Wrk Terms of Service Last Updated: January 31, 2023 These Supplemental WRK Partner Program Terms (the “Supplemental Partner Program Terms”) apply to Partner’s participation as WRK’s referral partner. These Supplemental Partner Program Terms, together with the order or online registration form (“Order Form”) referencing these Supplemental Partner Program Terms (collectively, the “Agreement”), form a binding legal agreement between Wrk Technologies Inc. (“WRK”, “Wrk”, “us”, “we”, “our”) and Partner. The term “Partner” refers to the organization agreeing to these Supplemental Partner Program Terms or, if these Supplemental Partner Program Terms are being agreed to by an individual who is not formally affiliated with an organization, Partner is such individual. The “Parties” refer to WRK and Partner and “Party” refers to each of WRK and Partner. PARTNER REPRESENTS AND WARRANTS TO WRK THAT PARTNER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF PARTNER IS USING THE WRK DELIVERY PLATFORM ON BEHALF OF ANOTHER PERSON, PARTNER HEREBY REPRESENTS AND WARRANTS TO WRK THAT PARTNER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT 1. Definitions As used in this Agreement, the following words have the meanings set out below: a. “Agreement” has the meaning set forth in the first paragraph. b. “Amendment” has the meaning set forth in Section 10.m. c. “Confidential Information” has the meaning set forth in Section 6.a. d. “Customer Agreement” has the meaning set forth in Section 3.a.ii. e. “Discloser” has the meaning set forth in Section 6.a. f. “Effective Date” means the effective date on the Order Form that incorporates these Supplemental Partner Program Terms. g. “Feedback” has the meaning set forth in Section 5.c. h. “Force Majeure” has the meaning set forth in Section 10.h. i. “Marks” means trademarks, service marks, brand names, trade names, corporate names, business styles, trade dress, logos, insignia and other commercial symbols. j. “Monthly Customer Agreement Revenue” means, in each case, the aggregate fees paid to Wrk in respect of the WRK Delivery Platform during the applicable month that are attributable to the corresponding Customer Agreements referenced in Section 3.c, excluding: (a) any discounts, returns and refunds; (b) any sales, use and value added taxes, duties, imports, and customs charges; and (c) any commissions paid to third parties in connection with the WRK Delivery Platform. k. “Monthly Report” has the meaning set forth in Section 3.e. l. “Order Form” has the meaning set forth in the first paragraph. m. “Partner” has the meaning set forth in the first paragraph. n. “Parties” and “Party” have the meaning set forth in the first paragraph. o. “Promotional Materials” means any advertising or promotional materials provided by Wrk to Partner from time to time. p. “Recipient” has the meaning set forth in Section 6.a. q. “Referral Fee” has the meaning set forth in Section 3.c. r. “Referral Fee Percentage” means the referral fee percentage set forth in the Order Form, and if none set forth, then 5%. s. “Referred Customer” has the meaning set forth in Section 3.a. t. “Supplemental Partner Program Terms” has the meaning set forth in the first paragraph. u. “Taxes” has the meaning set forth in Section 3.d. v. “Term” has the meaning set forth in Section 9.a. w. “Territory” means the location(s) set forth in the Order Form, and if none set forth, then North America. x. “Website” means any websites used by WRK to provide its services, including the websites located at *.wrk.com, and any other domains or subdomains it may use in the future. y. “Wrk” has the meaning set forth in the first paragraph. z. “WRK Delivery Platform” means WRK’s online platform through which WRK makes available its services. 2. Referring Party Responsibilities And Restrictions a. During the Term, Partner will: i. on a non-exclusive basis in the Territory promote and advertise the WRK Delivery Platform to potential customers and, as applicable, refer any such owners and operators that are interested in procuring the WRK Delivery Platform to Wrk in accordance with the process set forth in Section 3.a; ii. refer inquiries from prospective customers in respect of the WRK Delivery Platform to the Wrk customer support contact identified by Wrk from time to time; iii. take all commercially reasonable steps to preserve and protect the goodwill and reputation of Wrk; and iv. collaborate with Wrk from time to time to participate in marketing and advertising campaigns for the WRK Delivery Platform, as may be agreed to between the Parties. b. Partner will not: i. make any representations, warranties or guarantees, whether publicly or to anyone, with respect to the specifications, features or capabilities of the WRK Delivery Platform that are deceptive, misleading or otherwise inconsistent with the Promotional Materials or any other materials that are made publicly available by Wrk, or represent to any third party that it is an agent of Wrk or has the power to bind Wrk in any way; ii. provide any information about any person to Wrk that Partner does not have the lawful right to share or disclose; iii. engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the services, including any product disparagement; iv. whether alone or in collaboration with others, create, develop, market, sell, license, sublicense, distribute, promote or otherwise make available any products or services that are competitive with the WRK Delivery Platform; v. offer any gifts, incentives, or benefits to potential or actual Referred Customer which are contrary to such Referred Customer’s corporate policies, Wrk’s policies or any applicable law; or vi. do anything that suggests the WRK Delivery Platform belongs to Partner or anyone other than Wrk. 3. Referral Fee a. A prospective customer in the Territory referred to Wrk by Partner will qualify as a “Referred Customer” if such prospective customer: i. is referred directly by Partner and submits a completed Order Form within 3 months following the date that the prospective customer is referred to Wrk by partner; and ii. prospective customer has not previously signed up directly to the Wrk platform in the 12-months period prior to the referral date b. Notwithstanding Section 3.a, Wrk reserves the right to reject a prospective customer as a Referred Customer at its discretion. Wrk reserves the right to suspend or terminate its provision of the WRK Delivery Platform to any Referred Customer at any time in accordance with the applicable Customer Agreement. c. During the Term, on a monthly basis in accordance with Section 3.e, Wrk will pay Partner (collectively, the “Referral Fee”) for all Customer Agreements between Wrk and Referred Customer that have been executed in the applicable month as per the Monthly Report a Referral Fee equal to: (Monthly Customer Billed And Paid Revenue) x (Referral Fee Percentage), provided that, for the avoidance of doubt, Wrk is under no obligation to pay Partner any Referral Fee or any other fees attributable to any Customer Agreement with Referred Customers after the date that is 24 months after the initial Referral Fee was paid and will reduce the Referral Fee by 50% from the 13th to the 24th month. d. Any Referral Fee will be paid in Canadian or United States dollars. Any fees or charges incurred by Wrk to transfer the Referral Fee to Partner will be deducted from the Referral Fee. The Parties acknowledge that the Referral Fee (and any part thereof) paid or payable by Wrk to Partner are exclusive of discounts, refunds, promotional incentives, all applicable goods and services tax, harmonized sales tax, or other sales or value-added taxes (“Taxes”). e. On a monthly basis, Wrk will provide to Partner a report (the “Monthly Report”) specifying the consumption and payments received from the Referred Customer, and the Referral Fee that is payable by Wrk to Partner for the previous month. Upon receipt of such report, Partner will promptly issue an invoice to Wrk for the applicable Referral Fee, plus applicable Taxes. Wrk will pay all undisputed invoiced amounts within 30 days of receipt of a properly-issued invoice. Partner will be responsible for remitting all Taxes to the applicable governmental or regulatory authority. f. If Partner believes the Monthly Report contains an error, Partner must contact Wrk no later than 60 days from having received the Monthly Report in which the error or problem appeared in order to dispute any amounts reported or paid by Wrk. Upon request, Wrk will provide Partner with additional documentation and information that Wrk reasonably considers to be required for Partner to verify amounts reported or paid to Partner. In the event of a dispute, Wrk is under no obligation to pay disputed amounts while a dispute is pending resolution. 4. Trademark License a. Any use by either Party of the other Party’s Marks must be approved in writing by the owner of such Marks prior to distribution, release or publication. Unless otherwise approved in writing by the Party that owns the Marks, each Party will comply with the branding and trademark guidelines that the other Party provides in writing. b. Subject to the terms and conditions of this Agreement, each Party herby grants to the other Party a non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable, and revocable license during the Term to use and display its Marks solely in connection with the marketing, advertising and promotion of the WRK Delivery Platform. 5. Ownership And Other Reserved Rights a. All right, title and interest, including intellectual property rights, in and to the Marks of Wrk, the WRK Delivery Platform, and the Promotional Materials, and any updates, adaptations, translations, customizations, modifications, enhancements or derivative works thereof, will remain exclusively with Wrk (or Wrk’s third party suppliers and licensors, if applicable). All rights not expressly granted to Partner in this Agreement are reserved. b. This Agreement will in no way limit Wrk’s right to sell, market, advertise, or promote the WRK Delivery Platform directly or indirectly to any current or prospective customers. c. Partner or its employees, personnel, or contractors may from time to time provide suggestions, comments or other feedback (“Feedback”) to Wrk with respect of the WRK Delivery Platform. The Parties agree that all Feedback is and will be given entirely voluntarily. Wrk will be free to use, disclose, reproduce, distribute, and exploit the Feedback provided to it as it sees fit. 6. Confidential And Proprietary Information a. For purposes of this Section 6, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser”. “Confidential Information” means all information disclosed by Discloser to Recipient, or otherwise coming into the possession of Recipient in connection with this Agreement, that is marked as “confidential” or would otherwise be understood to be confidential given the circumstances under which it was disclosed; provided, however, that “Confidential Information” does not include: (a) information already known or independently developed by Recipient outside the scope of this relationship, without the benefit of any Confidential Information of Discloser; (b) information that is publicly available through no wrongful act of Recipient; or (c) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. b. During the Term and at all times thereafter, Recipient will not: (a) disclose Confidential Information of the Discloser to any person or entity, except to: (i) (1) in the case of Partner its own employees having a “need to know” the information in connection with this Agreement and that have entered into written agreements no less protective of such Confidential Information than this Agreement; and (2) in the case of Wrk to its employees, affiliates or contractors having a “need to know” the information in connection with this Agreement and that have entered into written agreements no less protective of such Confidential Information than this Agreement; and (ii) such other recipients as the Discloser may approve in writing; or (b) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under this Agreement. c. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information: (a) to the extent that such disclosure is required by applicable law or by the order of a court of competent jurisdiction or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (b) to its 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 in connection with the Party’s business; or (c) in the case of Wrk to potential assignees, acquirers or successors of Wrk, 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 Wrk. 7. Compliance With Law; Warranty; Indemnity a. Each Party represents and warrants that it will comply with, and will remain in compliance with at all times during the Term, all applicable laws (including all applicable privacy and anti-spam laws) applicable to it, in connection with the performance of its obligations under this Agreement. b. Partner will indemnify, defend and hold Wrk, its affiliates, subsidiaries, and each of their respective directors, officers, employees, subcontractors and other representatives harmless from and against any and all claims, actions, demands, complaints, legal proceedings and related losses, liabilities, damages, judgments, settlements, fines, penalties, reasonable legal fees, and other costs or expenses to the extent arising out of or in connection with any claim by a third party alleging: i. any breach by Partner of any of its obligations under Sections 2.b.i or 2.b.ii; or ii. Partner’s violation of any applicable law (including all applicable privacy and anti-spam laws). 8. Limitation Of Liability; Disclaimer a. SUBJECT TO SECTION 8.c, PARTNER’S TOTAL AGGREGATE LIABILITY TO THE WRK IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING FOR ANY CLAIMS ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE SUM OF THE LAST 3-MONTHS REFERRAL FEES PAID OR PAYABLE BY WRK TO PARTNER. b. SUBJECT TO SECTION 8.c, NEITHER PARTY WILL BE LIABLE FOR ANY CLAIMS FOR: (A) PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS; OR (C) INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. c. SECTIONS 8.a AND 8.b WILL NOT APPLY TO LIMIT REFERRING PARTY’S LIABILITY OR OBLIGATIONS PURSUANT TO SECTIONS 7.b (INDEMNITY) AND SECTION 6 (CONFIDENTIAL AND PROPRIETARY INFORMATION). d. THE WRK DELIVERY PLATFORM AND PROMOTIONAL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WRK DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO WRK DELIVERY PLATFORM AND THE PROMOTIONAL MATERIALS. 9. Term And Termination a. Agreement Term. This Agreement will commence on the Effective Date and continue for the term set out in the Order Form (the “Term”). b. Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a material breach of this Agreement and fails within 60 calendar days after receipt of notice of such breach to correct such material breach. c. Termination Without Cause. Unless otherwise set out in the Order Form, and subject to any terms and conditions set out therein, in addition to the foregoing, either Party may terminate this Agreement for its convenience at any time upon not less than 60 days’ prior written notice to the other party. d. Obligations Upon Termination. Upon the termination or expiration of this Agreement: (a) Partner will immediately discontinue all promotion and marketing of the WRK Delivery Platform and cease using Wrk’s Marks, Promotional Materials and other Wrk’s Confidential Information; (b) each Party will return to the other Party all property of the other Party in its possession or under its control; and (c) Wrk’s payment obligations under Section 3 will immediately cease if Partner terminates Agreement, (d) Wrk’s payment obligations under Section 3 will continue if Wrk terminates Agreement. Upon request of a Party, the other Party will certify in writing that it has complied with this Section. Termination of this Agreement is without prejudice to any other right, remedy or recourse which either Party may have. e. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates the performance or observance subsequent to termination of expiration of this Agreement, will survive the expiration or termination of this Agreement for any reason: 5 (Ownership and Other Reserved Rights), 6 (Confidential and Proprietary Information), 7 (Compliance with Law; Warranty; Indemnity), 9.b (Obligations Upon Termination), 10 (General Provisions) and this Section 9.e. 10. General Provisions a. 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 five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to WRK, to the following address: 1250 René Lévesque Boulevard West, Suite 2200 Montreal, QC H3B 4W8 Canada and (ii) if to Partner, to the current postal or email address that WRK has on file with respect to Partner. WRK may change its contact information by posting the new contact information on its Website, or by giving notice thereof to Partner. Partner is solely responsible for keeping its contact information on file with WRK current at all times during the Term. b. Public Announcements. Neither Party will issue any press release or make any public announcement (in any medium, including through social media) relating to the subject matter of this Agreement without the prior written consent of the other Party. c. Assignment. Partner will not assign this Agreement to any third party without WRK’s prior written consent. WRK may assign this Agreement or any rights under this Agreement to any third party without Partner’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees. d. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Quebec 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 Montreal, Quebec, 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. This choice of jurisdiction does not prevent WRK from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. e. Injunctive Relief. Each Party acknowledges that violation of the provisions of Sections 4, 5, or 6 would cause irreparable harm to a Party not adequately compensable by monetary damages. Therefore, in addition to other relief, it is agreed that injunctive relief will be available without necessity of posting bond to prevent any actual or threatened violation of such provisions. f. No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party. g. 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 a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. h. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond WRK’s 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 WRK’s employees), Internet service failures or delays, or the unavailability by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”). i. Severability. 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. j. 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. k. Independent Contractors. Partner’s relationship to Wrk is that of an independent contractor, and the Parties are not in an agent-principal, employee-employer, franchisor-franchisee or legal partnership relationship. Partner will not have, and will not represent to any third party that it has, any authority to act on behalf of Wrk. l. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior statements, representations, discussions, negotiations and agreements, both oral and written. m. Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Wrk may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by: (i) giving Partner prior notice of such Amendment; or (ii) posting notice of such Amendment on the Website. Unless otherwise indicated by Wrk, any such Amendment will become effective as of the date the notice of such Amendment is provided to Partner or is posted on the Website (whichever is earlier). n. Counterparts. This Agreement may be executed in more than one counterpart and delivered by electronic means. Each counterpart so delivered is deemed an original and all of counterparts together constitute one instrument. o. Further Assurances. Each Party will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. p. 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.