MFI User Agreement

Effective Date: December 9th 2025

This User Agreement (the "Agreement”) is a legally binding contract between you ("you” or "User”) and MFI Group ("MFI,” "we,” "us,” or "our”).

This Agreement governs your use of:

  • The MFI website and any related mobile or web applications (collectively, the "Platform”), and
  • All services, tools, and features made available on or through the Platform (collectively, the "Services”).

By accessing or using the Platform, registering an Account, or clicking "I agree”, "Sign up”, "Create Account”, or similar, you:

  1. Acknowledge that you have read, understood, and agree to be bound by this Agreement and all other documents incorporated by reference (collectively, the "Terms of Service”);
  2. Represent that you have the authority to enter into this Agreement personally or on behalf of the business you represent; and
  3. Agree to use the Platform only for lawful business purposes, not for personal or consumer use.

If you do not agree to this Agreement or do not understand it, you must not use the Platform or Services.

Certain capitalized terms have special meanings and are defined in Section 16 (Definitions) and throughout this Agreement.

1. Accounts

1.1 Registration

You must register for an account ("Account”) to access most features of the Platform.

  • Registered users are "Users”; unregistered visitors are "Site Visitors”.
  • Your registration is subject to MFI’s approval.
  • MFI may decline or close an Account at its discretion, where lawful, including for risk, compliance, or business reasons.

1.2 Account Eligibility

By registering for an Account or using the Services, you represent and warrant that:

  1. You are operating a business or acting on behalf of a business (for example, a company, partnership, or sole proprietorship), and will use the Platform only for business purposes;
  2. You are at least 18 years old or the age of majority in your jurisdiction (whichever is higher), and are legally able to enter into binding contracts;
  3. You will comply with all laws and regulations that apply to your business, your use of the Platform, and any services you provide or receive (including installation and onsite work); and
  4. If you act on behalf of a business, you have authority to bind that business to this Agreement.

1.3 Account Profile

To create an Account, you must complete a user profile ("Profile”).

You agree to:

  • Provide accurate, complete, and truthful information (including your name, business name, location, skills, and services offered);
  • Update your Profile and Account details promptly if they change;
  • Not misrepresent your identity, qualifications, location, or business; and
  • Not create a fake or misleading identity or profile.

MFI may suspend or terminate any Account that contains false, incomplete, or misleading information.

Unless you adjust privacy settings (where offered), certain Profile information may be visible to other Users and, in some cases, to the public.

1.4 Account Types

MFI may offer different types of Account roles (collectively, "Account Types”), including:

  • Client Accounts – for Users posting jobs and engaging Installers;
  • Installer Accounts – for Users offering installation or related services;
  • Agency Accounts – for businesses representing multiple Installers.

You agree:

  • To maintain only one master Account per individual or business, under a single unique login, unless MFI explicitly authorizes otherwise;
  • That additional Account Types (Client, Installer, Agency) may be added under the same master Account; and
  • Not to share your login credentials with others (see 1.7).

1.4.1 Client Account

A Client Account is used to:

  • Post jobs or projects;
  • Invite or hire Installers;
  • Manage payments and projects.

Client Account owners may designate other Users as authorized team members under their business, but each team member must maintain their own individual Account.

1.4.2 Installer and Agency Accounts

An Installer Account is used by:

  • Independent installers, subcontractors, or installation businesses that provide services such as wraps, tint, PPF, signage installations, wall graphics, murals, and related services.

An Agency Account is a special Installer Account type that allows a business to:

  • Add multiple Installer Members;
  • Manage proposals, jobs, and payments on behalf of the team.

The Agency owner is solely responsible for:

  • Classifying its Installer Members (employee vs contractor); and
  • Paying Installer Members in compliance with applicable law.

1.5 Account Permissions

You are responsible for all activity that occurs under your Account.

You may grant other Users permission to act on behalf of your business (for example, team members) only as allowed by the Platform’s features. If you do:

  • You represent and warrant that such persons are authorized to act for you; and
  • You accept full responsibility for their actions and omissions, including:
    • Entering into Service Contracts,
    • Making payments,
    • Communicating with other Users, and
    • Any breaches of this Agreement.

If your Account is closed, MFI may also close any related Accounts under your control or associated with your business.

1.6 Identity and Location Verification

MFI may, at registration and from time to time afterward, verify your identity, location, and business details.

You authorize MFI (directly or through third parties) to:

  • Validate your information against third-party databases;
  • Request and review official identification documents (for example, government IDs, business registration, proof of address);
  • Request additional documentation as needed to meet compliance or risk obligations.

You agree to:

  • Provide accurate, complete, and timely information and documents; and
  • Acknowledge that certain features may be restricted until verification is complete.

1.7 Usernames and Passwords

You are responsible for safeguarding your login credentials.

You agree to:

  • Keep your username and password confidential;
  • Not share them with any person;
  • Notify MFI promptly if you suspect unauthorized access or Account compromise; and
  • Not log into or use someone else’s Account.

2. Purpose of MFI

MFI operates a work marketplace that connects Clients and Installers in the installation and large-format graphics industry.

2.1 Relationship with MFI

MFI:

  • Provides an online Platform where Clients and Installers can:
    • Find each other,
    • Post and bid on jobs,
    • Enter into Service Contracts,
    • Use escrow-based payment tools.
  • Does not:
    • Perform installation work;
    • Employ Installers;
    • Supervise or control how Users perform services;
    • Guarantee quality, safety, or outcomes of work.

You acknowledge that:

  • MFI is not a party to any Service Contract between Users;
  • Users are solely responsible for:
    • Vetting one another,
    • Negotiating terms,
    • Managing and performing the work,
    • Resolving their disputes (subject to escrow dispute processes).

Nothing in this Agreement creates:

  • An employment relationship,
  • A partnership,
  • A joint venture, or
  • A franchise relationship

between MFI and any User.

2.2 Taxes and Benefits

Installers are independent businesses.

Each Installer is solely responsible for:

  • All taxes arising from payments received via the Platform;
  • Maintaining required insurance (for example, liability, WSIB/worker’s comp where applicable, auto, tool/equipment coverage);
  • Compliance with invoicing, reporting, and remittance obligations; and
  • Determining whether MFI or its payment providers must withhold taxes and notifying MFI accordingly (where applicable).

MFI does not:

  • Provide employee benefits to Installers; or
  • Act as an employer for tax, labor, or insurance purposes.

If MFI is audited or must verify tax status, you agree to cooperate and provide reasonable documentation.

2.3 Marketplace Feedback and User Content

Users may post and view:

  • Feedback, ratings, and reviews;
  • Work history and completion data;
  • Profile and portfolio content.

You understand and agree that:

  • Feedback and ratings are User-generated opinions, not facts or MFI endorsements;
  • MFI generally does not verify the accuracy of feedback; and
  • Providing false, misleading, or abusive feedback is a violation of this Agreement.

MFI may (but is not obligated to):

  • Remove feedback or content that violates the Terms of Service or harms the integrity of the Platform.

2.4 User Content and AI Tools

MFI may use User Content (as defined in Section 16) to improve and personalize your experience, including through AI-powered tools, consistent with the Privacy Policy.

Unless and until you opt out (if such option is provided by MFI), you:

  • Grant MFI a non-exclusive, worldwide, royalty-free license to use User Content shared on the Platform to:
    • Improve or train internal tools and models,
    • Enhance matching, recommendations, and Platform functionality.

You are responsible for ensuring you have the right to grant this license, including for any third-party materials you include in your User Content.

3. Contractual Relationship Between Client and Installer

3.1 Service Contracts

If a Client and an Installer decide to work together:

  • They form a Service Contract directly between themselves; and
  • MFI is not a party to that contract.

Clients and Installers may:

  • Agree to their own written terms (for example, scopes of work, deadlines, pricing, warranty, liability allocation), so long as those terms do not conflict with this Agreement or the Escrow Instructions.

3.2 Disputes Among Users

Disputes between Clients and Installers are primarily handled:

  • Under the relevant Escrow Instructions (if escrow is used); and/or
  • Directly between the Users.

MFI is not required to resolve disputes between Users but may:

  • Provide tools or limited dispute assistance as described in the Escrow Instructions.

3.3 Confidential Information

If Users exchange Confidential Information:

  • The receiving party agrees to use reasonable care to keep it confidential; and
  • Upon written request, the receiving party must return or delete such information, subject to legal retention obligations.

Confidentiality obligations also apply to information shared during early discussions, even if no Service Contract is ultimately formed.

4. Worker Classification and MFI’s Role

4.1 Worker Classification

Clients, not MFI, determine whether they engage Installers as:

  • Independent contractors, or
  • Employees (if applicable under local law).

Clients are solely responsible for:

  • Correct classification;
  • Compliance with employment, labor, and occupational health and safety laws; and
  • Any fines, penalties, or claims arising from misclassification.

Nothing in this Agreement creates an employment, agency, or joint venture relationship between MFI and any User.

4.2 Payroll or Employment Services

MFI does not currently act as an employer-of-record or provide payroll staffing services.

If a Client wishes to:

  • Directly employ an Installer, that is solely between the Client and Installer and must be handled outside the Platform’s independent-contractor framework.

MFI has no responsibility for:

  • Employment terms,
  • Pay rates,
  • Benefits,
  • Work schedules, or
  • Onsite conditions.

5. MFI Fees

5.1 Fees for Installers

Installers agree to pay MFI:

  • Service Fees – for use of the Platform and related services (for example, hosting, job-matching, escrow, dispute tools, payment processing);
  • Subscription or membership fees – for premium tiers, if chosen; and
  • Withdrawal/disbursement fees – depending on payment methods and currencies.

Service Fees are typically deducted from amounts disbursed to Installers via escrow.

5.2 Fees for Clients

Clients may be charged:

  • Service or transaction fees related to payments;
  • Optional subscription or business-tier fees; and
  • Payment processing or surcharge fees as disclosed on the Platform.

5.3 Taxes on Fees

MFI Fees are typically exclusive of any VAT, GST/HST, sales tax, or similar taxes.

MFI may:

  • Add applicable taxes to your charges; and
  • Collect or remit such taxes as required by law.

5.4 No Fee for Introductions

MFI does not charge for:

  • Browsing job posts or Profiles;
  • Being discovered or receiving invitations; or
  • Viewing public feedback.

Fees apply to actual use of Services (transactions, paid features, etc.), not merely making contact.

6. Payment Terms and Escrow Services

6.1 Escrow Services

MFI uses a third-party escrow provider (the "Escrow Provider”) to handle funds for Projects.

The Escrow Provider:

  • Collects payments from Clients;
  • Holds funds in Escrow Accounts;
  • Releases funds to Installers; and
  • Processes refunds as applicable.

You agree to the Escrow Instructions applicable to your contract type (fixed-price, hourly, or others), which are incorporated into this Agreement.

Escrow is for business use only, not personal or consumer transactions.

6.1.1 Escrow Instructions

Funds are used and released only in accordance with:

  • This Agreement,
  • The relevant Escrow Instructions, and
  • Applicable law.

Different Escrow Instructions may apply to:

  • Fixed-Price Contracts;
  • Hourly Contracts; and
  • Specific types of arrangements introduced by MFI in the future.

6.1.2 Escrow Accounts

The Escrow Provider may create and maintain:

  • Client Escrow Accounts – to hold funds deposited by Clients; and
  • Installer Escrow Accounts – to hold funds payable to Installers.

Users may view the status of their Escrow Accounts via the Platform.

6.1.3 Installer Appointment of Escrow Provider as Agent

By requesting payment or release of funds under a Service Contract, Installers:

  • Appoint the Escrow Provider as their agent to receive funds from Clients on their behalf; and
  • Agree that once the Escrow Provider receives funds on behalf of the Installer, the Client’s payment obligation for that amount is satisfied.

6.1.4 Title to Funds

MFI and the Escrow Provider are not banks.

Escrow funds are:

  • Held separately from MFI operational funds; and
  • Held in pooled or trust accounts at regulated financial institutions.

MFI and/or the Escrow Provider hold only legal title as custodian, not beneficial ownership of your escrowed funds.

6.1.5 No Interest

You are not entitled to interest on amounts held in escrow.

To the extent permitted by law:

  • Any interest or earnings on pooled escrow funds may be retained by MFI, the Escrow Provider, or used to offset costs and fees.

6.1.6 Escrow Agent Duties

The Escrow Provider’s duties are limited to those expressly stated in:

  • This Agreement;
  • The Escrow Instructions; and
  • Applicable law.

The Escrow Provider:

  • May rely on instructions it reasonably believes are genuine;
  • Is not required to review the underlying Service Contract or verify performance; and
  • Has no duty to solicit payments, chase approvals, or resolve factual disputes between Users.

If the Escrow Provider receives conflicting instructions or is uncertain of its obligations:

  • It may suspend action and hold funds until:
    • The Users agree in writing, or
    • A court or arbitrator issues a binding order.

6.1.7 Escrow Agent Rights

The Escrow Provider may, in its discretion:

  • Initiate or participate in legal or arbitration proceedings regarding disputed funds; and
  • Deposit disputed funds with a court of competent jurisdiction and seek discharge from further responsibility.

6.2 Client Payments on Service Contracts

Hourly Contracts

Under Hourly Contracts (if enabled):

  • Installers submit Hourly Invoices;
  • Clients review and approve or dispute within the timeframe stated in the Escrow Instructions;
  • Failure to dispute within that timeframe is deemed authorization to pay; and
  • MFI and/or the Escrow Provider are then authorized to charge the Client’s Payment Method.

Fixed-Price Contracts

Under Fixed-Price Contracts:

  • Clients fund milestones or total project fees into escrow at the time a contract or milestone is set; and
  • When a Client approves a milestone or project and authorizes payment, the Client irrevocably authorizes:
    • Charging their Payment Method; and
    • Releasing funds to the Installer, less applicable fees.

Failure to dispute or decline a release request within the applicable period may be treated as authorization to pay.

6.3 Disbursements to Installers

Installer funds become available:

  • After completion of the applicable security and dispute periods set by the Escrow Instructions.

Installers may:

  • Withdraw available funds manually; or
  • Use automatic disbursement schedules where available.

Minimum payout thresholds may apply. If the balance is below the threshold:

  • Automatic disbursement may be paused until the threshold is met or a time limit is reached.

In certain cases (for example, sanctions, restricted regions), MFI may:

  • Suspend withdrawals and hold funds until the Installer is eligible to withdraw or funds must be escheated to government authorities, in which case the Installer must seek recovery from that authority.

MFI and the Escrow Provider may delay or withhold disbursement where:

  • Additional identity, tax, or compliance information is required;
  • Fraud, chargeback, or illegal activity is suspected; or
  • There is a dispute or legal request regarding the funds.

MFI may seek reimbursement from you (Client or Installer) for:

  • Fraudulent or erroneous transactions;
  • Chargebacks or reversals; and
  • Any amounts MFI had to pay due to your actions.

You authorize MFI to recover such amounts by:

  • Debiting your Escrow Account;
  • Offsetting against future payments;
  • Charging your Payment Method; or
  • Using other lawful means.

6.4 Non-Payment or Client Default

A Client is in "default” if they fail to pay any amount when due, including if:

  • Their Payment Method fails and they do not cure within a reasonable period;
  • They have a negative or past-due balance; or
  • They initiate a chargeback for amounts already paid.

If a Client is in default, MFI may:

  • Suspend or terminate the Client’s Account;
  • Prevent new contracts;
  • Use any lawful means to collect amounts owed, including interest where permitted and collection costs; and
  • Offset amounts owed against funds held for the Client.

MFI does not guarantee that Clients:

  • Are solvent; or
  • Will pay or refrain from initiating chargebacks.

Installers may use available dispute tools or pursue legal remedies directly against Clients.

6.5 No Return of Funds and No Chargebacks

Once MFI or the Escrow Provider charges the Client’s Payment Method for valid Installer Fees:

  • Charges are generally non-refundable, except as provided in the Escrow Instructions or required by law.

To the extent permitted by law, Clients agree:

  • Not to initiate chargebacks as a way to resolve disputes covered by the Platform’s dispute processes.

Initiating a chargeback in violation of this Agreement:

  • Is a material breach; and
  • May result in Account suspension, collections, and legal action.

6.6 Payment Methods

Users must maintain at least one valid Payment Method to use certain Services.

By adding a Payment Method, you:

  • Authorize MFI and its payment partners to:
    • Verify the method (including pre-authorizations);
    • Charge it for Fees and amounts owed;
    • Store and use it consistent with our Privacy Policy; and
  • Represent that you are authorized to use that Payment Method.

If your primary Payment Method fails, you authorize MFI to charge any backup method on file.

You are responsible for ensuring:

  • Sufficient funds or credit are available; and
  • Payment information is kept accurate and up to date.

6.7 Platform Currency and Foreign Exchange

The Platform operates in a base currency (for example, CAD or USD, as indicated).

If your Payment Method is in another currency:

  • MFI or its payment partners may offer a conversion at rates displayed on the Platform;
  • Those rates may differ from bank or market rates; and
  • You accept that the displayed rate may not be the best available to you.

Alternatively, your Payment Method provider may:

  • Charge you directly in the Platform’s base currency; and
  • Apply its own rate and fees.

MFI is not responsible for:

  • Currency fluctuations; or
  • Any losses resulting from foreign exchange.

7. Non-Circumvention

7.1 Payments Through MFI

For 24 months from the time you first connect with another User via MFI (the "Non-Circumvention Period”), you agree to:

  • Use the Platform as your exclusive channel to:
    • Request and receive quotes;
    • Make and receive payments for services arising from that relationship.

You agree not to:

  • Offer, request, or accept payment outside the Platform for Projects that arise from MFI connections;
  • Under-report amounts on the Platform; or
  • Refer Users to third parties to move the relationship off MFI.

If you work on behalf of a business, this obligation applies to you and your colleagues when interacting with the same Users.

The Non-Circumvention obligation does not apply where:

  • You and the other User had a demonstrable pre-existing relationship before meeting on MFI; or
  • MFI explicitly approves an exception in writing or via a Conversion Fee (7.3).

Violations may lead to:

  • Account suspension;
  • Assessment of a Conversion Fee; and
  • Other legal remedies.

7.2 Communication Through the Platform; No Direct Contact Pre-Contract

Before entering into a Service Contract, Users agree to:

  • Communicate exclusively through MFI’s messaging tools; and
  • Not share Means of Direct Contact (phone, email, external website with contact details, social handles, etc.) in:
    • Profiles,
    • Proposals,
    • Job posts,
    • Messages, or
    • Attachments.

After a Service Contract is formed, MFI may permit the exchange of practical contact details needed to perform the job (for example, job-site address, on-site contact number), usually via Platform tools.

Sharing Means of Direct Contact prematurely is a material breach and may result in Account suspension.

7.3 Opting Out (Conversion Fee)

You may request to convert an MFI-based relationship to an off-platform business relationship before the end of the Non-Circumvention Period by:

  • Paying a Conversion Fee as set out by MFI from time to time (for example, a percentage of projected 12-month earnings, subject to a minimum).

If MFI determines you violated non-circumvention rules:

  • MFI may charge you the Conversion Fee;
  • Invoice you and pursue collection;
  • Suspend or close your Account; and
  • Seek compensation for investigation and enforcement costs.

The Conversion Fee is non-refundable.

8. Records of Compliance

You are solely responsible for:

  • Creating, storing, and backing up your own business records, including:
    • Contracts,
    • Invoices,
    • Tax documents,
    • Job photos and sign-off forms.

MFI has no obligation to:

  • Store your content indefinitely; or
  • Provide copies of your records, except where required by law.

9. Warranty Disclaimer

To the fullest extent permitted by law:

  • The Platform and Services are provided "as is” and "as available.”
  • MFI and its affiliates make no warranties, express or implied, including:
    • Merchantability,
    • Fitness for a particular purpose,
    • Non-infringement,
    • Accuracy or reliability of content or data,
    • Continuous, secure, or error-free operation.

MFI does not warrant or guarantee:

  • The quality, safety, or suitability of any Installer or Client;
  • Timely completion or success of any Project;
  • The durability or performance of installed materials; or
  • That the Platform will be free from viruses or malicious code.

Your use of the Platform and your decision to engage in Service Contracts are entirely at your own risk.

10. Limitation of Liability

To the maximum extent permitted by law, MFI and its affiliates will not be liable for:

  • Losses or damages arising from:
    • Your use or inability to use the Platform;
    • Errors, bugs, or downtime;
    • Actions or omissions of other Users;
    • Your reliance on profiles, ratings, or feedback;
    • Changes to the Platform or Terms; or
    • Your loss of business or need to change practices.

MFI, its affiliates, licensors, and service providers will not be liable for:

  • Special, incidental, consequential, punitive, or indirect damages, including:
    • Lost profits,
    • Lost opportunities,
    • Loss of data,
    • Costs of reinstallation or removal of graphics,
    • Business interruption.

In any event, to the extent liability is found:

  • The total aggregate liability of MFI, its affiliates, licensors, and service providers to you for any claim arising out of or relating to this Agreement will not exceed the lesser of:
    • CAD $2,500, or
    • The total amount of fees you paid to MFI related to Projects in which you were involved (as Client or Installer) in the six (6) months preceding the claim.

Some jurisdictions do not allow certain disclaimers or limitations. In such cases, the limitations apply only to the extent allowed by law.

11. Release

Because MFI is not a party to Service Contracts, you agree to release MFI and its related parties from:

  • Any claims or damages arising out of disputes with other Users, including:
    • Quality or performance disputes,
    • Job delays or dissatisfaction,
    • Payment disputes,
    • Refund or warranty issues.

This release does not apply to claims that MFI failed to meet its own obligations under this Agreement.

12. Indemnification

You agree to indemnify, defend, and hold harmless MFI, the Escrow Provider, affiliates, and their officers, directors, employees, and agents from and against any and all claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Platform;
  • Any User Content or Work Product you provide;
  • Any Service Contract you enter into (including classification and employment-related claims);
  • Your breach of this Agreement or applicable law;
  • Your negligence, misconduct, or fraud; and
  • Your violation of any third-party rights (IP, privacy, etc.).

13. Agreement Term and Termination

13.1 Termination

Either you or MFI may terminate this Agreement at any time, with or without cause, by giving notice.

Upon termination:

  • Your right to use the Platform ceases; and
  • Your Account may be closed or restricted.

Termination does not automatically terminate your Service Contracts with other Users. You remain responsible for:

  • Completing open obligations; and
  • Paying amounts owed.

MFI may suspend or terminate your Account at any time if:

  • You breach this Agreement;
  • You provide false or misleading information;
  • Your actions pose legal or reputational risk; or
  • MFI is required by law or order to do so.

13.2 Account Data on Closure

Upon Account closure:

  • You may lose access to your stored content;
  • MFI may delete some or all of your data; and
  • MFI may retain data as required or permitted by law (for example, compliance, audit, security).

13.3 Survival

Sections that by their nature should survive termination shall remain in effect, including:

  • Fees and payment obligations;
  • Non-circumvention;
  • Confidentiality;
  • Indemnification;
  • Limitation of liability;
  • Dispute resolution; and
  • Intellectual property and licenses.

14. Disputes Between You and MFI

14.1 Informal Resolution

If a dispute or claim arises between you and MFI ("MFI Dispute”):

  • You agree to first attempt to resolve it informally by sending written notice to MFI;
  • MFI will attempt in good faith to resolve the dispute within 60 days of receiving notice; and
  • Either party may request a phone or video call to discuss settlement.

If the MFI Dispute is not resolved within 60 days, the parties may proceed to arbitration (if applicable) or court as specified below.

14.2 Choice of Law

This Agreement and any MFI Dispute will be governed by:

  • The laws of the Province of Ontario, and
  • The federal laws of Canada applicable therein,

without regard to conflict-of-law principles, subject to any non-waivable local protections.

14.3 Arbitration & Class Waiver (Where Permitted by Law)

To the extent permitted by applicable law:

  • Unresolved MFI Disputes may be submitted to binding arbitration on an individual basis, seated in Toronto, Ontario, and administered by a recognized arbitration institution; and
  • You and MFI waive any right to bring or participate in:
    • Class actions,
    • Class arbitrations, or
    • Collective actions, relating to MFI Disputes, to the fullest extent allowed by law.

If a class waiver is found unenforceable for a particular claim and that claim cannot proceed in individual arbitration, that claim may need to be brought in court instead, and the arbitration provision may not apply to that claim.

14.4 Interpretation, Opt-Out & Enforcement

The arbitrator (or tribunal) generally has authority to determine:

  • Arbitrability; and
  • Validity and scope of the arbitration agreement,

except where a court is required by law to decide such issues.

If MFI provides an arbitration opt-out right:

  • You may opt out by sending written notice within 30 days of first accepting this Agreement, with your name and Account email, expressly stating you opt out of arbitration.

If you do not opt out, your continued use of the Platform indicates your agreement to the arbitration and dispute resolution terms, to the extent allowed by law.

If any part of this Section 14 is deemed invalid, the remaining portions continue in effect to the extent possible, consistent with law.

15. General

15.1 Entire Agreement

This Agreement, together with the other Terms of Service and documents incorporated by reference, constitutes the entire agreement between you and MFI concerning the Platform and Services.

15.2 Modifications; Waiver

MFI may update this Agreement from time to time by posting revised terms and, where required, providing notice.

Continued use of the Platform after the effective date of changes constitutes acceptance.

Failure by MFI to enforce any provision in a particular instance does not waive the right to enforce it later.

15.3 Assignability

You may not assign or transfer this Agreement or any rights or obligations without MFI’s prior written consent.

MFI may assign or transfer this Agreement (in whole or part) without your consent.

15.4 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement will remain in effect.

15.5 Force Majeure

Neither party is liable for failure to perform (except payment obligations) due to events beyond reasonable control, such as natural disasters, war, strikes, pandemics, or government actions.

15.6 Language

This Agreement is in English. If translated, the English version will control in case of conflict.

15.7 Access Outside Canada

If you access the Platform from outside Canada:

  • You are responsible for compliance with local laws and any applicable export/sanctions rules; and
  • You represent you are not subject to sanctions or barred from using services of this type.

15.8 Consent to Electronic Records

You consent to receive notices and communications from MFI electronically (for example, via email or Platform notifications) and agree that such communications satisfy any legal writing requirement.

16. Definitions

Some key defined terms:

  • Affiliate – Any entity controlling, controlled by, or under common control with MFI.
  • Client – A User who uses the Platform to find and engage Installers.
  • Installer – A User who uses the Platform to offer or perform installation-related services and receive payment.
  • Agency – An Installer business/team account with multiple Installers.
  • Service Contract – The agreement between a Client and an Installer for a specific Project, including related Escrow Instructions.
  • Project – An engagement under which an Installer provides services to a Client via the Platform.
  • Installer Services – All services provided by Installers to Clients through the Platform.
  • Fixed-Price Contract – A Service Contract where compensation is a fixed fee (possibly in milestones).
  • Hourly Contract – A Service Contract based on hourly rates and approved hours.
  • Installer Fees – Amounts payable to an Installer for services (including milestones, hourly charges, bonuses, and approved expenses).
  • Hourly Invoice – A record or invoice reflecting hours worked under an Hourly Contract.
  • Escrow Account – Client or Installer escrow accounts managed by the Escrow Provider to hold funds for Projects.
  • Escrow Instructions – Specific terms governing funding, holding, release, and dispute handling for escrowed funds.
  • Payment Method – A valid payment instrument (for example, credit card, bank account) accepted by MFI.
  • Confidential Information – Non-public information shared for evaluating or performing a Project, subject to the exceptions listed in this Agreement.
  • Intellectual Property Rights – All forms of IP rights, including patents, copyrights, trademarks, and trade secrets.
  • User Content – Any content submitted or posted by Users on or through the Platform.
  • Work Product – Any deliverables or results created by an Installer for a Client under a Service Contract.