circus may assign this Agreement or any rights under this Agreement to any acquirers or successors of Circus in connection with a sale, merger, amalgamation or other change or control or corporate transaction involving the business or assets of Circus. Any assignment in violation of this section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
       
       

    2. Publicity. Circus may include Producer’s name, logo, production title name and key art in a list of our customers, online or in promotional, sales, or advertising materials.
       
       

    3. Force Majeure. Except for a Party’s obligation to make payments under this Agreement, neither Party will be liable for delays caused by any event or circumstances beyond Circus' reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Circus employees), Internet service provider failures or delays, cyber-attacks, or the unavailability or modification by third parties of third-party websites.
       
       
       

12. Payment Services – Service-Specific Terms
    
    

    1. Payment Services. Producer may enrol in certain payment services through the Platform by which Producer may electronically pay its talent, crew and other production staff for their services on theatrical motion pictures, television projects, commercials, and other productions on a project-by-project basis (the “Payment Services”). Producer may access and use the Payment Services for each production for which Producer has enrolled in such Payment Services (each such production, a “Production”) for such crew, talent and other persons onboarded onto the production via the Platform, including without limitation all necessary documents required from Producer by for Circus to accept providing payments to such persons (collectively, the “Personnel”).  
       
       

    2. Payroll Fees + Taxes. Producer shall pay Circus all fees, charges, and any other sums specified on the Platform (such fees, the “Payroll Fees”). Unless otherwise specified in the Order Form, Circus may increase the Payroll Fees (i) at the beginning of each calendar year or (ii) upon 30 days written notice to Producer. All fees payable hereunder are exclusive of any applicable GST, PST, HST or other sales tax. Circus shall be entitled to collect all such taxes from Producer in addition to such fees. Producer shall be solely responsible for the cost of all income, employment, sales, withholding and similar taxes and assessments or contributions payable with respect to Personnel as a result of or in connection with their services rendered on the Production.
       
       

    3. Producer Responsibilities. 
       
       

       1. Prior to commencing use of the Payment Services to issue payments to personnel, Producer must: (A) successfully connect their bank account to the Platform and ensure that such an account carries available funds in an amount equal to or exceeding remuneration payable to Personnel plus any applicable Payroll Fees, taxes, government levies or other liabilities (statutory or otherwise) associated with such remuneration; and (B) upload to the Platform complete, accurate and detailed information respecting the Personnel and the Production as are reasonably required or requested to enable Circus to fulfill its obligations in providing the Payment Services or in accordance with Applicable Law. 
          
          

       2. Furthermore, Producer will: (A) on or before any Personnel start work on the Production, provide to Circus via the Platform the production company name and its incorporation documents (or if not incorporated, its business registration), ensure that Personnel have been onboarded to the Platform (including completing their Deal Memos) and have agreed to the Circus Terms of Service; and (B) ensure that at all times, it maintains enough funds in Producer’s connected bank account to pay all amounts when due.
          
          

       3. Producer acknowledges Producer is solely responsible for and shall attend to all registrations, filings, reporting and other compliance requirements in respect of Producer itself and the Personnel, whether in respect of the Production or any other business it may carry on in Canada or elsewhere, as required under the applicable laws, regulations or policies of Canada and elsewhere.
          
          

       4. During the term of the Agreement, Producer shall obtain and maintain in full force and effect, by an insurance company licensed to transact business in the jurisdiction in which Producer operates, and having an A.M. Best rating of B+ or better and not otherwise excluded by Circus, commercial general liability (“CGL”) insurance, with limits of not less than $2,000,000 inclusive per occurrence for bodily injury, death and damage to property which shall in all respects be satisfactory to Circus and shall be maintained continuously from the Effective Date of the Agreement. This coverage shall include Premises & Operations, Products & Completed Operations, Blanket Contractual Liability, Cross Liability & Severability of Interest, Personal Injury and a Non-Owned Automobile endorsement. Contingent Employers liability insurance shall be provided if all Personnel are covered by Workers Compensation and Full Employers Liability insurance shall be provided for Personnel who are not so covered. Circus shall accept in place of the above-mentioned insurance policy structure any combination of primary CGL and Excess CGL insurance or umbrella liability policies which provide the same total limits and coverage. Such insurance shall include Circus (and its parent/subsidiary/related/affiliated companies and officers, directors, agents and employees) (collectively, “Circus Additional Insureds”) as additional insureds for liabilities arising out of the operations of Producer. Producer must upload a Certificate of Insurance or other proof of purchase of insurance for all forms of insurance coverage specified herein to the Platform before enrolling in Payroll Services. The specified insurance coverage shall be maintained at all times for the term of this Agreement. Circus (and its parent/subsidiary/related/affiliated companies and officers, directors, agents and employees) shall be named as an additional insured on all policies referred to in this Agreement.  Such policies shall provide at least 30 days written notice to Circus before any modification or termination of any such policy. Where the policy does not so provide, Producer shall be obligated to provide each additional or named insured with not less than 30 days’ written notice in advance of any cancellation, change, or amendment restricting coverage. 
          
          

    4. Payment Services Indemnity. In addition to Producer’s indemnification obligations set forth in the Circus Terms of Service and these Producer-Specific Terms, Producer shall indemnify and hold the Circus Entities harmless and shall defend the Circus Entities from and against any and all claims, causes of action, losses, liabilities, demands, fees (including reasonable attorneys’ fees), costs, interest, fines, penalties, assessments, or any form of legal, equitable, or other relief (“Claims”) whatsoever which may arise out of, under, in respect of or is or may be in any way, directly or indirectly, related, connected with or attributable to: (i) services performed by Personnel or any other persons or entities on the Production, (ii) bodily/personal injury or property damage allegedly caused by Personnel or any other persons or entities rendering services on the Production, (iii) any violation of law, regulation, ordinance, collective bargaining agreement, or any other agreement/arrangement or legal or contractual duty concerning payment of compensation for services of Personnel (including overtime Claims attributable to Producer’s or a collective bargaining agreement’s misclassification of Personnel as exempt from applicable overtime wage and hour rules), (iv) misclassification of any loan-out companies or individual Personnel engaged by Producer to supply services of Personnel as independent contractors not subject to withholding of income, employment or payroll taxes on payments to such loan-out companies or individual Personnel for services of such Personnel, (v) any failure by Producer or any other person to withhold or pay any income, employment or payroll taxes, (vi) Producer’s breach of its obligations under this Section ‎12; (vii) the negligence or willful misconduct of Producer with respect to the Payment Services; (viii) any alleged violations of any applicable jurisdictions’ laws relating to work injury discrimination or employer serious and willful misconduct; (ix) any alleged violation of any applicable jurisdictions’ wage theft prevention laws or regulations; or (x) an investigation, direction or order of a workers’ compensation, labour relations, employment standards, workplace insurance, or safety standards board or tribunal, or any other governmental or regulatory body or other authority in any way related to or arising out of the Payment Services.