Master Host Agreement

Governing Jurisdiction: Ontario, Canada Consistency: This Agreement is one of eight binding documents. It is read together with, and is subject to, the Terms of Service, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Master Practitioner Agreement, the Click-Through Booking Agreement, and the Cancellation Policy. Defined terms used but not defined here have the meanings given to them in the Terms of Service.

Recitals

RoomaMD Inc. ("RoomaMD", "we", "us", "our", or the "Platform") operates an online marketplace at roomamd.com that connects two independent parties: a Host, who owns or otherwise lawfully controls clinical or healthcare-adjacent premises and lists those Premises for short-term booking, and a Practitioner, who is a healthcare professional and books those Premises to deliver the Practitioner's own care to the Practitioner's own patients.

The Host wishes to list one or more Premises for booking through the Platform and to receive payments through the Platform's integrated payment processor. This Agreement sets out the continuing terms that govern the Host's use of the Platform, separate from and in addition to (i) any per-booking agreement entered into between the Host and a Practitioner, and (ii) the Terms of Service, which apply to every User of the Platform.

RoomaMD is a neutral marketplace and intermediary. RoomaMD is not a party to the booking contract between a Host and a Practitioner, is not a real-estate broker, landlord, sublandlord, property manager, or agent, is not a healthcare provider or clinic, and is not a regulator. RoomaMD does not verify, approve, or guarantee any Premises, any Host, any Practitioner, or any credential. The Host accepts this Agreement by the click-to-acknowledge interaction described in Section 1, and the parties agree as follows.

Section 1. Acceptance, Capacity, and Commercial Status

1.1 Acceptance by click-to-acknowledge. The Host accepts this Agreement by clicking "I Agree" (or a substantially similar control) in the Platform's onboarding flow. The Platform captures and retains a timestamped acceptance record, including the date and time of acceptance, the accepting account, the IP address, the user-agent, the agreement version, and a SHA-256 hash of the rendered agreement as accepted. That record is the authoritative evidence of the Host's assent. No handwritten signature, electronic signature service, or wet-ink execution is used or required for this Agreement.

1.2 Acknowledged once. This Agreement is acknowledged a single time during host onboarding and remains in force on a continuing basis until terminated under Section 16. Each Confirmed Booking is additionally governed by a per-booking Click-Through Booking Agreement, which the Practitioner acknowledges at checkout and which incorporates the Host-side obligations summarized in it.

1.3 Authority. Where the Host is a corporation, partnership, professional corporation, sole proprietorship, or other entity, the individual accepting this Agreement represents that the individual is authorized to bind that entity, and the entity is the Host for all purposes of this Agreement. References to the "Host" include that entity and the accepting individual jointly and severally where the context requires.

1.4 Capacity and residence. The Host represents that the Host is at least 18 years of age, has full legal capacity to enter into this Agreement and to grant the licences contemplated by it, and is legally resident in, or registered to carry on business in, Ontario or another Canadian province from which the Host lawfully controls the Premises.

1.5 Commercial status. The Host acknowledges and represents that, in the Host's circumstances, the Host transacts under this Agreement in the course of a business or commercial undertaking and not as a "consumer" within the meaning of the Consumer Protection Act, 2002 (SO 2002, c 30, Sched A), and that the cooling-off rights under that Act, including those at sections 28 (future performance agreements) and 43 (direct agreements), are not intended to apply to this Agreement or to Bookings facilitated through the Platform. If the Consumer Protection Act, 2023 (SO 2023, c 23, Sched 1) is proclaimed in force during the currency of this Agreement, the parties' commercial-status acknowledgement is intended to survive the transition and apply with equal force under the successor statute. Nothing in this Section waives, limits, or purports to contract out of any right or protection that cannot lawfully be waived or excluded by agreement, and to the extent any mandatory consumer-protection right applies to the Host notwithstanding this acknowledgement, that right governs.

Section 2. Definitions

2.1 Reliance on the Terms of Service. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms of Service. The following defined terms are restated here so that this Agreement can be read on its own, including for the purpose of computing the amounts described in Section 8.

2.2 Defined terms. In this Agreement:

(a) "Premises" means the clinical or healthcare-adjacent space that the Host owns or lawfully controls and offers in a Listing.
(b) "Listing" means a Host's published offer of Premises on the Platform, including its description, photographs, any walkthrough video, amenity tags, pricing, availability, and credential requirements.
(c) "Booking Request" means a Practitioner's request, sent through the Platform, to book Premises for a stated time, on which the Practitioner's payment method is authorized but not yet charged.
(d) "Confirmed Booking" means a Booking Request that the Host has accepted, on which the authorization has been captured and the booking is confirmed. References in this Agreement to a "Booking" mean a Confirmed Booking unless the context requires otherwise.
(e) "Space Rate" means the Host's posted tier price for the Premises multiplied by the number of units booked (or the flat tier price), excluding the Cleaning Fee, the Add-on Fees, HST, and the Service Fee.
(f) "Cleaning Fee" means the cleaning amount the Host posts on the Listing, shown to the Practitioner only where greater than zero.
(g) "Add-on Fee" means an optional, paid equipment or service item the Host offers on the Listing (for example, a massage table) that a Practitioner may add to a Booking, priced per booking, per hour, per day, or per week, and itemized to the Practitioner. A per-hour, per-day, or per-week Add-on Fee scales with the booked duration like the Space Rate. Add-on Fees form part of the Host's supply, and the Host is solely responsible for having the equipment or service available for the Booking; RoomaMD does not track or guarantee inventory.
(h) "Booking subtotal" means the sum of the Space Rate, the Cleaning Fee (where greater than zero), and the Add-on Fees (where any), excluding HST and the Service Fee.
(i) "HST" means the harmonized sales tax under Part IX of the Excise Tax Act (RSC 1985, c E-15), charged at 13% in Ontario on the Booking subtotal, as described in Section 14.
(j) "Service Fee" means the Stripe processing fee shown to the Practitioner, equal to 2.9% of the sum of the Booking subtotal and the HST, plus CAD $0.30. RoomaMD does not retain the Service Fee.
(k) "Platform Fee" means RoomaMD's fee of 12% of the Booking subtotal (reduced to 10% while the Host holds Starhost status, a discretionary promotional perk described in Section 8.1), deducted from the Host's Payout and not shown as a separate line on the Practitioner's bill.
(l) "Payout" means the net amount transferred to the Host's connected account for a Booking, as calculated in Section 8.2.
(m) "College" means the Practitioner's regulatory College, and "Public Register" means that College's free public register.
(n) "Rebooking Credit" means the one-time credit (currently CAD $50, valid for ninety (90) days from grant) that RoomaMD, at its expense, adds to a Practitioner's account following a Host-initiated cancellation, as further described in the Cancellation Policy.
(o) "User" means a Host or a Practitioner.

Section 3. Nature of the Arrangement: Bare Licence to Occupy

3.1 Bare licence, not a lease. Each Confirmed Booking creates a bare licence to occupy the relevant Premises for the booked time, and not a lease, sublease, tenancy, easement, or partnership of any kind. For the avoidance of doubt, and consistent with the parallel provisions in the Master Practitioner Agreement and the Click-Through Booking Agreement, this Agreement and each Confirmed Booking made under it create no tenancy interest (including any security of tenure), no leasehold estate, and no other real property interest in favour of the Practitioner.

3.2 Indicia of a licence. The parties acknowledge that the indicia of a licence rather than a lease are present, including:

(a) the Practitioner does not have exclusive possession of the Premises;
(b) the Host retains keys, access codes, and the right to enter the Premises at any reasonable time, including for cleaning, maintenance, security, or to admit other licensees scheduled into the same room or building;
(c) the Host may schedule other practitioners or other licensees into the same Premises at non-overlapping times;
(d) the term of each Confirmed Booking is short (hourly, daily, weekly, or monthly) and is revocable in accordance with the Cancellation Policy and the tier posted on the Listing;
(e) the Host provides services beyond mere possession, which may include reception (where offered), common-area cleaning, equipment maintenance, and utilities, to the extent the Host elects to offer them; and
(f) the licence is personal to the Practitioner and is non-assignable.

3.3 Commercial Tenancies Act. The Commercial Tenancies Act (RSO 1990, c L.7) does not apply to Bookings made under this Agreement. The Host expressly disclaims, and shall not invoke, the distress remedy at section 38 of that Act, the six-month overholding double-rent provision at section 58, or any other Commercial Tenancies Act remedy or jurisdiction in respect of any Booking governed by this Agreement.

3.4 Recharacterization fallback. If a court of competent jurisdiction nonetheless characterizes any Booking (in particular any Booking of one month or longer) as a tenancy or periodic tenancy, the parties agree, to the maximum extent permitted by law, to contract out of the Commercial Tenancies Act and to limit their respective remedies to those expressly set out in this Agreement and the applicable booking confirmation. The Host disclaims any "landlord" duties beyond those set out in this Agreement. If any provision of this Section is held to be an unenforceable ouster of the Commercial Tenancies Act or any other mandatory statute, that provision shall be read down to the minimum scope that gives effect to the parties' commercial intent, and the balance of this Agreement shall remain in full force and effect.

3.5 No ouster of mandatory statute. Nothing in this Section purports to exclude any right or protection that cannot lawfully be excluded by agreement. To the extent any mandatory statute (including the Residential Tenancies Act, 2006 (SO 2006, c 17), should a court find it applicable notwithstanding the parties' intent that no Premises is offered for residential use) applies to a Booking, the parties' rights are governed by that statute.

3.6 No agency, partnership, or fiduciary relationship. No partnership, joint venture, employment, agency, or fiduciary relationship arises between the Host and a Practitioner, between the Host and RoomaMD, or between any of them and any patient of a Practitioner, by virtue of this Agreement or any Booking made under it. For the avoidance of doubt, and to pre-empt any ostensible-agency, deemed-reseller, or joint-venture argument: the Host is not a service provider, employee, agent, or joint venture partner of RoomaMD; no Practitioner is a service provider, employee, agent, or joint venture partner of RoomaMD; no patient of any Practitioner is a service provider, employee, agent, or joint venture partner of RoomaMD or of the Host; and nothing the Host does at the Premises is performed under RoomaMD's direction, supervision, or control. The single, limited exception is the appointment of RoomaMD as the Host's limited payment collection agent in Section 7.

Section 4. Premises Standards, Safety, and Honest Representation

4.1 Lawful right to license the Premises. The Host represents and warrants, on each occasion that it lists or makes a Premises available for Booking, that the Host has the lawful right to license the Premises for the booked use, whether as owner of the Premises or as a tenant or sublessee holding any required landlord, head-lessor, condominium, or strata consent. The Host shall not list any Premises that the Host does not own, lease, or otherwise have lawful authority to license for the uses contemplated, and shall not list any Premises in respect of which a superior landlord, head lessor, condominium board, or strata corporation has prohibited the activity.

4.2 Condo, zoning, and municipal compliance is the Host's responsibility. Compliance of the Premises and of the booked use with all applicable condominium and strata declarations and rules, restrictive covenants, zoning by-laws, occupancy permits, change-of-use requirements, and other municipal requirements is the Host's sole responsibility. RoomaMD does not assess, opine on, or assume responsibility for any such compliance.

4.3 Premises condition. The Host represents and warrants, on each occasion that it lists or makes a Premises available for Booking, that:

(a) the Premises is structurally sound, properly maintained, and reasonably fit for the type of healthcare-adjacent or clinical use described in the Listing;
(b) the Premises is provided with lighting, ventilation, hand-washing facilities, and waste-handling appropriate to such use;
(c) the Premises complies with the applicable provisions of the Ontario Building Code (O. Reg. 332/12), the Ontario Fire Code (O. Reg. 213/07), and any applicable municipal occupancy and public-health requirements; and
(d) any clinical equipment or fixtures described in the Listing are present, functional, and maintained in safe working order.

4.4 Accessibility honesty. Any accessibility features described in a Listing must be present and functional, and any known accessibility limitation must be disclosed honestly in the Listing. The Host shall not represent that the Premises is accessible (for example, that it provides barrier-free entry, an accessible washroom, or elevator access) unless that representation is accurate. The Host has continuing obligations under the Accessibility for Ontarians with Disabilities Act, 2005 (SO 2005, c 11) and the Integrated Accessibility Standards Regulation (O. Reg. 191/11) to the extent applicable to the Host's organization size and class. Where the Host is a private organization with twenty or more employees, the Host warrants that it has filed or will timely file the accessibility compliance reports required by section 86 of that Regulation.

4.5 Healthcare-premises inspection awareness. The Host acknowledges that certain procedures conducted at premises in Ontario trigger inspection and approval requirements under the Out-of-Hospital Premises Inspection Program (O. Reg. 114/94 under the Medicine Act, 1991) for procedures within the authority of the College of Physicians and Surgeons of Ontario, and analogous requirements under the rules of other regulatory Colleges. Where the Host knows that procedures triggering such inspection are intended to occur at the Premises, the Host shall not list or accept Bookings for that use unless and until any required inspection or approval has been completed. The Practitioner is the party primarily responsible for procedure-level compliance under the Master Practitioner Agreement; the Host accepts the secondary responsibility set out in this Section as between the Host and RoomaMD, and this allocation does not determine any regulatory obligation, which is governed by the applicable College and statute.

4.6 No suitability warranty by RoomaMD. The Host makes no representation that the Premises is suitable for any specific scope of practice, procedure type, or category of patient beyond what the Listing states, and the Practitioner is solely responsible for verifying suitability for the Practitioner's intended use. RoomaMD makes no representation about the suitability, safety, condition, or compliance of any Premises.

4.7 Prohibited premises uses (Platform-wide floor). The Platform makes available general clinical space; a Premises booked through the Platform is not a licensed or inspected healthcare facility. The Host shall not list, configure, tag, market, or accept a Booking for any of the following uses, and shall not represent that a Premises is suitable for any of them (the "Prohibited Uses"):

(a) surgery of any kind, minor surgery, or any procedure requiring a dedicated procedure or operating suite;
(b) any procedure performed under sedation or general or regional anaesthesia;
(c) cosmetic or plastic surgery;
(d) diagnostic imaging offered as a service (including ultrasound, CT, MRI, or nuclear medicine), and any use of an X-ray source except in a room that holds a current registration under the Healing Arts Radiation Protection Act (RSO 1990, c H.2);
(e) intravenous (IV) therapy or infusion, unless the Premises is specifically equipped and staffed for it;
(f) pain or other injections performed under sedation;
(g) fertility, endoscopy, dialysis, or sleep-study services;
(h) blood draw or specimen collection;
(i) dispensing of controlled substances or the operation of a pharmacy; and
(j) oral or maxillofacial surgery, or any dentistry performed under sedation.

The Prohibited Uses are an absolute floor. No Listing tag, equipment, or Host or Practitioner consent permits a Prohibited Use on the Platform.

4.8 Equipped-room responsibilities (HARP and IPAC). Where a Listing offers a room equipped for dental or for radiographic use, the Host represents and warrants that, for so long as the room is so offered: (a) any X-ray source is operated in a room that holds, and the Host maintains, a current registration under the Healing Arts Radiation Protection Act (RSO 1990, c H.2) — standalone X-ray is not offered unless the room is so registered; and (b) the Premises meets the infection-prevention-and-control (IPAC) standards applicable to the equipped use, including, for a dental operatory, the sterilization and IPAC standards of the Royal College of Dental Surgeons of Ontario. The Host owns this facility-level compliance; RoomaMD does not assess or assume it.

4.9 Gated uses — the Host confirms eligibility. For any use the Platform flags as document-gated (currently medical aesthetics and injectables, general dental operatory work, and in-office minor procedures performed without sedation), the Host shall, before accepting a Booking, require and review the documents relevant to that use and confirm the Practitioner is eligible and authorized to perform it (for example, that an injector is a regulated injector or acts under a valid medical directive). This confirmation is the Host's, not RoomaMD's, and is exercised through the credential review in Section 15.

Section 5. Listing Obligations and Listing Content

5.1 Instant publishing; accuracy is the Host's responsibility. Completing host onboarding sets the Host's account active, and publishing a Listing takes it live immediately. RoomaMD does not pre-approve, pre-screen, or pre-verify Listings, Premises, insurance, or credentials before a Listing goes live. Because publishing is instant and unmediated, accuracy is entirely the Host's responsibility. The Host shall publish only accurate Listings, including a true and current description of the Premises, photographs taken within the prior twenty-four (24) months that fairly represent the current condition of the Premises, accurate amenity tags, accurate pricing, and accurate availability windows.

5.2 Keeping Listings current. The Host shall update any Listing within seven (7) days of any material change to the Premises, including any renovation altering the floor plan, any removal or addition of clinical equipment, any change in accessibility status, any change in available services such as reception or cleaning, and any change in the Host's lawful right to license the Premises.

5.3 No patient information in Listings. The Host shall not publish in any Listing, including in any photograph or walkthrough video, any information that could identify a specific patient of any Practitioner, and shall not include any image of patient records, patient identifiers, appointment lists, or any object bearing such information.

5.4 Ownership of Listing content. The Host represents and warrants that it owns, or holds all rights and consents necessary to publish and license, all photographs, descriptions, walkthrough video, and other content it uploads or publishes to a Listing ("Listing Content"). The Host further represents and warrants that the Listing Content does not infringe, misappropriate, or violate any copyright, trademark, privacy, publicity, or other right of any third party, and that any identifiable person depicted in the Listing Content (including any walkthrough video) has consented to that depiction and use.

5.5 Licence to RoomaMD. The Host grants RoomaMD a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable licence to host, store, reproduce, adapt, format, display, perform, and distribute the Listing Content for the purposes of operating, providing, improving, securing, and marketing the Platform and the Host's Listings, including in search results, listing pages, advertising, promotional materials, and RoomaMD's own marketing and social-media channels (such as Instagram, Facebook, LinkedIn, X, and similar platforms), across any media now known or later developed. The Host acknowledges that, under this licence, the Host's Listing Content may appear in RoomaMD marketing and on RoomaMD social-media accounts. This licence continues for so long as the Listing Content remains on the Platform and, after removal, for the period reasonably necessary to operate, back up, and audit the Platform and to defend any claim during the applicable limitation periods. The Host's indemnity in Section 16 applies to any claim arising from the Listing Content or from a breach of this Section.

5.6 Optional verification badge. The Host may submit a walkthrough video for RoomaMD's review. Where RoomaMD reviews and approves it, RoomaMD may grant the Listing an optional "RoomaMD Verified" badge. The badge is a discretionary quality signal only. It is not a representation that the Premises is safe, code-compliant, insured, or fit for any clinical use, and it does not relieve the Host of any obligation under this Agreement. Submitting a walkthrough video is voluntary, and a Listing may be published and booked without it.

5.7 Reviews. The Platform operates a double-blind review system in which neither party sees the other's review until both have submitted or the review window closes. The Host shall not manipulate, incentivize, condition any benefit upon, retaliate for, or attempt to suppress or distort any review, and shall comply with the review rules set out in the Acceptable Use Policy.

5.8 De-listing, hiding, and removal of a Listing. De-listing, hiding, unpublishing, or archiving a Listing removes it from search and stops new Booking Requests, but does not cancel, modify, suspend, or release any existing Confirmed Booking or any pending Booking Request on that Listing. All such Bookings continue on their original terms and must be honoured. A Listing that has one or more pending Booking Requests or upcoming or in-progress Confirmed Bookings cannot be deleted; the Host must first decline any pending requests (which carries no cancellation penalty) and either allow the Confirmed Bookings to be completed or cancel each of them individually, in which case the cancellation consequences in Section 9 (including the Host cancellation charge and the practitioner refund) apply. RoomaMD may enforce this restriction technically.

Section 6. Insurance: Self-Attested Minimum Standards

6.1 Coverage the Host must maintain. Throughout the term of this Agreement and for at least two (2) years following its termination, the Host shall maintain in force:

(a) Commercial General Liability ("CGL") insurance with limits of not less than CAD $2,000,000 per occurrence and CAD $2,000,000 in the aggregate, on an occurrence basis, naming RoomaMD Inc. (and, where the Host's policy permits, each Practitioner using the Premises) as additional insureds, with cross-liability and severability-of-interests wording, primary and non-contributory wording in respect of any concurrent insurance held by the additional insureds, and a requirement that the insurer provide thirty (30) days' written notice before any cancellation or material reduction of coverage; and
(b) property insurance covering the Host's own equipment, fixtures, and the building or unit (as appropriate to the Host's ownership interest) on a replacement-cost basis.

6.2 Higher-risk premises (recommended, not required). RoomaMD strongly recommends, but does not require as a condition of Platform participation, that Hosts of higher-risk Premises (including procedure suites, premises hosting cosmetic injectable services, premises hosting higher-acuity procedures, and premises with high anticipated patient traffic) maintain CGL limits of CAD $5,000,000 per occurrence or higher, consistent with industry practice for clinical premises.

6.3 Self-attestation; no platform verification. The Host self-attests, at the time of listing and on a continuing basis, that the insurance required by Section 6.1 is in force. RoomaMD does not verify, review, approve, or guarantee the Host's insurance as a condition of publishing a Listing, and the Host shall not represent that RoomaMD has done so. The Host shall provide a current Certificate of Insurance to RoomaMD on request, shall deliver replacement certificates evidencing renewal coverage at least ten (10) days before the expiration of any existing policy where RoomaMD has requested certificates, and shall notify RoomaMD promptly of any lapse, cancellation, or material reduction of the required coverage. RoomaMD may send the Host reminders as coverage approaches expiry and may act reactively under Section 16 where it learns of a lapse. Failure to maintain continuous coverage under this Section is a material breach, and RoomaMD may suspend or terminate the Host's Listings immediately under Section 16.

6.4 Adequacy is the Host's judgement. Nothing in this Agreement is a representation by RoomaMD that the limits set out in this Section are adequate for the Host's particular operations. The Host should consult a qualified insurance broker to determine appropriate coverage levels for its circumstances.

Section 7. Payment Processing, Stripe Connect, and Payouts

7.1 Stripe as processor. Payment processing is provided by Stripe, Inc. and Stripe Payments Canada, Ltd. (together, "Stripe"). Each Host who receives payments through the Platform must maintain a Stripe connected account.

7.2 Stripe agreements. The Host represents that the Host has read, understood, and accepts the Stripe Connected Account Agreement and the Stripe Services Agreement, each as in effect from time to time and as presented to the Host during onboarding to the connected account. Those agreements are between the Host and Stripe directly. RoomaMD is not a party to them.

7.3 Authorizations. The Host authorizes RoomaMD to instruct Stripe to (i) process Booking charges from Practitioners, (ii) deduct the Platform Fee and the HST on the Platform Fee from the Host's Payout, (iii) settle the net amount (the Payout calculated in Section 8.2) to the Host's connected account on the schedule described in this Section, and (iv) reverse, debit, or offset any amount required to satisfy a chargeback, refund, dispute outcome, tax correction, or fee correction. The Service Fee (Stripe processing) is charged to the Practitioner as described in Section 8.3 and the Terms of Service, and is not separately deducted from the Host's Payout, except that a chargeback, refund, payment-network fee, or Stripe-imposed negative balance allocated to the Host under this Agreement may be recovered from the Host as set out in Sections 7.9 and 7.10.

7.4 Limited payment collection agent. The Host appoints RoomaMD, acting through Stripe Connect, as the Host's limited payment collection agent solely to accept and process Booking charges from Practitioners on the Host's behalf. A Practitioner's payment of the Booking amount to RoomaMD through Stripe Connect satisfies, to the extent of the amount paid, the Practitioner's payment obligation to the Host for that Booking, as if the Practitioner had paid the Host directly. The Host bears the risk of any subsequent unavailability, delay, reversal, chargeback, or withholding of funds by Stripe, except to the extent directly caused by RoomaMD's fraud, wilful misconduct, or gross negligence. This appointment is the Host-side counterpart to the corresponding appointment described in the Terms of Service.

7.5 Stripe onboarding and identity verification. The Host is responsible for completing Stripe's identity, business, and bank-account verification for the Host's connected account. RoomaMD facilitates the redirect to Stripe's hosted onboarding and stores the resulting Stripe account identifier. RoomaMD does not itself collect or verify the Host's banking or identity information for this purpose. Until Stripe's verification is complete, the Host may be unable to accept new Bookings or receive Payouts.

7.6 Booking charge timing. When a Practitioner sends a Booking Request, the Practitioner's payment method is authorized (placed on hold) but not charged. When the Host accepts the Booking Request, the authorization is captured (charged) and the Booking is confirmed. Where the Host declines a Booking Request, or where the request expires without acceptance, the hold is released and no charge is made. No Stripe processing fee is incurred on a Booking Request that is not accepted.

7.7 Payouts. RoomaMD uses a separate-charges-and-transfers model: funds are first received into RoomaMD's platform balance and are then transferred to the Host's connected account. The Payout for a Booking, calculated as set out in Section 8.2 (the Booking subtotal — the Space Rate plus the Cleaning Fee plus the Add-on Fees — plus the HST collected on the Host's supply, less the Platform Fee and less the HST on the Platform Fee), is released after a hold of approximately forty-eight (48) hours following completion of the booked period, subject to Stripe's processing times and to any hold, reserve, or review that Stripe or RoomaMD applies for risk, fraud, dispute, or compliance reasons. RoomaMD's obligation to pay any Payout to the Host is subject to and conditional upon RoomaMD's successful receipt of the corresponding payment from the Practitioner.

7.8 Multi-month bookings pay out per segment. A multi-month Booking is divided into calendar-aligned monthly segments. The first segment is captured when the Host accepts the Booking; each later segment is charged off-session on the Practitioner's saved payment method at the start of that segment. Each segment is paid out to the Host separately, on the schedule in Section 7.7, after the corresponding segment completes. A cancelled segment moves no money for that segment.

7.9 Host bears chargeback and dispute risk. The Host bears the financial risk of chargebacks, refunds, and disputes arising from Bookings, including disputes raised more than ninety (90) days after a Booking. Where Stripe imposes a negative balance, fee, or fine on the Host's connected account, RoomaMD may reverse Platform Fees previously retained on the affected Booking and offset future amounts to recover any related sums that RoomaMD has advanced or absorbed. Nothing in this Section limits or waives any non-waivable right of any User under applicable payment-card-network rules or the Consumer Protection Act, 2002.

7.10 Refund recoupment from future payouts. Where RoomaMD issues a refund to a Practitioner in respect of a Booking, whether under the Cancellation Policy, the premises-unsuitable-on-arrival protocol described in the Click-Through Booking Agreement and the Cancellation Policy, a material-misrepresentation report as described in the Click-Through Booking Agreement, the dispute-resolution process, or any other policy authorized by the Terms of Service, RoomaMD may recover the amount of that refund from the Host, including by subtracting it from any future Payout due to the Host through Stripe Connect. Where future Payouts are insufficient to satisfy the recoupment, the Host shall pay the outstanding amount within fifteen (15) days of RoomaMD's written demand. To the extent an amount has already been recovered under Section 7.9, it shall not be recovered again under this Section. This recoupment right is in addition to RoomaMD's other rights and remedies under this Agreement, the Click-Through Booking Agreement, and applicable law.

Section 8. Platform Fee and Fee Mechanics

8.1 Platform Fee. RoomaMD charges the Host a Platform Fee on each Confirmed Booking equal to twelve percent (12%) of the Booking subtotal (the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees, excluding HST and the Service Fee). The Platform Fee is deducted from the Host's Payout before transfer. The current rate is published at roomamd.com/pricing. Starhost promotional rate. RoomaMD may, from time to time, apply a reduced Platform Fee of ten percent (10%) to Hosts who hold "Starhost" status under RoomaMD's Starhost program. Starhost is a discretionary promotional perk: RoomaMD sets and may change the eligibility criteria, and may grant, decline, pause, or withdraw Starhost status and the reduced rate at any time. Starhost status is earned on an ongoing basis and is not a guaranteed or permanent entitlement; nothing in this Agreement obliges RoomaMD to introduce, maintain, or continue the program or the reduced rate. RoomaMD will provide the Host with at least sixty (60) days' written notice before any change to the Platform Fee takes effect, after which continued listing constitutes acceptance. A change does not apply to Confirmed Bookings made before its effective date. If the Platform Fee stated in this Agreement and the Platform Fee stated in the Terms of Service ever differ, the Terms of Service control as between RoomaMD and the Host.

8.2 What the Practitioner pays and what the Host receives. On every Booking, the Practitioner's bill itemizes lines that sum exactly to the total: (i) the Space Rate; (ii) the Cleaning Fee (shown only where greater than zero); (iii) each Add-on Fee the Practitioner selected (shown only where any), itemized as its own line, with a per-hour, per-day, or per-week add-on multiplied by the booked duration; (iv) HST at 13% on the Booking subtotal (the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees), charged on every Booking as described in Section 14; and (v) the Service Fee, being the Stripe processing fee, equal to 2.9% of the sum of the Booking subtotal and the HST, plus CAD $0.30. The Platform Fee is not a separate line on the Practitioner's bill; it is taken from the Host's Payout. The Host receives the Booking subtotal (the Space Rate plus the Cleaning Fee plus the Add-on Fees) plus the HST collected on the Host's supply, less the Platform Fee and less the HST on the Platform Fee. This net amount is the Payout described in Section 7.7.

8.3 Service Fee (Stripe processing). The Service Fee shown to the Practitioner is the Stripe processing fee. The current rate is 2.9% of the charged amount plus CAD $0.30 per successful charge for domestic Canadian payments, subject to Stripe's published rates as updated from time to time. RoomaMD does not retain the Service Fee.

8.4 Statements. RoomaMD may make available per-booking statements and periodic summaries of Platform Fees and HST for the Host's accounting and tax use. Such statements are not tax advice.

8.5 HST on the Platform Fee. RoomaMD is registered for Goods and Services Tax / Harmonized Sales Tax under Part IX of the Excise Tax Act (RSC 1985, c E-15) and charges HST on the Platform Fee at the rate prescribed by the Canada Revenue Agency for the applicable province (currently 13% in Ontario). The HST on the Platform Fee is itemized on the per-booking statement made available to the Host, and RoomaMD's HST registration number is shown on that statement. Where the Host is itself an HST registrant, the Host may claim that HST as an input tax credit on the Host's HST return in accordance with section 169 of that Act.

Section 9. Cancellation Obligations

9.1 Tier selection. The Host shall designate one of the three published cancellation tiers (Flexible, Moderate, or Strict) for each Listing. The full tier definitions, refund schedules, valid-grounds carve-outs, grace periods, anti-abuse caps, and host-cancellation-charge schedule are set out in the Cancellation Policy, as updated by RoomaMD from time to time on at least thirty (30) days' written notice. The tier in force when a Booking is confirmed is locked for that Booking; a later tier change does not apply retroactively.

9.2 Honouring confirmed bookings. The Host shall honour each Confirmed Booking, except where the Host has a valid ground listed in Section 9.4. A host-initiated cancellation outside Section 9.4 is an "unjustified" cancellation and triggers the graduated charge schedule in Section 9.3 and the cumulative consequences in Section 9.6.

9.3 Graduated host cancellation-charge schedule. Where the Host cancels a Confirmed Booking other than for a valid ground in Section 9.4, RoomaMD may apply a host cancellation charge equal to a percentage of the Booking subtotal, with the minimum amounts set out below. For the purposes of this Section, "Booking subtotal" means the sum of the Space Rate, the Cleaning Fee, and the Add-on Fees for the affected Booking (or, for a multi-month Booking, the charged segment), excluding HST and the Service Fee, consistent with the Cancellation Policy. These amounts reflect the parties' reasonable pre-estimate of the administrative cost, rebooking disruption, and marketplace trust-and-safety cost of a host-side cancellation:

Timing of host cancellation	Charge
7 or more days before start	10% of the Booking subtotal, minimum CAD $25
Between 24 hours and 7 days before start	25% of the Booking subtotal, minimum CAD $50
Less than 24 hours before start	50% of the Booking subtotal, minimum CAD $100
Day-of cancellation or no-show	100% of the Booking subtotal, plus listing suspension pending operations review

The first unjustified Host cancellation in any rolling six (6) month period carries no host cancellation charge; the schedule above applies from the second unjustified cancellation in that window. A day-of cancellation or no-show remains a trust-and-safety event that may trigger the operations review and listing suspension referenced above even where the charge is waived under this first-cancellation grace.

The host cancellation charge is in addition to (not in place of) the Practitioner's full refund of the booking fee. Where charged, host cancellation charges are deducted from the Host's pending Payouts or, where those are insufficient, charged through the Host's payment method on file or recovered under Section 7.10.

Phased enforcement. RoomaMD is implementing the host cancellation charge, the cumulative consequences in Section 9.6, and the rebooking credit in phases. The Practitioner-protection measures (the full refund, RoomaMD's absorption of the Service Fee on a full refund, and the cancellation notice in Section 9.8) apply on every host-side cancellation today. During any period in which RoomaMD has not yet activated automated collection of the host cancellation charge or automated grant of the rebooking credit, RoomaMD applies those measures at its discretion or through its operations process rather than automatically, and RoomaMD will update this Agreement and the Cancellation Policy when automated enforcement is activated. Nothing in this Section obliges RoomaMD to collect a charge in any particular case, and RoomaMD may waive or reduce a host cancellation charge in its discretion.

9.4 Valid grounds for host cancellation (charge waived). The Host may cancel without incurring the host cancellation charge where the cancellation is necessitated by:

(a) the Premises becoming unusable through water or fire damage, HVAC failure, plumbing failure, or an electrical safety issue, documented through photographs and an incident report submitted to RoomaMD within twenty-four (24) hours;
(b) closure of the building containing the Premises ordered by the landlord, condominium or strata board, or any government authority;
(c) force majeure as defined in Section 22;
(d) College disciplinary action or practice restriction against the booking Practitioner that requires termination of the Booking;
(e) suspension or termination of the Booking by RoomaMD for cause;
(f) a documented medical emergency or family bereavement of the Host or of any individual reasonably required to make the Premises available; or
(g) a documented infrastructure failure (such as clinical equipment failure) that renders the Premises unsuitable for the booked scope of practice.

The Practitioner shall in any event receive a full refund of the booking fee for any cancellation under this Section 9.4, together with the one-time rebooking credit described in the Cancellation Policy (currently CAD $50, valid for ninety (90) days), which is funded by RoomaMD. The disruption to the Practitioner is the same whether or not the Host had a valid ground; only the host cancellation charge owed to RoomaMD is waived under this Section 9.4.

9.5 Anti-abuse cap. The Host's invocation of valid grounds under Section 9.4 is capped at four (4) instances per rolling twelve (12) months. The fifth and any subsequent invocation in any rolling twelve-month window automatically triggers a RoomaMD operations review and may, at RoomaMD's discretion, result in operational sanctions, including listing suspension or account deactivation, regardless of whether each individual invocation was independently valid.

9.6 Cumulative consequences for unjustified cancellations. On a rolling twelve-month basis, RoomaMD may apply graduated cumulative consequences. A listing suspension or account deactivation under the schedule below takes effect only following an administrative review and a written confirmation by RoomaMD; the count thresholds trigger that review rather than an automatic sanction:

Unjustified cancellations in the past 12 months	Consequence RoomaMD may apply
1 or 2	A host cancellation charge under Section 9.3, and a factual cancellation notice on the affected Listing as described in Section 9.8
3	Up to a 30-day listing suspension and an operations review
4	Up to a 90-day listing suspension
5 or more	Account deactivation under Section 16

9.7 Premises unsuitable on arrival. Where a Practitioner arrives and finds the Premises unsuitable through no fault of the Practitioner (for example, a water leak, broken equipment, or a non-functional accessibility feature contrary to the Listing), the situation is treated as a host-side cancellation under this Section, documented through the Practitioner's incident report submitted within the reporting window specified in the Click-Through Booking Agreement. The host cancellation charge under Section 9.3 may apply, the Practitioner receives a full refund plus the rebooking credit specified in the Cancellation Policy (currently CAD $50, valid for ninety (90) days), and the Practitioner's record is not counted as a cancellation against the Practitioner.

9.8 Cancellation-rate transparency. RoomaMD records the Host's cumulative count of cancellations in the past twelve (12) months (both unjustified and valid-grounds). Where the Host cancels a Confirmed Booking, RoomaMD posts a cancellation notice on the affected Listing: a factual record, posted from a RoomaMD account, stating that a Host-initiated cancellation occurred and its date. A cancellation notice is informational and visible to Practitioners; it neither raises nor lowers the Host's star rating and is not a review of the Host's service. RoomaMD may, in its discretion, update or remove a cancellation notice (for example, following a successful appeal or where the cancellation arose from a documented emergency). The Host may review its own cancellation history at any time through the Host's Platform dashboard.

9.9 Relocation alternative on host double-booking. Where the Host is, or reasonably expects to be, unable to honour a Confirmed Booking through double-booking, mistaken availability, or any other operational cause within the Host's reasonable control, the Host shall immediately: (i) notify RoomaMD and the affected Practitioner; (ii) propose at least one comparable alternative Premises or time-slot where the Host operates more than one suitable Premises; (iii) pre-pay or absorb any reasonable additional cost the Practitioner incurs in moving to the alternative or in delivering care from a different location; and (iv) waive any fee or charge that would otherwise be payable to the Host for the original Booking. RoomaMD may, in its reasonable discretion, arrange the alternative directly and recover all related expenses (including any difference in rate) from the Host under Section 7.10. Where the Practitioner accepts a comparable alternative proposed by the Host and approved through the Platform, the host cancellation charge in Section 9.3 does not apply, but the Host remains responsible for any rate difference, reasonable relocation cost, and RoomaMD administrative cost. Where the Practitioner declines the alternative, or where RoomaMD reasonably determines the alternative is not comparable, Section 9.3 applies in full.

9.10 Practitioner no-show. Where a Practitioner fails to attend a Confirmed Booking (a Practitioner no-show), the Booking is treated as completed for Payout purposes: the Host receives the Payout for that Booking in the ordinary course under Section 7.7, and no refund is owed to the Practitioner. A Practitioner no-show is not a Host cancellation and does not engage the host cancellation charge or the cumulative consequences in this Section 9.

9.11 Reschedule requests. A Practitioner may ask, through the Platform, to move a Confirmed Booking to a different date, time, or scope. The Host may approve or decline the request through the Platform within the response window shown on the request (currently twenty-four (24) hours). Approving a reschedule re-prices the Booking at the Host's then-current rates for the new dates, times, or scope; where the new slot is cheaper, the difference is refunded to the Practitioner, and where it is more expensive, the Platform does not collect the additional amount on the reschedule (the Practitioner must instead cancel and submit a new Booking Request). An approved reschedule is not counted as a Host cancellation and does not engage the host cancellation charge or the cumulative consequences in this Section 9. A Host who unreasonably or repeatedly declines reasonable reschedule requests may be subject to an operations review under Section 9.6.

Section 10. Patient Information: Hosts Do Not Touch It

10.1 No access to patient information. The Host shall not access, observe, photograph, copy, or otherwise collect any Personal Health Information ("PHI" within the meaning of the Personal Health Information Protection Act, 2004 (SO 2004, c 3, Sched A) ("PHIPA")) generated, stored, transmitted, or discarded during a Practitioner's use of the Premises.

10.2 Recording devices. The Host shall not retain any audio or video recording of clinical sessions at the Premises. Where the Host operates security cameras or other recording devices on or about the Premises, the Host shall:

(a) disclose such devices prominently in the Listing;
(b) ensure that no device records the interior of any room used for a clinical session during a Booking;
(c) retain recordings only for the period reasonably necessary for security purposes; and
(d) provide recordings only in response to a lawful request (warrant, subpoena, or court order), with notice to RoomaMD where reasonable.

10.3 Third-party staff and contractors. The Host shall ensure that any third-party staff or contractor (including cleaning, maintenance, security, reception, and IT personnel) who accesses the Premises during clinical hours, or during the cleanup of any space used by a Practitioner, is bound by appropriate written confidentiality obligations and has no patient-identifying information discoverable to them. The Host shall not direct or permit any such third party to handle, sort, or inspect waste or recycling produced by a Practitioner's session.

10.4 Clinical waste. Trash, recycling, and any biological or sharps waste produced by a Practitioner's session shall be treated as confidential and disposed of through the Practitioner's established protocols. The Host shall not handle clinical waste and shall provide reasonable physical accommodation (a locked container, dedicated bin, or secure drop-off location) for the Practitioner to manage such waste consistent with the Practitioner's College's standards and Regulation 347 (General: Waste Management) under the Environmental Protection Act (RSO 1990, c E.19), where applicable.

10.5 Not a health information custodian. The Host is not a "health information custodian" within the meaning of section 3 of PHIPA in respect of any Practitioner's patient records, and the Host shall take no action that would cause it to become one. RoomaMD is likewise not a health information custodian and is not an agent, electronic service provider, or health information network provider in respect of any Practitioner's patient records. The Platform is not a permitted channel for delivering clinical care or for exchanging PHI; each Practitioner remains the custodian of the Practitioner's own patient records.

10.6 PHIPA exposure and indemnity. The Host acknowledges that the Information and Privacy Commissioner of Ontario may impose administrative monetary penalties under PHIPA of up to CAD $50,000 against an individual and up to CAD $500,000 against an organization. The Host indemnifies RoomaMD and any affected Practitioner for any PHIPA penalty, finding, or claim caused by the Host's act, omission, or breach of this Section 10, subject to the defence-control provisions of Section 18.3.

Section 11. Privacy and Personal Information (PIPEDA)

11.1 Application of PIPEDA. The Host's collection, use, and disclosure of personal information about Practitioners (including contact information, professional credentials shared during a booking, and booking metadata) through the Platform is subject to the Personal Information Protection and Electronic Documents Act (SC 2000, c 5) ("PIPEDA"). The Host acknowledges that PIPEDA governs such information in Ontario in the absence of substantially similar provincial legislation applicable to the Host's commercial activity.

11.2 Permitted use only. The Host shall use Practitioner personal information solely for purposes reasonably related to the booking relationship, including coordinating Premises access, providing reception or other agreed services, sending booking-related notices, and completing required tax, accounting, and audit functions. The Host shall not:

(a) sell, rent, or trade Practitioner personal information;
(b) use Practitioner personal information for marketing or solicitation outside the booking relationship; or
(c) transfer Practitioner personal information to any third party except where required for a legitimate operational purpose (for example, the Host's accountant, insurance broker, or legal counsel) and subject to appropriate confidentiality obligations.

11.3 Safeguards. The Host shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of any Practitioner personal information the Host holds, consistent with the safeguards principle under Schedule 1 of PIPEDA.

11.4 Breach notification. In the event of a breach of security safeguards involving Practitioner personal information held by the Host, the Host shall:

(a) notify RoomaMD without delay and in any event within seventy-two (72) hours of becoming aware of the breach;
(b) cooperate with RoomaMD's investigation and remediation; and
(c) cooperate with any required notification to the Office of the Privacy Commissioner of Canada and to affected individuals under section 10.1 of PIPEDA and the Breach of Security Safeguards Regulations (SOR/2018-64), where the breach poses a real risk of significant harm to any affected individual.

11.5 Cross-border processing. The Host acknowledges that RoomaMD's service infrastructure includes processors located outside Canada, and that Practitioner data necessarily transits such processors. RoomaMD discloses these transfers in its Privacy Policy. The Platform's primary database and document storage are located in Canada.

11.6 Independent controllers. With respect to Practitioner personal information that the Host processes in the course of the booking relationship (for example, the Host's reception staff handling a Practitioner's contact information for arrival-day coordination), the Host and RoomaMD each act as independent controllers within the meaning of PIPEDA and the Act respecting the protection of personal information in the private sector (Quebec, CQLR c P-39.1), and not as joint controllers. The Host is solely responsible for the Host's compliance with the privacy and data-protection laws applicable to the Host's processing. The Host shall not represent that RoomaMD is a joint controller of, or jointly responsible for, the Host's processing of any personal information.

Section 12. Commercial Electronic Messages (CASL)

12.1 Application of CASL. Canada's Anti-Spam Legislation (SC 2010, c 23) ("CASL") regulates the sending of commercial electronic messages ("CEMs") to electronic addresses in Canada.

12.2 No CEMs to Platform-obtained addresses without independent consent. The Host shall not use any electronic address obtained through the Platform (including a Practitioner's email, mobile number, or in-app message identifier) to send CEMs, except as expressly permitted by CASL or where the Host has obtained valid express or implied consent under CASL from the recipient through means independent of the Platform.

12.3 Transactional messages. Booking-related transactional messages (booking confirmation, modification, cancellation, payout notice) sent by RoomaMD on behalf of the Host fall within the transactional exemptions of CASL and its regulations. Such messages include sender identification and, where applicable, an unsubscribe mechanism, in accordance with CASL.

12.4 Host-sent non-transactional messages. Where the Host elects to use the Platform to send any non-transactional CEM (for example, an announcement of new availability), the Host warrants its compliance with CASL in respect of that message and indemnifies RoomaMD and any affected Practitioner for any CASL-related claim, penalty, or proceeding caused by the Host's CEM activity, subject to the defence-control provisions of Section 18.3.

12.5 Anti-remarketing covenant. The Host shall not, directly or indirectly, engage in any marketing, promotional, or similar communication with any Practitioner who has booked through the Platform (including the Host's clinic newsletter, referral program, or events announcements) unless the Practitioner has provided express written consent through a channel independent of the Platform's messaging, booking, or credential-viewer surfaces. Consent obtained through any RoomaMD-provided surface is treated, for the purposes of this Section, as not having been obtained for the Host's marketing use.

Section 13. Non-Discrimination (Ontario Human Rights Code)

13.1 Prohibited grounds. The Host shall not refuse to enter into a Booking, terminate a Booking, or alter the terms of a Booking on any ground prohibited by section 1 of the Ontario Human Rights Code (RSO 1990, c H.19), including race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, gender identity, gender expression, age, marital status, family status, or disability.

13.2 Legitimate operational grounds. The Host may decline a Booking or terminate a relationship with a Practitioner where the decision is based on legitimate, documented, and non-pretextual operational criteria, including:

(a) a scope-of-practice mismatch with the Premises (for example, procedures requiring sterilization equipment the Premises does not provide);
(b) a scheduling conflict;
(c) lapse, suspension, or revocation of the Practitioner's professional licence or insurance;
(d) a prior breach by the Practitioner of the Master Practitioner Agreement, a Click-Through Booking Agreement, or any Platform policy; or
(e) any other ground that is not, in substance, a refusal on a Code-protected ground.

Section 14. Tax Obligations and HST Collection

14.1 Income tax. The Host is solely responsible for income tax reporting in respect of amounts received through the Platform. RoomaMD does not withhold income tax. RoomaMD may issue tax-information statements to the Host and to the Canada Revenue Agency where required by applicable reporting rules.

14.2 No tax advice. RoomaMD does not provide tax, accounting, or financial advice. The Host should consult its own qualified Canadian advisor for advice specific to its circumstances.

14.3 HST collected at point of sale: deemed supplier, pass-through collection.

(a) Statutory basis. RoomaMD Inc. acts as a distribution platform operator and deemed supplier under the marketplace-facilitator provisions of the Excise Tax Act (RSC 1985, c E-15) for the limited purpose of collecting HST on the Host's supply. By listing the Premises on the Platform, the Host's supplies are made through RoomaMD's marketplace, and RoomaMD collects HST on each Confirmed Booking, regardless of whether the Host is itself a registrant under that Act. The Host consents to RoomaMD discharging this collection function in the manner set out in this Section.
(b) Mechanics. RoomaMD shall (i) compute the HST applicable to each Confirmed Booking using the rate published from time to time by the Canada Revenue Agency for the applicable province (currently 13% in Ontario), applied to the Booking subtotal (the sum of the Space Rate, any Cleaning Fee, and any Add-on Fees); (ii) cause Stripe to capture the gross amount (including HST) from the Practitioner; (iii) itemize the HST line on the Practitioner-facing receipt and, where the Host has provided a valid HST registration number, display that number on the receipt; and (iv) include the HST collected in the Host's Payout, less the Platform Fee and the HST on the Platform Fee under Section 8.5.
(c) HST is always charged. HST is charged on every Booking, regardless of the Host's own HST-registration status. The Host's registration status determines who remits the HST to the Canada Revenue Agency; it does not determine whether HST appears on the Practitioner's bill.
(d) Pass-through to the Host; the Host files and remits. The HST collected from Practitioners flows to the Host in the Host's Payout (pass-through collection). The Host remains solely responsible for (i) filing its own HST returns under section 238 of the Excise Tax Act; (ii) remitting to the Receiver General the HST received through the Platform, at the Host's normal filing cadence; (iii) maintaining records under section 286 of that Act; and (iv) the accuracy of any HST registration number provided to RoomaMD. RoomaMD does not file returns, does not hold HST in trust, and does not remit HST to the Canada Revenue Agency on the Host's behalf, and the Host shall not represent otherwise to any third party. Pass-through collection is the only HST-collection mode RoomaMD operates; no alternative remit-on-behalf arrangement is offered or reserved.
(e) Hosts not yet HST-registered. Where the Host is not yet registered for HST, RoomaMD nevertheless collects HST from Practitioners on every Confirmed Booking under paragraph (b) and remits that HST to the Host in the Host's Payout. The Host acknowledges that (i) the Host is in receipt of HST and is required to file and remit it to the Canada Revenue Agency on the Host's own account; (ii) once the Host crosses the small-supplier threshold under section 148 of the Excise Tax Act (CAD $30,000 in taxable revenue over four consecutive calendar quarters), the Host shall promptly register with the Canada Revenue Agency and update the Host's registration status in the Host's RoomaMD account; and (iii) the Host is encouraged to register without waiting for that threshold, given that the Host is already receiving HST through the Platform. Failure to register, file, or remit is the Host's responsibility under this Section, is not a breach or default by RoomaMD, and is neither an act nor an omission of RoomaMD for the purposes of Sections 18 and 19.
(f) Verification of registration numbers. RoomaMD validates only the textual format of any HST registration number the Host provides (a nine-digit business number followed by "RT" and a four-digit account suffix) and does not independently verify the Host's registration with the Canada Revenue Agency. The Host warrants that any HST registration number it provides is valid, active, and registered to the Host, and shall indemnify RoomaMD against any loss arising from a false or stale registration number, subject to the defence-control provisions of Section 18.3.
(g) Updating registration status. The Host may update or remove its HST registration status at any time in the Host's RoomaMD account. A change takes effect on the next Confirmed Booking made after the change is processed and does not affect Bookings already confirmed. HST collection on each Booking continues regardless of registration status; only the attribution shown on the Practitioner's receipt changes.

Section 15. Host Cooperation and Host-Driven Credential Review

15.1 Onboarding cooperation. The Host shall provide, and keep current, the information the Platform's onboarding flow requests, which may include the Host's business or sole-proprietor details, a means of establishing the Host's lawful right to license the Premises, the Host's insurance attestation under Section 6, the Host's HST registration status under Section 14, and completion of Stripe's verification under Section 7.5. Onboarding does not include any RoomaMD pre-approval, pre-screening, or pre-verification of the Premises, the Host's insurance, or any Listing.

15.2 Documents on reasonable cause. RoomaMD may, on reasonable cause and on reasonable advance notice, request from the Host a current Certificate of Insurance, property-control documentation, municipal or zoning documentation, or healthcare-premises inspection records relevant to the Premises. The Host's unreasonable failure to cooperate with such a request may result in suspension under Section 16.

15.3 Practitioner credential review is the Host's responsibility. RoomaMD does not perform primary source verification of any Practitioner's licence, registration, or other credential, and makes no representation that any Practitioner is licensed, in good standing, or insured. The Host shall:

(a) configure, per Listing, the credentials the Host requires from Practitioners (which may include a current certificate of registration, a current professional liability insurance certificate, specialty-specific certifications, and free-text "other" requirements the Host considers material to the safe use of the Premises);
(b) review, through the Platform's watermarked, audit-logged credential viewer, the documents a Practitioner shares in connection with a Booking Request, before accepting or declining the request;
(c) where the Host considers it necessary, confirm the Practitioner's self-attested College and registration number against the College's free Public Register, accessible through the one-click link the Platform displays on the Practitioner's profile; and
(d) decide, in the Host's sole discretion, whether the Practitioner's credentials are sufficient for the Listing.

The Host shall not rely on the Platform's display of a Practitioner's profile or credentials as a warranty by RoomaMD that those credentials have been independently verified.

15.4 Confidentiality of credentials. Practitioner credential documents made available to the Host through the credential viewer are confidential and shall be used by the Host only to evaluate the Practitioner's suitability for the Host's Listing. The Host shall not download, screenshot, retransmit, or republish those documents outside the Platform's viewer, except as the Terms of Service expressly permit, and shall not use any information disclosed in a Practitioner's credentials for any purpose other than booking evaluation, including to solicit the Practitioner off-Platform contrary to Section 17.

15.5 Optional review activities; no certification. Any walkthrough-video review, health-and-safety questionnaire, or other quality-control activity that RoomaMD performs is a limited, optional marketplace quality-control review only. It is not a building-code inspection, fire-code inspection, infection-prevention-and-control audit, zoning opinion, healthcare-premises approval, clinical-suitability certification, insurance assessment, or legal approval of the Premises. The Host remains solely responsible for legal, regulatory, insurance, zoning, building, fire, accessibility, and clinical-premises compliance, and shall not represent to any third party that the Premises has been inspected, certified, or approved by RoomaMD for any of those purposes. The optional "RoomaMD Verified" badge in Section 5.6 is the only review outcome RoomaMD grants, and it carries only the limited meaning stated there.

15.6 Gated uses and non-regulated practitioners. Where the Host's Listing supports a document-gated use under Section 4.9, the Host shall, before accepting a Booking, confirm through the credential review in Section 15.3 that the Practitioner is eligible and authorized to perform that use. The Host acknowledges that some Practitioners on the Platform are not regulated by a College (for example, medical aestheticians, estheticians, and lash or laser technicians) and so do not appear on any College Public Register; for such Practitioners the Host's confirmation of eligibility rests on the documents the Host requires (for example, training certificates, device authorizations, or municipal personal-services-setting or body-treatment licences) and the Host's own judgement. RoomaMD does not assess, confirm, or guarantee any Practitioner's eligibility or authorization, whether regulated or non-regulated. The decision to accept any Booking, and responsibility for confirming eligibility for the booked use, rests solely with the Host.

Section 16. Suspension and Termination

16.1 Grounds for suspension or termination. RoomaMD may, on written notice (which may be by email to the address on file), suspend or terminate the Host's account and any active Listings on the occurrence of any of the following:

(a) the Host's Listing infringes the Acceptable Use Policy or any other Platform policy in force, or violates applicable law or third-party rights;
(b) any government authority, court, or regulatory College has identified the Host or the Premises for removal, restriction, or investigation;
(c) the Host is not legally permitted to list or accept Bookings at the Premises under applicable law;
(d) the Host's account or Listing is missing a registration, licence, permit, certificate, business-authorization document, insurance attestation, or other identification required by RoomaMD or by applicable law, including the CGL coverage attested under Section 6 and the Stripe verification under Section 7.5;
(e) the Host has failed to comply with a reasonable written direction from RoomaMD (including a request to provide a document, correct an inaccurate Listing, or remediate a safety finding);
(f) the Host fails to honour a material number of Confirmed Bookings, or accepts more Bookings than the Premises can lawfully or safely accommodate;
(g) the Host has engaged in unacceptable rental practices, including double-booking the same Premises, materially misrepresenting the Premises, or repeatedly cancelling Confirmed Bookings without valid grounds;
(h) three (3) or more substantiated quality complaints in any rolling six-month period;
(i) lapse, cancellation, or material reduction of the insurance required by Section 6 below the limits specified;
(j) regulatory or disciplinary action by a College or government agency against an associated Practitioner that, in RoomaMD's reasonable judgement, materially impairs the integrity of the Host's Listings or exposes other Users to risk;
(k) fraud, misrepresentation, identity falsification, or impersonation;
(l) abusive, threatening, or offensive behaviour toward a Practitioner, a patient, or RoomaMD personnel; or
(m) any other circumstance in which the Host's continued participation would, in RoomaMD's reasonable judgement, expose Practitioners, patients, RoomaMD, or other Hosts to material risk.

16.2 Notice and opportunity to cure. Before exercising its right to suspend or terminate under Section 16.1, RoomaMD will provide the Host with written notice identifying the ground and an opportunity to cure within fifteen (15) days (or such longer period as RoomaMD may, in its reasonable discretion, allow), except as set out in Section 16.3.

16.3 Immediate suspension for cause. Notwithstanding Section 16.2, RoomaMD may suspend any Listing (or all of the Host's Listings) immediately and without prior notice where the ground constitutes (i) fraudulent or illegal activity, (ii) any breach of Section 10 (patient information), (iii) any insurance breach under Section 6 sufficient to leave the Premises uninsured during an active Booking, (iv) any incident exposing RoomaMD or other Users to potential third-party liability, or (v) any incident that may cause harm to other Users.

16.4 Convenience termination by RoomaMD. RoomaMD may terminate this Agreement for any reason on thirty (30) days' written notice. During the notice period, Confirmed Bookings shall be honoured or refunded in accordance with Section 9 and the Cancellation Policy.

16.5 Termination by the Host. The Host may terminate this Agreement at any time on thirty (30) days' written notice to RoomaMD. Confirmed Bookings outstanding at the date of termination shall be honoured by the Host or refunded in full to the affected Practitioners in accordance with the Cancellation Policy.

16.6 Effect of termination. On termination by either party:

(a) the Host's Listings shall be deactivated and removed from search results;
(b) pending Payouts in respect of completed Bookings shall be processed in the normal course, subject to Sections 7.9 and 7.10;
(c) the Host's records on the Platform shall be retained as required by law and as required to defend any potential claim during the limitation periods under the Limitations Act, 2002 (SO 2002, c 24, Sched B);
(d) audit-log entries pertaining to the Host shall be preserved, severed, anonymized, or deleted in accordance with the Privacy Policy and applicable law; and
(e) the provisions identified in Section 23.7 shall survive termination.

Section 17. Anti-Circumvention (Host)

17.1 Restraint. The Host shall not, for a period of twelve (12) months following any Booking or first introduction to a Practitioner through the Platform, directly or indirectly solicit, encourage, accept, or facilitate an off-Platform rental, licence, sublease, room-use, or substantially similar arrangement with that Practitioner for the same or substantially similar Premises, with the intent or effect of avoiding the Platform Fee, except (a) through the Platform, (b) with RoomaMD's prior written consent, or (c) where the Host and the Practitioner had a pre-existing direct relationship that is independently documented and predates the first Platform introduction.

17.2 Carve-outs. The restraint in Section 17.1 does not apply to: (i) an emergency or one-off arrangement where the Platform is unavailable and a clinical commitment to a patient requires immediate accommodation, provided the Host reports the arrangement to RoomaMD within seven (7) days; (ii) an arrangement expressly approved in writing by RoomaMD; or (iii) the Host's own continued occupation of the Host's own Premises for any non-RoomaMD purpose.

17.3 Recovery. If the Host breaches this Section 17, RoomaMD may recover from the Host the Platform Fees that would have been earned on the diverted off-Platform arrangement had it been processed through the Platform, together with RoomaMD's reasonable costs of detecting, investigating, and enforcing the breach. The recoverable amount is a genuine pre-estimate of RoomaMD's loss and not a penalty, as further acknowledged in Section 17.5. This recovery is in addition to RoomaMD's other rights and remedies under this Agreement, including suspension and termination under Section 16.

17.4 Severability of the restraint. If a discrete word, phrase, sentence, or sub-clause in this Section 17 can be removed without adding to, rewriting, or materially changing the restraint, that discrete portion is severed and the remainder of this Section continues in force. The parties do not intend this Section to authorize notional severance, judicial rewriting, or any expansion of the restraint beyond the words actually agreed.

17.5 Acknowledgement. The Host acknowledges that the restraint in this Section 17, as narrowed by the carve-outs in Section 17.2, is necessary to protect RoomaMD's legitimate commercial interest in the integrity of its marketplace; is reasonable in temporal scope (twelve months), in subject-matter scope (off-platform arrangements with the same Practitioner for the same or substantially similar Premises), and in remedy (recovery of the lost Platform Fees plus RoomaMD's reasonable enforcement costs as described in Section 17.3); is a genuine pre-estimate of loss agreed at the time of contracting and not a punitive or extravagant sum disproportionate to RoomaMD's legitimate interest; and is not a non-compete in restraint of trade.

Section 18. Indemnification

18.1 Host indemnity. The Host shall indemnify, defend, and hold harmless RoomaMD, its officers, directors, employees, and agents, and (where applicable) any Practitioner who has used the Premises, from and against any and all claims, demands, actions, proceedings, losses, damages, costs (including reasonable legal fees on a full-indemnity basis), and expenses arising out of or in connection with any of the following, except to the extent the claim is directly caused by RoomaMD's fraud, wilful misconduct, or breach of this Agreement, or by the indemnified Practitioner's negligence or breach of the Master Practitioner Agreement:

(a) any breach of PHIPA caused by the Host's act or omission, including a breach by any third party for whom the Host is responsible under Section 10.3;
(b) any defect in the Premises causing personal injury, property damage, or contamination;
(c) any misrepresentation by the Host as to the suitability, condition, accessibility, lawful-use authority, or insurance status of the Premises;
(d) any tax claim or assessment arising from the Host's failure to comply with Section 14;
(e) any misuse by the Host of Practitioner personal information in breach of Section 11;
(f) any CASL claim arising from the Host's CEM activity in breach of Section 12;
(g) any claim that the Listing Content infringes, misappropriates, or violates a third party's rights, or breaches Section 5.4 or 5.5; and
(h) any other breach of this Agreement by the Host.

18.2 RoomaMD indemnity. RoomaMD's indemnity obligations to the Host, if any, are limited to direct damages arising from RoomaMD's gross negligence or wilful misconduct, and are subject to the limitation of liability in Section 19.

18.3 Defence control. RoomaMD may, in its sole discretion, control the defence of any claim for which it is entitled to indemnification under Section 18.1, including the selection of counsel and the conduct and settlement of the matter. The Host shall not settle any indemnified claim in a manner that admits fault by RoomaMD, imposes any obligation on RoomaMD, or affects RoomaMD's rights, without RoomaMD's prior written consent. The Host shall provide reasonable cooperation in the defence and shall make available, at the Host's expense, the Host's personnel and documents reasonably necessary for that defence. The indemnities given by the Host in Sections 5.5, 10.6, 12.4, and 14.3(f), and elsewhere in this Agreement, are subject to this Section 18.3, and the limitation of liability in Section 19 does not apply to those indemnities, as provided in Section 19.4(f).

18.4 User-to-user release. To the maximum extent permitted by law, the Host releases and forever discharges RoomaMD, its officers, directors, employees, and agents from any claim, demand, liability, or damages, of every kind and nature, known or unknown, arising out of or connected with any dispute, transaction, or interaction between the Host and any Practitioner, patient, or other third party, including any claim relating to the condition of the Premises, the conduct of a Practitioner, any patient, or any other User, the delivery of (or failure to deliver) clinical care at the Premises, or any off-Platform dealing between them. The Host shall bring any such claim against the relevant counterparty and not against RoomaMD. This release does not apply to a claim arising directly from RoomaMD's own fraud, wilful misconduct, or gross negligence, to death or personal injury caused by RoomaMD's negligence, or to any right that cannot lawfully be released, including under the Consumer Protection Act, 2002, to the extent it applies.

18.5 Third-party beneficiaries. Although a Practitioner is not a party to this Agreement, the indemnities, releases, and limitations in this Agreement that are expressed to run for the benefit of a Practitioner (including the indemnity in Section 18.1) are intended to benefit, and may be enforced by, the relevant Practitioner as an intended third-party beneficiary. RoomaMD's affiliates and their respective officers, directors, employees, and agents are likewise intended beneficiaries of the indemnity, release, and limitation provisions expressed to run for RoomaMD's benefit. No other person is an intended beneficiary of this Agreement. RoomaMD may enforce, waive, or settle any such provision on behalf of an intended beneficiary without that beneficiary's consent.

Section 19. Limitation of Liability and Disclaimer of Warranties

19.1 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES, CONTENT, AND MATERIALS PROVIDED BY ROOMAMD ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ROOMAMD DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, ROOMAMD DOES NOT WARRANT THAT ANY PRACTITIONER IS LICENSED, REGISTERED, IN GOOD STANDING, OR INSURED, OR THAT ANY PREMISES IS SAFE, COMPLIANT, INSURED, OR FIT FOR ANY CLINICAL USE; THE COLLEGE'S PUBLIC REGISTER IS THE CANONICAL TRUST SIGNAL FOR LICENSURE, AND EACH USER IS RESPONSIBLE FOR ITS OWN REVIEW. NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY WARRANTY, CONDITION, OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING UNDER THE CONSUMER PROTECTION ACT, 2002, TO THE EXTENT IT APPLIES.

19.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOMAMD'S AGGREGATE LIABILITY TO THE HOST ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES ACTUALLY RECEIVED BY ROOMAMD FROM THE HOST IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) CAD $5,000.

19.3 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.4 Carve-outs from the limitation. The limitations in Sections 19.2 and 19.3 do not apply to (a) liability for fraud or fraudulent misrepresentation; (b) liability for wilful misconduct; (c) liability for gross negligence; (d) death or personal injury caused by RoomaMD's negligence; (e) liability for breach of the confidentiality obligations in Sections 10, 11, and 12; (f) the indemnification obligations of the Host in Section 18; or (g) any liability that cannot be limited or excluded under applicable law, including the Consumer Protection Act, 2002, to the extent it applies.

Section 20. Dispute Resolution

20.1 Notice of Dispute and good-faith negotiation. The parties shall use commercially reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation. Either party may initiate resolution by serving a written Notice of Dispute on the other. The Notice shall contain: (i) the sending party's name and address (or registered office); (ii) the email address associated with the sending party's RoomaMD account; (iii) the booking reference number(s) to which the dispute relates, if any; (iv) a description of the complaint sufficient to permit investigation; (v) the resolution the sending party seeks; and (vi) the sending party's signature or, where sent electronically, the typed legal name of the sender. The Notice shall be sent by email to legal@roomamd.com (for notices to RoomaMD) or to the email on file (for notices to the Host), with delivery confirmation requested. The parties shall negotiate in good faith for at least thirty (30) days from receipt before proceeding under Section 20.2, and shall use commercially reasonable efforts to resolve the dispute within sixty (60) days of receipt of the Notice. Limitation periods otherwise applicable under the Limitations Act, 2002 (SO 2002, c 24, Sched B) are tolled during the sixty-day resolution window.

20.2 Non-binding mediation. If negotiation under Section 20.1 does not resolve the dispute, the parties shall submit it to non-binding mediation administered by a mediator drawn from the Ontario Bar Association ADR Section roster, held in Toronto, Ontario, or by videoconference at the parties' mutual election. Each party shall bear its own costs in the mediation, and the mediator's fee shall be shared equally.

20.3 Courts. If mediation under Section 20.2 does not resolve the dispute within sixty (60) days of submission, either party may commence proceedings in the Ontario Superior Court of Justice, sitting in Toronto, which shall have exclusive jurisdiction over the dispute, subject only to such appellate jurisdiction as is available under Ontario law. Nothing in this Agreement requires either party to submit any dispute to binding arbitration.

20.4 Interim relief. Notwithstanding the foregoing, either party may at any time apply to a court of competent jurisdiction for interim or interlocutory injunctive relief, without first satisfying Sections 20.1 and 20.2, where necessary to preserve the status quo or to prevent irreparable harm.

20.5 No mandatory arbitration; no class-action waiver. This Agreement does not require either party to submit any dispute to binding arbitration, and does not waive any right to participate as a representative or member of a class action, consolidated proceeding, or representative proceeding. Disputes remain subject to the Notice of Dispute, good-faith negotiation, non-binding mediation, and court process set out in this Section 20, except that either party may seek urgent interim relief under Section 20.4. Nothing in this Section prevents either party from bringing an individual claim in the Ontario Small Claims Court within that court's monetary jurisdiction.

Section 21. Governing Law and Jurisdiction

21.1 Governing law. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles.

21.2 Forum. Subject to Section 20, the parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto in respect of any dispute arising out of or in connection with this Agreement.

21.3 CISG. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Section 22. Force Majeure

22.1 Excused performance. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations not affected by the event) where the failure or delay is caused by an event beyond the party's reasonable control, including acts of God; epidemic or pandemic; war, terrorism, or civil unrest; fire, flood, earthquake, or other natural disaster; utility failure or telecommunications outage; and any binding act, order, or restriction of a government authority.

22.2 Mitigation and notice. The affected party shall give prompt written notice to the other, take all reasonable steps to mitigate the effects of the event, and resume performance as soon as reasonably practicable after the event abates.

22.3 Prolonged events. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement on written notice without further liability, except for obligations that accrued before the event.

22.4 Scope. This Section governs the obligations between the Host and RoomaMD only. It does not excuse, suspend, or modify any obligation under any Click-Through Booking Agreement between the Host and a Practitioner; that agreement contains its own force-majeure provision, which the Host and the Practitioner apply between themselves. For the avoidance of doubt, "force majeure" for the purposes of this Agreement does not include economic hardship, changes in market conditions, insufficiency of funds, or the Host's or Practitioner's loss of a Stripe connected account.

Section 23. General Provisions

23.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

23.2 No waiver. No failure or delay by a party in exercising any right under this Agreement is a waiver of that right. No waiver of any provision is effective unless in writing and made by the waiving party.

23.3 Entire agreement; order of precedence. This Agreement, together with the Terms of Service, the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, the Cancellation Policy, and the per-booking terms applicable to a specific Booking, constitutes the entire agreement between the Host and RoomaMD in respect of the Host's participation in the Platform, and supersedes any prior representation, agreement, or understanding (written or oral) on that subject matter. In the event of a conflict, the Terms of Service control on matters of general application; this Agreement controls on matters specific to the Host's participation; and the Click-Through Booking Agreement controls on matters specific to an individual Booking.

23.4 Amendment. RoomaMD may amend this Agreement on thirty (30) days' written notice to the Host (which may be delivered by email to the address on file or by in-Platform notification), except that a change to the Platform Fee requires the sixty (60) days' notice specified in Section 8.1. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Agreement. The Host may terminate under Section 16.5 if it does not accept an amendment.

23.5 Assignment. The Host shall not assign or transfer this Agreement, or any right or obligation under it, without RoomaMD's prior written consent, which shall not be unreasonably withheld in the case of a bona fide change-of-control transaction. RoomaMD may assign this Agreement to any affiliate or successor in connection with a corporate reorganization, sale of substantially all assets, or change of control, on written notice to the Host.

23.6 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email to the address on the recipient's account profile. Notice is deemed received on the business day following transmission, in the absence of a non-delivery report.

23.7 Survival. Sections 5.4, 5.5, 6 (to the extent of the post-termination insurance tail in Section 6.1), 7.9, 7.10, 8.5, 10, 11, 12, 14, 15.4, 16.6, 17, 18, 19, 20, 21, 22, and 23 (and any other provision that by its nature is intended to survive) survive termination of this Agreement.

23.8 Independent contractors. Each of the Host and RoomaMD is an independent contractor. Neither party is the employee, agent, partner, or joint venturer of the other, except for the limited payment collection agency in Section 7.

23.9 Electronic acceptance. The Host accepts this Agreement by click-to-acknowledge through the Platform's onboarding flow. Each timestamped acceptance record captured under Section 1.1 is deemed an original. The parties agree that a timestamped click-to-acknowledge acceptance, with the audit-trail particulars described in Section 1.1, constitutes a valid expression of assent to this Agreement under applicable Ontario contract law and the Electronic Commerce Act, 2000 (SO 2000, c 17).

23.10 Language. The English version of this Agreement is the authoritative version. A French translation may be made available for reference; in the event of any conflict, the English version prevails. The French translation will be prepared with the assistance of a French legal professional before public launch.

23.11 Continuous sanctions representation. The Host represents and warrants on a continuing basis that the Host is not (i) the direct or indirect subject of, (ii) owned or controlled by any person who is the subject of, or (iii) acting in violation of, any economic sanctions or trade restrictions imposed by the Government of Canada (including under the Special Economic Measures Act, the United Nations Act, or the Justice for Victims of Corrupt Foreign Officials Act), the United Nations Security Council, or the Office of Foreign Assets Control of the United States Department of the Treasury. Any breach of this Section is a material breach and may be treated by RoomaMD, in its reasonable discretion, as not capable of remedy where continued participation would create sanctions, regulatory, payment-processing, or reputational risk, in which case RoomaMD may terminate this Agreement immediately under Section 16.3.

Acceptance

By clicking "I Agree" through the Platform's onboarding flow, the Host represents and warrants that it has read, understood, and agrees to be bound by this Master Host Agreement; that the individual accepting has authority to bind the Host entity (where applicable); and that it has had the opportunity to seek independent legal advice before accepting. RoomaMD records this acceptance electronically, capturing the accepting party's name, the date and time of acceptance, the IP address and user-agent, the agreement version, and a SHA-256 hash of the agreement as accepted. That record is the authoritative evidence of the Host's assent, and no handwritten signature is required.