Off-Platform Waiver & Release Agreement

This Off-Platform Waiver & Release Agreement (the "Agreement") is entered into between me (the "Signer") and BuildSmarts. By signing below I confirm that I have read, understood, and voluntarily agreed to every clause set out in this Agreement.

1. Release of Liability. I hereby release, waive, and forever discharge BuildSmarts, its owners, officers, employees, ambassadors, contractors, and affiliates from any and all liability, claims, demands, damages, losses, costs, and expenses of every kind — including personal injury, property damage, financial loss, and consequential damages — arising out of or in any way connected to any arrangement I make with a party introduced through BuildSmarts once that arrangement moves outside the BuildSmarts platform (an “off-platform arrangement”).

2. Indemnification. I agree to indemnify, defend, and hold BuildSmarts (and each of the parties described in Clause 1) harmless from and against any and all claims, damages, judgments, fines, penalties, losses, and expenses — including reasonable legal fees and disbursements — arising out of or related to my off-platform arrangement, my conduct, or my breach of this agreement. If I bring a claim against BuildSmarts and do not prevail, I will pay BuildSmarts’ reasonable legal fees and costs of defence.

3. Assumption of Risk. I fully understand and voluntarily assume all risks associated with taking an arrangement off the BuildSmarts platform, including but not limited to substandard workmanship, delays, non-completion, unlicensed or uninsured tradespeople, property damage, personal injury, theft, financial loss, unpaid invoices, and non-compliance with building codes or permit requirements. I accept these risks knowingly and of my own free will.

4. No Slander — Liquidated Damages. I agree not to make, publish, cause to be published, repeat, or share any false, defamatory, slanderous, or libellous statement about BuildSmarts, its owners, employees, ambassadors, contractors, or affiliates, in any medium (verbal, written, online reviews, social media, broadcast, or otherwise). Because actual damages from reputational harm are difficult to quantify, I agree that any such breach will entitle BuildSmarts to liquidated damages of CAD $50,000 per breach, in addition to injunctive relief and any other remedies available at law or in equity.

5. Forum Selection & Venue. Any action, claim, or dispute arising out of or relating to this agreement or my off-platform arrangement shall be brought exclusively in the courts located in Toronto, Ontario, Canada, and I irrevocably submit to the personal jurisdiction of those courts and waive any objection based on forum non conveniens.

6. Governing Law. This agreement, and any dispute arising out of or relating to it, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws principles.

7. Independent Contractor Acknowledgement. I acknowledge and agree that any tradesperson, contractor, service provider, or third party introduced to me through BuildSmarts is an independent contractor and not an employee, partner, agent, joint venturer, or representative of BuildSmarts. BuildSmarts does not supervise, direct, or control any off-platform work and is not responsible for the acts, omissions, quality, safety, licensing, insurance, or legality of that work.

8. No Reliance. I acknowledge that I am not relying on BuildSmarts for any representation, warranty, advice, guidance, verification, vetting, insurance, or supervision with respect to my off-platform arrangement, including the quality, safety, legality, licensing, or fitness for purpose of the work. Any information provided by BuildSmarts is for general informational purposes only and is not a substitute for independent professional or legal advice.

9. Severability. If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from this agreement, and the remaining provisions shall continue in full force and effect.

10. Waiver of Jury Trial & Binding Arbitration. To the maximum extent permitted by law, both parties waive any right to a trial by jury. Any dispute that is not resolved through good-faith negotiation within 30 days shall be finally resolved by binding arbitration seated in Toronto, Ontario, Canada, before a single arbitrator, under the rules of the ADR Institute of Canada. Each party bears its own costs unless the arbitrator awards otherwise. I waive any right to participate in a class, collective, or representative action.

11. Electronic Signature Consent & Acceptance. I expressly consent to conduct this transaction electronically. I agree that typing my full legal name, checking the “I Agree” box, and clicking “Sign Waiver” constitutes my legally binding electronic signature under applicable electronic-transactions and e-signature legislation, and has the same legal effect as a handwritten signature. I confirm that I am at least the age of majority in my jurisdiction and have legal authority to enter into this agreement.

⚠️ IMPORTANT NOTICE: For educational purposes only. Not legal advice.