Huuply.com is operated by Molokaih LLC ("we", "us", "our", "Huuply" or "the Company"), a limited liability company (LLC) duly incorporated under the laws of the State of Delaware, United States of America, with operational presence in the United States of America and Canada. We operate an online marketplace platform through which independent Professionals are connected with Customers seeking home and professional services.

We make the Facilitation Services, as defined below, available to Professionals through our platform at huuply.com and any associated mobile applications (collectively, the "Platform").

You can contact us in the following ways:

• By email: support@huuply.com
• By post to the registered address of Molokaih LLC, State of Delaware, United States of America

1.1 In these Terms and Conditions, the following terms shall have the meanings attributed to them below, unless the context requires a different interpretation:

1.2 References to "including", "includes", "in particular" and similar expressions shall not be construed as limiting the meaning of the words preceding them, and the ejusdem generis rule shall not apply to their interpretation.

1.3 References to a "person" include any individual, corporation, association, trust, organisation, joint venture, government or governmental body or any other entity, whether or not having separate legal personality.

1.4 References to any law, rule or legal provision include references to that law as in force from time to time, including any amendments, additions, substitutions and re-enactments thereof.

1.5 Section and clause headings are included solely for ease of reference and shall not affect the construction or interpretation of this Agreement.

1.6 References to "writing" or "written" in this Agreement shall include communications made by email, unless expressly specified otherwise.

1.7 In the event of any conflict or discrepancy between the Spanish version and the English version of this Agreement, the English version shall prevail in all cases and for all purposes.

2.1 Legal Nature of the Platform

2.1.1 The Huuply Platform is an online communications and marketplace platform whose sole function is to facilitate contact between Prospective Customers who require services and Professionals who wish to provide those services. Huuply acts exclusively as a technological intermediary and in no case as a contracting party, employer, agent, mandatory or representative of any of the parties to service contracts entered into between Professionals and Customers.

2.1.2 By accepting this Agreement, the Professional expressly and irrevocably acknowledges and agrees that: (a) the legal relationship for the provision of the End Services is established exclusively between the Professional and the Customer, without Huuply's participation; (b) Huuply is not a party to any Customer Contract; (c) Huuply does not provide, supervise, direct or control the provision of the End Services; and (d) all claims arising from the End Services must be directed exclusively to the Professional.

2.2 Detailed Description of the Facilitation Service

2.2.1 Huuply operates the Platform for the purpose of facilitating the introduction of Prospective Customers to Professionals for the provision of a wide range of services in the construction, home renovation, home services, cleaning, landscaping and other professional trades sectors. By accepting this Agreement and in exchange for the payment of the applicable Fees, Huuply will make introductions to the Professional on a periodic basis, in accordance with the matching criteria established by the Platform's algorithm.

2.2.2 Prospective Customers may search the Platform for Professionals who can meet their needs. Such requests are called Service Requests. A Prospective Customer may: (a) submit a General Request, distributed by the algorithm to a maximum of five unspecified Professionals; or (b) make a Direct Enquiry to a specific Professional they have identified on the Platform.

2.2.3 By accepting these Terms, the Professional consents to registering as a Professional on the Platform, which grants them the right to access relevant Service Requests in exchange for the redemption of Credits. Upon redeeming Credits, Huuply will enable the Professional to communicate with that Prospective Customer, either through the Platform's messaging tools or by providing their Contact Details.

2.2.4 The Prospective Customer may review the responses received and choose to enter into a Customer Contract with the Professional, with another Professional, or not to enter into any contract at all, at their sole discretion. A Prospective Customer who engages the Professional will become the Professional's Customer, and never a customer of Huuply.

2.3 Professional Profile, Reviews and Own Website

2.3.1 Upon completing registration, Huuply will enable a public Profile for the Professional. The Profile may include a link to the Professional's own website when they so request and when that website complies with the requirements of the Professional Code of Conduct.

2.3.2 Published Reviews represent exclusively the personal opinion of the Customer who submits them. Huuply does not verify their accuracy and will not assume any liability for their content. Huuply reserves the right to remove Reviews that violate the Terms of Service, negatively affect the Platform or undermine the integrity of the Review system,

2.3.3 The Professional warrants that any website, social media profile or other means of communication linked to their Profile will at all times comply with all applicable laws and regulations.

2.4 Account Management Support and Commercial Communications

2.4.1 As part of the Facilitation Services, Huuply offers account management support to optimise the Professional's use of the Platform. This may include: (a) SMS, email or push notifications regarding new Service Requests; (b) periodic contacts from the customer service team to advise the Professional; and (c) automated communications generated by artificial intelligence systems or automated agents, duly identified as such.

2.4.2 By accepting this Agreement, the Professional gives express consent to receive such communications. They may revoke their consent to certain categories through their account settings or by contacting support@huuply.com.

3.1 Registration and Verification Process

3.1.1 Access to the Platform as a Professional requires prior registration of an account. During registration and at any time thereafter during the term of the Agreement, the Professional may be subject to review procedures which may include: (a) identity verification; (b) right to work checks; (c) verification of licences and certifications; and (d) criminal, civil and professional background checks through third-party providers.

3.1.2 Conducting such verifications does not imply that Huuply can confirm with absolute certainty the identity of each User. Huuply assumes no responsibility for the accuracy or reliability of the information obtained through the verification processes.

3.2 Representations and Warranties upon Registration

By creating an account and at each moment of using the Platform, the Professional irrevocably represents, warrants and undertakes as follows:

• They accept to be bound by all the provisions of this Agreement and the Terms of Service, including all updates published in accordance with Clause 14.1;
• They carry on their activity as a self-employed individual or as an employee or authorised representative of a duly incorporated independent legal entity, and are duly authorised to enter into this Agreement with binding effect;
• They will use the Facilitation Services exclusively for legitimate professional and commercial purposes;
• They will act in accordance with all laws, regulations and rules applicable to their activity and use of the Platform, and will observe the principles of good faith; they will not in any circumstances use the Platform to upload, publish or offer illegal content or services;
• They will comply with all licensing, authorisation, professional registration and any other applicable administrative requirements in each jurisdiction in which they operate, prior to offering or providing any service;
• They will respect the privacy rights, property rights and data protection rights of all Users, and will conduct themselves with courtesy and professionalism in all interactions with Customers and Huuply staff;
• They will faithfully fulfil all commitments undertaken, including: clear and timely communication; availability at the agreed time; provision of services on the agreed terms; and exclusive use of the payment providers specified or approved by Huuply to receive remuneration through the Platform;
• They are over eighteen (18) years of age or a duly incorporated legal entity, and have full legal capacity to enter into binding contracts.

3.3 Specific Representations and Warranties regarding Professional Activity

In addition, the Professional specifically represents, warrants and undertakes as follows:

• That they have an unrestricted right to work and carry on their professional activity in each jurisdiction in which they provide or intend to provide the End Services, and that such right will remain in force throughout the duration of the Agreement;
• That in all jurisdictions requiring a business licence, operating permit, tax registration or other administrative authorisation, the Professional holds such authorisations in force and in good standing, and undertakes to keep them in force;
• That they assume sole responsibility for identifying, applying for and obtaining, prior to commencing any service, all required licences, permits, certifications, authorisations and insurance;
• That they hold all insurance coverage required by applicable regulations, and as a minimum: (i) professional or general liability insurance covering property damage and personal injury; (ii) errors and omissions insurance where applicable; and (iii) workers' compensation insurance or equivalent. They will maintain such coverage in force and will provide evidence thereof upon Huuply's request;
• That they will punctually and fully fulfil their commitments to other Users, executing the End Services on the agreed terms and conditions and maintaining a high standard of service;
• That they will only offer and provide services for which they actually possess the necessary technical skills, experience and qualifications, and will provide those services safely and in compliance with all applicable laws;
• That all information, images, certificates and content that they publish or upload to the Platform is truthful, current, complete and accurate, and that they have obtained all necessary rights, licences and consents for its publication.

4.1 Mechanics of the Credits System

4.1.1 Access to the Service Requests available on the Platform and the ability to respond to them is conditional upon the prior redemption of Credits. Upon redeeming the corresponding Credits, an agreement will be formed between the Professional and Molokaih LLC for the supply of the Prospective Customer's Contact Details or for the enabling of communication with that Prospective Customer.

4.1.2 The Credit price of each Service Request is variable and is determined by the Platform's algorithm based on, among other factors: (a) the service category; (b) the geographic location; (c) the complexity and scope of the work, as determined from the Prospective Customer's responses; and (d) supply and demand in the area. The Credit price will always be visible before confirming the redemption.

4.1.3 Credits are acquired on the Platform exclusively in predefined packages. The prices for each package are published on the Platform and are subject to modification with reasonable prior notice.

4.2 Validity and Expiry of Credits

4.2.1 Credits acquired through the purchase of packages shall have a validity period of twelve (12) months from the date of acquisition. Upon the expiry of that period without the Credits having been redeemed, they shall expire automatically and by operation of law, with the Professional having no right to any refund, compensation or renewal.

4.2.2 Subscription Credits shall be subject to the expiry conditions of the corresponding plan published on the Platform. In the absence of a contrary provision, unredeemed Subscription Credits at the end of the monthly period will not roll over to the following period.

4.3 No Guarantee of Outcome

4.3.1 The redemption of Credits grants the Professional exclusively the right to access the Prospective Customer's Contact Details and/or to communicate with them through the enabled channels. It does not in any case constitute a guarantee that the Prospective Customer will: (a) respond to the proposal; (b) engage the Professional; (c) enter into a Customer Contract; or (d) proceed with the work on the terms described.

4.3.2 Huuply will not refund Credits merely because the Prospective Customer has not responded, has chosen to engage another Professional, has modified their request or has cancelled it after the redemption. The only exceptions to this policy are expressly set out in Clause 6.

4.4 Billing, Payment and Price Modifications

4.4.1 Credits must be acquired prior to their use. Payment shall be made through the methods available on the Platform, the processing of which is handled by Huuply's authorised payment providers. The Professional undertakes to use exclusively such providers for any transaction relating to Credits or Subscription Services.

4.4.2 Huuply reserves the right to modify Credit prices and Subscription Fees at any time by publishing the new prices on the Platform. Continued use of the Platform after the new prices take effect shall constitute irrevocable acceptance thereof.

5.1 Description and Availability

5.1.1 Huuply may offer Subscription Services plans that provide the Professional with access to additional features, enhanced visibility, monthly Subscription Credits and other benefits. Plans, prices and conditions are published on the Platform and are subject to modification.

5.1.2 Subscribing to a plan is independent of acquiring Credit packages. Taking out a plan does not eliminate the need to hold Credits to respond to Service Requests that exceed the Subscription Credits included.

5.2 Recurring Billing and Payment Authorisation

5.2.1 By taking out a plan, the Professional authorises Huuply to automatically charge the Subscription Fee to the registered payment method, periodically at the beginning of each billing period, until the subscription is cancelled in accordance with Clause 5.3.

5.2.2 If the charge cannot be processed, Huuply may: (a) attempt to make it again; and/or (b) suspend or cancel access to the plan until payment is made. During the suspension, Subscription Credits will not be credited. The Professional is responsible for keeping the registered payment method up to date and operational.

5.3 Cancellation of the Subscription

5.3.1 The Professional may cancel the plan at any time, either through the Platform's account settings or by written communication to support@huuply.com. Cancellation will take effect at the end of the current billing period, without additional charge.

5.3.2 Cancellation does not entitle the Professional to a proportional refund of Fees already paid for the current period, unless Applicable Law expressly provides otherwise. Unused Subscription Credits at the time of cancellation will be forfeited.

5.4 Modification of Plans

5.4.1 Huuply reserves the right to modify the benefits, prices and terms of any plan, notifying the Professional with a minimum of thirty (30) calendar days' notice before the changes take effect for existing subscriptions.

5.4.2 If the Professional does not accept the modifications, they may cancel their plan before it takes effect in accordance with Clause 5.3.1. Non-cancellation shall be understood as tacit acceptance of the modified terms.

6.1 General No-Refund Policy

6.1.1 As a general rule, acquired Credits and paid Subscription Fees are non-refundable, whether in the form of a monetary refund or in any other manner. The Professional expressly acknowledges and accepts that the redemption of Credits does not guarantee the obtainment of work, and that commercial outcomes depend exclusively on their own activity and skill.

6.1.2 The Professional expressly assumes the risk inherent in the credit-based model, under which redeemed Credits are not recoverable, regardless of the outcome of the commercial activities undertaken.

6.2 Exceptions — Courtesy Credits

6.2.1 Notwithstanding the provisions of Clause 6.1, Huuply may consider, on an exceptional basis and at its sole discretion, the granting of courtesy Credits — never money — when the following conditions are simultaneously met: (a) the Professional submits the request through support@huuply.com within seven (7) calendar days of the redemption; (b) provides a detailed description and available supporting evidence; and (c) Huuply's investigation objectively confirms one of the circumstances set out in Clause 6.2.2.

6.2.2 The exceptional circumstances that may give rise to courtesy Credits are the following, on an exhaustive basis:

• The Service Request contained manifestly false or erroneous information that the Professional could not reasonably have detected before the redemption;
• The Prospective Customer had formally cancelled the request prior to the redemption, and the Platform, due to a verifiable technical fault, had not updated that status;
• A verifiable technical error directly attributable to the Platform occurred which prevented access to the Contact Details even though the redemption had been processed successfully.

6.2.3 The decision to grant or refuse courtesy Credits rests at Huuply's sole discretion. No prior concession shall create a precedent or obligation for future cases. Huuply will notify the resolution within ten (10) business days.

6.3 Payment Disputes and Chargebacks

6.3.1 Any discrepancy with a charge must be notified to support@huuply.com within thirty (30) calendar days. After that period, the charge will be deemed definitively accepted. Huuply will communicate the outcome of the investigation within ten (10) business days.

6.3.2 The Professional undertakes to contact Huuply before initiating any chargeback procedure with their bank. Initiating a chargeback without having exhausted the procedure set out herein may result in the immediate precautionary suspension of the account and the retention of Credits until final resolution.

7.1 General Conduct Obligations

7.1.1 The Professional agrees to use the Platform at all times in good faith, in accordance with the principles of loyalty and fair commercial conduct, and exclusively for lawful commercial and professional activities. They are fully responsible for the content they publish and for the actions taken through their account.

7.1.2 The Professional undertakes to keep their Profile information updated, truthful and complete at all times, and to immediately notify Huuply of any relevant change in their contact information, licences, insurance or service area.

7.2 Expressly Prohibited Conduct

7.2.1 The Professional undertakes to refrain from the following conduct:

• Using the Platform, directly or indirectly, for any fraudulent, deceptive, abusive, illegal or public policy-contrary purpose;
• Publishing false, misleading or inaccurate information on their Profile, including credentials, licences, insurance, service areas or experience that they do not possess;
• Operating or presenting themselves under a trade name different from that registered on their Profile without prior written authorisation from Huuply;
• Reselling, assigning, transferring, sharing or making available to third parties the Service Requests or Contact Details obtained through the redemption of Credits;
• Attempting, by any means, to contact or solicit a Prospective Customer outside the Platform, with the intention of circumventing the Credits system or the Fees;
• Creating additional accounts after having been temporarily suspended or permanently terminated;
• Soliciting, inducing, facilitating or attempting to obtain false, fictitious or incentivised Reviews, whether positive about themselves or negative about competitors;
• Offering or providing End Services for which they do not hold the required qualifications, licences, authorisations or insurance;
• Harassing, threatening, intimidating, stalking, defaming, insulting or abusing any Customer, Prospective Customer or other User;
• Impersonating any person or entity, or misrepresenting their identity, affiliation or professional capacity;
• Accessing or extracting data from the Platform through bots, scrapers, mass extraction tools or any other unauthorised automated means;
• Introducing, uploading or transmitting through the Platform any malicious code, virus, Trojan horse, worm, logic bomb or harmful software;
• Using the Platform to provide services requiring licences they do not hold, or for activities that constitute unfair competition or infringement of third-party rights;
• Reproducing, copying, modifying, distributing or creating derivative works from any content, trademark or intellectual property element of the Platform without Huuply's prior written consent.

7.2.2 The foregoing list is illustrative and non-exhaustive. Huuply reserves the right to characterise as a breach any other conduct contrary to the spirit of the Agreement, the Terms of Service or the legitimate interests of Huuply, Prospective Customers or other Professionals.

7.2.3 Huuply reserves the right to investigate any conduct in respect of which there are reasonable grounds to suspect a breach. It may request additional information, access activity logs and take investigative measures, without prejudice to any legal actions that may be applicable.

7.3 Sanctions Framework

7.3.1 Upon reasonable grounds of non-compliance, Huuply may take, individually or jointly, the following measures:

• Issue a formal warning to the Professional;
• Apply an additional charge equivalent to up to five (5) times the Credit value corresponding to the Service Requests affected by the breach;
• Temporarily suspend the account, restricting access until the investigation is resolved;
• Permanently terminate the account, extinguishing all unused Credits without compensation;
• Refer the matter to the competent authorities if the conduct could constitute a criminal offence;
• Take judicial or extrajudicial action to claim damages caused to Huuply, Prospective Customers or third parties.

7.3.2 The Professional whose account is permanently terminated for breach shall have no right to challenge that decision or to recover unused Credits.

7.4 Independent Contractor Status and Absence of Employment Relationship

7.4.1 The Professional acknowledges that they act as an independent contractor in their relationship with Huuply, and that in no case does that relationship create an employment, labour, agency, partnership, joint venture or franchise relationship of any kind. Huuply does not direct, control or supervise the Professional in the manner in which they provide the End Services.

7.4.2 As an independent contractor, the Professional is solely and fully responsible for: (a) the determination of their own rates and working methods; (b) compliance with all their tax obligations; (c) the procurement and maintenance of insurance; (d) compliance with labour law in respect of any persons they employ; and (e) the quality, safety, legality and execution of the End Services.

7.4.3 The Professional accepts that no element of their relationship with Huuply may be interpreted as giving rise to an employment relationship between the Professional and Huuply.

8.1 General Overview

8.1.1 The Platform allows Professionals to publish Profiles and their own content. Although Huuply implements active monitoring and moderation measures, it is possible that illegal or harmful content published by third parties may occasionally appear on the Platform. This Section sets out Huuply's approach to identifying, addressing and removing such content.

8.2 Definition of Illegal Content

8.2.1 For the purposes of this Agreement, the term "Illegal Content" encompasses:

• Any text, image, video, audio or other material that is illegal under Applicable Law, including: (i) sexually explicit or pornographic material; (ii) violent content; (iii) content constituting harassment or intimidation; or (iv) content that incites racial, ethnic, religious or any other form of discrimination;
• Any Profile or listing offering illegal goods or services, including controlled substances, weapons or other prohibited items;
• Any content relating to Professionals operating without the required licences or authorisations, or with the intention of committing a criminal offence;
• Content of a terrorist nature or that glorifies, promotes or facilitates terrorism or political violence;
• Child sexual abuse or exploitation material, or any content that sexualises or exploits minors.

8.3 Preventive and Moderation Measures

8.3.1 To minimise the appearance of Illegal Content, Huuply implements the following measures:

• Profile Moderation: automated filtering and periodic manual reviews to identify potentially illegal content. Flagged Profiles are investigated and Illegal Content is removed as swiftly as possible;
• Verification Programmes: Professionals in the Huuply Verified programme are subject to enhanced identity and credential verification, including criminal and professional background checks;
• Reporting Mechanism: An accessible channel described in Clause 8.4 through which any User may notify the presence of Illegal Content;
• IP Filtering: Automated filtering systems that restrict access from IP addresses associated with fraudulent or high-risk activities;
• Payment Controls: Collaboration with payment processing partners to detect fraudulent activity.

8.4 Reporting Procedure

8.4.1 Any User who encounters Illegal Content may report it through: (b) email to support@huuply.com with the subject line "Illegal Content Report", including a detailed description and screenshots or other supporting evidence.

8.4.2 Huuply will review and investigate all reports within seven (7) calendar days. In confirmed cases of Illegal Content, it will remove it as quickly as possible and notify the outcome when legally required or reasonably practicable.

8.4.3 Huuply takes urgent measures to minimise the time during which Illegal Content, terrorist content or child sexual abuse material remains accessible. Upon becoming aware of such content, Huuply will take immediate removal measures and, where required by Applicable Law, notify the competent authorities.

8.5 Complaints

If the Professional considers that Huuply is not adequately meeting its obligations regarding Illegal Content, or wishes to challenge any decision made, they may submit a formal complaint in accordance with the procedure set out in Clause 14.8.

9.1 The collection, processing, use and disclosure of the Professional's personal data is governed by Huuply's Privacy Policy, available at huuply.com/legal/privacy-policy, the content of which is incorporated by reference. By using the Platform, the Professional acknowledges having read, understood and accepted the Privacy Policy.

9.2 Huuply complies with applicable privacy and data protection legislation in all jurisdictions in which it operates, including PIPEDA and applicable provincial privacy legislation in Canada.

9.3 By accepting this Agreement and upon redeeming Credits, the Professional gives express consent to Huuply sharing their name, telephone number, email address and other relevant contact information with the Prospective Customers whose requests they have responded to. Such disclosure is inherent to the Facilitation Services.

9.4 The Professional enjoys the following rights in relation to their personal data, subject to the terms and limitations provided by Applicable Law: (a) access; (b) rectification; (c) erasure; and (d) portability. To exercise these rights, they must direct their request to support@huuply.com or the Privacy Centre at huuply.com/legal/privacy-policy.

9.5 Huuply may record or monitor telephone calls, video calls and other communications for quality assurance, training, security and fraud prevention purposes. By using the Platform, the Professional gives express consent. They may withdraw their consent to a specific call by notifying the representative at the start of that call.

9.6 In providing the End Services, the Professional may access personal data of their Customers. In that case, the Professional acts as an independent data controller and is solely responsible for compliance with all applicable privacy and data protection laws in relation to that processing. Huuply assumes no responsibility for the processing of personal data carried out by the Professional.

10.1 Huuply's Ownership

10.1.1 All intellectual property rights in and to the Platform and all its components — including software, source code, algorithms, databases, interfaces, designs, texts, logos, trademarks and trade names — are owned by or licensed to Molokaih LLC and are protected by the laws of the United States of America and applicable international treaties.

10.1.2 This Agreement does not transfer to the Professional any ownership, right, title or interest in Huuply's intellectual property, save for the limited, non-exclusive, non-transferable and revocable licence necessary to access and use the Platform on the terms provided. The Professional may not copy, reproduce, modify, distribute, decompile or reverse-engineer any part of the Platform without Huuply's prior written consent.

10.2 Content Published by the Professional

10.2.1 The Professional retains ownership of the intellectual property rights in the original content they publish on the Platform. By publishing such content, they irrevocably grant Molokaih LLC a non-exclusive, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, adapt, publish, translate and distribute that content in connection with the operation, promotion and improvement of the Platform.

10.2.2 The Professional represents and warrants that: (a) they own or hold all the rights necessary to publish the content and grant the licence under Clause 10.2.1; (b) the content does not infringe third-party rights; and (c) the content complies with Applicable Law and the Terms of Service.

10.2.3 Huuply reserves the right to remove any content in respect of which there are indications that it violates the Agreement, infringes third-party rights, or is harmful or inappropriate.

10.3 Feedback and Suggestions

If the Professional provides suggestions, ideas or other contributions related to the Platform, they irrevocably grant Molokaih LLC a perpetual, royalty-free, non-exclusive, transferable and sublicensable licence to use them for any purpose, without any obligation of compensation or attribution.

11.1 Acknowledgement of the Facilitation Role

11.1.1 The Professional acknowledges that Huuply acts exclusively as a technological facilitator. Huuply does not direct, control, supervise or monitor the Professional at any stage of the performance of the End Services, and is not a party to any Customer Contract.

11.1.2 The Professional is solely responsible for the quality, safety, legality, timeliness and correct performance of the End Services. Any dispute or claim arising from the End Services corresponds exclusively to the relationship between the Professional and the Customer.

11.1.3 The Professional acknowledges that they are solely responsible for evaluating each Service Request, for deciding whether to enter into a Customer Contract, and for verifying all relevant information before committing to provide the End Services.

11.2 Release of Claims

11.2.1 The Professional expressly, broadly and irrevocably releases Molokaih LLC and its directors, officers, employees, agents and representatives from all claims, demands, actual and consequential damages, losses and costs — known and unknown — arising out of or related to: (a) any dispute between the Professional and a Customer; (b) any payment or debt between the Professional and a Customer; or (c) any aspect of the Customer Contract.

11.2.2 This release does not extend to claims based on Huuply's failure to meet its own obligations expressly assumed under this Agreement.

11.3 Cases Where Limitation Does Not Apply

Nothing in this Agreement limits or excludes Huuply's liability for:

• Death or personal injury caused directly by Huuply's negligence or that of its employees or agents;
• Fraud or fraudulent misrepresentation by Huuply;
• Any other matter in respect of which Applicable Law does not permit the exclusion or limitation of liability.

11.4 Exclusion of Warranties regarding the Platform

11.4.1 The Platform is made available "as is" and "as available", without warranty of any kind. Huuply excludes all conditions, warranties and representations — express or implied — including those of satisfactory quality, fitness for a particular purpose and non-infringement of rights.

11.4.2 Huuply does not warrant that: (a) the Platform will be uninterrupted, error-free or secure; (b) the Prospective Customers presented are genuine or will engage the Professional; (c) the Platform will generate a minimum number of Service Requests or Contact Details; or (d) the accuracy of any information available.

11.5 Limitacion of Liability

11.5.1 To the maximum extent permitted by Applicable Law, Huuply shall not be liable for any of the following types of losses, even if foreseeable:

• Loss of profits, revenue, sales or contracts;
• Loss of or damage to reputation or goodwill;
• Loss of customers or business opportunities;
• Interruption of professional activity;
• Loss, damage or corruption of data;
• Any indirect, incidental, special, consequential or punitive damage;
• Any loss arising from the use of information provided by Prospective Customers.

11.5.2 In any case, and subject to the exceptions in Clause 11.3, Huuply's total aggregate liability to the Professional shall not exceed the total amount of Fees paid by the Professional in the three (3) months immediately preceding the event giving rise to the liability. If the Professional has made no payments during that period, liability shall be limited to CAD $100.

11.6 Indemnification Obligation

11.6.1 The Professional undertakes to defend, indemnify and hold harmless Molokaih LLC and each of its directors, officers, employees, agents and licensees from all claims, demands, losses, damages, costs and expenses — including reasonable attorneys' fees — arising out of or in connection with:

• The Professional's use of the Platform or the Facilitation Services;
• The End Services provided or that should have been provided, including any damage caused during or as a consequence of their provision;
• Any breach of this Agreement or the Terms of Service;
• Any breach of Applicable Law;
• Any claim by a Customer related to the End Services;
• The infringement of third-party intellectual property, privacy or image rights;
• False or misleading statements in the Profile or in communications with Prospective Customers.

11.6.2 Huuply reserves the right to assume, at its own expense, the defence and control of any matter in respect of which the Professional has an indemnification obligation. The Professional will cooperate with Huuply in the defence of that matter as reasonably requested.

12.1 Multi-Jurisdictional Governing Law

12.1.1 These Terms and Conditions, and any non-contractual obligations related thereto, are governed by and interpreted in accordance with the laws indicated in the following table, determined according to the Professional's domicile:

* Delaware, USA applies as governing law. In jurisdictions where mandatory legislation grants the Professional non-waivable rights, such rights shall remain in force to the extent strictly required.

12.1.2 This Agreement is governed by the laws of the State of Delaware and the federal laws of the United States of America, regardless of the location of access to the Platform or of service provision. For Professionals in Canada: to the extent that the Ontario Consumer Protection Act, 2002, PIPEDA or other mandatory Canadian rules grant non-waivable rights, such rights shall remain in force. The Professional submits to the non-exclusive jurisdiction of the courts of the State of Delaware, without prejudice to the right of the parties to appear before the courts of Ontario where mandatory Canadian legislation so requires.

12.1.3 For Professionals in Mexico and Latin America: the Agreement is governed by the laws of the State of Delaware. The Professional accesses on their own initiative and is responsible for compliance with their local legislation. Non-waivable rights under mandatory local legislation shall remain in force to the extent strictly required.

12.2 Dispute Resolution — All Professionals

12.2.1 Prior to any formal proceedings, the Professional agrees to contact Huuply through support@huuply.com to attempt to resolve the dispute amicably. Huuply will use reasonable good faith efforts to reach a resolution within thirty (30) calendar days of receiving written notice.

12.2.2 If the dispute is not resolved within that period, either party may initiate the formal procedure provided in Clause 12.1 according to the Professional's jurisdiction.

12.3 Mandatory Arbitration — US-Based Professionals

12.3.1 General. Clauses 12.3, 12.4 and 12.5 apply exclusively to Professionals domiciled in the United States of America. Please read carefully, as they require most disputes to be resolved through binding individual arbitration and limit the available modes of claim.

12.3.2 Governing Law (USA). The Professional agrees that: (a) the Facilitation Services will be deemed based in the State of New York; and (b) this Agreement will be governed by the substantive law of the State of New York, without application of its conflict of laws rules. The Federal Arbitration Act (FAA, 9 U.S.C. sections 1-16) governs the interpretation and enforcement of the Arbitration Agreement and prevails over any state law to the maximum extent permitted.

12.4 Arbitration Agreement — US-Based Professionals

12.4.1 Scope. This Arbitration Agreement applies to any dispute between the Professional and Huuply arising out of or related to: (i) this Agreement; (ii) access to or use of the Platform; (iii) transactions through the Platform; or (iv) any other aspect of the relationship (each, a "Claim"). It applies to all Claims arising before or after acceptance of the Agreement.

12.4.2 Opt-Out. If you are a new user, you may reject this Arbitration Agreement within thirty (30) days of first acceptance by emailing support@huuply.com with the subject line "Arbitration Opt-Out - Professional" and stating your full legal name and express decision. Opting out does not affect the binding nature of any other provision.

12.4.3 Process. The Professional must first exhaust the informal procedure in Clause 12.2.1. If not resolved within sixty (60) days, either party may initiate binding arbitration administered by JAMS before a single arbitrator, under the JAMS Optional Expedited Arbitration Procedures (www.jamsadr.com), in the US county of the Professional's domicile or in New York. In the event of conflict between the JAMS Rules and this Agreement, this Agreement prevails. The arbitral award is enforceable before any competent court.

12.4.4 Costs. If the Professional uses the Platform for non-commercial purposes: (a) JAMS may require a filing fee, waivable by formal application; and (b) the award may include arbitration costs and reasonable attorneys' fees. If used for commercial purposes, each party will bear its own filing fees and arbitrator fees in accordance with the JAMS Rules.

12.4.5 Authority of the Arbitrator. The arbitrator shall have exclusive authority to resolve disputes relating to the scope, interpretation, applicability, enforceability and formation of the Arbitration Agreement, including allegations of nullity. The arbitrator shall also resolve threshold arbitrability issues, including defences of waiver, laches, unconscionability and estoppel.

12.4.6 Injunctive Relief. Nothing in the Arbitration Agreement shall prevent Huuply from seeking injunctive or other equitable relief from a competent court to prevent infringement of its intellectual property rights, data security or confidential information. Nor shall anything prevent the Professional from asserting claims in a small claims court of competent jurisdiction, provided they qualify and the matter remains in that court on an individual basis.

12.4.7 Severability of the Arbitration Agreement. If any provision is declared void, unenforceable or contrary to law, it shall be severed from the remainder of the Arbitration Agreement, which shall continue in force. The invalidity of a provision shall not affect the ability to arbitrate the remaining Claims on an individual basis. However, if the Class Action Waiver in Clause 12.5 is declared void because it would prevent the Professional from seeking public injunctive relief, that specific matter shall be severed from arbitration and litigated before a civil court, with all other Claims remaining subject to arbitration.

12.5 Class Action and Jury Trial Waiver — US-Based Professionals

13.1 Termination by the Professional

13.1.1 The Professional may terminate this Agreement and request the closure of their account at any time by written communication to support@huuply.com or through the mechanisms available on the Platform. Termination does not entitle the Professional to a refund of Subscription Fees for the current period or to the recovery of unused Credits, unless Applicable Law provides otherwise.

13.1.2 Termination does not affect or rescind any Customer Contract entered into prior to termination. The Professional will remain bound by their commitments to Customers, regardless of the termination of their account.

13.2 Suspension or Termination by Huuply

13.2.1 Huuply reserves the right to temporarily suspend or permanently terminate the Professional's access, with or without prior notice, in the following circumstances:

• Breach of the Agreement, the Terms of Service or the Professional Code of Conduct;
• Provision of false, incomplete or misleading information during registration or thereafter;
• Fraudulent, abusive, illegal or public policy-contrary conduct;
• Conduct harmful to Customers, other Professionals, Huuply or the integrity of the Platform;
• Receipt of a significant number of substantiated complaints from Customers;
• Repeated, flagrant or wilful non-compliance with commitments to Customers or Prospective Customers;
• Failure to pay Subscription Fees after the grace period granted has expired;
• Obligation arising from applicable legislation, court order or requirement of a competent authority.

13.2.2 In cases of serious breach, fraud, threat to User security or other urgent circumstances, suspension or termination may take effect immediately and without prior notice.

13.3 Legal Effects of Termination

13.3.1 With immediate effect from termination:

• The right of access to and use of the Platform shall cease immediately and irrevocably;
• All unused Credits shall expire without entitlement to compensation, unless otherwise provided by Applicable Law;
• Reviews published by Customers may remain visible at Huuply's discretion;
• Active Subscription Services plans shall be terminated without entitlement to a pro-rata refund.

13.3.2 Termination does not affect provisions which, by their nature, must survive termination, including liability and indemnification, intellectual property, applicable law and dispute resolution.

14.1 Amendments to this Agreement

14.1.1 Huuply may update, modify or revise this Agreement at any time. Material modifications will be notified by updating the Effective Date and, when appropriate, through additional notification via the Platform or by email.

14.1.2 Continued use of the Platform after the publication of modified terms shall constitute full and irrevocable acceptance. If the Professional disagrees, they must cease using the Platform and proceed to close their account in accordance with Clause 13.1.

14.2 Assignment of the Agreement

14.2.1 Huuply may freely transfer, assign or dispose of its rights and obligations to any other entity — including in the context of a merger, acquisition or asset sale — without requiring the Professional's prior consent, provided the assignment does not materially affect their rights.

14.2.2 The Professional may not transfer, assign or dispose of their rights or obligations without Huuply's prior express written consent. Any assignment without such consent shall be null and void.

14.3 No Third-Party Rights

This Agreement is entered into exclusively between the Professional and Molokaih LLC. No provision confers any right, benefit or cause of action on any person who is not a party. The Agreement may not be invoked by third parties.

14.4 Severability

If any provision of this Agreement is declared invalid, void or unenforceable by any competent court or authority, that declaration shall not affect the remaining provisions, which shall continue in full force and effect as if the invalidated provision had never formed part of the Agreement.

14.5 No Waiver

Huuply's failure to or delay in exercising any right shall not constitute or be construed as a waiver. The partial exercise of a right shall not preclude its further exercise. No waiver of a breach shall constitute a waiver of subsequent breaches. No waiver shall be valid unless it is in writing and has been signed by an authorised representative of Molokaih LLC.

14.6 Entire Agreement

This Agreement, together with the documents expressly incorporated by reference, constitutes the entire and complete agreement between the Professional and Molokaih LLC, superseding all prior agreements, representations and understandings.

14.7 Language

This Agreement has been originally drafted in the English language, which is the contractual language. The Spanish version is made available exclusively as a convenience and does not constitute an independent contractual document. In the event of any discrepancy, the English version shall prevail in all cases. For Professionals in Quebec, Canada, French language rights recognised under the Charte of la langue francaise are acknowledged.

14.8 Complaints Procedure

14.8.1 If the Professional has any complaint about Huuply's services, the Platform or any decision made in relation to their account, they may submit a formal complaint through:

• Email to: support@huuply.com (subject: "Formal Complaint — Professional"); or

14.8.2 Huuply will acknowledge receipt within two (2) business days and provide a substantive written response within seven (7) calendar days. Where the complexity requires a longer period, Huuply will notify the estimated timeframe.

14.8.3 If the Professional is not satisfied with Huuply's response and is located in Canada, they may escalate their complaint to the Office of the Privacy Commissioner of Canada (for privacy-related matters) or to the applicable provincial consumer protection authority.

14.9 Force Majeure

Huuply will not be in breach of this Agreement nor liable for any delays if such delays result from events beyond its reasonable control, including: acts of God, natural phenomena, catastrophes, pandemics, epidemics, declarations of emergency, war, terrorism, cyber-terrorism, armed conflicts, decisions of governmental authorities, interruptions to electricity supply, telecommunications or internet failures, or failures of third-party providers. Huuply will use reasonable efforts to restore the service in the shortest possible time.

14.10 Notices

14.10.1 All formal notices that the Professional must address to Molokaih LLC must be submitted in writing to support@huuply.com or by post to the registered address. Notices sent by email shall take effect from the moment Huuply issues written confirmation of receipt.

14.10.2 Notices from Huuply to the Professional will be sent to the email address registered on their account and shall take effect at the moment of sending, regardless of whether they are actually opened. The Professional must keep that address up to date at all times.