Simplero VIP Day Agreement

By submitting this Agreement, the customer (“Customer”) has retained Your Canadian V-Eh, (“Service Provider”) to proceed with the requested services, and agrees to the terms and conditions as set forth within this agreement.

Contract Services:

1. Description of Services: The Service Provider will provide Business Services to the Customer as described in Exhibit A.

2. Payment: The Customer will pay two payments – the first payment being $750 CAD at the time of booking, and the second payment being $750 CAD no later than 24 hours prior to the scheduled VIP day. The first payment of $750 CAD is nonrefundable. The Customer may submit a written request for a later date for the VIP day a minimum of 7 days prior to the scheduled VIP day. If the Customer has submitted a written request at least 7 days prior to the scheduled VIP day for a different date, the $750 CAD nonrefundable deposit may be transferred to the new date. The $750 CAD nonrefundable deposit is valid for 90 days, and the VIP day must be used within that 90 days for the nonrefundable deposit to be applied. If the Customer does not make the second payment of $750 CAD at least 24 hours prior to the scheduled VIP day, or if the Customer does not provide the necessary information for the Service Provider to complete work, the $750 CAD deposit will be forfeited. The Customer may request a later date less than 7 days prior to the scheduled VIP day with a $200 fee, but the new date must be within the 90 day valid window.

3. Relationship of Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

4. Confidentiality: The Customer recognizes that the Service Provider has and will have the following proprietary information: products, prices, future plans, client database and personal information. Other information (collectively “Information”) which are valuable, special and unique assets of the Client. The Service Provider agrees not to, at any time or in any manner, either directly or indirectly, use any Information for Service Provider’s own benefit, or divulge, disclose, or communicate any Information to any third party without the prior written consent of the Client. The Service Provider will protect the Information and treat it as strictly confidential.

5. Entire Agreement: This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreement between the parties.

6. Severability: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

7. Amendment and Modification: This Agreement may only be amended or modified in writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

8. Waiver of Contractual Right: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision.

9. Limitation of Liability: The service provider is not liable to the Customer or any third party for loss of use, lose of revenue or profit, or any other monetary compensations.

10. Governing Law: It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the province of Ontario, without regard to the jurisdiction in which any action or special proceeding may be instituted. The parties acknowledge and agree that any action arising out of, or related to, this Agreement, the breach or threatened breach of the Agreement, or to enforce its terms shall not be subject to the exclusive jurisdiction of the province of Ontario.

11. Term and Termination of the agreement: The VIP day includes up to 7 hours of work (typically from the hours of 8:00 am EST to 3 pm EST), in addition to a Zoom Strategy Session prior to the VIP day. Thirty days of email support is included immediately following the VIP day. Emails shall be answered within 24 hours Monday-Friday. The Customer may terminate the agreement at any time with the understanding that the initial $750 CAD deposit is nonrefundable. The Service Provider may terminate the agreement before the expiration date if the customer fails to pay the second payment after 15 days past the originally scheduled VIP day.

Exhibit A – VIP Day Statement of Work On the VIP Day, the Service Provider will provide up to 7 hours of work. This work typically will occur between 8 am EST and 3 pm EST. The Service Provider and the Customer will also conduct a Zoom Strategy Session approximately one week prior to the scheduled VIP day. The Service Provider will also provide 30 days of email support immediately following the VIP day.

The 30 days of email support following the VIP day is limited to emails, messages, and video tutorials. Emails will be responded to within 24 hours on business days. The 30 days of email support does not include additional work that was not completed during the VIP day. The Customer may book an additional day or half-day if it is determined that more work needs to be done after the VIP day.

All files created will be shared with the Customer via Google Drive, email, Canva, or email on the VIP day. It is the Customer’s responsibility to save all files created by the Service Provider to their computer, or Google Drive, including video tutorials. Requests for files to be re-shared by the Service Provider are not guaranteed.