SCHEDULE “A”

TERMS AND CONDITIONS

By executing a Proposal, you have entered into a legally binding contract with RoomsRelay Inc., a corporation incorporated under the laws of Ontario ("RoomsRelay") for access and use of the Service(s), and you are agreeing, individually and/or on behalf of the company/entity whose information you provided in the Proposal (“Customer”), to be bound by the Agreement (as defined below), including the terms set out herein. RoomsRelay and Customer are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), the Parties covenant and agree as follows:

1. Order of Precedence. (a) Structure of Agreement. The Agreement consists of (i) the provisions set forth in these Terms and Conditions and the Exhibits referenced herein; (ii) Proposals attached hereto and the Schedules referenced therein; and (iii) any additional Proposals executed by the Parties pursuant to the terms of these Terms and Conditions, including the Schedules referenced in each such Proposal. (c) Definitions. All capitalized terms used in these Terms and Conditions shall have the meanings set forth in Exhibit 1. (Definitions) attached hereto. Other capitalized terms used in these Terms and Conditions are defined where they are used and have the meanings so indicated. (d) Proposal. The Services will be described in and be the subject of (i) one or more Proposal (each a "Proposal", collectively "Proposals") executed by the Parties, and (ii) these Terms and Conditions. In the event of a conflict, the terms of these Terms and Conditions shall be governed by the terms of the Proposal, unless an individual Proposal expressly and specifically provides otherwise. Each Proposal is incorporated into these Terms and Conditions, and the applicable portions of these Terms and Conditions are incorporated into each Proposal. The several Proposals and these Terms and Conditions are herein collectively referred to as the "Agreement."

2. Term of Agreement. (a) Term of Agreement. The Term of the Agreement will begin as of the Effective Date and will terminate upon the latest expiration date provided for in an effective Proposal, unless earlier terminated or extended in accordance with the provisions of these Terms and Conditions. The term of each Proposal will be for the period set forth therein.

3. The Services. (a) RoomsRelay will perform certain Services and create and provide certain deliverables, as more particularly described in the Proposal which will be entered into from time to time and, upon execution by the Parties, will be incorporated and made part of the Agreement (the "Services"). No obligation to provide any Services shall be incurred by RoomsRelay until such time that a Proposal has been executed by authorized representatives of both Parties. The existence of these Terms and Conditions shall not be construed as imposing any obligation upon RoomsRelay to agree to a Proposal or to otherwise perform any Services for the Customer. (b) The Parties acknowledge and agree that during the term of the Proposal the Services may be modified and/or expanded from time to time upon a written Change Order executed by authorized representatives of the Parties expressly referencing this Agreement. (c) Customer acknowledges and agrees that RoomsRelay may use subcontractors and consultants to perform the Services to be provided under the Proposal.

4. Fees. (a) Fees. As compensation for performing all Services specified in the Proposal and for assuming all duties, responsibilities, and obligations required by the Proposal, Customer will compensate RoomsRelay for all fees (the "Fees") incurred in accordance with (i) the terms of these Terms and Conditions and any Proposal entered into by the Parties. RoomsRelay may increase the rate charges for the Services by providing the Customer with at least fifteen (15) days written notice of such increases. Rates are exclusive of Taxes, levies, duties, governmental charges, and expenses (with the exception of any RoomsRelay's income taxes), which amounts will be billed to and paid by Customer. (b) Billing and Payment. Unless other billing and payment terms are provided for in a Proposal, Customer shall pay RoomsRelay immediately upon work performed and for each Proposal that is renewed with the Talent. Customer will pay invoices in American dollars. Payments due hereunder must be made by wire transfer, certified cheque, bank draft or such other method as may be agreed upon by RoomsRelay. Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due to RoomsRelay shall be subject to interest charges, from the date due until paid, at the highest interest rate allowable by Law, payable monthly. If any amount due to RoomsRelay from Customer becomes past due for any reason, RoomsRelay may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of RoomsRelay's obligations under this Agreement. (d) Compliance with Laws; Permits and Licenses. Both Parties agree, at their own expense, to operate in full compliance with all governmental Laws, regulations and requirements applicable to the duties conducted hereunder.

5. RoomsRelay Talent. (a) Responsibilities of RoomsRelay. RoomsRelay is solely responsible for facilitating the connection between the Customer and the Talent. (b) Responsibilities of Customer. Customer acknowledges their responsibility to ensure all necessary insurance as required by law and confirms that any on-site Talent will be covered by such insurance. (c) Conversion Fee. Should the Customer, any Affiliate, parent, subsidiary, or any another employer associated with the Customer, desire to transition the Talent to full-time employment or permanently employ the Talent, the Customer shall be obligated to pay a conversion fee as stipulated in the Proposal (the “Conversion Fee”). The Conversion Fee becomes due if the Customer, or any of its affiliates, parents, subsidiaries, or another employer referred to by the Customer engages the Talent directly, irrespective of the employment classification, on a permanent, temporary, contracting, or consulting basis, within a period of twelve (12) months after the last day of the Talent’s assignment. (d) Referral Fee. In the event that a candidate referred by RoomsRelay to the Customer is subsequently referred for hire to any Affiliate, parent, subsidiary, or any another employer associated with the Customer, the Customer shall be obligated to pay a referral fee amounting to 10% of the Talent’s first-year base salary (the “Referral Fee”). The obligation to pay the Referral Fee becomes due if any such Affiliate, parent, subsidiary, or associated employer engages the Talent directly, regardless of the Talent’s employment classification, whether it be on a permanent, temporary, contracting, or consulting basis, within a period of twelve (12) months following the initial referral by RoomsRelay to the Customer. (e) Circumvention Penalty. In the event that the Customer, or any of its affiliates, parents, subsidiaries, or any other employer referred to by the Customer, engages with a Talent introduced by RoomsRelay without utilizing RoomsRelay’s services for sourcing, placement, or employment, the Customer shall be liable to pay RoomsRelay a penalty in addition to the Conversion Fee (the “Circumvention Penalty”). This Circumvention Penalty shall be equivalent to 50% of the Conversion Fee and shall be due immediately upon such engagement or employment. The Customer acknowledges that this penalty is a fair estimate of damages RoomsRelay would incur from such circumvention and agrees that it is reasonable and enforceable.

6. LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 5 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. ROOMSRELAY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR AGAINST INFRINGEMENT. ROOMSRELAY SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY ROOMSRELAY DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY PROPOSAL OR OTHERWISE. CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

7. Confidential Information. (a) Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Proposal (including any pricing, amended, excluded or additional negotiated contract terms reflected in schedules, exhibits, or addendums to the Agreement), the Talent data, the Service(s), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party including the standard forms of Agreement available through Vendor’s webpage; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. (b) Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission. (c) Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). (d) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. (e) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. Information; Survival. Receiving Party shall promptly return or, at Disclosing Party's option, certify destruction of all copies of Confidential Information at any time upon request or within ten (10) days following the expiration or earlier termination of the Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party's obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement.

8. Indemnification. Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold the other Party and its Affiliates and their respective officers, directors, employees, and agents harmless from and against any and all Third Party Claims, Losses, liabilities, damages, expenses, and costs, including legal fees and court costs, arising out of the Indemnifying Party's (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any Claim and give complete control of the defence and settlement to the Indemnifying Party, and shall co-operate with the Indemnifying Party, its insurance company, and its legal counsel in its defence of such Claim(s). This indemnity shall not cover any Claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defence of the Claim. SECTION 8 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

9. Limitation of Liability; Actions. EXCEPT FOR ROOMSRELAY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL ROOMSRELAY BE LIABLE UNDER THIS AGREEMENT TO THE CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

10. Renewal This Agreement shall have an initial term as outlined in Section 2 of these Terms and Conditions, unless earlier terminated in accordance with the provisions in Section 11. of these Terms and Conditions. Thereafter, the Agreement shall be renewed upon the execution of an additional Proposal (each a "Renewal Term"), unless not less than seven (7) days prior to the end of the Initial Term or any Renewal Term, either Party notifies the other of its intent not to renew the Proposal. The Initial Term and Renewal Terms, if any, are collectively referred to herein as the "Term".

11. Termination. (a) Termination for Cause. Either Party may terminate this Agreement for cause: (i) upon seven (7) days written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period; (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iii) in the case of RoomsRelay, immediately without liability if RoomsRelay determines, or reasonably believes in its sole and absolute discretion that Customer has violated the terms of the Agreement. If RoomsRelay terminates the Agreement for cause pursuant to Section 11(a)(iii), Customer shall not be entitled to any refund of any prepaid fees. (b) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay RoomsRelay for all Services rendered prior to the effective date of termination. Upon termination each Party shall return the other Party's Confidential Information that is in its possession at the time of termination.

12. Non-Solicitation. During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Customer agrees not to directly solicit or induce any RoomsRelay employee that has interacted with Customer or has been involved, directly or indirectly, in the performance, review and/or acceptance of the Services, to consider or accept employment with Customer.

13. Relationship of the Parties The relationship of the Parties hereto is that of independent contractors. Nothing in these Terms and Conditions (including the Proposals), and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. The Agreement shall not be construed as constituting either Party as partner, joint venturer or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other Party. Each Party shall be solely responsible for payment of the salaries and incentives of its employees and personnel (including withholding of income taxes, Canada Pension Plan, employment insurance and social security), workers' compensation, and all other employment benefits.

14. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labour disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Party deemed to render performance of the Agreement impracticable or impossible, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

15. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the Laws of the Province of Ontario, and the federal Laws of Canada applicable therein, without giving effect to the principles of conflicts of Law of such province. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any court of competent jurisdiction located in Ottawa, Ontario. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

16. Legal Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

17. Collection Expenses. If RoomsRelay incurs any costs, expenses, or fees, including reasonable legal fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse RoomsRelay for all such costs, expenses and fees.

18. Assignment; No Third Party Beneficiaries. RoomsRelay may subcontract its obligations and rights to a third party. There are no third party beneficiaries to this Agreement.

19. Severability. If any provision or portion of this Agreement shall be rendered by applicable Law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be severed from this Agreement and the remaining provisions or portions shall remain in full force and effect, without amendment.

20. Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

21. Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

22. Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law or equity.

23. Counterparts. The Proposal may be executed in one or more counterparts (including by facsimile or other electronic means), each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. To evidence its execution of an original counterpart of the Proposal, a Party may send a copy of its original signature on the execution page to the other Parties by facsimile, photographic or other means of recorded electronic transmission and such transmission (including in PDF form) with an acknowledgement of receipt shall constitute delivery of an executed copy to the receiving Party.

24. Authorized Signatories. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

25. Waiver. The failure or delay by a Party in enforcing, or insisting upon strict performance of, any provision of this Agreement does not constitute a waiver of such provision or in any way affect the enforceability of this Agreement (or any of its provisions) or deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of this Agreement. Any waiver by a party of any provision of this Agreement is effective only if in writing and signed by a duly authorized representative of such Party. Any written waiver authorized on one occasion is effective only in that instance and only for the specific purpose stated and does not operate as a waiver on any future occasion.

26. Entire Agreement; Modification. The Proposals, these Terms and Conditions, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to the Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding the Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party's employees, agents, representatives, or attorneys regarding the Agreement, except to the extent such representations are expressly set forth in the Agreement.

27. Exhibits. The following Exhibits are attached hereto and incorporated herein by reference: Exhibit 1. Definitions

Exhibit 1 Definitions

The following terms used in these Terms and Conditions shall have the meanings indicated:

Affiliate means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term "control" (including with correlative meanings, the terms "controlled by" and "under common control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by trust, management agreement, contract or otherwise.

Agreement means the Terms and Conditions, all Exhibits thereto, all executed Proposals, all Schedules thereto, which documents are incorporated into the "Agreement" by this reference.

Change Order means a document that amends the Proposal.

Claim means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies, however described or denominated.

Dispute means any dispute, controversy, or Claim, including situations or circumstances in which the Parties are required to mutually agree on additions, deletions or changes to terms, conditions, or Charges, arising out of, or relating to, the Agreement.

Exhibit means an attachment to these Terms and Conditions as such attachment may be amended.

Governmental Authority means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

Law means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law in Canada, any foreign country or any domestic or foreign state, county, city, province, or other political subdivision, including those promulgated, interpreted, or enforced by any Governmental Authority.

Losses means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable legal fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.

Terms and Conditions means the Terms and Conditions by and between the Parties effective as of the date of execution of the Proposal, and the attached Exhibits.

Person means an individual, corporation, limited liability company, unlimited liability company, partnership, trust, association, joint venture, unincorporated organization or entity of any kind or nature, or a Governmental Authority.

Proposal means a Proposal, entered into by the Parties describing the Services to be provided by RoomsRelay under that Proposal and the attached Schedules.

Services means (i) services, functions, responsibilities, activities, tasks and projects to be performed by RoomsRelay set forth in the Proposal, as they may evolve and be supplemented and enhanced during the Term; (ii) the functions, responsibilities, activities, tasks and projects not specifically described in the Proposal as a part of Services which are required for the proper performance and provision of the Services or are an inherent part of, or necessary subpart included within, the Services; (iii) services, functions, responsibilities, activities, tasks and projects that are of a nature and type that would ordinarily be performed by a company in the Customer's industry sector, even if not specifically described in the Proposal; and (iv) services, functions, responsibilities, activities, tasks and projects routinely performed by the Customer personnel and subcontractors who are transitioned to RoomsRelay, displaced or whose functions were displaced as a result of the Agreement, even if not specifically described in the Proposal.

Talent means the individual connected to the Customer by RoomsRelay for the purpose of performing the Services.

Tax means federal, state, provincial and local sales, goods and services, harmonized sales, value added, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes, duties or fees imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax.

Third Party means a business or entity other than the Customer or RoomsRelay or any of their respective Affiliates.