These Merchant Portal Terms and Conditions of Use (the "Terms") govern access to and use of the Kidzapp Merchant Portal and related services made available by Kidzapp Canada Inc. ("Kidzapp," "we," "us" or "our") through its websites, mobile applications and other digital platforms.

The Merchant Portal enables eligible businesses, organizations, sole proprietors and other experience providers to claim an existing listing, create new listings, update business information, submit images and other content, administer experiences, communicate with Kidzapp and use other merchant-facing functionality made available from time to time.

By creating an Account, each Merchant agrees to be bound by these Terms. The person creating the Account also confirms that they have read and understood these Terms and have authority to accept them on behalf of the Merchant.

1. DEFINITIONS

In these Terms:

"Account" means a registered Merchant Portal account.

"Applicable Law" means all federal, provincial, territorial and municipal laws, regulations, by-laws, codes, regulatory requirements and legally binding orders applicable to Kidzapp, the Merchant, the Merchant Content or an Experience.

"Authorized User" means an individual whom the Merchant has authorized to access or administer its Account.

"Child" or "Children" means persons under the age of majority in the province or territory in which the relevant Experience is offered and includes minors generally.

"Experience" means an activity, event, attraction, program, class, camp, venue, service, offer or other experience listed or proposed to be listed through the Kidzapp Platform.

"Kidzapp Content" means all content owned by or licensed to Kidzapp, including the Kidzapp name, trademarks, logos, software, databases, page designs, graphics, taxonomies, editorial content and Platform functionality, but excluding Merchant Content.

"Kidzapp Platform" means Kidzapp's websites, mobile applications, merchant systems, databases, communications channels and related products or services.

"Listing" means a public-facing profile, venue page, Experience page, offer or other entry displayed on the Kidzapp Platform.

"Merchant," "you" or "your" means the business, organization, sole proprietor or other experience provider that creates an Account, claims or manages a Listing or submits Merchant Content, together with the individual accepting these Terms on its behalf.

"Merchant Content" means any information, text, names, descriptions, photographs, videos, logos, trademarks, pricing, schedules, availability information, links, policies, promotions, documents, messages or other materials submitted, approved, supplied or made available by or on behalf of the Merchant.

"Merchant Portal" means the merchant-facing online portal, dashboard, Account-management interface and related tools made available by Kidzapp through the Kidzapp Platform that enable Merchants and their Authorized Users to create and manage Accounts, claim existing Listings, create new Listings, modify Merchant and Experience information, upload Merchant Content, administer Experiences, communicate with Kidzapp and access any other merchant-facing functionality made available by Kidzapp from time to time.

"Personal Information" has the meaning given under applicable Canadian privacy legislation.

"Publicly Available Content" means business information, images or other materials obtained by Kidzapp from sources that are publicly accessible, including a Merchant's public website, public social-media accounts, public directories, public event pages, press materials or other lawful public sources.

2. ELIGIBILITY AND AUTHORITY

2.1 Business use

The Merchant Portal is intended solely for legitimate business and organizational use. It is not intended for personal, household or consumer use.

2.2 Authority to bind the Merchant

The individual who creates an Account, accepts these Terms or uses the Merchant Portal on behalf of a Merchant represents and warrants that:

• a. they have reached the age of majority in their province or territory of residence;
• b. they have authority to act for and legally bind the Merchant;
• c. all registration and verification information they provide is complete, current and accurate; and
• d. the Merchant is legally entitled to operate its business and offer the Experiences associated with its Account.

If the individual lacks such authority, the individual may be personally responsible for their use of the Merchant Portal.

2.3 Legal right to Listings

The Merchant must not attempt to claim, create, modify, control, administer or otherwise exercise authority over any Listing unless the Merchant has the legal right and authority to do so.

The Merchant represents and warrants that it has all ownership rights, contractual rights, franchise rights, agency authority, employment authority, licences, permissions or other lawful authorization required to claim, create or modify each Listing associated with its Account.

The Merchant must not claim or modify a Listing belonging to another business, franchisee, franchisor, venue, operator, licensee, contractor or other third party without that party's lawful authorization.

2.4 Merchant verification

Kidzapp may require reasonable evidence of identity, business ownership, authorization, licensing or control over a Listing. This may include corporate records, government-issued identification, business licences, domain-based email verification or other supporting documentation.

Kidzapp may reject, defer or revoke a Listing claim where ownership or authority cannot reasonably be verified.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Acceptance through Account creation

By creating an Account, the Merchant agrees to these Terms and confirms that:

• a. the information provided during registration is true, accurate, complete and current;
• b. the person creating the Account has authority to act for and bind the Merchant;
• c. the Merchant has the legal right to claim, create and manage the Listings associated with its Account; and
• d. the Merchant will comply with these Terms and all Applicable Law.

3.2 Account information

The Merchant must provide and maintain accurate Account information, including its legal or operating name, contact details, business address and the identity and authority of its Authorized Users.

3.3 Account credentials

The Merchant must:

• a. maintain the confidentiality of all usernames, passwords, authentication codes and access credentials;
• b. use strong, unique passwords and any multifactor-authentication tools made available by Kidzapp;
• c. restrict Account access to Authorized Users;
• d. ensure that Authorized Users comply with these Terms;
• e. promptly remove access for any person who is no longer authorized; and
• f. notify Kidzapp promptly of suspected unauthorized access, credential compromise, fraudulent activity or other security incidents.

3.4 Responsibility for Account activity

The Merchant is responsible for all activity conducted through its Account, except to the extent directly caused by Kidzapp's failure to use reasonable security safeguards.

Kidzapp may rely on instructions submitted through an authenticated Account unless Kidzapp has received and had a reasonable opportunity to act on notice that the Account has been compromised.

3.5 No credential sharing

Account credentials may not be sold, transferred, sublicensed or shared with persons who are not Authorized Users.

4. CLAIMING AND MANAGING LISTINGS

4.1 Existing Listings and publicly available information

The Kidzapp Platform may host and display information concerning an Experience and its respective Merchant that Kidzapp has obtained from Publicly Available Content or other lawful third-party sources.

Such information may be collected and published before the Merchant creates an Account or becomes aware that the Merchant or Experience is listed on the Kidzapp Platform.

The Merchant acknowledges that Kidzapp may create, maintain and display an unclaimed Listing without the Merchant's prior knowledge or participation, provided that Kidzapp has obtained the relevant information from lawful publicly available or third-party sources.

The existence of an unclaimed Listing does not imply that:

• a. the Merchant has endorsed or contracted with Kidzapp;
• b. Kidzapp has independently verified every detail;
• c. Kidzapp recommends or guarantees the Merchant or Experience; or
• d. Kidzapp is the Merchant's agent, partner or representative.

Until the Merchant creates an Account and successfully claims the applicable Listing, the Merchant may not have access to the Merchant Portal tools required to directly update or manage that Listing.

4.2 Claiming a Listing

A Merchant may create an Account and apply to claim one or more Listings relating to the Merchant or its Experiences.

The Merchant may claim a Listing only where it has the legal right and authority to do so.

Once Kidzapp approves a claim, the Merchant may be permitted to revise, supplement or replace specified Listing information through the Merchant Portal.

Kidzapp may retain an audit record of prior Listing information and Account activity for security, dispute-resolution, compliance and recordkeeping purposes.

4.3 Verification badge

Where a Merchant has:

• a. created and maintained an active Account;
• b. successfully completed any verification steps reasonably required by Kidzapp;
• c. lawfully claimed the applicable Listing; and
• d. kept the Listing information current, complete and accurate,

Kidzapp may grant the relevant Experience Listing a verification badge icon or other verification indicator.

The purpose of the verification badge is to inform end users that the Listing has been claimed and is being maintained by or on behalf of the applicable Merchant.

The verification badge confirms only that the Merchant has claimed the Listing, completed Kidzapp's applicable verification process and undertaken responsibility for maintaining the Listing. It does not constitute:

• a. an endorsement or recommendation of the Merchant or Experience by Kidzapp;
• b. a guarantee concerning the quality, safety, legality or suitability of the Experience;
• c. a certification of the Merchant's personnel, facilities, insurance, licensing or safeguarding practices; or
• d. a representation that Kidzapp has independently verified every statement appearing in the Listing.

Kidzapp may withhold, suspend or remove a verification badge where:

• a. Listing information is incomplete, expired, inaccurate or misleading;
• b. the Merchant fails to maintain or update the Listing;
• c. the Merchant's authority over the Listing is disputed;
• d. the Merchant breaches these Terms;
• e. the Account is suspended, inactive or terminated; or
• f. Kidzapp otherwise reasonably determines that continued display of the verification badge could mislead users.

4.4 Duplicate or competing claims

Where more than one person claims authority over the same Listing, Kidzapp may suspend editing privileges until the dispute is resolved. Kidzapp may request evidence of ownership or authorization but is not required to adjudicate private ownership, employment, franchise, agency or intellectual-property disputes.

4.5 No entitlement to publication

Creating an Account, claiming a Listing or submitting Merchant Content does not guarantee that the Listing or Merchant Content will be approved, displayed, prioritized, promoted or continuously available.

5. KIDZAPP'S OBLIGATIONS TO THE MERCHANT

5.1 Merchant Portal access

Subject to these Terms, Kidzapp will provide the Merchant with access to the Merchant Portal functionality generally made available to Merchants in the applicable market.

Kidzapp will use commercially reasonable efforts to enable an eligible Merchant to:

• a. create and maintain an Account;
• b. apply to claim eligible Listings;
• c. create new Listings where permitted;
• d. submit corrections and updates to Listings;
• e. upload Merchant Content;
• f. manage designated information concerning its Experiences; and
• g. communicate with Kidzapp regarding its Account and Listings.

5.2 Review of Listing claims

Kidzapp will review Listing claims in a commercially reasonable manner and may request supporting documentation where necessary to verify the Merchant's identity, authority or legal right to control a Listing.

Kidzapp will not unreasonably withhold approval of a Listing claim where the Merchant provides sufficient evidence of its legal right and authority to manage the Listing.

5.3 Reasonable opportunity to correct information

Where practicable and appropriate, Kidzapp will provide the Merchant with a reasonable opportunity to:

• a. correct inaccurate or incomplete Listing information;
• b. replace or remove unsuitable or outdated Merchant Content;
• c. respond to questions regarding its authority over a Listing; and
• d. address alleged breaches of these Terms.

Kidzapp may act without prior notice where immediate action is reasonably necessary to protect Children, users, third-party rights, security, the integrity of the Kidzapp Platform or compliance with Applicable Law.

5.4 Publicly Available Content

Where Kidzapp uses Publicly Available Content to create or maintain a Listing, Kidzapp will use reasonable efforts to select content that appears relevant to the applicable Merchant or Experience and suitable for a family-focused platform.

After a Merchant successfully claims a Listing, Kidzapp will provide the Merchant with a reasonable means of requesting correction, replacement or removal of Publicly Available Content associated with that Listing.

Kidzapp will assess substantiated correction or removal requests and act on them within a commercially reasonable period.

5.5 Verification badges

Kidzapp will make verification badges available in accordance with Section 4.3 to Merchants that satisfy Kidzapp's applicable verification and Listing-maintenance requirements.

Kidzapp will apply its verification criteria in a reasonably consistent manner but may adapt its verification processes to address fraud, impersonation, ownership disputes, security risks or changes in the Kidzapp Platform.

5.6 Protection of Merchant information

Kidzapp will collect, use, disclose, retain and protect Personal Information under its control in accordance with Applicable Law and Kidzapp's applicable privacy policy.

Kidzapp will maintain commercially reasonable administrative, organizational, technical and physical safeguards appropriate to the nature and sensitivity of the information under its control.

5.7 Information security

Kidzapp will use commercially reasonable efforts to protect the Merchant Portal against unauthorized access, misuse, alteration, loss and disclosure.

Kidzapp will maintain reasonable access controls, authentication measures, monitoring, backup, vulnerability-management and incident-response processes appropriate to the nature of the Merchant Portal.

5.8 Platform administration

Kidzapp will administer the Merchant Portal in good faith and will use commercially reasonable efforts to:

• a. maintain the availability and basic functionality of the Merchant Portal;
• b. address material technical errors reported by Merchants;
• c. communicate material Account, security or service notices;
• d. maintain reasonable moderation processes; and
• e. investigate credible reports of impersonation, unauthorized Listing claims, intellectual-property infringement, privacy violations or harmful content.

5.9 Merchant support

Kidzapp will provide reasonable support channels for Account, Listing and Merchant Portal issues.

Kidzapp does not guarantee a specific response or resolution time unless a separate written service-level agreement applies.

5.10 Fair moderation

Kidzapp will exercise its moderation and enforcement rights reasonably and in good faith, having regard to:

• a. the nature and seriousness of the issue;
• b. potential harm to Children, families, users or third parties;
• c. the Merchant's history of compliance;
• d. the reliability of available evidence;
• e. the need to protect security and confidentiality; and
• f. Kidzapp's obligations under Applicable Law.

5.11 Limitations on Kidzapp's obligations

Nothing in this section requires Kidzapp to:

• a. publish or maintain any particular Listing or Merchant Content;
• b. guarantee a Listing's ranking, visibility, traffic, enquiries or bookings;
• c. independently inspect or certify a Merchant or Experience;
• d. resolve private ownership, franchise, agency or contractual disputes;
• e. maintain any particular feature indefinitely; or
• f. take any action that Kidzapp reasonably believes would breach Applicable Law, infringe third-party rights or create a safety or security risk.

6. MERCHANT INFORMATION OBLIGATIONS

6.1 Accuracy and completeness

The Merchant must ensure that all Merchant Content is current, true, accurate, complete, clear and not misleading.

This obligation applies particularly to:

• a. the identity and location of the Merchant;
• b. Experience descriptions and material features;
• c. dates, times, schedules and availability;
• d. prices, taxes, booking fees and mandatory charges;
• e. age, height, weight, ability or participation restrictions;
• f. supervision and adult-accompaniment requirements;
• g. accessibility information;
• h. cancellation, refund, rescheduling and no-show policies;
• i. promotional terms, exclusions and expiry dates;
• j. location, transportation and parking information; and
• k. any other information reasonably material to a parent or caregiver's decision.

6.2 Continuing duty to update

The Merchant must promptly update its Listing either when information becomes inaccurate, incomplete, expired or misleading or every 30 days, which ever occurs earlier.

The Merchant must promptly remove or mark as unavailable any cancelled, discontinued, sold-out or materially changed Experience.

6.3 Transparent pricing

All advertised prices must be genuinely available on the stated terms. The Merchant must clearly disclose all mandatory fees and charges that are reasonably ascertainable when the price is displayed, except taxes or charges imposed directly by law where separate disclosure is permitted.

The Merchant must not engage in drip pricing, bait advertising, fictitious discounts, false urgency, misleading scarcity claims or other deceptive marketing practices.

6.4 Promotional claims

Any statement concerning quality, popularity, performance, savings, safety, environmental benefits, awards, qualifications, scientific support or other measurable characteristics must be truthful and supported by evidence adequate for the nature of the claim.

6.5 Correction requests

The Merchant must reasonably cooperate with Kidzapp in investigating complaints or correcting information. Kidzapp may correct obvious errors, add clarifying language or temporarily remove disputed content while reviewing the matter.

7. CONTENT STANDARDS

The Merchant must not submit, publish, promote or link to content that:

• a. is false, deceptive, fraudulent or materially misleading;
• b. contains profanity or vulgar, obscene or sexually explicit material;
• c. depicts nudity or sexualized imagery, particularly involving Children;
• d. exploits, endangers, humiliates or inappropriately portrays a Child;
• e. promotes violence, abuse, self-harm, illegal drug use, unlawful gambling, weapons or other content unsuitable for a family-focused platform;
• f. is hateful, discriminatory, harassing, threatening or defamatory;
• g. discriminates unlawfully on the basis of race, colour, ancestry, place of origin, ethnic origin, citizenship, creed, sex, sexual orientation, gender identity, gender expression, age, marital status, family status, disability or any other protected ground;
• h. infringes copyright, trademark, privacy, publicity, personality, moral or other rights;
• i. contains malware, malicious code, tracking tools, deceptive redirects or links to unsafe websites;
• j. solicits Personal Information from Children through Kidzapp without Kidzapp's prior written approval and all legally required consents and safeguards;
• k. impersonates another business or person;
• l. contains hidden advertising, undisclosed sponsored claims or fake reviews;
• m. promotes an unlawful Experience or activity;
• n. makes unsupported medical, developmental, educational, therapeutic or safety claims; or
• o. is otherwise inconsistent with the safety, trust, quality or family-focused nature of the Kidzapp Platform.

Kidzapp may issue additional content guidelines or technical specifications. Such guidelines form part of these Terms once made available through the Merchant Portal or otherwise communicated to the Merchant.

8. IMAGES, VIDEO AND OTHER MEDIA

8.1 Rights and permissions

The Merchant represents and warrants that it owns, controls or has obtained all licences, permissions, releases and consents necessary for Kidzapp to use the Merchant Content as contemplated by these Terms.

The Merchant must not upload or approve:

• a. images copied from another business, photographer, publisher, platform or stock-image provider without appropriate permission;
• b. images containing third-party logos, artwork or copyrighted materials unless authorized;
• c. photographs or recordings of identifiable persons without all required permissions;
• d. photographs or recordings of Children without verifiable permission from a parent, guardian or other person legally authorized to provide consent; or
• e. images subject to licence terms that prohibit commercial, promotional, platform, sublicensed or modified use.

8.2 Child imagery

Images of Children must be age-appropriate, respectful and relevant to the Experience. The Merchant must not submit content that:

• a. identifies a Child by full name unless legally permitted and genuinely necessary;
• b. discloses a Child's address, school, routine, contact information or other sensitive information;
• c. depicts a Child in a state of undress inappropriate to the context;
• d. depicts unsafe conduct without appropriate context and safeguards;
• e. could reasonably facilitate identification, targeting, harassment or exploitation of a Child; or
• f. was captured or published contrary to a parent or guardian's instructions.

Kidzapp may apply enhanced review, cropping, blurring, rejection or removal standards to media depicting Children.

8.3 Publicly Available Content

The Merchant acknowledges that Kidzapp may use Publicly Available Content to create, maintain or illustrate an unclaimed Listing.

Kidzapp will use reasonable efforts to select content that appears relevant, accurate and suitable for a family-focused platform. However, Kidzapp does not represent that Publicly Available Content is current or merchant-approved.

After verification of a Listing claim, the Merchant may request the correction, replacement or removal of Publicly Available Content associated with that Listing. Kidzapp will assess and act on reasonable, substantiated requests within a commercially reasonable period.

8.4 Technical and editorial adjustments

The Merchant authorizes Kidzapp to crop, resize, compress, format, translate, excerpt and make non-substantive editorial or technical adjustments to Merchant Content for display, accessibility, moderation, search optimization and compatibility across the Kidzapp Platform.

Kidzapp will not materially alter the meaning of Merchant Content without the Merchant's consent, except where reasonably required to correct an obvious error, address a legal concern or protect users.

9. LICENCE TO MERCHANT CONTENT

9.1 Licence grant

By claiming an existing listing or creating a new listing on the Kidzapp platform, the Merchant grants Kidzapp and its affiliates, service providers and platform-distribution partners a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to host, store, reproduce, format, adapt, translate, publish, display, distribute and otherwise use Merchant Content:

• a. to operate, improve and promote the Kidzapp Platform;
• b. to display and market the Merchant's Listings and Experiences;
• c. in Kidzapp search results, newsletters, social-media channels, advertisements and promotional materials;
• d. to distribute Kidzapp content through application stores, search engines, maps, analytics systems, advertising networks and technology partners;
• e. to moderate, review and investigate Merchant Content; and
• f. to comply with legal obligations and enforce these Terms.

This licence is limited to purposes connected with the Kidzapp Platform, the Merchant's Listing, Kidzapp's services and their promotion.

9.2 Duration

The licence continues while the Merchant Content is available through the Kidzapp Platform and for a reasonable period afterward for backup, archival, legal, security and recordkeeping purposes.

Kidzapp may retain content where required by law or reasonably necessary to establish, exercise or defend legal rights.

9.3 Merchant ownership

Except for the licence granted under these Terms, the Merchant retains its ownership rights in Merchant Content.

9.4 Feedback

Any suggestions, recommendations or feedback voluntarily provided regarding the Merchant Portal may be used by Kidzapp without restriction or compensation, provided Kidzapp does not publicly identify the Merchant as the source without permission.

10. INTELLECTUAL PROPERTY AND PLATFORM RESTRICTIONS

10.1 Kidzapp ownership

Kidzapp and its licensors retain all right, title and interest in the Kidzapp Platform and Kidzapp Content.

No right or licence is granted except the limited right to use the Merchant Portal in accordance with these Terms.

10.2 Merchant use restrictions

The Merchant must not:

• a. copy, reproduce or commercially exploit Kidzapp Content except as expressly authorized;
• b. reverse engineer, decompile, disassemble or attempt to derive source code from the Merchant Portal;
• c. scrape, harvest, index or extract data through automated means without written permission;
• d. bypass security, access-control, rate-limit or technical measures;
• e. use the Merchant Portal to build or improve a competing database, directory or platform;
• f. frame, mirror or republish the Kidzapp Platform;
• g. introduce malware or interfere with Platform integrity or availability;
• h. use Kidzapp trademarks in a manner suggesting endorsement, partnership or affiliation without written authorization; or
• i. access data, Accounts or systems for which the Merchant has not been authorized.

11. FAMILY SAFETY AND CHILD-SAFEGUARDING OBLIGATIONS

11.1 Merchant responsibility

The Merchant is solely responsible for the operation, supervision, staffing, safeguarding and safety of its Experiences.

Kidzapp is a listing and discovery platform and does not assume responsibility for supervising Children, inspecting venues, conducting background checks or certifying Merchant personnel unless Kidzapp expressly agrees otherwise in writing.

11.2 Compliance with child-related requirements

Where an Experience involves Children, the Merchant must:

• a. comply with all Applicable Law relating to child safety, supervision, abuse prevention, reporting, accessibility, health and safety;
• b. maintain all required licences, permits, certifications and insurance;
• c. use appropriately qualified and trained staff;
• d. conduct legally required screening, vulnerable-sector checks or background checks;
• e. maintain appropriate adult-to-child supervision ratios;
• f. maintain emergency, incident-response and reunification procedures;
• g. establish appropriate rules for photography, changing areas, washrooms, transportation and one-to-one interactions;
• h. promptly report incidents to the relevant authorities where legally required; and
• i. provide parents and caregivers with material safety and participation information before the Experience.

11.3 Prohibited conduct involving Children

The Merchant must not use the Merchant Portal or Kidzapp Platform to:

• a. privately contact a Child without appropriate parent or guardian involvement;
• b. collect unnecessary Personal Information from a Child;
• c. arrange unauthorized one-to-one meetings with a Child;
• d. groom, exploit, intimidate or harass a Child;
• e. publish a Child's sensitive information; or
• f. conceal a safety complaint, safeguarding allegation or legally reportable incident.

11.4 Safety disclosures

The Merchant must promptly notify Kidzapp of any material incident, licence suspension, regulatory action, criminal allegation, safety recall, closure, outbreak, injury pattern or safeguarding issue that could reasonably affect whether Kidzapp should continue displaying the Merchant or an Experience.

A notification to Kidzapp does not replace any legal duty to contact police, child-protection authorities, health authorities, emergency services, insurers or regulators.

12. LICENCES, INSURANCE AND LEGAL COMPLIANCE

The Merchant represents, warrants and covenants that it will:

• a. operate lawfully and in good standing;
• b. obtain and maintain all licences, permits, registrations, approvals and certifications required for its business and Experiences;
• c. comply with occupational health and safety, public health, accessibility, human-rights, employment, food-safety, transportation, fire-safety, building, zoning and other applicable requirements;
• d. maintain commercially reasonable insurance appropriate to its activities, which may include commercial general liability, professional liability, abuse liability, participant accident, cyber, automobile or property insurance;
• e. provide evidence of licensing or insurance to Kidzapp upon reasonable request; and
• f. not state or imply that Kidzapp has verified, licensed, certified, insured or approved the Merchant unless Kidzapp has expressly authorized that statement.

13. BOOKINGS, PAYMENTS AND MERCHANT-CUSTOMER RELATIONSHIPS

13.1 Direct relationship

Unless Kidzapp expressly states otherwise, any booking, purchase, participation agreement or service relationship is directly between the Merchant and the customer.

The Merchant is responsible for:

• a. fulfilling the Experience as advertised;
• b. customer service;
• c. booking confirmation;
• d. taxes, invoicing and receipts;
• e. cancellations, refunds, credits and chargebacks;
• f. waivers and participation agreements;
• g. complaints and disputes; and
• h. compliance with consumer-protection requirements.

13.2 Merchant terms

The Merchant's own customer terms must be lawful, clear and consistent with the Listing. Where there is a conflict between a Listing and the Merchant's terms, the interpretation most favourable to the consumer may apply where required by Applicable Law.

13.3 No circumvention of consumer rights

The Merchant must not use waivers, disclaimers, "no refund" language or other contract terms to exclude statutory consumer rights that cannot legally be waived.

13.4 Future payment functionality

If Kidzapp introduces booking or payment-processing functionality, additional payment terms may apply. Kidzapp may require acceptance of those terms before the Merchant uses that functionality.

14. REVIEWS, COMPLAINTS AND USER FEEDBACK

Kidzapp may permit users to submit ratings, reviews, complaints, photographs or other feedback.

The Merchant acknowledges that:

• a. user feedback is generally authored by users, not Kidzapp;
• b. Kidzapp is not required to remove a review merely because it is negative;
• c. Kidzapp may moderate content that violates applicable review guidelines or law;
• d. the Merchant must not submit, purchase, incentivize or arrange fake or misleading reviews;
• e. the Merchant must not threaten, harass or retaliate against reviewers; and
• f. Kidzapp may disclose a complaint to the Merchant where permitted, but may withhold identifying information for privacy, safety or legal reasons.

The Merchant may report reviews it reasonably believes are unlawful, fabricated, irrelevant or contrary to Kidzapp policies. Kidzapp retains discretion over moderation decisions, subject to Applicable Law.

15. PRIVACY AND PERSONAL INFORMATION

15.1 Kidzapp privacy obligations

Kidzapp will collect, use, disclose, retain and protect Personal Information under its control in accordance with Applicable Law and its applicable privacy policy.

Kidzapp will use reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the Personal Information under its control.

15.2 Categories of information

Kidzapp may collect and process:

• a. Account holder and Authorized User names and contact details;
• b. business, corporate and verification information;
• c. Account credentials and authentication information;
• d. communications and customer-support records;
• e. device, browser, log, usage and security information;
• f. Listing-management and audit-history information;
• g. transaction information where paid services are used; and
• h. other information described in Kidzapp's privacy policy or presented at the point of collection.

15.3 Purposes

Kidzapp may use Personal Information to:

• a. register and authenticate Accounts;
• b. verify Listing claims and authority;
• c. operate and improve the Merchant Portal;
• d. provide support and service communications;
• e. prevent fraud, misuse and security threats;
• f. moderate Listings and investigate complaints;
• g. administer paid services;
• h. comply with legal and regulatory obligations; and
• i. exercise or defend legal rights.

15.4 Merchant privacy obligations

The Merchant must comply with all privacy and data-protection laws applicable to Personal Information that it collects, receives, accesses or processes in connection with the Kidzapp Platform.

The Merchant must:

• a. collect only information reasonably necessary for lawful purposes;
• b. provide required privacy notices;
• c. obtain valid consent where required;
• d. use information only for disclosed and lawful purposes;
• e. maintain appropriate safeguards;
• f. restrict access to personnel with a legitimate need;
• g. respond appropriately to access, correction and deletion requests;
• h. maintain lawful retention and destruction practices; and
• i. not sell, rent, scrape or improperly disclose Kidzapp user data.

15.5 Information concerning Children

The Merchant must not collect Personal Information directly from Children through the Kidzapp Platform unless:

• a. the collection has been expressly authorized by Kidzapp;
• b. it is reasonably necessary for the Experience;
• c. the Merchant has provided legally adequate notice;
• d. valid parent or guardian consent has been obtained where required; and
• e. enhanced safeguards appropriate to Children's information are maintained.

The Merchant must not use Children's information for behavioural advertising, profiling unrelated to the Experience or any exploitative or inappropriate purpose.

15.6 Security incidents

The Merchant must notify Kidzapp without undue delay, and where practicable within 24 hours, after discovering any actual or reasonably suspected unauthorized access, use, loss, alteration or disclosure involving:

• a. Merchant Portal credentials;
• b. Personal Information obtained through Kidzapp;
• c. Kidzapp confidential information; or
• d. systems that materially affect the security of the Kidzapp Platform.

The Merchant must cooperate with Kidzapp's investigation, containment, remediation and legally required notification activities.

15.7 Data-processing providers

Kidzapp may use service providers to host, store, secure, analyze, support or otherwise process data. Kidzapp will remain responsible for Personal Information under its control as required by Applicable Law.

Information may be processed outside the Merchant's province or outside Canada and may be subject to the laws of the jurisdiction in which it is processed, as described in Kidzapp's privacy policy.

15.8 Privacy requests

Privacy questions and requests may be submitted to:

Privacy Officer

Kidzapp LLC

Email: info@kidzapp.com

Address: Kidzapp LLC

1404 Ascott Park Place

Sheikh Zayed Road, Dubai

P.O. Box 117452

United Arab Emirates

16. INFORMATION SECURITY

16.1 Kidzapp safeguards

Kidzapp will maintain commercially reasonable administrative, organizational, technical and physical safeguards designed to protect the confidentiality, integrity and availability of the Merchant Portal and Personal Information under its control.

These measures may include access controls, authentication controls, encryption where appropriate, monitoring, backups, vulnerability management, incident-response processes and personnel confidentiality requirements.

16.2 No absolute security guarantee

No internet-connected system is completely secure or continuously available. Kidzapp does not guarantee that unauthorized access, service interruption, data loss, malicious activity or other security incidents will never occur.

16.3 Merchant systems

The Merchant is responsible for securing its own devices, networks, software, email accounts, Authorized Users and credentials.

The Merchant must not knowingly connect compromised devices or systems to the Merchant Portal.

17. COMMERCIAL ELECTRONIC MESSAGES

Service, security, transactional and Account-administration messages may be sent where permitted by law.

Kidzapp and the Merchant must each comply with applicable relevant anti-spam requirements when sending commercial electronic messages.

The Merchant must not use information obtained through the Kidzapp Platform to send marketing messages unless it has the recipient's legally valid consent or another lawful basis, includes required sender information and provides a functional unsubscribe mechanism where required.

18. MODERATION, MONITORING AND ENFORCEMENT

18.1 Kidzapp review rights

Kidzapp may, but is not obligated to, review, verify, moderate, reject, edit, restrict, unpublish or remove Merchant Content.

Kidzapp may use automated tools and human review for fraud prevention, quality assurance, safety, policy enforcement and content moderation.

18.2 Grounds for action

Kidzapp may take action as described in Section 18.3, where it reasonably believes that:

• a. these Terms have been breached;
• b. Merchant Content may be inaccurate, unlawful, unsafe or inappropriate;
• c. the Merchant lacks authority over a Listing;
• d. users may be misled or harmed;
• e. a regulator, rights holder, parent, customer or other person has raised a credible complaint;
• f. the Account presents a security, fraud, reputational or legal risk; or
• g. action is reasonably necessary to protect Children, users, Kidzapp or the public.

18.3 Available measures

Kidzapp may:

• a. request clarification or supporting documents;
• b. add warnings or qualifications;
• c. restrict editing privileges;
• d. temporarily unpublish Merchant Content;
• e. suspend or terminate the Account;
• f. remove or suspend a verification badge;
• g. preserve relevant evidence;
• h. notify affected users;
• i. refer matters to insurers, payment providers, regulators, police, child-protection authorities or other appropriate bodies; and
• j. take other proportionate action reasonably necessary in the circumstances.

Where practicable and appropriate, Kidzapp will provide notice of material enforcement action. Immediate action may be taken without prior notice where safety, illegality, fraud, security or preservation of evidence is involved.

19. PLATFORM AVAILABILITY AND CHANGES

Kidzapp may add, change, suspend or discontinue Merchant Portal functionality at any time.

Kidzapp will use commercially reasonable efforts to maintain the Merchant Portal but does not guarantee uninterrupted, error-free or continuously available service.

Maintenance, security incidents, telecommunications failures, third-party outages, force majeure events and other circumstances may affect availability.

The Merchant is responsible for retaining independent copies of Merchant Content and business records necessary for its operations.

20. FEES AND PAID SERVICES

Basic Listing or Merchant Portal functionality may be offered without charge, but Kidzapp may introduce optional or mandatory fees for particular services.

Before charging a new fee, Kidzapp will disclose the applicable price, billing terms and material conditions and obtain any acceptance required by law.

Paid promotions, subscriptions, advertising, enhanced Listings and other commercial services may be subject to additional terms.

Unless otherwise stated:

• a. fees are quoted in applicable local currency;
• b. applicable taxes are additional;
• c. fees are non-refundable except as required by law or expressly stated; and
• d. the Merchant is responsible for maintaining accurate billing information.

21. CONFIDENTIALITY

Each party may receive non-public business, technical, financial, security or operational information belonging to the other.

The receiving party must:

• a. use confidential information only for purposes connected with the Merchant Portal or the parties' relationship;
• b. protect it using reasonable safeguards;
• c. disclose it only to personnel and service providers who need to know and are subject to confidentiality obligations; and
• d. not disclose it to third parties except with consent or as required by law.

Confidential information does not include information that the receiving party can demonstrate:

• a. is publicly available without breach;
• b. was lawfully known without restriction;
• c. was independently developed without use of the confidential information; or
• d. was lawfully received from a third party without confidentiality restrictions.

22. MERCHANT REPRESENTATIONS AND WARRANTIES

The Merchant represents, warrants and covenants that:

• a. it has full authority to enter into and comply with these Terms;
• b. it has the legal right and authority to claim, create and modify each Listing associated with its Account;
• c. its business and Experiences comply with Applicable Law;
• d. all Merchant Content is accurate, lawful and not misleading;
• e. it owns or has secured all rights required for Merchant Content;
• f. it has obtained all necessary permissions for images and Personal Information;
• g. it will fulfil Experiences substantially as advertised;
• h. it will not use the Merchant Portal for fraudulent or abusive purposes;
• i. it will maintain appropriate licences, staffing, safeguarding measures and insurance; and
• j. it will promptly disclose material information that could affect user safety or the accuracy of a Listing.

23. DISCLAIMERS

To the fullest extent permitted by Applicable Law:

• a. the Kidzapp Platform and Merchant Portal are provided on an "as is" and "as available" basis;
• b. Kidzapp disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement and uninterrupted operation;
• c. Kidzapp does not guarantee Listing visibility, search ranking, traffic, enquiries, bookings, revenue or business results;
• d. Kidzapp does not guarantee the accuracy of information supplied by users, Merchants or third parties;
• e. Kidzapp is not responsible for the Merchant's venue, personnel, equipment, conduct, safety practices or performance of Experiences;
• f. a verification badge does not constitute an endorsement, recommendation, certification or guarantee by Kidzapp; and
• g. Kidzapp does not become a party to a Merchant-customer contract merely by displaying a Listing.

Nothing in these Terms excludes warranties, conditions, rights or remedies that cannot lawfully be excluded.

24. LIMITATION OF LIABILITY

24.1 Excluded losses

To the fullest extent permitted by Applicable Law, Kidzapp and its affiliates, directors, officers, employees, contractors and agents will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, arising from or related to the Merchant Portal or these Terms.

24.2 Liability cap

To the fullest extent permitted by Applicable Law, Kidzapp's aggregate liability arising from or relating to the Merchant Portal, a Listing or these Terms will not exceed the greater of:

• a. the fees paid by the Merchant to Kidzapp for the applicable service during the 6 months preceding the event giving rise to the claim; and
• b. CAD $500.

24.3 Exceptions

The limitations in this section do not apply to liability that cannot legally be excluded or limited.

25. INDEMNIFICATION

The Merchant will defend, indemnify and hold harmless Kidzapp, its affiliates and their respective directors, officers, employees, contractors and agents from claims, proceedings, investigations, losses, damages, fines, penalties, liabilities, costs and reasonable legal fees arising from or relating to:

• a. Merchant Content;
• b. an Experience or the Merchant's business operations;
• c. injury, death, property damage or other harm connected with an Experience;
• d. the Merchant's breach of these Terms;
• e. the Merchant's unauthorized claim, creation, modification or control of a Listing;
• f. inaccurate, incomplete or misleading information;
• g. an allegation that Merchant Content infringes intellectual-property, privacy, publicity, personality or other rights;
• h. the Merchant's collection, use or disclosure of Personal Information;
• i. failure to obtain necessary licences, permits, consent, releases or insurance;
• j. a consumer, parent, caregiver, employee or contractor dispute involving the Merchant; or
• k. the Merchant's violation of Applicable Law.

The Merchant is not required to indemnify Kidzapp to the extent a claim was directly caused by Kidzapp's gross negligence, wilful misconduct or breach of Applicable Law.

Kidzapp may assume control of the defence of a matter subject to indemnification. The Merchant must not settle a claim in a manner that admits wrongdoing by or imposes obligations on Kidzapp without Kidzapp's prior written consent.

26. SUSPENSION AND TERMINATION

26.1 Termination by Merchant

The Merchant may stop using the Merchant Portal and request closure of its Account by contacting Kidzapp.

Account closure does not automatically require Kidzapp to remove all publicly available business information where Kidzapp has a lawful right to maintain an unclaimed Listing. The Merchant may nevertheless request correction or removal and Kidzapp will assess the request in accordance with Applicable Law and its policies.

26.2 Suspension or termination by Kidzapp

Kidzapp may suspend, restrict or terminate an Account, Listing or verification badge:

• a. for breach of these Terms;
• b. for non-payment;
• c. where Kidzapp cannot verify the Merchant's identity, legal right or authority;
• d. where the Account is inactive for an extended period;
• e. where the Merchant fails to keep its Listings current, complete and accurate;
• f. where continued use creates a safety, legal, security or reputational risk;
• g. where required by law or a competent authority; or
• h. where Kidzapp discontinues the relevant service.

26.3 Effect of termination

Upon termination:

• a. the Merchant's right to use the Merchant Portal ends;
• b. Kidzapp may revoke Account access;
• c. any verification badge may be removed;
• d. unpaid amounts become immediately due;
• e. Merchant Content may be removed, retained or converted to an unclaimed Listing as permitted by law and these Terms; and
• f. provisions intended by their nature to survive will remain in effect, including intellectual-property, privacy, confidentiality, disclaimers, liability, indemnification, dispute-resolution and record-retention provisions.

27. COPYRIGHT AND RIGHTS COMPLAINTS

A person who believes that content on the Kidzapp Platform infringes their copyright, trademark, privacy or other rights may submit a notice containing:

• a. their name and contact information;
• b. identification of the protected work, information or right;
• c. identification and location of the disputed content;
• d. the basis of the complaint;
• e. supporting evidence of ownership or authority; and
• f. a statement that the information submitted is accurate and made in good faith.

Notices may be submitted to:

Legal and Content Complaints

Kidzapp LLC

Email: info@kidzapp.com

Address: Kidzapp LLC

1404 Ascott Park Place

Sheikh Zayed Road, Dubai

P.O. Box 117452

United Arab Emirates

Kidzapp may forward the complaint to the Merchant or content provider where lawful and appropriate.

28. DISPUTE RESOLUTION

28.1 Informal resolution

Before commencing legal proceedings, the parties will attempt in good faith to resolve the dispute through written notice and reasonable business discussions.

The notice must describe the dispute, relevant facts and requested remedy.

28.2 Injunctive relief

Nothing prevents either party from seeking urgent injunctive or equitable relief for misuse of intellectual property, confidential information, Personal Information, security credentials or systems.

28.3 Consumer and statutory rights

Nothing in this section restricts a right to make a complaint to a privacy commissioner, consumer-protection authority, competition authority, law-enforcement body or other regulator.

29. GOVERNING LAW AND JURISDICTION

These Terms and disputes arising from them are governed by the laws of the applicable jurisdiction including federal, provincial, state and municipal laws, without regard to conflict-of-laws principles.

Subject to any mandatory rights or jurisdiction under Applicable Law, the parties attorn to the exclusive jurisdiction of the applicable courts.

30. CHANGES TO THESE TERMS

Kidzapp may amend these Terms to reflect changes in the Merchant Portal, business practices, legal requirements, security practices or Platform policies.

Kidzapp will provide notice of material changes through the Merchant Portal, email or another reasonable method.

Unless an earlier date is legally necessary, material changes will take effect on the date identified in the notice. Continued use of the Merchant Portal after the effective date constitutes acceptance of the updated Terms.

Where Applicable Law requires express consent to a change, Kidzapp will request that consent.

31. NOTICES

Kidzapp may provide notices through the Merchant Portal, by email to the address associated with the Account or through another reasonable electronic method.

The Merchant must keep its contact information current.

Legal notices to Kidzapp must be sent to:

Kidzapp LLC.

Address: Kidzapp LLC

1404 Ascott Park Place

Sheikh Zayed Road, Dubai

P.O. Box 117452

United Arab Emirates

Email: info@kidzapp.com

A notice is considered received when delivered, except that an email received outside normal business hours may be treated as received on the next business day.

32. GENERAL PROVISIONS

32.1 Independent parties

The parties are independent contractors. These Terms do not create an employment, agency, partnership, franchise, fiduciary or joint-venture relationship.

32.2 Assignment

The Merchant may not assign these Terms or transfer its Account without Kidzapp's prior written consent.

Kidzapp may assign these Terms in connection with a corporate reorganization, financing, merger, acquisition or sale of all or substantially all of the relevant business or assets.

32.3 Force majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, epidemic, war, terrorism, civil unrest, labour disruption, governmental action, utility failure, telecommunications outage, cyberattack or failure of third-party infrastructure, provided the affected party takes reasonable steps to mitigate the impact.

This provision does not excuse payment obligations already due.

32.4 Waiver

A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing and applies only to the specific circumstance for which it is given.

32.5 Severability

If a provision is held invalid or unenforceable, it will be interpreted or modified to the minimum extent necessary to make it enforceable. If that is not possible, it will be severed and the remaining provisions will continue in effect.

32.6 Entire agreement

These Terms, together with any incorporated policies, order forms and service-specific terms, constitute the entire agreement concerning the Merchant Portal and replace prior discussions or agreements concerning the same subject matter.

32.7 Order of precedence

If there is a conflict, the following order applies unless expressly stated otherwise:

• a. a signed agreement or order form;
• b. service-specific terms;
• c. these Terms; and
• d. incorporated guidelines or policies.

32.8 Interpretation

Headings are for convenience only. "Including" means "including without limitation." Words in the singular include the plural and vice versa where the context permits.

32.9 Electronic acceptance

Creating an Account constitutes acceptance of these Terms.

Electronic acceptance, Account registration and click-through acceptance have the same effect as a handwritten signature to the extent permitted by law.

32.10 Language

The parties confirm that they have requested that these Terms and related documents be prepared in English.

33. CONTACT INFORMATION

Questions about the Merchant Portal or these Terms may be directed to:

Kidzapp LLC.

Merchant Support: info@kidzapp.com

Registered Address: Kidzapp LLC

1404 Ascott Park Place

Sheikh Zayed Road, Dubai

P.O. Box 117452

United Arab Emirates

By creating an Account, the Merchant agrees to these Terms and Conditions.

The Merchant further acknowledges and confirms that:

it has read and understood these Terms;

the individual creating the Account has authority to bind the Merchant;

the Merchant has the legal right and authority to claim, create and modify each Listing associated with its Account;

the Merchant agrees to comply with these Terms; and

the Merchant consents to electronic contracting and communications relating to the Merchant Portal.