Professional Agreement

AGREEMENT

This Professional Agreement (the "Agreement") is entered into between 9570-1454 Québec inc., doing business as Nubia Hub ("Nubia," "we," "us," "our"), and the beauty professional, salon, or business identified in your account registration ("Pro," "you," "your"). It governs your use of the Services as a beauty service provider listing services for booking by Customers.

A separate Customer Terms of Service governs Customers' use of the Services. Both agreements operate in parallel.

By creating a Pro account, listing services, or accepting Bookings through the Services, you agree to be bound by this Agreement. If you do not agree, do not register or use the Services as a Pro.

You can contact us:

General inquiries / Pro support / dispute filing: info@nubiahub.ca
Legal, privacy, copyright matters: legal@nubiahub.ca
Mail: 9570-1454 Québec inc., 4388 Saint-Denis, suite 200, H2J2L1, Montreal, Quebec, Canada

Key Definitions
Our Role and Yours
Eligibility
Professional Representations and Insurance
Account Registration and Verification
Stripe Connect (Payment Processing)
Fees and Billing
Tax Obligations
Pro Responsibilities and Standards
Bookings, Deposits, and Cancellation Policy
Tips
Product Sales
Promotional Codes
Refunds, Reversals, and Chargebacks
Customer Disputes
Prohibited Activities
Your Content, Profile, and IP
Customer Data and Privacy
Confidentiality
Platform Tax Reporting (CRA)
Term, Termination, and Suspension
Post-Termination
Modifications to this Agreement
Service Interruptions and Force Majeure
Disclaimer
Limitation of Liability
Indemnification
Governing Law
Dispute Resolution (Arbitration)
Electronic Communications and Signatures
Language
Miscellaneous
Contact

1. KEY DEFINITIONS

"Customer" means an individual who books services through the Services as governed by the Customer Terms of Service.
"Booking" means a reservation for a beauty service made by a Customer with you through the Services.
"Service Price" means the price you set for the beauty service itself, displayed to the Customer at booking.
"Deposit" means the part of the price of a Booking, at least 20%, that the Customer pays when booking.
"Balance" means the rest of the price of a Booking, due at the end of the service.
"Product" means a physical product you sell to Customers through the Services, and "Product Order" means a Customer's order for Products.
"Platform Fee" means the fee of 1.99% + CAD $1.99 per transaction, charged on each payment made to you through the Services (Deposits, Balances, and Product Orders, but not Tips), that Nubia retains to operate and maintain the Services.
"Processing Fees" means Stripe's payment processing fees, currently 2.9% + CAD $0.30 per payment, as set by Stripe from time to time.
"Your Clients" means the clients you had before joining the Services, or whom you bring to the Services yourself (for example, by importing or entering their details).
"Stripe" means Stripe Payments Canada, Ltd. and its affiliates, our payment processor.
"Connected Account" means the Stripe Connect (Express) account you create as part of registering as a Pro.
"Customer Data" means personal information about Customers you receive through the Services (e.g., name, contact details, mobile-service address).

2. OUR ROLE AND YOURS

You are an independent business. You are not an employee, agent, partner, joint-venturer, or franchisee of Nubia. Nothing in this Agreement creates any such relationship. You set your own prices, hours, services, cancellation policy (within the parameters set by Nubia), and standards of work.

Nubia is a technology platform. We provide the booking, payment, communications, and discovery infrastructure that connects you to Customers. We do not perform services, employ Pros, supervise work, or warrant outcomes.

Limited payment collection agent. For the sole purpose of collecting Customer payments and disbursing your share, Nubia acts as your limited payment collection agent. A Customer's payment obligation to you is satisfied when Nubia (or Stripe on Nubia's behalf) receives the Customer's payment, regardless of when the funds reach you.

Customer relationship. The contract for each beauty service, and for each Product sale, is between you and the Customer. You are responsible for delivering the service or the Product as agreed.

3. ELIGIBILITY

To register as a Pro you must:

Be at least 18 years of age and have legal capacity to enter into binding contracts;
Be either (a) an individual offering beauty services on your own account, (b) a registered business (sole proprietorship with NEQ, partnership, or corporation), or (c) a salon (with or without staff);
Have authority to bind the entity you represent (if applicable);
Be eligible to receive payments via Stripe Connect Express; and
Not be subject to economic sanctions or otherwise barred from doing business in Canada.

Salon staff. If you are an employee, contractor, or independent stylist working at a salon, you do not create your own Pro account. The salon registers as the Pro and lists you as a staff member under its account. The salon is the contracting party with both Nubia and the Customer.

Unregistered Pros are accepted at the start of your activity, subject to Section 8 (Tax Obligations) and Section 4 (Professional Representations).

4. PROFESSIONAL REPRESENTATIONS AND INSURANCE

You represent and warrant that, at all times during the term of this Agreement:

Permits and licences. You hold all permits, licences, certifications, and authorizations required by applicable law for the services you offer (e.g., where required for esthetics services involving needles, electrolysis, microblading, tattooing, or other regulated practices). Nubia does not independently verify these. False or missing attestations are a material breach of this Agreement.
Hygiene and safety. You comply with all health, hygiene, and safety standards applicable to your services and your premises (including, where applicable, Quebec's Loi sur la santé publique and any municipal regulations).
Truthful profile. All information you publish through the Services about yourself, your business, your services, your prices, and your availability is accurate and not misleading.
Authority over content. You have the right to use and distribute all photos, descriptions, and other content you upload (Section 17).

Insurance — strongly recommended, not required. Nubia does not require you to carry professional liability insurance, but we strongly recommend that you obtain and maintain insurance appropriate to your services. You are solely responsible for any liability arising from the services you perform, including injury, allergic reactions, hair or skin damage, property damage, or other adverse outcomes. Nubia does not provide insurance coverage for you or for Customers and is not liable for incidents arising from your services (Section 25).

5. ACCOUNT REGISTRATION AND VERIFICATION

You must provide accurate and complete registration information and keep it up to date. We may require additional verification (identity, business registration, proof of qualifications) at any time. If verification fails or is refused, we may suspend or terminate your account.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, including activity by your staff (for salon accounts).

6. STRIPE CONNECT (PAYMENT PROCESSING)

Payment processing is handled by Stripe under its Connect Express offering. As a condition of using the Services to receive payments, you must:

Complete Stripe's onboarding (KYC, identity verification, banking details);
Agree to Stripe's Connected Account Agreement (the Express variant), available at stripe.com/legal/connect-account; and
Maintain your Connected Account in good standing.

You authorize Nubia to:

Initiate charges to Customers on your behalf for Deposits, Balances, Tips, and Product Orders;
Withhold the Platform Fee, the Processing Fees, and any other amounts owed to Nubia from each payment (via Stripe's application_fee_amount mechanism);
Reverse, refund, or chargeback amounts in accordance with this Agreement; and
Place reasonable holds or reserves on funds where required for fraud prevention, regulatory compliance, or to cover anticipated refunds, disputes, or reversals.

Disbursements are made on the schedule set by Stripe Connect for Express accounts (currently a rolling daily payout, subject to Stripe's then-current policies).

If your Connected Account is suspended, restricted, or closed by Stripe, your ability to use the Services is correspondingly affected.

7. FEES AND BILLING

What you pay. On each Deposit, Balance, and Product Order you receive through the Services, two amounts are deducted automatically before it is paid out to you:

the Platform Fee of 1.99% + CAD $1.99 per payment; and
the Processing Fees charged by Stripe, currently 2.9% + CAD $0.30 per payment.

Together, these currently total 4.89% + CAD $2.29 per payment, plus applicable taxes on the Platform Fee (Section 8). For example, on a $100 payment, $7.18 is deducted ($3.98 Platform Fee and $3.20 Processing Fees), plus taxes on the Platform Fee, and you receive $92.82 less those taxes. If Stripe changes its rates, the Processing Fees change accordingly.

Tips. Nubia charges no Platform Fee on Tips. Only the Processing Fees are deducted from a Tip, and you keep the rest.

Changes to the Platform Fee. Nubia may change the Platform Fee at any time by giving you at least 30 days' notice by email or in-app notification. The new Platform Fee applies only to payments made on or after the effective date stated in the notice. If you do not accept the change, you may terminate this Agreement before that date at no cost beyond your existing obligations (Section 23).

What the Platform Fee covers. The Platform Fee pays for what keeps the Services running: payment infrastructure, hosting, support, and the ongoing development of the App.

No subscription. Nubia does not charge any subscription, monthly fee, or setup fee for the Services. You pay nothing up front.

Payments outside the Services. No Platform Fee or Processing Fees apply to amounts a Customer pays you directly outside the Services, such as a Balance paid in cash.

Cancellations before the cut-off. When a Customer cancels before your cancellation cut-off and is refunded (Section 10), you pay no Platform Fee or Processing Fees on the refunded payment.

No fees for Customers. Nubia charges Customers no fee to book, add a Tip, or buy a Product. Customers pay only your prices (Service Price, add-ons, travel or delivery fees) and applicable taxes.

Currency. All fees are in Canadian dollars (CAD).

Pro-side promo costs. Any discount Nubia offers on its own fees is funded by Nubia.

8. TAX OBLIGATIONS

You are solely responsible for determining, collecting where required, reporting, and remitting all taxes on your income from the Services, including federal and provincial income tax, GST, and QST, and any applicable municipal taxes.

GST/QST registration threshold. Under federal and Quebec law, a person who makes more than CAD $30,000 in worldwide taxable supplies in any four consecutive calendar quarters must register for GST/QST and begin charging and remitting those taxes. You agree to:

Monitor your cumulative revenue across the Services and any other channels;
Register for GST/QST as soon as you cross the threshold (or earlier, voluntarily);
Update your Pro account with your GST and QST registration numbers when obtained, so that they appear on Customer receipts;
Charge and remit GST/QST on Service Prices and Products once registered.

Nubia's fees. Nubia is registered for GST/QST and applicable taxes are charged on its Platform Fee where required. These appear on your invoices and remittance reports.

Independent contractor status. Nubia does not withhold income tax, CPP/QPP, EI, or any other amount from your payouts. You are responsible for these.

No tax advice. Nothing in this Agreement is tax advice. Consult a qualified tax professional.

9. PRO RESPONSIBILITIES AND STANDARDS

You agree to operate to a professional standard at all times when using the Services. Specifically:

Service delivery.

Show up on time for Bookings and deliver the service as advertised, in scope, quality, and duration.
Maintain proper hygiene and use sanitized tools and clean products in good condition.
Where the service is delivered at the Customer's address (mobile service), behave professionally and respect the Customer's home and property.
Where the Customer comes to your premises, ensure the premises are safe, clean, and accessible as advertised.
Do not perform services beyond your competence, training, or licensing.

Communication.

Respond to Customer messages in the App in a reasonable timeframe.
Communicate any necessary scheduling changes through the Services so that records are kept.

Conduct toward Customers.

Treat Customers with respect, dignity, and professionalism.
Do not harass, threaten, intimidate, discriminate, or behave inappropriately toward any Customer.
No discrimination. Do not refuse service, change pricing, or treat Customers differently on the basis of race, colour, ethnicity, national origin, religion, sex, gender identity or expression, sexual orientation, age, marital status, family situation, disability, language, social condition, political belief, or any other ground protected by the Quebec Charter of Human Rights and Freedoms or the Canadian Charter of Rights and Freedoms.

Accurate listings. Keep your prices, services, availability, and policies up to date. Do not list services you do not perform or perform services materially different from those advertised.

Reviews. Do not solicit fake reviews, manipulate ratings, retaliate against Customers for reviews, or post reviews of competitors.

Suspected harm. If you become aware of an injury, allergic reaction, or other adverse outcome related to a service performed through the Services, notify us promptly at info@nubiahub.ca.

10. BOOKINGS, DEPOSITS, AND CANCELLATION POLICY

Deposit and Balance. When a Customer books, they pay a Deposit of at least 20% of the price of the Booking (you choose the percentage). The Balance is due at the end of the service. The Customer can pay it in the App, through a payment link you send through the Services, or directly to you (for example, in cash).

Cancellation policy you set. You set your own cancellation policy within the parameters established by Nubia. Within those parameters:

The Customer must always be able to cancel at least 24 hours before the appointment for a full refund of the Deposit. Your cancellation cut-off can be shorter than 24 hours, but not longer.
If the Customer cancels after your cut-off or does not show up, you keep the Deposit as your cancellation or no-show fee. The Deposit represents a reasonable estimate of your damages (e.g., the lost-slot revenue), not a penalty. No other amount may be charged to the Customer for a late cancellation or a no-show.
Your cancellation policy is disclosed to the Customer at booking and forms part of the contract between you and the Customer.

Pro-side cancellations. If you cancel a Booking, no-show, or fail to deliver the service as advertised:

The Customer is entitled to a full refund of all amounts paid;
Nubia may charge the refund against your future payouts in accordance with Section 14;
Repeated Pro-side cancellations or no-shows may result in suspension or termination of your account.

No-show records and blocks. You can record a Customer's no-shows and block a Customer from booking with you. These records are kept for your business only and are not shared with other Pros. You must use them fairly and in line with Section 9.

Modifications to a Booking (date, time, service, location) require Customer agreement, communicated through the Services. A unilateral change by you that materially differs from what the Customer booked is treated as a Pro-side cancellation.

11. TIPS

The Services allow Customers to add an optional Tip when paying for a Booking. Tips:

Are paid to you less the Processing Fees only: Nubia charges no Platform Fee on Tips (Section 7);
Are non-refundable by Nubia once a Booking is completed, except in the case of duplicate charges or fraud;
Are part of your taxable income; you are responsible for declaring and remitting any applicable taxes.

12. PRODUCT SALES

You may sell Products (for example, hair-care products) to Customers through the Services.

You are the seller. The contract of sale is between you and the Customer. Nubia collects payment on your behalf as your limited payment collection agent (Section 2).
Listings. You are responsible for your Product listings, including accurate descriptions, prices, applicable taxes, and stock, and for complying with the laws that apply to the Products you sell (including product safety and labelling). You may not sell Products that are counterfeit, recalled, unsafe, expired, or prohibited by law, or that require a licence you do not hold.
Fees. The Platform Fee and the Processing Fees apply to Product Orders (Section 7).
Delivery. You deliver each Product Order as stated in it: pickup at your location, handover during an appointment, or shipping or delivery to the Customer's address. Any delivery fee and the expected delivery time must be shown to the Customer before they order. You bear the risk of loss or damage until the Customer receives the Product.
Returns and refunds. You set your own return policy, which must be shown to the Customer before they buy. Whatever your policy, you must refund a Product that is defective, not as described, or not delivered (or repair or replace it if the Customer agrees). You remain bound by the legal warranties of the Consumer Protection Act (Quebec) and the Civil Code of Québec. Refunds are processed as described in Section 14.

13. PROMOTIONAL CODES

Nubia may operate Customer-facing promotional codes (for example, a launch promotion offering Customers a discount on their first Booking).

Pro opt-in. You decide, on a per-promotion basis, whether to accept or refuse to honour each Customer-facing promo code at your business. If you refuse, the Customer attempting to apply the code at your business will see a message that the code is not valid at that business. You may change your opt-in status going forward, but a code already applied to a confirmed Booking cannot be retroactively revoked for that Booking.

Discount funded by you. When you opt in and a Customer applies an eligible promo code, the discount is funded by you. Specifically: the Customer pays the discounted amount, your payout reflects the discounted Service Price, and the Platform Fee and Processing Fees are calculated on the discounted amount paid. The customer-acquisition benefit of participating is yours.

Pro-side promotions (discounts on Nubia's Platform Fee, such as a launch promotional rate) are funded by Nubia and apply as we communicate to you in writing (for example, by email or in the App).

14. REFUNDS, REVERSALS, AND CHARGEBACKS

When refunds occur. A refund (full or partial) may be issued for a confirmed Booking or a Product Order when:

The Customer cancels before your cancellation cut-off (Section 10);
A Product is returned under your return policy, or is defective, not as described, or not delivered (Section 12);
You cancel, no-show, or fail to deliver the service as advertised;
A Customer dispute is resolved in the Customer's favour under Section 15;
A clearly erroneous price or system error occurred;
You and the Customer mutually agree to a refund;
A chargeback is initiated by the Customer's card issuer and resolved against you; or
We are required to issue a refund under applicable law.

Mechanism — charge against future payouts. Where a refund is issued and the funds have already been disbursed to you (or are scheduled to be), Nubia will recover the refunded amount by deducting it from your subsequent payouts. If your payout balance is insufficient, the outstanding amount becomes a debt payable on demand and may be collected from your designated payment method.

Reserves. We may, at our reasonable discretion, place a reserve on your payouts to cover anticipated refunds, chargebacks, disputes, or platform risk. Reserves are released as risk diminishes.

Chargebacks. When a Customer disputes a charge with their card issuer:

Nubia will notify you and request supporting evidence (booking record, in-app messages, photos) within a reasonable timeframe;
You will cooperate in responding to the chargeback;
If the chargeback is upheld against you, the disputed amount plus any chargeback fee charged by Stripe is recovered as in the "charge against future payouts" mechanism above;
Excessive chargeback rates may result in suspension or termination of your account and, separately, of your Stripe Connected Account.

15. CUSTOMER DISPUTES

When a Customer files a dispute about a Booking or a Product Order under the Customer Terms of Service:

We will notify you through the Services and provide the Customer's stated grounds;
You will have 48 hours to submit your response and any supporting evidence;
We will review the available evidence and decide, at our reasonable discretion, whether to refund some or all of the amount paid;
Our decision is operational (it determines whether and how Nubia processes a refund). It is not arbitration of the underlying contract between you and the Customer;
Either you or the Customer remains free to pursue independent legal remedies against the other.

We aim to decide disputes within 7 days of receipt of your response or expiry of your response window.

16. PROHIBITED ACTIVITIES

You agree not to:

Use the Services to commit fraud, money laundering, or any other illegal activity;
Provide false, misleading, or impersonating registration or profile information;
List services you do not perform or services prohibited by law;
Manipulate ratings, post fake reviews, retaliate against Customers for honest reviews, or coordinate review campaigns;
Bypass the Services: while using the Services, you must not solicit or accept off-platform Bookings from a Customer first met through the Services for the purpose of avoiding the Platform Fee or any other obligations under this Agreement. This does not apply to Your Clients (Section 18). After this Agreement ends, you are free to do business with any Customer.
Use Customer Data for any purpose other than delivering the booked service (Section 18);
Discriminate against Customers (Section 9);
Harass, threaten, or behave inappropriately toward any Customer or Nubia personnel;
Reverse-engineer, scrape, or extract data from the Services beyond what is necessary to use them as a Pro;
Use bots, automated tools, or unauthorized software to interact with the Services;
Sell or transfer your Pro account or your Connected Account to a third party;
Operate multiple Pro accounts to evade limits, fees, or enforcement actions;
Create accounts or list services on behalf of a sanctioned person or entity;
Use the Services in any way that could damage Nubia's reputation or violate applicable law.

17. YOUR CONTENT, PROFILE, AND IP

Your content. You retain ownership of the content you upload (profile photos, portfolio images, service descriptions, biographies, videos) ("Pro Content").

Licence to Nubia. You grant Nubia a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, adapt (including resizing/cropping for layout and translating, including automatically), and distribute your Pro Content for the purposes of (a) operating, providing, and improving the Services, (b) marketing and promoting the Services and your profile within the Services, and (c) marketing and promoting Nubia generally, including in advertising, social media, and partner channels.

This licence terminates when you delete the Pro Content or your account, except that:

Aggregated or anonymized content that is no longer attributable to you survives;
Backups and archives may take a reasonable period to fully purge;
Reasonable historical use (e.g., reviews citing past services, testimonials already published) may remain visible.

Automatic translation. Your Pro Content (for example, service and product descriptions) may be translated automatically between French and English using third-party AI service providers, which may process it outside Quebec, including in the United States. Automatic translations may contain errors. If you see an error in a translation of your content, tell us at info@nubiahub.ca so we can correct it.

Customer-generated content (e.g., a Customer's review of you, a photo a Customer uploaded with your service) is governed by the Customer Terms of Service.

Photos of Customers. If you upload photos that include identifiable Customers (before/after photos, work samples featuring Customers), you must have the Customer's written consent to do so and to grant Nubia the licence above. Photos of minors require legal authority. You indemnify Nubia for any breach (Section 27).

Trademarks. You may use Nubia's name and marks solely as needed to identify yourself as a Pro on the Services, in line with our brand guidelines (provided separately). You do not acquire any other rights in Nubia's IP.

18. CUSTOMER DATA AND PRIVACY

You receive Customer Data through the Services to deliver Bookings (e.g., Customer name, contact information, mobile-service address, booking history, in-app messages).

You agree:

Purpose limitation. You will use Customer Data only to fulfill the booked service, communicate about that Booking, and comply with applicable law (e.g., tax records). You will not use Customer Data for any other purpose, including general marketing, profiling, sale, or transfer to third parties.
No off-platform marketing without consent. You will not actively contact Customers off the Services for marketing or promotional purposes (whether by SMS, email, phone, social media, or otherwise) without the Customer's express, separate, CASL-compliant consent, obtained outside the Services. Nothing in this clause limits a Customer's right to follow you on the Services or contact you of their own initiative.
Security. You will protect Customer Data with reasonable safeguards (locked devices, password protection, no public sharing).
Privacy law compliance. You will comply with all applicable privacy laws, including the Act respecting the protection of personal information in the private sector (Quebec) (Loi 25), PIPEDA, and CASL.
Return or delete on request. On termination, on Nubia's request, or on the Customer's verified request, you will return or securely delete Customer Data in your possession, except as required to be retained by law (e.g., tax or accounting records).
Breach notification. If you suffer a confidentiality incident affecting Customer Data, you will notify Nubia at legal@nubiahub.ca within 72 hours of becoming aware, with all relevant details, so that Nubia can comply with its own notification obligations under Loi 25.

You are an independent controller of Customer Data for purposes you determine yourself (your own bookkeeping, your own service delivery records). For Customer Data accessed through the Services, you process on Nubia's behalf to the extent specified above.

Your Clients. Your Clients remain yours. You may keep doing business with them on or off the Services, and the purpose limits above do not apply to information about Your Clients that you already had. When you import or enter Your Clients' information into the Services, you confirm that you collected it lawfully and may share it with Nubia for this purpose. Nubia processes it on your behalf, only to provide the Services to you.

Customers are not exclusive. Customers, including Your Clients, are free to book any Pro on the Services. No Pro can claim a Customer as exclusively theirs.

19. CONFIDENTIALITY

In addition to Customer Data, you may receive non-public information about Nubia, the Services, other Pros, or business operations ("Confidential Information"). You agree to keep Confidential Information confidential, use it only as needed to use the Services, and not disclose it to third parties without Nubia's consent. This obligation survives termination for two years, except for trade secrets which remain confidential indefinitely.

20. PLATFORM TAX REPORTING (CRA)

Nubia is, or expects to become, a reporting platform operator under Canada's digital platform reporting rules, which apply to digital platforms that facilitate the provision of personal services for consideration. As a result, we are required to:

Collect specified information from you (legal name, address, tax identification numbers (SIN, business number, GST/QST numbers as applicable), date of birth or business registration date);
Verify the information you provide;
Report annually to the Canada Revenue Agency (and to any other tax authority where the law requires it) the consideration paid to you through the Services for the calendar year, and provide a copy of that report to you for your tax records.

You agree to provide, and to update as needed, the information required for tax reporting. Failure to provide accurate information may result in withholding, suspension, or termination of your account, in line with our obligations under tax law.

21. TERM, TERMINATION, AND SUSPENSION

Term. This Agreement begins when you accept it and continues until terminated.

Termination by you. You may terminate this Agreement at any time by closing your Pro account through the App or by emailing info@nubiahub.ca. Termination is effective on receipt, subject to honouring confirmed Bookings (Section 22).

Termination by Nubia. We may suspend or terminate your account, immediately or with notice, for reasons including:

Material breach of this Agreement;
Repeated cancellations, no-shows, or low-quality service delivery;
Fraud, money laundering, sanctioned-party activity, or other illegal activity;
Repeated Customer complaints or disputes resolved against you;
Excessive chargebacks;
Misrepresentation in registration, qualifications, or service listings;
Suspension or closure of your Stripe Connected Account;
Conduct that endangers, harasses, or discriminates against Customers, Pros, or Nubia personnel;
Failure to provide tax-reporting information when required;
Court order or governmental requirement;
Long-term inactivity (12 consecutive months without Bookings or login) after reasonable notice.

We will provide reasonable advance notice when feasible. Immediate suspension or termination is reserved for serious violations such as fraud, illegal activity, or threats to others.

Suspension. We may suspend rather than terminate your account during investigation of a suspected violation. During suspension you may not accept Bookings, but confirmed Bookings remain in effect unless we cancel them.

22. POST-TERMINATION

On termination of this Agreement:

Confirmed Bookings. Unless we determine otherwise, all Bookings already confirmed before termination will be honoured (you deliver the service; Customer is charged; you are paid). If we decide to cancel pending Bookings (e.g., for cause), Customers receive full refunds and the cancellations are treated as Pro-side cancellations.
Final payouts. Final disbursements continue per Stripe's normal schedule for at least 30 days after termination, subject to reasonable holds for anticipated refunds, disputes, or chargebacks.
Reserves. Reserves are released as risk diminishes; remaining funds are paid out within a reasonable period (typically up to 90 days, longer if disputes are pending).
Data retention. We retain your account, transaction, and tax records for 7 years from the end of the relevant tax year, to meet our tax and accounting obligations. Personal information is otherwise deleted or anonymized in line with the Privacy Policy.
Survival. Sections that by their nature survive termination — including IP, confidentiality, customer data obligations, indemnification, limitations of liability, dispute resolution, and governing law — remain in effect.
Customers. Your Clients remain yours (Section 18). You may also keep doing business with any other Customer who chooses to engage you, but you may not solicit Customers as a class using Customer Data obtained through the Services.

23. MODIFICATIONS TO THIS AGREEMENT

Minor changes (typos, clarifications, contact details, non-material updates) take effect on posting. The "Last updated" date is revised accordingly.

Material changes (including changes to fees, payout mechanics, dispute resolution, liability, termination, or significant operational rules) take effect no earlier than 30 days after notice is given to you by email and/or in-app notification. If you do not accept a material change, you may terminate this Agreement before the effective date at no cost beyond your existing obligations. Continued use of the Services after the effective date constitutes acceptance.

We may, however, make immediately effective changes when required to comply with applicable law, by court or regulatory order, or to address a security or fraud risk. We will give notice as soon as practicable in those cases.

24. SERVICE INTERRUPTIONS AND FORCE MAJEURE

We aim to keep the Services available, but we cannot guarantee uninterrupted access. The Services may be unavailable due to maintenance, upgrades, hardware or software issues, or events beyond our reasonable control, including acts of God, pandemics, public-health emergencies, strikes, war or civil unrest, government action, internet or telecommunications failures, third-party processor outages, or natural disasters ("Force Majeure Events"). We are not liable for any failure or delay to the extent caused by a Force Majeure Event.

If Stripe or another critical service provider experiences an outage or termination, we may need to delay payouts, refunds, or other operations until service is restored or replaced.

25. DISCLAIMER

The Services are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

The Services will meet your business expectations or generate any particular volume of Bookings or revenue;
Customers will book, attend, pay, or behave reasonably;
The Services will be uninterrupted or error-free;
Information about Customers (provided by Customers themselves) is accurate or complete.

Marketplace risk allocation. As between Nubia and you, you bear the risk and reward of operating your business, including service quality, customer relationships, no-shows, professional liability, regulatory compliance, taxes, and insurance.

26. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

(a) No indirect damages. Nubia and its directors, officers, employees, agents, and service providers will not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost bookings, lost goodwill, or business interruption, even if advised of the possibility of such damages.

(b) Liability cap. Nubia's total aggregate liability to you for all claims, regardless of the form of action (contract, tort, or otherwise), arising out of or related to the Services or this Agreement, will not exceed the greater of (i) CAD $500 or (ii) the total fees paid by you to Nubia (Platform Fees) in the 12 months immediately preceding the event giving rise to the claim.

Carve-outs. The exclusions and limitations above do not apply to liability that cannot lawfully be limited or excluded under applicable law, or to Nubia's gross negligence, willful misconduct, or fraud.

27. INDEMNIFICATION

Your indemnity. You will defend, indemnify, and hold harmless Nubia and its directors, officers, employees, and agents from any third-party claim, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or related to:

(a) Your breach of this Agreement or any false representation in it;

(b) Your violation of applicable law in connection with your use of the Services or your business;

(d) The services you perform, including any claim for personal injury, allergic reaction, hair or skin damage, property damage, or other adverse outcome arising from those services;

(e) Your Pro Content, including the use of photos of any Customer or third party;

(f) Disputes between you and a Customer beyond what Nubia handles under Section 15;

(g) Your tax obligations, including any taxes Nubia is required to pay or remit because you failed to register, charge, or remit taxes properly.

This indemnity does not apply to claims to the extent caused by Nubia's gross negligence, willful misconduct, or fraud.

We may, at your reasonable expense, assume defence and control of any matter for which you are required to indemnify us, in which case you will cooperate with our defence.

28. GOVERNING LAW

This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec, without regard to conflict-of-laws principles.

29. DISPUTE RESOLUTION (ARBITRATION)

Informal negotiation first. Before either party starts arbitration, we agree to attempt to resolve any dispute informally for at least 30 days after written notice from one party to the other. Notices to Nubia go to legal@nubiahub.ca; notices to you go to the email on your account.

Binding arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally will be finally and exclusively resolved by binding arbitration administered by the Canadian Commercial Arbitration Centre (CCAC) under its rules in force at the time arbitration is commenced.

Arbitrator(s): one (1) sole arbitrator.
Seat / legal place: Montreal, Quebec, Canada.
Language: French. The parties may agree in writing to conduct proceedings in English in whole or in part.
Costs: each party bears its own legal fees; the arbitrator's and venue's costs are shared equally unless the arbitrator orders otherwise (including a loser-pays award where a claim or defence was made in bad faith).
Confidentiality: arbitration proceedings, submissions, and the award are confidential, except to the extent disclosure is required by law or to enforce the award.

Class action and collective relief waiver. To the fullest extent permitted by law, you and Nubia agree that arbitration is on an individual basis only. Class actions, collective actions, mass actions, and consolidated arbitrations are not permitted. No arbitrator may award relief beyond the individual claimant.

Carve-outs (claims that may go to court instead of arbitration). The arbitration requirement does not apply to:

(a) Claims that fall within the monetary jurisdiction of the Quebec Small Claims Court (currently CAD $15,000 or less);

(b) Applications for injunctive or interim relief to protect intellectual property or confidential information;

(c) Collection actions by Nubia for unpaid Platform Fees, refund recoveries, chargebacks, or other amounts owed under this Agreement;

(d) Anything else for which arbitration cannot legally be required.

For carve-out claims, the courts of the Province of Quebec, judicial district of Montreal, have exclusive jurisdiction.

30. ELECTRONIC COMMUNICATIONS AND SIGNATURES

You consent to receive notices, agreements, and communications electronically, including by email and through the App. Electronic communications and electronic signatures satisfy any requirement that they be in writing. You consent to electronic delivery of notices, policies, and transaction records.

31. LANGUAGE

This Agreement is made available in French and English. The French version is the authoritative version. By accepting this Agreement, you confirm that the French version was made available to you and, if you chose to view the English version, you did so voluntarily. In the event of any conflict or inconsistency between the French and English versions, the French version prevails.

La présente Entente est disponible en français et en anglais. La version française est la version qui fait foi. En acceptant la présente Entente, vous confirmez que la version française vous a été présentée et que, si vous avez choisi de consulter la version anglaise, vous l'avez fait de votre plein gré. En cas de divergence entre les versions française et anglaise, la version française prévaut.

32. MISCELLANEOUS

This Agreement, together with the Privacy Policy, the Stripe Connected Account Agreement, and any other policies or operating rules posted by Nubia, constitutes the entire agreement between you and Nubia regarding your use of the Services as a Pro.

No waiver. Our failure to enforce any provision is not a waiver of that provision.
Severability. If any provision is found unlawful or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions remain in effect.
Assignment. You may not assign this Agreement without our written consent. We may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or part of our business, or to an affiliate.
Independent contractor. Nothing creates an employment, agency, partnership, joint-venture, or franchise relationship between you and Nubia.
Headings. Section headings are for convenience and do not affect interpretation.
No drafting presumption. This Agreement will not be construed against Nubia by reason of having drafted it.
Good faith. The parties will perform their obligations in good faith, in accordance with the Civil Code of Québec.

33. CONTACT

General inquiries, Pro support, dispute filing: info@nubiahub.ca

Legal, privacy, copyright: legal@nubiahub.ca

Mailing address: 9570-1454 Québec inc. 4388 Saint-Denis, suite 200, H2J2L1 Montreal, Quebec, Canada