Business Partner Agreement

1. Parties and Agreement

This Business Partner Agreement ("Agreement") is between TheNextWay AI Inc., a corporation incorporated in British Columbia, Canada, operating the Kidzhood platform ("Kidzhood", "we", "us"), and the business entity or individual completing the onboarding process ("Business Partner", "you").

By clicking "Complete setup" during onboarding, or by otherwise using the Kidzhood Business Portal, you represent that you have the authority to bind the Business Partner to this Agreement and you agree to all terms set out below. If you do not agree, do not complete the onboarding process.

2. Platform Description

Kidzhood is a family activity discovery platform that helps parents in Metro Vancouver find children's activities, camps, events, and venues. The Business Portal allows verified Business Partners to:

• Claim and manage existing listings for their business;
• Submit new listings for review and publication;
• Purchase sponsored placement in search results;
• Update descriptions, contact information, and other listing details.

Listing on Kidzhood is not an endorsement. Publication of a listing constitutes access to our platform only. Kidzhood does not evaluate, recommend, endorse, or vouch for the quality, safety, reliability, or suitability of any Business Partner or its programs.

3. Business Representations and Warranties

By completing onboarding and at all times while listed on Kidzhood, you represent and warrant that:

3.1 Accuracy of Information

• All information provided on your listing (name, address, contact details, age ranges, pricing, program descriptions, hours of operation) is accurate, complete, and not misleading at the time of submission;
• You will update your listing promptly whenever information changes;
• You will not submit false, fraudulent, or deceptive information.

3.2 Legal Compliance

• You hold all required business licences, permits, registrations, and certifications required by federal, provincial, and municipal law to operate your programs, including where applicable: the BC Community Care and Assisted Living Act (child care licensing), the BC Safety Standards Act, municipal business licences, and any sector-specific certification;
• You carry adequate commercial general liability insurance for your programs;
• You comply with all applicable workplace health and safety legislation, including the BC Workers Compensation Act.

3.3 Child Safety

• All staff, volunteers, and contractors who have unsupervised access to minors as part of your programs have undergone a criminal record check as required by the BC Criminal Records Review Act (or the equivalent requirement in any other jurisdiction in which you operate);
• Your programs are appropriate for the age ranges stated on your listing and you have not misrepresented the age suitability of any program;
• You have age-appropriate supervision ratios in place for all programs;
• You are not currently subject to any unresolved investigation, complaint, or regulatory action relating to child safety, child abuse, or misconduct involving minors;
• You will notify Kidzhood immediately (at business@kidzhood.ca) if any of the above ceases to be true.

3.4 Authority

• If you are registering on behalf of a corporation, partnership, or other legal entity, you have the authority to bind that entity to this Agreement;
• Your use of the Business Portal does not violate any other agreement you are party to.

4. Prohibited Content

You must not submit listing content that:

• Is false, misleading, or deceptive;
• Infringes any third-party intellectual property right;
• Contains hate speech, discriminatory language, or content harmful to children;
• Advertises illegal products or services;
• Constitutes spam or unsolicited commercial messaging;
• Contains personal data of individuals without their consent.

All listing submissions are reviewed by Kidzhood (including automated content moderation) before publication. We reserve the right to reject any submission without explanation.

5. Kidzhood's Rights

Kidzhood reserves the right to, at any time and without notice:

• Modify, edit, or reformat listing content for presentation purposes;
• Remove or suspend any listing for any reason, including receipt of a complaint, a safety concern, or failure to comply with this Agreement;
• Terminate your Business Portal account if you breach this Agreement;
• Independently verify information provided by you using publicly available sources.

Removal of a listing does not entitle you to any refund of sponsored placement fees already paid, unless required by applicable law.

5.1 Verification Right

Kidzhood reserves the right, at any time, to request additional documentation from you to verify any submitted information or your authority to submit it. You agree to provide such documentation within 14 days of our request. Failure to respond may result in suspension of your listings, account, or advertising privileges without liability to Kidzhood. Kidzhood may also independently verify submitted information through publicly available sources, including provincial business registries, the Canada Revenue Agency business registry, and Google Business Profile. Nothing in this clause creates an obligation on Kidzhood to conduct verification.

6. Disclaimer of Liability

6.1 Intermediary Safe Harbor

Kidzhood operates as a neutral intermediary platform and does not independently verify the accuracy of all information submitted by Business Partners beyond the procedures described in its Verification Policy. Kidzhood's listing of a business, activity, camp, event, or venue does not constitute an endorsement, recommendation, or warranty as to the quality, safety, suitability, or accuracy of that listing. Kidzhood shall not be liable for any damages, losses, or claims arising from inaccurate, incomplete, or misleading information submitted by a Business Partner, to the fullest extent permitted by applicable law. This limitation applies to claims by families, children, third parties, or other business partners. Nothing in this clause limits Kidzhood's obligations under applicable consumer protection or privacy law.

7. Indemnification

You agree to indemnify, defend, and hold harmless Kidzhood, TheNextWay AI Inc., and their directors, officers, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising from:

• Any breach of this Agreement by you;
• Any inaccuracy in your listing content;
• Any injury, harm, or loss suffered by a person arising from your programs or facilities;
• Your violation of any applicable law or regulation.

8. Data and Privacy

Kidzhood collects and processes business contact information (name, email, phone, address, website) and listing content for the purpose of operating the platform and displaying your listing to families. This constitutes "personal information" under the BC Personal Information Protection Act (PIPA) and Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable.

• We will not sell your personal information to third parties;
• We may share limited information with service providers (e.g., cloud hosting, email delivery) under confidentiality obligations;
• Listing content (business name, address, program details) is published publicly on the platform and may be indexed by search engines;
• You may request access to, correction of, or deletion of your account data by contacting privacy@kidzhood.ca.

Our full Privacy Policy is available at kidzhood.ca/legal/privacy.

9. Commercial Electronic Messages (CASL)

By registering a Business Portal account, you provide express consent under Canada's Anti-Spam Legislation (CASL) to receive commercial electronic messages from Kidzhood relating to the Business Portal, your listings, platform updates, and promotional opportunities. You may withdraw consent at any time by contacting us at business@kidzhood.ca or clicking the unsubscribe link in any message. Withdrawal of consent does not affect transactional messages necessary for the operation of your account.

10. Intellectual Property

You retain ownership of any content you submit (photos, descriptions, logos). By submitting content, you grant Kidzhood a non-exclusive, royalty-free, worldwide licence to display, reproduce, and distribute that content solely for the purpose of operating and promoting the Kidzhood platform. This licence ends when you remove the content or close your account, except for content that has been shared or indexed by third parties.

11. Term and Termination

This Agreement is effective from the date you complete onboarding and continues until terminated by either party. You may close your account at any time by contacting business@kidzhood.ca. Kidzhood may terminate your account immediately for breach of this Agreement or for conduct that, in our sole discretion, poses a risk to children or families. Sections 6 (Liability), 7 (Indemnification), and 12 (Governing Law) survive termination.

12. Governing Law and Disputes

This Agreement is governed by the laws of the Province of British Columbia and the applicable laws of Canada, without regard to conflict of law principles. Any dispute arising under this Agreement shall first be subject to good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Vancouver, BC, under the BC Arbitration Act, with one arbitrator agreed upon by both parties. If arbitration is not agreed, the parties submit to the exclusive jurisdiction of the courts of British Columbia.

13. Changes to This Agreement

We may update this Agreement from time to time. We will notify Business Partners by email at least 14 days before material changes take effect. Continued use of the Business Portal after the effective date of changes constitutes acceptance of the updated Agreement. The current version of this Agreement is always available at kidzhood.ca/legal/business-terms.

14. Contact

For questions about this Agreement, contact: business@kidzhood.ca
TheNextWay AI Inc., Metro Vancouver, British Columbia, Canada