Contract agreement

Updated on April 9, 2026

This mover contract agreement is entered into between Tingsapp Inc., a corporation existing under the laws of British Columbia, together with its affiliates, successors, and permitted assigns, referred to in this agreement as "Tingsapp," and the individual or business entity electronically accepting this agreement during the mover onboarding or account registration process, referred to in this agreement as the "Mover."

This agreement becomes effective on the date the Mover accepts it electronically and continues unless and until terminated in accordance with its terms. By accepting this agreement, the Mover confirms that the Mover has read, understood, and agreed to be legally bound by all of its provisions.

This agreement governs the Mover's access to and use of the Tingsapp websites, mobile applications, software, communications, tools, payment workflows, and related technology services that enable customers to request and schedule moving, delivery, transportation, loading, unloading, packing, assembly, disassembly, logistics, and related services from independent third-party service providers.

1. Nature of the relationship and the services

Tingsapp operates a technology platform and marketplace. Tingsapp is not a mover, carrier, household goods carrier, transportation company, warehouse operator, employer, or staffing agency, and Tingsapp does not itself provide moving or logistics services. The Mover acknowledges and agrees that all services offered, accepted, and performed through the platform are performed solely by the Mover as an independent business and not by Tingsapp.

The platform may enable customers to locate, compare, book, pay for, review, and communicate regarding services offered by independent movers. Tingsapp may facilitate customer support, scheduling communications, in-app messaging, payment collection, payout processing, issue intake, and general marketplace administration; however, none of these functions changes the independent nature of the relationship between Tingsapp and the Mover or transfers responsibility for the services from the Mover to Tingsapp.

The Mover is solely responsible for the planning, staffing, supervision, performance, timing, route selection, service execution, protection of property, handling of goods, loading and unloading practices, use of tools and equipment, driving practices, compliance with laws, and all other operational aspects of each service accepted through the platform.

The Mover further acknowledges that Tingsapp may add, remove, suspend, modify, or discontinue platform features, service areas, service categories, order flows, payout mechanics, customer-facing disclosures, or platform policies from time to time in its sole discretion, subject to applicable law. Continued use of the platform after any updated agreement or policy becomes effective constitutes acceptance of the updated terms to the extent permitted by law.

2. Eligibility, authority, and account registration

The Mover represents and warrants on an ongoing basis that the Mover has full legal capacity, power, and authority to enter into this agreement and to perform all obligations under it. If the Mover is signing on behalf of a corporation, partnership, sole proprietorship, or other business entity, the person accepting this agreement represents and warrants that such person is duly authorized to bind that entity.

The Mover shall provide complete, current, and accurate information during onboarding and throughout the term of this agreement, including legal name, operating name, address, email address, telephone number, business registration information, banking details, tax registration details, service area information, vehicle information, insurance information, and any other information reasonably requested by Tingsapp.

The Mover shall maintain only truthful and non-misleading account, profile, and service information. The Mover shall promptly update any information that becomes inaccurate, incomplete, expired, suspended, cancelled, or otherwise no longer current. Tingsapp may require the Mover to submit documents, certifications, photographs, declarations, or confirmations from time to time for account verification, compliance reviews, or operational purposes.

The Mover is responsible for maintaining the confidentiality and security of all usernames, passwords, devices, and access credentials used in connection with the platform. The Mover is fully responsible for all activity occurring under the Mover's account, whether or not authorized by the Mover, unless applicable law requires otherwise. The Mover shall notify Tingsapp immediately of any suspected unauthorized access, credential compromise, or security incident involving the account.

3. Independent contractor status

The parties expressly agree that the Mover is engaged as an independent contractor and independent business. Nothing in this agreement creates or shall be construed to create any employment, worker, agency, franchise, fiduciary, partnership, joint venture, representative, or similar relationship between the Mover and Tingsapp.

The Mover is not entitled to and shall not participate in any wages, salary, overtime, vacation pay, holiday pay, termination pay, severance pay, pension, benefits, workers' compensation benefits from Tingsapp, unemployment insurance benefits from Tingsapp, or any other compensation, benefit, or protection typically associated with employment. The Mover has no authority to make commitments, representations, guarantees, or warranties on behalf of Tingsapp.

The Mover is solely responsible for all business expenses and operating costs, including vehicles, fuel, maintenance, insurance, permits, labour, tools, equipment, mobile devices, data plans, parking, tolls, uniforms, moving supplies, taxes, remittances, deductions, licensing, training, worker administration, and all other costs associated with operating the Mover's business and performing services.

The Mover is solely responsible for determining the Mover's internal staffing decisions, compensation arrangements with the Mover's personnel, work methods, work schedules, order acceptance decisions, use of helpers, and day-to-day operational management, subject always to the requirements of this agreement, applicable law, and the specific customer order accepted by the Mover.

4. Order opportunities, acceptance, and performance obligations

Tingsapp may present the Mover with service opportunities through the platform. The Mover has no obligation to accept any opportunity before acceptance. Once the Mover accepts an order, however, the Mover becomes contractually obligated to perform the accepted service in full, in a professional manner, and in accordance with the customer booking details, the quoted scope, any applicable platform policies, any lawful special instructions disclosed to the Mover, and all applicable legal requirements.

The Mover shall carefully review each order before acceptance and shall accept only those orders that the Mover is able, willing, staffed, equipped, licensed, and insured to perform properly. The Mover shall not accept an order speculatively or with the intention of cancelling later for convenience, seeking off-platform payment, renegotiating the job in bad faith, or otherwise failing to perform the order as accepted.

The Mover shall arrive on time, maintain reliable communication, present personnel who are fit for duty, supply suitable vehicles and equipment, complete the service diligently, and use reasonable care in relation to customer premises and goods. The Mover shall not abandon, materially delay, partially perform, or refuse to complete an accepted order except where performance would be unlawful, unsafe, impossible due to circumstances beyond the Mover's reasonable control, or otherwise reasonably justified.

The Mover acknowledges that customer trust is essential to the platform. Repeated lateness, repeated cancellations after acceptance, unprofessional conduct, unsafe work practices, failure to follow reasonable instructions, poor communication, harassment, discriminatory conduct, property mishandling, intoxication, suspected fraud, or any other conduct inconsistent with Tingsapp's standards may result in warnings, reduced access to order opportunities, temporary suspension, immediate deactivation, withholding of payouts pending review, termination of this agreement, or any combination of the foregoing.

5. Personnel, subcontractors, and background checks

The Mover is solely and fully responsible for all personnel used to perform services, including employees, independent contractors, helpers, drivers, movers, temporary workers, subcontractors, and any other individuals engaged directly or indirectly by the Mover. The Mover shall ensure that all such personnel are qualified, trained, competent, lawfully entitled to work in the applicable jurisdiction, fit for duty, and able to perform the services safely and professionally.

The Mover shall, at the Mover's own sole cost and responsibility, conduct and maintain appropriate criminal background checks, identity verification, reference checks, work eligibility verification, licensing verification, and any other screening, vetting, or monitoring that is prudent or required by law for all personnel who may perform services through the platform. Tingsapp does not conduct background checks on the Mover's personnel, does not supervise the Mover's hiring practices, and does not assume any duty, liability, or responsibility for the background, honesty, suitability, conduct, qualifications, training, or acts or omissions of the Mover or any of the Mover's personnel.

The Mover represents and warrants that every person deployed on any order has been appropriately vetted by the Mover and is suitable to enter customer homes, buildings, and premises and to handle customer property. The Mover shall maintain records of such vetting and shall produce reasonable confirmation of compliance if Tingsapp requests it in connection with a complaint, incident, audit, regulatory issue, insurance matter, or platform review.

The Mover remains fully liable for all acts and omissions of all personnel engaged by the Mover, whether such personnel are characterized by the Mover as employees, contractors, casual helpers, or otherwise. No use of subcontractors, helpers, or other personnel limits the Mover's liability under this agreement or creates any relationship between such persons and Tingsapp.

6. Service standards, conduct, and customer care

The Mover shall perform all services with due care, skill, diligence, courtesy, and professionalism consistent with a reputable moving and logistics business. The Mover shall use appropriate lifting practices, safe handling methods, protective materials when reasonably required, and commercially reasonable efforts to avoid loss, breakage, delay, damage, and injury.

The Mover shall treat customers, customer representatives, building staff, and the public respectfully and lawfully at all times. The Mover shall not engage in harassment, discrimination, retaliation, threatening behaviour, abusive language, intoxication, use of illegal substances, smoking where prohibited, unsafe driving, reckless handling of property, or any conduct that could reasonably harm the customer, the public, Tingsapp, or the reputation of the platform.

The Mover shall communicate promptly and honestly regarding arrival windows, delays, service issues, missing information, incidents, access problems, vehicle breakdowns, staffing issues, and any other matter that may affect service quality or completion. The Mover shall not mislead customers or Tingsapp regarding availability, staffing, timing, pricing, insurance, claimed damage, or the status of an order.

The Mover acknowledges that customer ratings, reviews, complaints, refunds, incident reports, support tickets, platform data, lateness history, cancellation patterns, communication logs, and other performance indicators may be used by Tingsapp in evaluating service quality, account standing, eligibility for future order opportunities, and enforcement decisions under this agreement.

7. Vehicles, tools, equipment, and safety

The Mover shall supply and maintain all vehicles, dollies, straps, blankets, ramps, bins, tools, protective materials, fuel, labour, technology, and other equipment necessary to perform each accepted order properly and safely. All such vehicles and equipment shall be suitable for the services performed, clean and presentable, maintained in good working order, and compliant with law, manufacturer requirements, and industry safety standards.

The Mover shall ensure that all drivers hold all valid licences required by law, that all vehicles are properly registered, and that all vehicles used in connection with the services are operated in a safe, lawful, and roadworthy condition. The Mover shall not use any vehicle that is unsafe, unregistered, uninsured, overloaded, improperly secured, or otherwise not legally or operationally fit for service.

The Mover is solely responsible for occupational health and safety compliance, worker safety, lifting safety, road safety, securement of goods, accident prevention, and compliance with all applicable regulatory requirements and building rules. Tingsapp has no control over field operations and assumes no duty to inspect the Mover's vehicles, job sites, equipment, or safety procedures.

8. Legal compliance, licences, and permits

The Mover shall at all times comply with all applicable federal, provincial, territorial, municipal, and local laws, regulations, bylaws, codes, and industry requirements relevant to the Mover's business and the services, including those relating to transportation, household goods moving, employment standards, independent contractors, tax, privacy, consumer protection, health and safety, workers' compensation, labour, immigration, road use, vehicle operation, parking, dangerous goods, and business licensing.

The Mover shall obtain and maintain all business licences, registrations, operating authorities, permits, and approvals required to lawfully perform the services in every jurisdiction in which the Mover operates. Upon request, the Mover shall promptly provide evidence of such compliance to Tingsapp. Failure to maintain required licences, permits, authorities, or legal compliance may result in immediate suspension or termination.

The Mover shall not use the platform or perform services in any manner that violates any law, infringes any third-party rights, or exposes Tingsapp to regulatory risk. The Mover is solely responsible for understanding the legal requirements applicable to the Mover's operations and shall not rely on Tingsapp for legal, tax, insurance, employment, or regulatory advice.

9. Insurance and risk allocation

As a continuing condition of access to the platform, the Mover shall maintain at the Mover's sole cost all insurance coverage reasonably required for the Mover's operations and for the services performed through the platform. Without limiting the foregoing, the Mover shall maintain commercial automobile insurance, commercial general liability insurance, cargo or goods-in-transit coverage, and workers' compensation or equivalent legally required workplace injury coverage for all personnel used by the Mover, together with any additional insurance required by law or reasonably required by Tingsapp for a service category or market.

The Mover shall maintain coverage limits, exclusions, endorsements, deductibles, and policy terms that are commercially reasonable for the nature and scale of the Mover's operations. The Mover shall be solely responsible for all deductibles, retentions, excluded losses, and uninsured losses. The Mover shall ensure that all policies remain active and valid during the entire period in which the Mover uses the platform or performs services arising from it.

The Mover shall provide proof of insurance, certificates, declarations, policy confirmations, renewal confirmations, and related documentation upon request. Tingsapp may suspend the Mover's account at any time if insurance information is missing, expired, cancelled, inaccurate, or reasonably considered insufficient. Tingsapp's request for or review of insurance documentation does not create any duty by Tingsapp to verify adequacy, enforce claims, advise on coverage, or assume any liability for the Mover's insurance arrangements.

The Mover acknowledges and agrees that claims relating to property loss, property damage, bodily injury, personal injury, death, cargo loss, vehicle loss, delay, negligence, service misconduct, or other service-related events are the Mover's responsibility to defend, manage, and resolve, whether directly with the customer, through the Mover's insurers, or through other lawful means. Tingsapp and its affiliates bear no responsibility to insure the Mover or to satisfy claims against the Mover.

10. Pricing, service fees, taxes, and gratuities

The Mover acknowledges and agrees that pricing presented to customers through the platform is determined by Tingsapp and not by the Mover. Pricing may be calculated using one or more operational variables, including service type, inventory or move size, estimated labour, travel time, distance, timing, market conditions, service area considerations, minimums, promotions, surcharges, discounts, customer support adjustments, taxes, and other factors determined by Tingsapp from time to time.

The Mover has no authority to set, adjust, increase, reduce, or renegotiate platform pricing on Tingsapp's behalf. The Mover shall not represent to any customer that the Mover controls the platform price, and the Mover shall not demand additional compensation inconsistent with the accepted order except where a documented order change is expressly approved through a Tingsapp-authorized process.

In consideration for access to the platform and related services, Tingsapp may charge the Mover a service fee for each completed order. Unless Tingsapp notifies the Mover otherwise in writing or through an updated policy, the service fee is fifteen percent of the order subtotal before taxes and before gratuities, where applicable. Tingsapp may change the service fee prospectively in accordance with applicable law and reasonable notice practices.

The platform may permit customers to leave gratuities. Unless otherwise stated in a written Tingsapp policy, the Mover retains one hundred percent of gratuities paid by the customer, whether paid through the platform or directly in cash. The Mover is solely responsible for all tax reporting and other legal obligations relating to gratuities received by the Mover or the Mover's personnel.

The Mover is solely responsible for all tax obligations associated with the Mover's business, including income tax, corporate tax, payroll obligations, source deductions, workers' compensation assessments, sales tax registration obligations, GST, HST, PST, QST, and any other taxes, levies, charges, or remittances arising from the Mover's operations or the services. To the extent Tingsapp collects or facilitates collection of any taxes from customers in connection with orders, the Mover remains responsible for the Mover's own legal compliance, reporting, and remittance obligations unless applicable law expressly provides otherwise.

11. Payment processing, weekly payouts, holds, and adjustments

The Mover shall provide accurate and complete banking and payout information required by Tingsapp or its designated payment processors in order to receive payouts. The Mover authorizes Tingsapp and its designated payment processors to collect, use, verify, and process such information for payment administration, compliance, fraud prevention, and payout purposes in accordance with applicable privacy laws and the relevant processor's terms.

The Mover acknowledges that Tingsapp may use one or more third-party payment service providers, including Stripe Connect or similar services, to facilitate payment collection and payout delivery. The Mover may be required to agree to additional processor terms and to complete identity verification, beneficial owner verification, sanctions checks, know-your-customer procedures, tax validation, or other compliance steps required by the processor or by law.

Subject to this agreement, applicable law, processor availability, and successful payment collection from the customer, payouts for successfully completed eligible orders are generally scheduled weekly by direct deposit to the banking account designated by the Mover. Timing estimates are not guarantees. Payout dates may be affected by weekends, holidays, processor delays, incomplete account information, charge reviews, failed deposits, compliance checks, risk holds, customer disputes, fraud investigations, or other operational or legal issues.

Tingsapp may withhold, delay, reverse, deduct, offset, or adjust any amounts otherwise payable to the Mover where Tingsapp reasonably determines that doing so is necessary or appropriate in connection with chargebacks, refunds, customer credits, duplicate payments, processor reversals, service failures, property damage claims, fraud, misconduct, unauthorized transactions, policy breaches, outstanding fees, legal compliance requirements, tax withholding requirements, banking errors, or any other amounts the Mover owes to Tingsapp under this agreement or otherwise by law.

If a payout fails, is rejected, or is returned due to inaccurate banking details, closed accounts, processor restrictions, or other issues attributable to the Mover, Tingsapp may delay re-issuance until the issue is corrected and may require additional verification before re-processing. Tingsapp is not liable for losses caused by inaccurate or outdated payout information supplied by the Mover.

If Tingsapp reasonably determines that a service was not completed as accepted, was materially deficient, involved fraud, misconduct, abuse, or unauthorized off-platform payment collection, or resulted in a refund or reversal, Tingsapp may determine that the Mover is not entitled to some or all of the payout for that order. Tingsapp may also recover such amounts from future payouts or by other lawful means. The Mover shall cooperate fully with any review and shall provide timely and truthful information, documents, photographs, and other evidence requested by Tingsapp in connection with payment eligibility or disputes.

If the Mover in good faith disputes a payout determination, the Mover shall first notify Tingsapp in writing and provide supporting details, and the parties shall attempt to resolve the issue through good faith communication before either party initiates formal proceedings, except where urgent relief is permitted by law.

12. Customer property, incidents, damage, and claims handling

The Mover assumes full responsibility for the care, custody, handling, loading, unloading, transportation, assembly, disassembly, placement, and protection of customer property during the performance of services by the Mover or the Mover's personnel. The Mover shall use reasonable care and commercially appropriate methods to protect customer goods, customer premises, common areas, elevators, hallways, floors, walls, doors, and building property.

The Mover shall immediately notify both the customer and Tingsapp of any accident, injury, vehicle incident, cargo issue, property damage, claim, complaint involving alleged loss or breakage, police involvement, regulatory contact, theft allegation, safety issue, or other material service incident. The Mover shall preserve relevant evidence and cooperate fully in the investigation, documentation, and resolution of the matter.

The Mover acknowledges that all claims arising from the services, including claims for loss, damage, delay, negligence, bodily injury, misconduct, conversion, trespass, or breach of legal duty, are matters for the Mover to address directly with the customer, the Mover's insurer, or other applicable parties. Tingsapp may, but is not obligated to, facilitate communication or collect information. Tingsapp has no obligation to adjudicate or pay any claim and no such facilitation creates liability on Tingsapp's part.

The Mover shall not make false admissions, conceal incidents, falsify records, intimidate claimants, misrepresent insurance coverage, or otherwise handle claims in bad faith. The Mover shall maintain truthful service records and incident documentation and shall provide them to Tingsapp upon reasonable request.

13. Communications, customer information, and privacy

In the course of using the platform and performing services, the Mover may receive customer names, contact details, addresses, inventory details, building access information, schedules, photographs, and other personal or confidential information. The Mover shall use such information solely for the limited purpose of performing the accepted service, handling legitimate service follow-up, meeting legal obligations, or otherwise as expressly authorized by the customer or Tingsapp.

The Mover shall keep all customer, platform, and business information confidential and shall protect it using reasonable administrative, technical, and physical safeguards. The Mover shall not sell, disclose, publish, scrape, mine, copy, retain longer than necessary, or use such information for unrelated marketing, solicitation, surveillance, competitive purposes, or any other unauthorized purpose.

The Mover shall comply with all applicable privacy and data protection laws in relation to any personal information accessed or processed through the platform. If the Mover becomes aware of any privacy breach, unauthorized disclosure, device compromise, or misuse of personal information, the Mover shall notify Tingsapp immediately and shall cooperate fully in containment, investigation, remediation, and legally required notices.

The Mover acknowledges that Tingsapp's own collection and use of information is governed by Tingsapp's then-current privacy policy and related platform disclosures. By accepting this agreement and using the platform, the Mover agrees to Tingsapp's collection, use, disclosure, and retention of Mover information as reasonably necessary for onboarding, identity verification, compliance, analytics, service administration, payment processing, customer support, dispute handling, fraud prevention, legal compliance, and operation of the platform.

14. Intellectual property, profile content, and limited licence

All rights, title, and interest in and to the Tingsapp platform, including the software, interfaces, workflows, designs, text, graphics, marks, trade names, service names, logos, data compilations, and related intellectual property, remain the exclusive property of Tingsapp or its licensors. Except for the limited rights expressly granted in this agreement, no licence or right is granted to the Mover by implication, estoppel, or otherwise.

Subject to this agreement, Tingsapp grants the Mover a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the term to access and use the platform solely for the Mover's internal business purpose of receiving and performing service opportunities made available through the platform. The Mover shall not copy, modify, create derivative works of, reverse engineer, decompile, scrape, frame, mirror, resell, lease, sublicense, or exploit the platform except as expressly permitted by applicable law and this agreement.

The Mover grants Tingsapp a non-exclusive, royalty-free, worldwide licence during the term of this agreement and for a reasonable period afterward to use, reproduce, display, adapt, and publish the Mover's business name, operating name, logo, profile content, service descriptions, photographs, ratings, reviews, and other content or identifiers supplied by or on behalf of the Mover for the purposes of operating, marketing, improving, and administering the platform and related services. The Mover represents and warrants that the Mover has all rights necessary to grant this licence.

The Mover shall not use Tingsapp's name, brand, logo, or goodwill except as expressly permitted by Tingsapp in writing or through official platform materials. The Mover shall not hold itself out as an employee, agent, branch, partner, or legal representative of Tingsapp.

15. Non-exclusivity and independent customers

This agreement is non-exclusive. The Mover remains free, at the Mover's own discretion and outside the scope of this agreement, to operate the Mover's business independently, to serve the Mover's own customers, and to perform services for other companies, platforms, marketplaces, brokers, or clients, provided that doing so does not breach this agreement, applicable law, or any lawful duty owed to customers whose information was obtained through Tingsapp.

Nothing in this agreement restricts the Mover from pursuing or serving the Mover's own independently obtained customers. However, the Mover shall not misuse Tingsapp's confidential information, customer data, platform tools, or order information in order to commit fraud, misrepresentation, or other unlawful conduct. The Mover shall not represent off-platform jobs as Tingsapp jobs and shall not bind Tingsapp to any off-platform arrangement.

16. Representations, warranties, and ongoing covenants

The Mover represents, warrants, and covenants on a continuing basis that: the Mover is duly organized or legally capable of operating the business as represented; the Mover has and will maintain all licences, permits, registrations, and insurance required by law and by this agreement; all information provided to Tingsapp is and will remain true, complete, and not misleading; the Mover and the Mover's personnel are qualified and fit to perform the services; and the Mover's acceptance and performance of this agreement does not violate any other contract, law, order, or obligation binding on the Mover.

The Mover further represents, warrants, and covenants that the Mover will not engage in fraud, theft, conversion, unauthorized charges, billing manipulation, forged documents, misappropriation of tips, false claims, fabricated incidents, false reviews, collusive behaviour, harassment, discrimination, unsafe conduct, retaliation, or any other dishonest, abusive, or unlawful conduct in connection with the platform or the services.

The Mover shall promptly notify Tingsapp if any event occurs that could reasonably affect the truth of these representations or the Mover's eligibility to perform services, including licence suspensions, insurance cancellation, criminal charges reasonably relevant to platform safety, insolvency proceedings, regulatory actions, material claims, or other events that create legal, safety, or reputational risk.

17. Suspension, deactivation, and termination

Tingsapp may suspend, restrict, or deactivate the Mover's access to the platform immediately, with or without prior notice, if Tingsapp reasonably believes that the Mover has breached this agreement, violated a policy, failed to maintain required licences or insurance, provided false information, created legal or reputational risk, engaged in fraud or misconduct, jeopardized customer safety, caused serious service failures, or otherwise created a situation in which continued platform access is not appropriate.

The Mover may stop using the platform at any time and may terminate this agreement by giving written notice to Tingsapp or by closing the account through any process made available by Tingsapp, subject to completion of all accepted but not yet completed obligations and subject to any outstanding payment, indemnity, confidentiality, claim cooperation, recordkeeping, or dispute obligations.

Termination or suspension does not relieve the Mover of obligations accrued before the effective date of termination, including obligations relating to completed or partially completed orders, customer incidents, claims, chargebacks, indemnification, confidentiality, taxes, audits, investigations, and dispute resolution. Sections of this agreement that by their nature are intended to survive termination shall survive, including without limitation those relating to payment adjustments, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and general provisions.

18. Indemnification

The Mover shall defend, indemnify, and hold harmless Tingsapp, its affiliates, and their respective directors, officers, shareholders, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses, including reasonable legal fees and disbursements, arising out of or relating to: the Mover's services; the acts or omissions of the Mover or the Mover's personnel; bodily injury, death, property loss, property damage, cargo loss, delay, negligence, or misconduct; any breach of this agreement; any inaccuracy in the Mover's representations or warranties; any violation of law; any employment-related, labour-related, tax-related, or contractor-related claim by the Mover's personnel; any privacy or data incident caused by the Mover; or any dispute between the Mover and a customer, building, third party, regulator, or insurer.

This indemnity applies regardless of the theory of liability and whether the claim is brought directly or indirectly, except to the extent a final non-appealable decision of a court of competent jurisdiction determines that the claim resulted solely from Tingsapp's gross negligence or wilful misconduct. Tingsapp may participate in the defence of any matter with counsel of its own choosing at its own expense.

19. Limitation of liability and disclaimer

To the maximum extent permitted by law, the platform and all related services are provided on an "as is" and "as available" basis without warranties, representations, or conditions of any kind except as expressly stated in this agreement or as required by law. Tingsapp disclaims all implied warranties and conditions, including implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, accuracy, and error-free operation.

Without limiting the foregoing, Tingsapp does not warrant that the platform will always be available, that orders will be offered in any quantity or at any frequency, that any estimate or pricing model will produce any particular result, that customers will provide complete information, that any payment will be received without reversal, or that use of the platform will be profitable for the Mover.

To the fullest extent permitted by law, Tingsapp and its affiliates shall not be liable to the Mover for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, replacement costs, or economic loss arising out of or relating to this agreement, the platform, or the services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Tingsapp's aggregate liability to the Mover arising out of or relating to this agreement, the platform, or the services shall not exceed the total service fees actually retained by Tingsapp from the Mover in respect of the specific order or claim giving rise to the alleged liability during the three months immediately preceding the event giving rise to the claim. Nothing in this agreement excludes or limits liability that cannot legally be excluded or limited under applicable law.

20. Dispute resolution and governing law

The parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this agreement, the platform, or the services through informal written notice and good faith discussions. If the matter is not resolved through informal discussions, either party may pursue the dispute in accordance with this section.

Except where prohibited by law or where a party seeks urgent injunctive or equitable relief relating to confidentiality, privacy, intellectual property, misuse of the platform, or threatened unlawful conduct, any dispute arising out of or relating to this agreement shall be submitted to binding arbitration in Vancouver, British Columbia, in English, before a single arbitrator, in accordance with the applicable arbitration legislation in British Columbia. The arbitrator shall have authority to award any remedy available at law that is not prohibited by this agreement.

This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to the arbitration requirement above and subject to any non-waivable rights under applicable law, the courts located in Vancouver, British Columbia shall have exclusive jurisdiction over any matter permitted to proceed in court.

21. General provisions

This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, negotiations, representations, or agreements, whether oral or written, relating to that subject matter.

If any provision of this agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving its intent to the maximum extent permitted by law.

No waiver by either party of any breach or default shall be effective unless in writing, and no waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. A party's delay or failure to enforce any right shall not constitute a waiver of that right.

The Mover may not assign, transfer, delegate, charge, or otherwise dispose of this agreement or any rights or obligations under it without Tingsapp's prior written consent. Tingsapp may assign or transfer this agreement, in whole or in part, without restriction to an affiliate, successor, acquirer, or in connection with a corporate reorganization, merger, financing, or sale of assets.

Tingsapp shall not be liable for delay or failure to perform any obligation under this agreement to the extent caused by events beyond its reasonable control, including natural disasters, severe weather, labour disruption, internet or telecommunications failure, processor outage, power failure, governmental action, epidemic, civil disturbance, or other force majeure events.

The headings in this agreement are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa as the context requires. The word "including" means "including without limitation." This agreement may be accepted electronically, and electronic acceptance shall have the same force and effect as a handwritten signature. The parties agree that electronic records and platform logs may be used as evidence of acceptance, communications, bookings, changes, payouts, and other relevant events.

Acknowledgement

By electronically accepting this agreement, the Mover acknowledges and agrees that the Mover has carefully reviewed this agreement, understands it, has had the opportunity to obtain independent legal, tax, insurance, and business advice, and agrees to be bound by it.