Master Terms of Service
Comprehensive User Agreement, Liability Framework & Passive Computing Service Declaration
WARNING TO USERS IN QUEBEC / AVIS AUX UTILISATEURS DU QUÉBEC
Français : Les présentes conditions d'utilisation sont disponibles en français et en anglais. En utilisant la plateforme, vous confirmez votre volonté expresse d'être lié par la version anglaise (si applicable) après avoir eu l'opportunité de consulter la version française. Conformément à la Charte de la langue française (Québec), vous avez le droit d'exiger de recevoir tout document contractuel en français. Veuillez communiquer avec legal@crewd.ai pour obtenir la version française intégrale.
English: These Terms of Service are available in both French and English. By using the Platform, you confirm your express wish to be bound by the English version (if applicable) after having had the opportunity to consult the French version. Pursuant to the Charter of the French Language (Quebec), you have the right to demand any contractual document in French. Please contact legal@crewd.ai to obtain the full French-language version.
ARTICLE 1: INTRODUCTION AND ACCEPTANCE
1.1 The Agreement
These Master Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "You", "Your") and Crewd Inc. ("Crewd", "Company", "we", "us", "our"), a corporation incorporated under the federal laws of Canada, operating its principal place of business in the Province of Quebec. These Terms govern your access to and use of the Crewd mobile application, website, application programming interfaces (APIs), and all related digital services (collectively, the "Platform"). By accessing, browsing, registering for, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be irrevocably bound by these Terms and all policies incorporated herein by reference, including the Privacy Policy and the Data Processing Addendum (DPA). If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform and deactivate your account.
1.2 Age of Majority and Legal Capacity
You represent, warrant, and covenant to Crewd that:
- (a) You are at least the age of majority in your jurisdiction of residence, which is eighteen (18) years of age in the Province of Quebec pursuant to Article 153 of the Civil Code of Quebec, and eighteen (18) years of age in the Province of Ontario pursuant to the Age of Majority and Accountability Act;
- (b) If you are acting on behalf of a corporate entity, partnership, or sole proprietorship, you represent and warrant that you have full legal authority to bind such entity to these Terms, and that such entity is validly formed and in good standing under the laws of its jurisdiction of incorporation or registration;
- (c) You are not a person barred from receiving services or entering into binding contracts under the laws of Canada, any province thereof, or any other applicable jurisdiction;
- (d) All information you provide to Crewd during registration and ongoing use of the Platform is true, accurate, current, and complete, and you will promptly update such information to maintain its accuracy;
- (e) You have not been previously suspended or removed from the Platform, and you are not creating an account to circumvent a prior suspension or termination.
1.3 Acceptance by Access or Use
Your access to or use of the Platform, including without limitation: creating an account, posting a Job, submitting a bid or proposal, clocking in or out of a Job, processing or receiving a payment, or simply browsing the Platform's content, constitutes your express and unequivocal acceptance of these Terms in their entirety. No separate written signature is required for these Terms to be binding and enforceable against you. If you are accepting these Terms on behalf of a business entity, your acceptance binds that entity. Crewd's provision of access to the Platform following your acceptance of these Terms constitutes valid consideration for the obligations set forth herein.
1.4 Incorporation by Reference
These Terms incorporate by reference the following documents, which form an integral part of this Agreement: (i) Crewd's Privacy Policy, which governs the collection, use, and disclosure of personal information; (ii) Crewd's Data Processing Addendum (DPA), which governs Crewd's processing of personal data on your behalf where applicable; (iii) any supplementary terms, guidelines, or policies posted on the Platform from time to time. In the event of a conflict between these Terms and any supplementary policy, these Terms shall govern unless the supplementary policy expressly states otherwise.
ARTICLE 2: DEFINITIONS
In these Terms, the following capitalized terms shall have the meanings ascribed to them below. Where a term is used in these Terms without being defined, it shall be given its ordinary meaning in the context of the construction, trades, and technology industries in Canada.
2.1 "Platform"
"Platform" means the Crewd mobile application (available on iOS and Android), the Crewd website (including all subdomains and associated web applications), the Crewd application programming interfaces (APIs), any software development kits (SDKs) distributed by Crewd, and all related digital services, tools, content, and functionality made available by Crewd Inc. from time to time. The Platform operates as a passive digital infrastructure for facilitating connections between independent commercial entities and administering the financial, logistical, and documentary aspects of such connections.
2.2 "Provider" (referred to as "Supplier" on the Platform)
"Provider" (referred to as "Supplier" on the Platform) means any independent business entity, including without limitation any trades organization, specialized contractor, general trades company, incorporated entity, partnership, or sole proprietorship, that accesses the Platform to offer construction labour, skilled trades services, specialty trades services, or related workforce solutions to Seekers. A Provider is an independent commercial entity operating its own business, and this definition is expressly intended to exclude the classification of any Provider or its workers as employees of Crewd Inc. for any legal, regulatory, tax, or administrative purpose whatsoever. Where these Terms use the term "Provider," the Platform's user interface may display the term "Supplier" — these terms are legally synonymous throughout this Agreement.
2.3 "Seeker" (referred to as "Client" on the Platform)
"Seeker" (referred to as "Client" on the Platform) means any individual or entity accessing the Platform to post projects, post Job listings, requisition labour or skilled trades services, or engage Provider services for construction, renovation, maintenance, or other related projects. A Seeker is the party that identifies a need for skilled trades services and uses the Platform's matching functionality to identify and engage with Providers. Where these Terms use the term "Seeker," the Platform's user interface may display the term "Client" — these terms are legally synonymous throughout this Agreement.
2.4 "Services"
"Services" means the digital matchmaking, payment processing facilitation, time tracking, document management, and administrative facilitation services provided by Crewd Inc. through the Platform. The Services are strictly limited to digital, software-as-a-service functionality and expressly exclude any physical construction services, trades labour, site supervision, safety management, quality assurance, or any other services that involve physical presence at or interaction with any worksite or construction project.
2.5 "SaaS License Fee"
"SaaS License Fee" means the non-refundable fee charged by Crewd Inc. to Users for access to and use of the Platform's software-as-a-service functionality, including without limitation the matchmaking engine, the digital job board, the time-tracking module, the invoicing and payment processing infrastructure, the document storage system, and all related digital tools. The SaaS License Fee is expressly characterized as a technology access fee and not as a commission on labour, a placement fee, a referral fee, an employment agency fee, a temporary help agency fee, or any other fee that might imply an employment or staffing relationship between Crewd and any User.
2.6 "Passive Computing Service"
"Passive Computing Service" means the characterization of Crewd's role as a technology infrastructure provider that merely facilitates digital introductions and administrative transactions between independent commercial entities, without exercising any control, direction, supervision, or oversight over any physical work performed by any Provider or its workers at any worksite. This characterization is consistent with the nature of Crewd's business as a software company and is intended to distinguish Crewd from employment agencies, staffing agencies, temporary help agencies, general contractors, construction managers, and any other intermediary that exercises meaningful control over the physical performance of labour.
2.7 "Job"
"Job" means a specific project, engagement, work order, or labour requisition posted on the Platform by a Seeker, setting out the nature of the trades services required, the location of the worksite, the anticipated schedule and duration, the required qualifications and certifications, and the compensation terms. A Job posting on the Platform does not create any obligation on the part of Crewd Inc. to perform, guarantee, supervise, or ensure the completion of the work described therein.
2.8 "Engagement"
"Engagement" means any contractual relationship, arrangement, or commercial transaction between a Provider and a Seeker that is facilitated through the Platform, including without limitation the acceptance of a Job by a Provider, the performance of trades services pursuant to that Job, and the payment for such services. Each Engagement is a direct commercial contract between the Provider and the Seeker. Crewd Inc. is not a party to any Engagement and has no obligations arising from any Engagement.
2.9 "Confidential Information"
"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party to another through the Platform or in connection with the use of the Platform, including without limitation: trade secrets, business strategies, financial information, client lists, project details, site access credentials, blueprints, specifications, pricing structures, and any other information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is disclosed pursuant to a legal or regulatory requirement.
2.10 "User"
"User" means collectively any individual or entity that accesses or uses the Platform in any capacity, including Providers, Seekers, and any of their respective employees, contractors, agents, or representatives who interact with the Platform. Each individual who accesses the Platform using a User account is bound by these Terms, and the entity on whose behalf they act is jointly responsible for ensuring compliance with these Terms.
ARTICLE 3: NATURE OF THE PLATFORM (PASSIVE COMPUTING SERVICE DECLARATION)
This Article 3 constitutes the foundational liability framework of this Agreement. It sets out the legal characterization of Crewd's role in the marketplace and the nature of the relationships between Crewd and each class of User. Users are strongly encouraged to read this Article carefully and to seek independent legal advice if they have any questions about its implications.
3.1 The Passive Computing Service Declaration
Crewd Inc. provides a Passive Computing Service within the meaning and spirit of Articles 2098 through 2100 of the Civil Code of Quebec (CCQ), and consistent with the doctrine distinguishing technology infrastructure providers from active labour market intermediaries. Crewd is a technology company whose business is the development, operation, and licensing of software. Crewd is a technology infrastructure provider that facilitates digital introductions between independent commercial entities who have independently agreed to enter into commercial transactions with one another.
Crewd does NOT, and has never, done any of the following:
- (a) Perform construction services, trades work, renovation services, or any other physical labour of any kind;
- (b) Employ, retain, or engage as employees any individuals who perform construction services, trades work, or any other physical labour;
- (c) Direct, control, or supervise any physical work performed by any Provider or its workers at any worksite, at any time, under any circumstances;
- (d) Act as a general contractor, construction manager, or prime contractor with responsibility for coordinating subcontractors or managing construction projects;
- (e) Act as a staffing agency, placement agency, temporary help agency, manpower agency, or employment agency within the meaning of any provincial or federal legislation, including without limitation the Act respecting labour standards (Quebec) or the Employment Standards Act (Ontario);
- (f) Act as a joint employer, deemed employer, or constructive employer of any Provider or its workers within the meaning of any labour standards, employment standards, occupational health and safety, or tax legislation;
- (g) Act as the agent, mandatary, or representative of any Provider or Seeker in any commercial, legal, or contractual matter, except as expressly and narrowly set out in Article 6.3 of these Terms with respect to the limited collection of payments;
- (h) Represent, guarantee, or warrant the quality, fitness, legality, timeliness, safety, or any other characteristic of any services performed by any Provider.
The Platform is a passive digital directory, matchmaking utility, and administrative tool. It is the digital equivalent of a classified advertisement board combined with an administrative back-office system. The existence of a sophisticated algorithm to facilitate matching does not alter the passive nature of Crewd's role, and no User shall argue that the algorithmic matching constitutes control, supervision, or direction of any party.
3.2 Independent Contractor Relationship and Misclassification Prevention (Sagaz Test Compliance)
CRITICAL PROVISION: This Section 3.2 is designed to prevent misclassification of Providers or their workers as employees of Crewd Inc. under the Employment Standards Act (Ontario), the Act respecting labour standards (Quebec), the Income Tax Act (Canada), or any other applicable legislation. Users explicitly acknowledge and agree to each of the following provisions:
(a) No Employment Relationship:
Nothing in these Terms, no conduct of Crewd, no aspect of the Platform's design or operation, and no commercial relationship between Crewd and any User creates or shall be deemed to create an employment relationship, an agency relationship, a joint venture, a partnership, or any other legal relationship between Crewd Inc. and any Provider or any individual working for or through a Provider. Crewd and Providers are, and shall at all times remain, independent commercial entities dealing at arm's length.
(b) No Control Over Work Methods:
Crewd Inc. does not control, and has no right or ability to control, the time at which a Provider or its workers perform any physical work, the place where such work is performed (beyond the general location established by the Seeker's Job posting), the manner in which such work is performed, the methods and techniques used to perform such work, the sequence of tasks undertaken, the tools and equipment used, or the pace of work. Provider retains the sole, exclusive, and unconditional right to determine the method, details, means, techniques, and standards of performing the trades services. Any instructions or requirements communicated through the Platform with respect to the nature, location, timing, or scope of work originate from the Seeker and are not instructions from Crewd.
(c) Economic Risk:
Providers operate their own independent businesses and bear their own risk of profit and loss with respect to each Engagement and their business overall. Providers are responsible for providing their own tools, safety equipment, personal protective equipment (PPE), vehicles, and all other resources necessary to perform their services. Providers bear the cost of all business expenses, including but not limited to: insurance premiums, professional fees, certification fees, licensing fees, equipment maintenance and replacement, fuel, and communications. Providers may experience financial loss if an Engagement does not proceed as anticipated, and Crewd bears no responsibility for such losses.
(d) Business Integration:
Each Provider is a separate and distinct commercial entity that utilizes the Platform as a marketing channel, a client acquisition tool, and an administrative utility. The Provider's business is not integrated into Crewd's business of software development and platform operation. The Provider could and does market its services through channels other than the Platform, and the Provider's commercial existence does not depend on exclusive access to the Platform. The Platform is one tool among many that Providers may use to operate their independent trades businesses.
(e) Right of Substitution and Delegation:
A Provider may, subject to the Seeker's reasonable prior approval, delegate or subcontract any portion of an Engagement to qualified subcontractors or workers, provided that the Provider remains responsible to the Seeker for the completion of the Engagement in accordance with its terms and that any such subcontractors or workers hold all applicable certifications, licenses, and insurance required for the work. The right to substitute is a hallmark of an independent contractor relationship and is expressly preserved herein.
3.3 No Agency or Mandatary Relationship
Crewd Inc. is not the mandatary (agent) of either the Provider or the Seeker within the meaning of Articles 2130 through 2185 of the Civil Code of Quebec, nor the agent of any User under the common law of any other applicable jurisdiction. Crewd does not have authority to bind any Provider or Seeker to any contract, obligation, or representation, and no Provider or Seeker has authority to bind Crewd to any contract, obligation, or representation. No User may represent to any third party that Crewd is their agent, mandatary, employer, or representative. The sole exception to the foregoing is Crewd's strictly limited appointment as payment collection agent as set out in Article 6.3 of these Terms, which is a narrow administrative function that does not alter the fundamental non-agency characterization of Crewd's role.
Neither the Provider nor the Seeker has any authority, express or implied, to make any representation, warranty, or commitment on behalf of Crewd Inc. or to bind Crewd to any legal obligation whatsoever. Any attempt by a User to represent themselves as an agent of Crewd, or to purport to bind Crewd to any obligation, shall be void and of no legal effect, and shall constitute a material breach of these Terms subject to immediate termination of the User's account.
ARTICLE 4: USER OBLIGATIONS AND REGULATORY COMPLIANCE
Each class of User bears specific legal, regulatory, and professional obligations arising from applicable Canadian federal and provincial law. The obligations set out in this Article are non-exhaustive and Users must independently identify and comply with all applicable legal requirements. Crewd's provision of this list does not constitute legal advice, and Crewd disclaims any representation that compliance with the obligations listed herein constitutes full legal compliance.
4.1 Provider Obligations
Each Provider, by accessing the Platform, represents, warrants, and covenants on a continuing basis throughout the duration of any Engagement and the term of their Platform account that:
- (a) Valid Business Registration:
Provider maintains a valid business registration, incorporation certificate, or equivalent legal authorization to operate as a business entity in each jurisdiction in which it offers services through the Platform, including valid GST/HST registration where required by the Excise Tax Act (Canada) and QST registration where required by the Act respecting the Québec sales tax.
- (b) Trade Licenses and Certifications:
Provider holds, and all workers deployed through the Platform hold, all required trade licenses and professional certifications applicable to the services offered, including without limitation: a valid contractor's license issued by the Régie du bâtiment du Québec (RBQ) where services are offered in Quebec pursuant to the Building Act (Quebec), valid Skilled Trades Ontario certification for applicable trades where services are offered in Ontario pursuant to the Ontario College of Trades and Apprenticeship Act, and all other jurisdictional licensing, certification, or registration requirements applicable to the specific trades being offered. Provider shall immediately notify Crewd of any suspension, revocation, restriction, or non-renewal of any such license or certification.
- (c) Commercial Insurance:
Provider maintains adequate commercial general liability insurance, professional liability insurance (errors and omissions), and any other insurance coverage required by applicable law or by the terms of any Engagement. Commercial general liability insurance shall be maintained in a minimum amount of two million dollars ($2,000,000 CAD) per occurrence and five million dollars ($5,000,000 CAD) in aggregate, or such greater amount as may be required for specific Engagements. Provider shall, upon request, provide Crewd or any Seeker with certificates of insurance confirming such coverage.
- (d) Labour Standards Compliance:
Provider complies with all applicable labour and employment standards legislation with respect to all individuals deployed to perform work, including without limitation: the Act respecting labour standards (R.S.Q., c. N-1.1) in Quebec, the Employment Standards Act, 2000 (S.O. 2000, c. 41) in Ontario, and any other applicable provincial or federal employment standards legislation. Provider acknowledges that Crewd is not responsible for any failure of Provider to comply with applicable labour standards with respect to Provider's own workers.
- (e) CNESST, WSIB, and Workers' Compensation:
Provider is registered with and remits all required contributions to: the Commission des normes, de l'équité, de la santé et de la sécurité du travail (CNESST) in Quebec, the Workplace Safety and Insurance Board (WSIB) in Ontario, or the applicable workers' compensation authority in any other jurisdiction where services are performed. Provider maintains valid clearance certificates from such authorities and shall provide current clearance certificates to Seekers upon request.
- (f) Tax Obligations:
Provider withholds and remits all applicable income taxes, payroll deductions, and statutory benefits with respect to its own employees and workers, including contributions to the Quebec Parental Insurance Plan (QPIP), the Canada Pension Plan (CPP), and Employment Insurance (EI) as applicable. Provider files all required tax returns and information returns with the Canada Revenue Agency and Revenu Québec, including T4 slips, T4A slips, and RL-1 slips as applicable. Provider shall provide Crewd with its business number (BN) and QST registration number for tax reporting purposes.
- (g) Work Authorization:
Provider ensures that all individuals deployed to perform work pursuant to Engagements hold valid authorization to work in Canada pursuant to the Immigration and Refugee Protection Act (Canada). Provider does not deploy to any worksite any individual who does not hold valid Canadian work authorization. Provider maintains records of work authorization for all deployed workers and shall provide such records to Crewd or applicable regulatory authorities upon request.
- (h) Personal Protective Equipment and Safety:
Provider provides all necessary personal protective equipment (PPE), tools, equipment, and safety gear required for the work to be performed pursuant to any Engagement. Provider complies with all applicable occupational health and safety requirements, including without limitation the requirements of the Act respecting occupational health and safety (Quebec) and the Occupational Health and Safety Act (Ontario). Provider maintains current WHMIS (Workplace Hazardous Materials Information System) training for all workers and complies with all WHMIS 2015 (GHS-aligned) requirements.
4.2 Seeker Obligations
Each Seeker, by accessing the Platform, represents, warrants, and covenants on a continuing basis throughout the duration of any Engagement and the term of their Platform account that:
- (a) Constructor and Project Owner Status:
The Seeker acknowledges and agrees that it is the "Constructor," "Project Owner," or "Employer" for the purposes of the Occupational Health and Safety Act (Ontario) and the Act respecting occupational health and safety (LSST) (Quebec), and equivalent legislation in any other applicable jurisdiction. This means the Seeker bears sole and exclusive responsibility for overall worksite safety, all hazard identification and management, all site supervision, the erection and maintenance of all required protective structures, and the overall management of health and safety at the project site. This responsibility cannot be delegated to Crewd or transferred by any provision of these Terms.
- (b) Worksite Safety Management:
Seeker bears sole and complete responsibility for: the physical safety and security of the worksite; the identification, assessment, and mitigation of all occupational health and safety hazards; the development and implementation of a site-specific safety plan where required by applicable law; the coordination of multiple trades and contractors on site; the posting and communication of all required safety notices and protocols; the maintenance of all required safety records; and the reporting of all workplace accidents, incidents, and near-misses to applicable regulatory authorities.
- (c) Provider Verification:
Seeker bears sole and complete responsibility for independently verifying, prior to commencing any Engagement, the following information with respect to each Provider: trade certifications and license status with the RBQ, Skilled Trades Ontario, or applicable regulatory body; commercial insurance coverage and policy limits; union status and collective agreement obligations where applicable; safety training records and WHMIS certification; references and professional reputation; any background check information deemed appropriate by the Seeker; and immigration and work authorization status of all individuals to be deployed to the Seeker's worksite. Crewd's display of any credential information on the Platform is for informational reference only and does not constitute verification of that information's accuracy or currency.
- (d) Permits, Building Codes, and Municipal Compliance:
Seeker complies with all applicable building codes, zoning bylaws, municipal permits, and provincial and federal regulations governing the construction project for which Provider services are engaged. Seeker is responsible for obtaining all required building permits, demolition permits, electrical permits, plumbing permits, and any other permits or approvals required prior to the commencement of work. Seeker indemnifies Crewd from any claim, fine, order, or penalty arising from the Seeker's failure to comply with applicable building codes, permits, or municipal regulations.
- (e) Seeker Insurance:
Seeker maintains adequate property insurance, commercial general liability insurance, and builders' risk insurance (where applicable) covering the worksite and the project for which Provider services are engaged. Seeker's insurance shall be primary with respect to any claims arising from worksite conditions, hazards, or incidents.
4.3 Credential and Licensing Disclaimer
Crewd expressly disclaims any duty or obligation to verify, authenticate, confirm, or monitor the credentials, licenses, certifications, insurance coverage, qualifications, work authorization, safety training, or professional standing of any User. While the Platform may display information provided by Users regarding their credentials and qualifications, Crewd makes no representation that such information is accurate, current, complete, or genuine. Crewd has no obligation to investigate, audit, or cross-reference any credential information against regulatory databases. Users who are found to be operating on the Platform without valid licenses, certifications, or authorizations required by applicable law will be terminated from the Platform immediately upon discovery, and may be reported to applicable regulatory authorities. The sole responsibility for credential verification rests with each Seeker prior to and throughout any Engagement.
ARTICLE 5: PHYSICAL AND OPERATIONAL DISCLAIMERS (THE PASSIVE COMPUTING SERVICE SHIELD)
This Article 5 sets out the comprehensive operational disclaimers that arise from Crewd's status as a Passive Computing Service provider. These disclaimers are not mere boilerplate; they reflect the genuine nature of Crewd's business and the allocation of responsibilities between Crewd and its Users. Each disclaimer in this Article has been drafted with the specific context of the Canadian construction and trades industry in mind.
5.1 No Physical Presence Whatsoever
Crewd Inc. has, and shall at all times have, zero physical presence at any worksite, construction project, renovation site, or any other location where Provider services are performed. Specifically and without limitation:
- (a) No Site Visits: Crewd does not conduct, and is not obligated to conduct, site visits, site inspections, pre-Engagement site assessments, or any other form of physical visit to any worksite in connection with any Engagement facilitated through the Platform;
- (b) No Safety Inspections: Crewd does not perform, and is not obligated to perform, occupational health and safety inspections, safety audits, hazard assessments, or any other form of safety-related evaluation at any worksite;
- (c) No Liability Assessments: Crewd does not conduct, and is not obligated to conduct, liability assessments, risk assessments, environmental assessments, or any other form of evaluation of the legal or financial risks associated with any Engagement;
- (d) No Site Supervision: Crewd does not supervise, monitor, or oversee the performance of any physical work at any worksite, either directly or indirectly;
- (e) No Knowledge of Worksite Conditions: Crewd has no knowledge of and assumes no responsibility for worksite conditions, including but not limited to: soil conditions, structural conditions, environmental contamination, hazardous materials, weather conditions, site access challenges, or any other condition that may affect the performance of Provider services or the safety of individuals at the worksite.
5.2 No Equipment, Safety, or PPE Liability
Crewd expressly and unconditionally disclaims all responsibility, liability, and obligation arising from or relating to the following:
- (a) Worksite Conditions: The physical condition, safety, adequacy, or suitability of any worksite for the performance of any construction or trades work;
- (b) Hazard Identification and Management: The identification, assessment, communication, mitigation, or remediation of any occupational health and safety hazard at any worksite, including without limitation asbestos, lead paint, mold, confined spaces, overhead power lines, excavation hazards, or any other hazard;
- (c) Provision of Personal Protective Equipment: The provision, maintenance, inspection, suitability, or adequacy of any personal protective equipment (PPE) used by any individual at any worksite;
- (d) Tool and Equipment Safety: The safety, maintenance, certification, or suitability of any tools, machinery, equipment, or devices used in the performance of any Provider services;
- (e) Scaffolding and Fall Protection: The design, erection, inspection, maintenance, or adequacy of any scaffolding, fall arrest systems, guardrails, safety nets, or other fall protection equipment;
- (f) Confined Space Protocols: The identification of confined spaces, the implementation of confined space entry procedures, the provision of atmospheric testing equipment, or the management of any risks associated with work in confined spaces;
- (g) Excavation Safety: The design and implementation of excavation shoring, sloping, and benching systems, soil classification, or any other aspect of excavation safety;
- (h) Electrical Safety: Compliance with the Canadian Electrical Code, electrical permit requirements, lockout/tagout procedures, or any other aspect of electrical safety at any worksite.
5.3 No Quality Warranty
Crewd makes no warranty, representation, or guarantee of any kind, express or implied, regarding the following, and all such warranties are expressly excluded to the maximum extent permitted by applicable law:
- (a) The quality, workmanship, or standard of care of any construction or trades work performed by any Provider pursuant to any Engagement;
- (b) The timeliness of the commencement or completion of any Job or Engagement;
- (c) The structural integrity, safety, or durability of any construction work performed;
- (d) The compliance of any construction work with applicable building codes, electrical codes, plumbing codes, fire codes, or any other applicable standard or regulation;
- (e) The legality of any construction work, including the validity of any required permits or authorizations;
- (f) The fitness of any construction work for any particular purpose;
- (g) The absence of defects, latent or patent, in any construction work performed.
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED WITH RESPECT TO THE SERVICES PROVIDED BY PROVIDERS THROUGH THE PLATFORM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING THE CONSUMER PROTECTION ACT (QUEBEC) AND THE SALE OF GOODS ACT (ONTARIO).
5.4 Worker Certification Disclaimer and Seeker Verification Responsibility
Crewd may, as a convenience feature, display on the Platform certain information provided by Providers regarding the credentials, certifications, licenses, and qualifications of their workers. Users are expressly advised that:
- (a) Any credential information displayed on the Platform is provided by the Provider on a self-reporting basis and has not been independently verified, authenticated, or cross-referenced by Crewd against any regulatory database, government registry, or other authoritative source;
- (b) Crewd's display of credential information does not constitute a representation, warranty, endorsement, or verification by Crewd of the accuracy, currency, completeness, or genuineness of such information;
- (c) Crewd does not conduct background checks, criminal record checks, reference checks, or any other form of vetting on Providers or their workers, except as may be expressly stated in a separate written agreement;
- (d) Crewd does not verify the immigration or work authorization status of any worker deployed by a Provider, and does not review or retain copies of work authorization documents;
- (e) The Seeker bears one hundred percent (100%) of the responsibility for independently verifying all certification, credential, background, and work authorization information prior to permitting any Provider or its workers to access the Seeker's worksite or perform any work.
ARTICLE 6: SAAS LICENSE FEE AND PAYMENT TERMS
This Article 6 governs the financial relationship between Crewd and its Users, including the characterization of fees charged by Crewd, the payment processing arrangements, Crewd's role as a limited payment collection agent, and the applicable cancellation policy.
The fee charged by Crewd Inc. to Users in connection with each Engagement or on a subscription basis (as applicable) constitutes a Non-Refundable SaaS Usage License Fee for access to and use of the Platform's technology infrastructure, software functionality, matchmaking algorithms, administrative tools, payment processing infrastructure, document management system, and all other digital services provided by Crewd through the Platform.
This SaaS License Fee is expressly and unambiguously characterized as follows:
- (a) It is NOT a commission on labour, a percentage of wages, or a fee calculated by reference to the value of labour services performed by any Provider;
- (b) It is NOT a placement fee or referral fee of the type charged by staffing agencies or employment agencies;
- (c) It is NOT an employment agency fee or temporary help agency fee within the meaning of any applicable employment standards legislation;
- (d) It is NOT a fee for the purchase or supply of labour as a commodity;
- (e) It IS a technology access fee for the use of Crewd's proprietary software platform, comparable in nature to a software-as-a-service subscription fee charged by any other technology company.
- The SaaS License Fee is earned by Crewd upon the User's use of the Platform and the availability of the Platform's features and functionality, and is non-refundable once earned, except where refund is required by mandatory applicable law, including without limitation the Consumer Protection Act (Quebec) where applicable.
Crewd may, in accordance with applicable federal and provincial tax legislation, act as a Marketplace Facilitator for the purposes of collecting and remitting Goods and Services Tax (GST), Harmonized Sales Tax (HST), and Quebec Sales Tax (QST) on transactions facilitated through the Platform, where such obligations are imposed on marketplace facilitators under applicable tax law. Where Crewd acts in this Marketplace Facilitator capacity, Crewd shall collect and remit the applicable taxes on behalf of Providers in accordance with applicable tax legislation. However, each Provider remains principally responsible for: (i) determining its own tax obligations independent of Crewd's facilitation; (ii) filing all required tax returns with the Canada Revenue Agency and Revenu Québec; (iii) remitting any taxes not collected by Crewd as Marketplace Facilitator; and (iv) maintaining all required books and records for tax compliance purposes. Crewd's Marketplace Facilitator status does not relieve any User of any tax obligation not expressly assumed by Crewd.
Each Provider, by accepting these Terms, expressly and irrevocably appoints Crewd Inc. as its limited payment collection agent for the sole and limited purpose of receiving payments from Seekers on behalf of the Provider in connection with Engagements facilitated through the Platform. The following terms govern this limited agency appointment:
- (a) Receipt of payment by Crewd Inc. from a Seeker in the amount due in respect of an Engagement shall constitute satisfaction of the Seeker's payment obligation to the Provider for that amount, and the Seeker shall have no further liability to the Provider for any amount received by Crewd;
- (b) This limited payment collection agency appointment is strictly administrative in nature and does not in any way expand Crewd's role beyond that of a Passive Computing Service provider or create any employment, agency, or other relationship between Crewd and the Provider except as expressly stated in this Section 6.3;
- (c) Crewd shall remit to Provider all amounts received from Seekers on Provider's behalf, less the applicable SaaS License Fee and any applicable taxes, in accordance with Crewd's payment disbursement schedule;
- (d) This limited agency appointment may be revoked by the Provider only upon termination of the Provider's Platform account, and shall automatically terminate upon any termination of the Provider's account.
Payment processing services for the Platform are provided by Stripe, Inc. ("Stripe"). By using the Platform's payment functionality, you agree to be bound by the Stripe Connected Account Agreement and Stripe's Terms of Service, as may be modified by Stripe from time to time. As a condition of Crewd enabling payment processing services for your account, you agree to provide accurate, complete, and current information about yourself and your business as required by Stripe's know-your-customer (KYC) and anti-money laundering (AML) compliance procedures. Crewd does not store, transmit, or have access to your full banking credentials, banking account numbers, or payment card information, all of which are managed exclusively by Stripe. Any dispute regarding payment processing, fund holds, or account restrictions imposed by Stripe must be directed to Stripe directly. Crewd makes no representation regarding the availability or performance of Stripe's payment processing services.
The parties acknowledge that short-notice cancellations of confirmed Engagements cause direct economic harm to Providers, including the loss of income that would have been earned during the cancelled period, the inability to accept alternative Engagements for the same period, and direct costs incurred in preparation for the cancelled Engagement. These losses are genuine and foreseeable but are inherently difficult to precisely quantify at the time of contracting. Accordingly, the following cancellation fees are agreed by the parties to constitute liquidated damages representing a genuine pre-estimate of the Provider's loss in each applicable scenario, and not a penalty, within the meaning of Articles 1622 and 1623 of the Civil Code of Quebec and the analogous common law doctrine of liquidated damages.
| Notice Period Before Scheduled Start | Liquidated Damages Amount | Basis and Rationale |
|---|---|---|
| Less than 24 Hours | 50% of the total Job Value | At this notice period, it is virtually impossible for a Provider to secure an alternative Engagement for the reserved time. This amount approximates the full lost daily revenue of the Provider's deployed team, consistent with the spirit of minimum call-in pay provisions in applicable labour standards legislation, while maintaining the B2B characterization of the relationship. |
| 24 to 48 Hours | 25% of the total Job Value | At this notice period, there is a meaningful but limited opportunity for the Provider to identify and accept an alternative Engagement. This amount compensates for the opportunity cost of the reserved scheduling block and any preparation costs incurred, while acknowledging the partial mitigation opportunity. |
| More than 48 Hours | No liquidated damages | At this notice period, the Provider has a reasonable opportunity to fill the scheduling gap with an alternative Engagement. No liquidated damages apply, though any agreed-upon deposit or pre-payment may be forfeited in accordance with the specific terms of the Engagement. |
These liquidated damages amounts are in addition to, and not a substitute for, Crewd's SaaS License Fee, which is non-refundable regardless of cancellation. Liquidated damages are owed by the Seeker to the Provider and are administered through the Platform.
ARTICLE 7: NON-CIRCUMVENTION AND EXCLUSIVITY
Crewd's business is built on the matchmaking infrastructure it has developed, including its proprietary matching algorithm, its curated database of qualified Providers and Seekers, its onboarding and vetting processes, and its technology platform. The non-circumvention obligations in this Article are designed to protect Crewd's legitimate commercial interest in its database and matchmaking infrastructure, and constitute a reasonable and enforceable commercial agreement between sophisticated commercial parties.
7.1 Platform Exclusivity Covenant (24-Month Period)
Each User, by accepting these Terms, unconditionally agrees that for a period of twenty-four (24) months from the date of the User's last interaction with any other User introduced through the Platform (the "Exclusivity Period"), the User shall use the Platform exclusively to facilitate all commercial engagements, transactions, and dealings with any party introduced to the User through the Platform. During the Exclusivity Period, the User shall not, directly or indirectly:
- (a) Engage, hire, retain, or otherwise procure the services of any Provider introduced through the Platform, outside of and without using the Platform, for any construction, trades, or related services;
- (b) Award, subcontract, or otherwise assign any construction project, Job, or work order to any Provider introduced through the Platform, outside of and without using the Platform;
- (c) Solicit or accept services from any Provider introduced through the Platform, through any channel or arrangement that does not route payment through and generate a SaaS License Fee for Crewd;
- (d) Facilitate, encourage, or assist any other party in engaging in any of the foregoing activities.
This exclusivity covenant is reasonable and proportionate in its temporal scope (24 months), geographic scope (limited to parties introduced through the Platform), and subject-matter scope (limited to commercial dealings with specific parties). It is consistent with enforceable commercial non-solicitation and non-circumvention covenants recognized under Quebec law and the common law of other Canadian jurisdictions. Pursuant to Article 1437 of the Civil Code of Quebec, this covenant is not abusive and does not create a significant imbalance between the parties' rights and obligations.
7.2 Liquidated Damages for Circumvention
If any User engages a party discovered or introduced through the Platform outside of the Platform, in breach of the exclusivity covenant in Section 7.1, that User shall pay to Crewd Inc. the sum of Ten Thousand Canadian Dollars ($10,000 CAD) per instance of circumvention, together with all reasonable legal fees and costs incurred by Crewd in detecting and enforcing the non-circumvention obligation.
This $10,000 CAD amount per instance is expressly agreed by the parties to constitute a genuine pre-estimate of Crewd's actual loss resulting from each instance of circumvention, taking into account the following components of loss that would be suffered by Crewd:
- (a) Lost SaaS License Fees: The fees that would have been generated by routing the off-platform Engagement through the Platform, calculated over the expected duration and value of the relationship between the circumventing parties;
- (b) Database Development and Maintenance Costs: Crewd's proportionate cost of developing and maintaining the User database, including onboarding, verification, and quality control costs attributable to the parties involved in the circumvention;
- (c) Matching Algorithm Investment: Crewd's proportionate investment in developing and operating the matching algorithm that facilitated the introduction between the circumventing parties;
- (e) Customer Acquisition Costs: The marketing, sales, and onboarding costs attributable to acquiring the circumventing User as a Platform customer.
This liquidated damages clause is a commercial agreement between sophisticated commercial parties and constitutes liquidated damages, not a penalty, within the meaning of Articles 1622 and 1623 of the Civil Code of Quebec.
7.3 Survival of Non-Circumvention Obligations
The non-circumvention exclusivity covenant set out in Section 7.1 and the liquidated damages provision set out in Section 7.2 survive the termination or expiry of this Agreement for the full 24-month Exclusivity Period. If this Agreement is terminated (for any reason, including by Crewd for cause or by the User voluntarily closing their account) prior to the expiry of the Exclusivity Period with respect to any party introduced through the Platform, the non-circumvention obligation and liquidated damages exposure shall continue in full force and effect with respect to all parties introduced through the Platform, until the earlier of: (i) the expiry of the 24-month period from the date of last Platform interaction with each such party; or (ii) the User re-engaging the applicable party through the Platform.
7.4 Audit Rights
Crewd reserves the right, upon reasonable notice and based on reasonable grounds to suspect a circumvention, to audit the financial records, contracts, invoices, payment records, and communications of any User for the purpose of verifying compliance with the non-circumvention obligations in this Article 7. The User agrees to cooperate fully with any such audit and to provide all relevant financial and contractual records requested by Crewd within ten (10) business days of a request. If an audit reveals a circumvention, the User shall bear all costs of the audit in addition to the liquidated damages and legal costs set out in Section 7.2. Refusal to cooperate with a reasonable audit request shall itself constitute evidence of circumvention for the purposes of this Article.
ARTICLE 8: TECHNICAL FORCE MAJEURE AND PLATFORM DISCLAIMER
This Article 8 sets out the limitations on Crewd's obligations with respect to the technical performance, availability, and accuracy of the Platform. These limitations reflect genuine constraints arising from the nature of cloud-hosted software services and the inherent limitations of algorithmic systems.
8.1 No Guarantee of Availability or Performance
The Platform is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or warranty of any kind. Crewd does not guarantee, represent, or warrant that:
- (a) The Platform will be available at any specific time or will operate without interruption, error, defect, or downtime;
- (b) The Platform will meet any User's particular requirements or expectations;
- (c) The Platform will be free from viruses, malicious code, unauthorized access attempts, or other harmful components;
- (d) The results obtained from use of the Platform will be accurate, reliable, or fit for any particular purpose;
- (e) Any errors or defects in the Platform will be corrected within any particular timeframe;
- (f) The Platform will operate compatibly with any particular device, operating system, browser, or network configuration.
Crewd may perform scheduled or unscheduled maintenance on the Platform from time to time, which may result in temporary unavailability of some or all Platform features. Crewd will endeavour to provide reasonable advance notice of scheduled maintenance but is not obligated to do so.
8.2 Algorithmic Disclaimer
The Platform utilizes proprietary algorithms for matchmaking, ranking, scoring, notification, and other computational functions. Crewd expressly disclaims all liability for errors, omissions, inaccuracies, biases, or failures in:
- (a) Matchmaking Algorithms: The algorithm that identifies and presents potential Providers to Seekers or potential Seekers to Providers may not identify the most suitable match in every case, and may fail to present matches that would be commercially advantageous to either party;
- (b) Ranking and Scoring Systems: The scores, ratings, and rankings assigned to Users by the Platform's algorithms are computational approximations based on available data and are not guarantees of quality, reliability, or suitability;
- (c) Distance and Location Calculations: Distance calculations, travel time estimates, and proximity determinations provided by the Platform are approximate and may not reflect actual road distances, travel times, or worksite accessibility;
- (d) Availability Determinations: The Platform's determination that a Provider is available for a particular Engagement is based on calendar and scheduling data provided by the Provider and may not reflect the Provider's actual availability;
- (e) Automated Notifications: Automated notifications, reminders, and alerts generated by the Platform may be delayed, duplicated, or not delivered due to technical factors beyond Crewd's control.
No output, recommendation, ranking, match, or notification generated by the Platform's algorithms shall be construed as a recommendation, endorsement, guarantee, or warranty by Crewd with respect to any User, Provider, Seeker, Job, or Engagement.
8.3 Third-Party Infrastructure Disclaimer and Force Majeure
The Platform is built on and depends upon third-party technology infrastructure provided by the following vendors, among others:
- Convex (Database Infrastructure): Crewd's real-time database and backend-as-a-service infrastructure is provided by Convex, Inc. Outages, data corruption, latency issues, or performance degradation in Convex's infrastructure may affect Platform functionality;
- Vercel (Hosting and Edge Network): The Platform's frontend application is hosted on Vercel's infrastructure. Outages, performance degradation, or regional unavailability of Vercel's hosting infrastructure may render the Platform inaccessible;
- Clerk (Authentication Services): User authentication, account management, and session management services are provided by Clerk, Inc. Authentication failures or outages may prevent Users from accessing their accounts;
- Stripe (Payment Processing): Payment processing, fund disbursement, and connected account management are provided by Stripe, Inc. Payment processing delays, failures, or account holds imposed by Stripe may affect the timing and availability of payments;
- Twilio (Communications Infrastructure): SMS notifications, phone verification, and other communications features are provided by Twilio Inc. Communications failures may result in delayed or undelivered notifications;
- Google Cloud Platform (Mapping and Geocoding): Location services, mapping functionality, and geocoding are provided through Google Cloud Platform. Inaccuracies in or unavailability of these services may affect location-based features of the Platform.
Outages, performance degradation, data loss, service interruptions, or any other failures of any third-party infrastructure provider constitute events of force majeure within the meaning of Article 1470 of the Civil Code of Quebec and the analogous common law doctrine, being unforeseeable external events that are beyond Crewd's control. Crewd shall not be liable to any User for any loss, damage, or delay caused by such events.
8.4 Exclusion of Consequential and Special Damages
IN NO EVENT, AND UNDER NO CIRCUMSTANCES, SHALL CREWD INC. BE LIABLE TO ANY USER FOR ANY OF THE FOLLOWING CATEGORIES OF LOSS OR DAMAGE ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, UNAVAILABILITY OF, OR ANY ERROR OR OMISSION IN THE PLATFORM OR ANY SERVICE PROVIDED BY CREWD:
- (a) Lost Wages or Income: Any loss of wages, income, earnings, or revenue that a Provider or its workers would have earned from a particular Engagement that was disrupted by Platform unavailability or error;
- (b) Lost Profits: Any loss of anticipated profits, business opportunities, or commercial advantage arising from Platform unavailability, matching failures, or any other aspect of Platform performance;
- (c) Project Delays: Any costs, damages, or liabilities arising from delays in the commencement, progress, or completion of any construction project or Engagement caused by Platform unavailability or error;
- (d) Missed Deadlines: Any liquidated damages, penalty clauses, or other contractual consequences arising from a Seeker's or Provider's failure to meet project deadlines, where such failure is attributable to Platform unavailability or error;
- (e) Consequential and Incidental Damages: Any damages that are a consequential, indirect, or incidental result of any breach of these Terms, Platform unavailability, or any other cause related to the Platform, whether or not Crewd was advised of the possibility of such damages;
- (f) Punitive and Exemplary Damages: Any punitive, exemplary, aggravated, or special damages of any nature, to the maximum extent permitted by applicable law.
THE FOREGOING EXCLUSION OF DAMAGES APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS KNOWN OR SHOULD HAVE BEEN KNOWN BY CREWD.
ARTICLE 9: LIABILITY CAP AND INDEMNIFICATION
This Article 9 establishes the maximum financial exposure of Crewd Inc. with respect to any claim arising from these Terms or the use of the Platform, and the indemnification obligations of Users with respect to claims that arise from their use of the Platform and their commercial activities.
9.1 Aggregate Liability Cap
Notwithstanding any other provision of these Terms, Crewd's total aggregate liability to any User for all claims of any nature arising from or related to these Terms, the Platform, or any Engagement facilitated through the Platform, whether in contract, tort, strict liability, statute, or any other legal theory, shall not exceed the total SaaS License Fees actually paid by that User to Crewd in the twelve (12) calendar months immediately preceding the date on which the claim first arose.
This aggregate liability cap reflects the nature of Crewd's business as a technology platform provider, the market price of the SaaS License Fees charged, the allocation of risk set out in these Terms, and Crewd's status as a Passive Computing Service provider with no physical presence at or knowledge of any worksite. Users acknowledge that this cap is a material term of the commercial agreement between the parties and that the SaaS License Fees are priced in reliance on this limitation of liability.
Nothing in this Section 9.1 limits Crewd's liability for: (i) death or personal injury caused by Crewd's own gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation by Crewd; or (iii) any other liability that cannot be limited or excluded by applicable mandatory law.
9.2 OHSA/LSST Indemnification by Seeker
Each Seeker acknowledges that, as set out in Article 4.2(a) of these Terms, it is the "Constructor," "Project Owner," or "Employer" for the purposes of the Occupational Health and Safety Act (Ontario) ("OHSA"), the Act respecting occupational health and safety (Quebec) ("LSST"), and equivalent legislation in any other applicable jurisdiction. In consideration of Crewd facilitating the Seeker's access to Provider services, each Seeker agrees to fully indemnify, defend, and hold harmless Crewd Inc., its directors, officers, employees, contractors, agents, and successors from and against any and all of the following:
- (a) Any claim, action, proceeding, investigation, inspection, fine, order, penalty, remediation order, or directive issued or initiated by the Ministry of Labour (Ontario), the CNESST (Quebec), or any other occupational health and safety regulatory authority arising from any incident, accident, injury, fatality, or safety violation at any worksite where Provider services were performed pursuant to an Engagement;
- (b) Any claim, action, or proceeding by any individual (including any worker, bystander, or member of the public) arising from worksite conditions, the performance of construction work, or any incident occurring at a worksite;
- (c) Any determination by any regulatory authority that Crewd Inc. is or was the "employer," "constructor," "prime contractor," or any other designated party responsible for worksite safety at any worksite associated with an Engagement;
- (d) All legal costs, disbursements, regulatory fines, remediation costs, and other expenses incurred by Crewd in connection with any claim described in this Section 9.2.
9.3 Misclassification Indemnification by Provider and Seeker
Each Provider and each Seeker agrees to fully indemnify, defend, and hold harmless Crewd Inc., its directors, officers, employees, contractors, agents, and successors from and against any and all assessments, levies, premiums, contributions, penalties, interest charges, and legal costs arising from any determination or allegation by the Canada Revenue Agency (CRA), Revenu Québec, the CNESST, the WSIB, Service Canada, or any other federal or provincial regulatory authority that:
- (a) Any Provider, or any individual working for or through a Provider, is or was an employee of Crewd Inc. for income tax, CPP, EI, workers' compensation, labour standards, or any other regulatory purpose;
- (b) Crewd Inc. is or was required to withhold and remit source deductions with respect to any amount paid to any Provider or individual working for or through a Provider;
- (c) Crewd Inc. is or was required to pay employer contributions to CPP, EI, QPIP, CNESST, or any other statutory benefit plan with respect to any Provider or individual working for or through a Provider.
This indemnification obligation is an ongoing and material commitment of each User and survives the termination of this Agreement.
9.4 Mutual Indemnification — Third-Party Claims
Each party to this Agreement ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party ("Indemnified Party") from and against any third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:
- (a) The Indemnifying Party's material breach of any representation, warranty, covenant, or obligation under these Terms;
- (b) The Indemnifying Party's negligence, gross negligence, or willful misconduct;
- (c) Any claim by a third party arising from or related to the Indemnifying Party's use of the Platform or performance of any Engagement.
ARTICLE 10: DISPUTE RESOLUTION
This Article 10 sets out the exclusive mechanism for resolving disputes between Users and Crewd Inc. arising from or related to these Terms or the Platform. Users are encouraged to first contact Crewd's support team at support@crewd.ai to attempt to resolve any dispute informally before initiating formal proceedings.
10.1 Binding Arbitration — Montreal, Quebec
Subject to the exceptions set out in Sections 10.3 and 10.4, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, any Engagement, or any breach, termination, or validity hereof ("Dispute") shall be finally and conclusively resolved by binding arbitration. The following terms govern such arbitration:
- (a) Administering Body: Arbitration shall be administered by the Canadian Arbitration Association (CAA) or the ADR Institute of Canada, at the election of the claimant, in accordance with the applicable arbitration rules of the chosen institution in effect at the time the arbitration is commenced;
- (b) Seat and Location: The seat and place of arbitration shall be Montreal, Quebec, Canada, and all arbitration hearings shall take place in Montreal, Quebec, unless the parties agree otherwise in writing;
- (c) Number of Arbitrators: Disputes involving claims of less than $100,000 CAD shall be decided by a sole arbitrator. Disputes involving claims of $100,000 CAD or more shall be decided by a panel of three arbitrators;
- (d) Language: The language of the arbitration shall be French or English, at the election of the claimant, and the arbitrator(s) shall be fluent in the chosen language;
- (e) Governing Law: The arbitrator(s) shall apply the laws of the Province of Quebec and the federal laws of Canada applicable therein, consistent with Article 12.1 of these Terms;
- (f) Award: The arbitrator's decision and award shall be final, binding, and not subject to appeal except on the grounds permitted under the Code of Civil Procedure (Quebec) and applicable federal arbitration legislation. Judgment on the award may be entered in any court of competent jurisdiction;
- (g) Confidentiality: All arbitration proceedings, documents, and awards shall be kept strictly confidential by both parties, except to the extent necessary to enforce the award or as required by applicable law.
10.2 Class Action Waiver
To the fullest extent permitted by applicable law, each User irrevocably and unconditionally waives the right to participate, as a plaintiff or class member, in any class action lawsuit, collective proceeding, mass arbitration, or class-wide arbitration against Crewd Inc. or any of its affiliates. No arbitration proceeding or litigation between a User and Crewd shall be consolidated with any other proceeding without the prior written consent of all parties. If any court or arbitrator determines that the class action waiver in this Section 10.2 is unenforceable for any reason, then the arbitration provisions of Section 10.1 shall not apply to that dispute, and the dispute shall be resolved in court pursuant to Section 12.1.
Certain provinces, including Quebec, have mandatory laws that may limit the enforceability of class action waivers in certain consumer contexts. This waiver applies to the fullest extent permitted by applicable law.
10.3 Quebec Consumer Protection Act Carve-Out
Notwithstanding Section 10.1, if the User is a resident of Quebec and the Consumer Protection Act (R.S.Q., c. P-40.1) ("CPA") applies to the Agreement between the User and Crewd, any dispute arising from that Agreement may be brought in the judicial district of the User's residence in Quebec, and the mandatory arbitration provision in Section 10.1 shall not apply to that dispute. For greater certainty, Crewd acknowledges that to the extent a User's relationship with Crewd qualifies as a consumer contract under the CPA, provisions that would require the User to arbitrate in a forum other than the User's judicial district of residence, or that would deprive the User of any rights guaranteed by the CPA, shall not apply to that User.
10.4 Small Claims Exception
Either party may, at its option, bring any claim within the monetary jurisdiction of the Small Claims Division of the Court of Quebec or the equivalent small claims court in any applicable provincial jurisdiction, without being required to first submit such claim to arbitration. The right to use the small claims process is preserved for both parties notwithstanding the arbitration agreement in Section 10.1.
10.5 Informal Resolution — Prerequisite
Before initiating any formal arbitration proceeding, the complaining party shall provide written notice of the Dispute to the other party (in the case of a claim against Crewd, to legal@crewd.ai) setting out the nature of the Dispute, the relief sought, and the factual basis for the claim. The parties shall then make a good-faith effort to resolve the Dispute informally within thirty (30) days of such notice (the "Informal Resolution Period"). Arbitration proceedings may not be commenced until the expiry of the Informal Resolution Period, unless an emergency remedy is required to prevent irreparable harm.
ARTICLE 11: TERMINATION AND SUSPENSION
11.1 Immediate Termination for Cause
Crewd Inc. reserves the right to immediately terminate or suspend any User account, without prior notice and without any obligation to provide a refund of any prepaid fees, upon the occurrence of any of the following events of Cause:
- (a) Circumvention: Any violation, suspected violation, or attempted violation of the non-circumvention and exclusivity obligations set out in Article 7 of these Terms;
- (b) Licensing Violations: Any failure by a Provider to maintain valid trade licenses, certifications, or registrations as warranted in Article 4.1(b), or any misrepresentation of credentials or qualifications on the Platform;
- (c) Safety Violations: Any serious or systemic safety violation reported by a Seeker, another Provider, a regulatory authority, or identified through Crewd's review of Platform data, including without limitation violations of OHSA, LSST, or any other applicable occupational health and safety legislation;
- (d) Reverse Engineering or Unauthorized Access: Any attempt to reverse engineer, decompile, disassemble, circumvent, or otherwise access the underlying source code, algorithms, or data of the Platform by any means, or any unauthorized access to any User account, administrative system, or database;
- (e) Fraud or Material Misrepresentation: Any act of fraud, intentional misrepresentation, identity theft, or material false statement made to Crewd or to any other User through or in connection with the Platform;
- (f) Breach of Material Term: Any breach of any material term, representation, warranty, or covenant in these Terms that, if capable of remedy, remains unremedied for five (5) business days following written notice by Crewd;
- (g) Illegal Activity: Any use of the Platform in furtherance of any illegal activity, including without limitation money laundering, tax evasion, unauthorized employment of foreign nationals, or any other criminal or quasi-criminal conduct;
- (h) Harmful Conduct: Any conduct that, in Crewd's reasonable judgment, poses a risk of harm to any other User, third party, or to the Platform's integrity or reputation.
11.2 Effect of Termination
Upon termination of a User account for any reason: (a) the User's right to access and use the Platform immediately ceases; (b) all pending Engagements in progress at the time of termination shall be addressed in accordance with Crewd's policies in effect at that time, including any applicable liquidated damages; (c) any SaaS License Fees accrued and unpaid at the time of termination remain due and payable; (d) any funds held by Crewd on behalf of the User as payment collection agent will be remitted (in the case of Provider funds) or refunded (in the case of Seeker overpayments) in accordance with Crewd's standard disbursement procedures, less any amounts owed to Crewd or any other party.
11.3 Survival of Obligations
The following provisions survive the termination or expiry of this Agreement for any reason and shall remain in full force and effect:
- (a) Article 7 (Non-Circumvention and Exclusivity) — for the full 24-month Exclusivity Period with respect to all parties introduced through the Platform;
- (b) Article 9 (Liability Cap and Indemnification) — indefinitely, with respect to any claim arising from events occurring prior to termination;
- (c) Article 10 (Dispute Resolution) — with respect to any Dispute arising from events occurring prior to termination;
- (d) Article 12 (Governing Law) — indefinitely;
- (e) Any obligation to pay accrued fees, liquidated damages, or indemnification amounts that arose prior to termination;
- (f) All confidentiality obligations with respect to Confidential Information disclosed prior to termination.
11.4 Data Retention Upon Termination
Upon termination of a User account, Crewd will retain User data in accordance with its Privacy Policy and applicable data retention requirements, including the 7-year minimum retention period for financial transaction records required by the Income Tax Act (Canada) and the Tax Administration Act (Quebec). Users acknowledge that data retention following account termination may not constitute continued "use" of personal information for the purposes of applicable privacy legislation, where such retention is required by law.
ARTICLE 12: GOVERNING LAW AND GENERAL PROVISIONS
This Agreement is governed by, construed in accordance with, and enforced under the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-law rules that would cause the laws of any other jurisdiction to apply. Subject to the dispute resolution provisions in Article 10, the parties irrevocably attorn to the exclusive jurisdiction of the courts of Montreal, Quebec for the determination of any dispute arising from or relating to this Agreement that is not subject to the arbitration agreement in Section 10.1. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
If any provision or part of any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, unenforceable, or contrary to mandatory law, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving to the greatest extent possible the commercial intent of the original provision. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. The invalidity, illegality, or unenforceability of any provision in one jurisdiction shall not affect the validity, legality, or enforceability of that provision in any other jurisdiction.
These Terms, together with Crewd's Privacy Policy, the Data Processing Addendum (DPA), and any applicable supplementary terms or policies incorporated herein by reference, constitute the entire agreement between the User and Crewd Inc. with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, negotiations, representations, warranties, and agreements, whether oral or written, between the parties with respect to such subject matter. No representation, warranty, or inducement made to any User prior to their acceptance of these Terms forms part of this Agreement, and each party acknowledges that it is not relying on any representation or warranty other than those expressly set out in these Terms.
Crewd reserves the right to amend, modify, or update these Terms at any time, in its sole discretion. Crewd will provide not less than thirty (30) days' prior notice of any material amendment to these Terms by posting the amended Terms on the Platform and, where practicable, sending notice of the amendment to the email address associated with each User's account. The notice period shall commence on the date the amended Terms are posted to the Platform. Continued access to or use of the Platform following the expiry of the thirty-day notice period shall constitute the User's acceptance of the amended Terms. If a User does not agree to any amendment, the User must cease using the Platform and close their account prior to the expiry of the notice period.
No failure or delay by Crewd in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of Crewd.
Users may not assign, transfer, delegate, or sublicense any of their rights or obligations under these Terms without the prior written consent of Crewd Inc. Any purported assignment without such consent is void and of no legal effect. Crewd may assign or transfer these Terms, including all rights and obligations hereunder, without restriction and without notice, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Crewd's assets.
The parties have expressly required that these Terms and all related documents be drafted in the English language. Les parties ont expressément requis que les présentes conditions et tous les documents y afférents soient rédigés en langue anglaise. A French-language version of these Terms is available upon request at legal@crewd.ai.