Effective September 9, 2026 · Version 1
Effective date: September 9, 2026 · Version: 1
These Platform Terms and Conditions (the "Terms") govern access to and use of the TechRep Network marketplace and platform ("TechRep Network" or "TRN"), operated by Buzzerboy Inc. ("Buzzerboy", "we", "us" or "our").
PLEASE READ THESE TERMS CAREFULLY. They contain provisions that materially affect your rights, including Section 9 (Non-Payment, Collections and Distribution of Recoveries), under which Sales Talent is paid only out of amounts actually recovered and may receive less than the full Commission; Section 16 (Indemnification), under which you indemnify Buzzerboy; Section 18 (Limitation of Liability); and Section 20 (Dispute Resolution), which requires arbitration, waives court proceedings and waives class actions.
By creating an account, accessing the Platform, registering a role, registering a deal, or otherwise using TechRep Network, you agree to be bound by these Terms. If you are agreeing on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Platform.
1.1 In these Terms:
1.2 "Including" means "including without limitation". Headings are for convenience only. References to Sections are to Sections of these Terms.
2.1 What we do. Buzzerboy operates TechRep Network as a marketplace and software platform. We match Clients with Sales Talent, provide the system in which opportunities are registered, reviewed, attributed and tracked, and provide settlement and collections infrastructure.
2.2 What we are not. Buzzerboy is not the employer, joint employer, common employer, principal or staffing agency of Sales Talent. We are not a party to any contract between a Client and a Prospect, and we do not sell, licence, warrant or support any Client's products. We do not direct or control the manner, means, hours or location of any Sales Talent's work. We are not a bank, money transmitter, escrow agent, debt collector for hire, or fiduciary for any User, except to the limited extent of the agency expressly granted in Section 9.3.
2.3 System of record. The Platform is the sole and authoritative system of record for the registration, attribution, staging, approval, valuation and status of Registered Deals, and for the calculation of Commissions and Platform Fees. Where the Platform record conflicts with a User's own records, the Platform record prevails unless displaced by clear documentary evidence produced under Section 10.
2.4 No guarantees. We do not guarantee the volume, quality or conversion of leads, meetings or opportunities; the suitability, competence or integrity of any Sales Talent; the creditworthiness, solvency or payment behaviour of any Client; or any revenue, income or earnings whatsoever. Any figures shown on the Platform or in our marketing are illustrative only and are not a projection, promise or guarantee of earnings.
2.5 Changes to the Platform. We may modify, suspend or discontinue any part of the Platform at any time. We will use reasonable efforts to give notice of material changes that adversely affect an active Registered Deal.
3.1 You must be at least the age of majority in your jurisdiction and legally capable of entering into binding contracts. Clients must be validly constituted businesses.
3.2 You must provide accurate, current and complete information on registration and keep it up to date. Providing false, misleading or fraudulent information is a material breach of these Terms.
3.3 You are responsible for safeguarding your credentials and for all activity under your account. Enable multi-factor authentication where offered. Notify us immediately of any unauthorised access.
3.4 Accounts are personal to the User. You may not share, sell, lease or transfer an account, or permit any other person to register deals under it.
3.5 Acceptance into the network is at our sole discretion. We may decline, vet, verify, re-verify, limit or remove any User at any time.
4.1 Clients access the Platform on a subscription plan (Starter, Growth, Partner or such other plan as we offer). The plan determines the number of active roles, matching and support levels, and the applicable Platform Fee rate.
4.2 Subscription fees are billed in advance, are non-refundable except where required by law, and are separate from and additional to the Platform Fee payable on closed deals.
4.3 Plans renew automatically for successive periods unless cancelled before the start of the next period. Cancellation takes effect at the end of the then-current period.
4.4 We may change plan pricing and Platform Fee rates on thirty (30) days' notice. Changes do not apply to Registered Deals registered before the effective date of the change.
4.5 Downgrading or cancelling a plan does not extinguish any Platform Fee, Commission or other Receivable that has accrued, nor any attribution or protection period in respect of a Registered Deal.
5.1 Free to join. Participation in the network is free for Sales Talent. We charge Sales Talent no platform fee, and no Platform Fee, subscription fee or administrative charge of Buzzerboy is deducted from Commission. This Section 5.1 does not limit the deduction of Collection Costs from recoveries under Section 9.
5.2 Independent contractor. Sales Talent participates as an independent contractor and not as an employee, worker, agent or partner of Buzzerboy or of any Client. Sales Talent is solely responsible for all taxes, contributions, remittances, registrations and licences arising from Commissions received, and is not entitled to any salary, minimum wage, overtime, vacation, holiday, severance, notice, benefits, pension, insurance or workers' compensation from Buzzerboy.
5.3 Commission-only. Compensation is entirely commission-based. Sales Talent has no entitlement to any payment absent a Qualifying Event, and, where Section 9 applies, no entitlement to payment except out of Net Recoveries.
5.4 Portfolio selling. Sales Talent may represent multiple non-competing Clients concurrently, subject to any competitive restriction agreed with a Client.
5.5 No authority to bind. Sales Talent has no authority to execute contracts, accept orders, grant discounts, set prices, settle claims or otherwise bind any Client, unless expressly authorised in writing by that Client. Sales Talent must not make any representation, warranty, guarantee or commitment about a Client's products that the Client has not authorised.
5.6 Lawful outreach. Sales Talent must conduct all prospecting and outreach in compliance with applicable law, including anti-spam, telemarketing, do-not-call, electronic communications and data protection legislation (including, as applicable, CASL, the CAN-SPAM Act, the TCPA, PIPEDA and the GDPR), and must not use purchased, scraped or unlawfully obtained contact data.
6.1 Registration is the basis of attribution. A Commission arises only in respect of an opportunity registered on the Platform and approved or deemed approved. Opportunities pursued outside the Platform are not protected, except where Section 11 (Non-Circumvention) applies.
6.2 Registration details. A registration must identify the Client, the Prospect account, the estimated value, the Prospect contact, the current stage and the expected close date. The Client against which a deal is registered is fixed at registration and cannot be changed.
6.3 Good faith. Sales Talent must register only opportunities it has genuinely originated or materially advanced, must not register an opportunity already active and disclosed in the Client's pipeline, and must not register speculatively to reserve an account. Speculative or bad-faith registration is a material breach.
6.4 Client review; deemed approval. A Registered Deal enters "Pending Approval". The Client must approve or reject it within five (5) Business Days, and a rejection must state grounds and, where the ground is a pre-existing opportunity, attach contemporaneous evidence pre-dating the registration. If the Client neither approves nor validly rejects within five (5) Business Days, the Registered Deal is automatically and irrevocably deemed approved.
6.5 Stages. Sales Talent must keep each Registered Deal at its correct stage: Prospecting; Discovery Call Completed; Demo Scheduled; Proposal Sent; Verbal Commitment.
6.6 Attribution and protection. On approval, the Prospect is attributed to the Sales Talent for twelve (12) months, renewing while the deal remains active. A Qualifying Event during that period, or within twelve (12) months after a User leaves the Platform, gives rise to the full Commission and Platform Fee, whether the transaction was concluded by the Client directly, by other Sales Talent, by a reseller or by an Affiliate.
6.7 Duplicate registrations. Priority follows the earliest Platform timestamp, unless a later registrant shows the earlier registration was speculative or inactive. Attribution disputes are resolved under Section 20.4.
6.8 Notification of closing. The Client must record on the Platform, within five (5) Business Days of a Registered Deal becoming Closed Won, the fact of closing, the gross deal value, the contract term and the contracting entity. This is a fundamental obligation.
7.1 Client sets the Commission. Each Client sets and publishes the commission structure for its roles. Once an opportunity is registered, the Client may not reduce the structure in respect of that opportunity without the Sales Talent's written consent.
7.2 Client pays both. On a Qualifying Event, the Client owes (a) the Commission to the Sales Talent, and (b) the Platform Fee to Buzzerboy. The Platform Fee is additional to, and never deducted from, the Commission.
7.3 Payment terms. Unless otherwise agreed in writing, Commissions and Platform Fees are due within thirty (30) days of the Registered Deal becoming Closed Won or being deemed Closed Won, without further demand.
7.4 Taxes. Amounts are exclusive of sales, value-added, goods and services, harmonised sales and similar transaction taxes, which are added where applicable. Each User is responsible for its own income and business taxes.
7.5 Settlement. Payments are made by the method recorded on the Platform. Where Buzzerboy processes a payment, it does so as a payment facility only and not as a bank, trustee or fiduciary, and it may hold funds in a non-interest-bearing account pending distribution.
7.6 Refunds and clawback. Where a transaction is cancelled in full within ninety (90) days of closing and the Client retains no value, the Commission and Platform Fee on the cancelled portion are refundable or creditable. No clawback arises where cancellation results from the Client's own breach, insolvency, product failure or withdrawal of the product, or from a settlement under which the Client retains value. Clawback does not apply to Commission earned on booked meetings.
7.7 No set-off by Clients. Clients must pay all amounts free of set-off, counterclaim, deduction or holdback, other than a withholding required by law.
8.1 Client's obligation is absolute. A Client's obligation to pay Commission, Platform Fees, subscription fees, interest and Collection Costs when due is absolute and unconditional. It is not contingent on the Client receiving payment from any Prospect, on the Client's cash position, funding, solvency or internal approvals, on the continued participation of the Sales Talent, or on the Client's satisfaction with any outcome.
8.2 A Client is in default where it:
8.3 Interest. Receivables not paid when due bear interest at one and one-half percent (1.5%) per month (nineteen and fifty-six one-hundredths percent (19.56%) per annum, compounded monthly) from the due date until payment in full, before and after judgment or award and before and after default.
8.4 Suspension. On default we may suspend or terminate the Client's access, remove its roles and listings, decline to match further Sales Talent to it, require prepayment or security as a condition of future access, and notify affected Sales Talent of the default and its nature.
This Section is important to every User. It sets out what happens when a Client does not pay, who pursues the debt, and — critically for Sales Talent — when and how much you are paid. Read Sections 9.4, 9.5 and 9.6 carefully.
9.1 We pursue non-paying Clients. Where a Client fails to pay any Receivable in accordance with the agreed terms, Buzzerboy will take all steps available to it at law and in equity, and all commercially available collection actions, to recover that Receivable on behalf of Buzzerboy, TechRep Network and the affected Sales Talent.
9.2 Without limitation, Buzzerboy and TRN may:
9.3 Authority to act for Sales Talent. Each Sales Talent irrevocably appoints Buzzerboy as its agent and attorney, and grants Buzzerboy full authority, to demand, invoice, sue for, recover, receive, settle, compromise, discontinue and give good discharge for Commission owed to that Sales Talent by a Client, and to conduct any proceeding in respect of it in Buzzerboy's own name or in the name of the Sales Talent. Sales Talent shall, on request and at Buzzerboy's cost, execute any assignment, direction, power of attorney, affidavit, declaration or other document, and give any evidence, reasonably required to give effect to this Section 9.3 or to prosecute a claim.
9.4 Payment to Sales Talent is conditional on actual recovery. Notwithstanding any other provision of these Terms and notwithstanding that a Commission has accrued and become due from the Client:
9.5 Sales Talent may not be paid in full. Where amounts recovered are less than the amounts owed:
9.6 Distribution of recoveries. Amounts recovered in respect of a Receivable are applied in the following order (the balance remaining after paragraph (ii) being the "Net Recoveries"):
9.7 Timing and reporting. Buzzerboy shall remit a Sales Talent's share of Net Recoveries within thirty (30) days of the funds clearing, and shall provide a statement showing the amount recovered, the Collection Costs and interest applied, the rateable calculation and the amount remitted. Buzzerboy may withhold distribution of a recovery that is subject to a chargeback, reversal, clawback, preference claim or dispute until finally resolved.
9.8 Collection Costs. "Collection Costs" means all costs reasonably incurred in pursuing a Receivable, including collection agency commissions, court and tribunal fees, filing and service costs, disbursements, expert, accountant and auditor fees, enforcement costs, and legal fees on a full-indemnity (solicitor-and-own-client / substantial indemnity) basis. Collection Costs are recoverable from the defaulting Client and, to the extent not recovered from the Client, are deducted from recoveries under Section 9.6.
9.9 Conduct of the claim; no obligation to pursue. Buzzerboy has sole conduct of any collection effort and absolute discretion as to whether, when, how, in what forum and to what extent to pursue a Receivable, and whether to settle, compromise, discontinue or abandon it, including on terms that recover less than the full amount owed. Buzzerboy is under no obligation to commence or continue any collection effort, and has no liability to any Sales Talent for a decision not to pursue, for the manner in which a claim is conducted, for the time taken, for the terms of any settlement, or for the outcome.
9.10 Sales Talent forbearance. So long as Buzzerboy is pursuing a Receivable, Sales Talent shall not separately demand, sue for, settle, compromise, assign, factor or otherwise deal with the same Commission claim, and shall not take any step that would prejudice the claim. Sales Talent shall cooperate fully, including by preserving and producing records and by giving evidence. If Buzzerboy notifies the Sales Talent in writing that it has abandoned the claim, the Sales Talent may thereafter pursue the Client directly in its own name and at its own cost, and Buzzerboy shall provide reasonable assistance in transferring the file.
9.11 Deemed closure. Where a Client's default consists of or includes an Audit Failure under Section 10, each affected Registered Deal is conclusively deemed Closed Won at the Deemed Value determined under Section 10.7, the Commission and Platform Fee become immediately payable on that basis, and this Section 9 applies to their recovery.
9.12 Statutory rights preserved. Nothing in this Section 9 purports to exclude, and this Section 9 does not apply to the extent of, any right to payment of commission or wages that applicable law confers on a person and that cannot lawfully be waived, varied or made conditional. Where such a right applies, this Section 9 is read down to the minimum extent necessary and the remainder continues in full force.
9.13 Acknowledgement. Each Sales Talent acknowledges having read and understood this Section 9, that it has had the opportunity to obtain independent legal advice, that the arrangement reflects the commission-only, no-platform-fee basis on which it participates at no cost, and that it may perform work and earn a Commission and nevertheless receive reduced payment or no payment where a Client does not pay and recovery is unsuccessful.
10.1 Audit rights reserved. Buzzerboy and TechRep Network reserve, and are hereby granted, full and continuing audit rights over all matters bearing on the registration, progression, valuation, closing and settlement of Registered Deals. These rights are fundamental to the operation of the Platform.
10.2 Records. Clients must create and retain complete, accurate and contemporaneous records sufficient to verify the status and value of every Registered Deal, including CRM opportunity and stage history, quotations, order forms, contracts and amendments, invoices and receipts, bank and payment-processor records, bookings and revenue schedules, and records of any transaction with a Prospect concluded through an Affiliate or reseller. Records must be retained for three (3) years after the later of the Qualifying Event and the end of the attribution period.
10.3 Audit. We may audit these records not more than twice in any twelve (12) month period in the ordinary course, and at any time and without limit where we reasonably suspect under-reporting, non-reporting, mis-staging, undervaluation, circumvention or misattribution. We will give ten (10) Business Days' notice. An audit may be conducted by us or by an independent auditor under confidentiality obligations, and may proceed by production of documents, read-only CRM and billing access, interview, or on site.
10.4 Cooperation. The Client must produce the records requested in complete, legible, unredacted form within the period stated (not less than ten (10) Business Days), grant the access requested, procure the cooperation of its personnel and Affiliates so far as it is able, and answer reasonable follow-up questions in writing.
10.5 Sales Talent audits. Sales Talent is likewise subject to audit as to the accuracy of registrations, the originating activity claimed, outreach compliance under Section 5.6, and any allegation of circumvention.
10.6 Audit Failure. An "Audit Failure" occurs where a Client, having been served with an audit notice, fails to respond in time; fails to produce all or a material part of the records; produces records that are incomplete, illegible, materially redacted or not contemporaneous; refuses or unreasonably restricts access; produces records that are false, altered, backdated or misleading in a material respect; fails to have retained records so that a deal cannot be verified; or otherwise obstructs, delays or frustrates the audit. We will give notice and ten (10) Business Days to cure, followed by a final notice allowing a further five (5) Business Days.
10.7 Consequence — deemed closure. If an Audit Failure is not cured, each Registered Deal to which the audit relates is conclusively and irrevocably deemed Closed Won as at the date of the original audit notice, at a "Deemed Value" equal to the greatest of: (a) the estimated value recorded on registration; (b) the highest value appearing in any record or communication available to us; (c) the Client's list price for the products and quantities identified over the term identified; and (d) the median gross deal value of the Client's deals closed through the Platform in the preceding twelve (12) months. The Commission and Platform Fee become immediately payable on the Deemed Value, and Section 9 applies to their recovery. The Client waives any right to assert the contrary in any proceeding.
10.8 Genuine pre-estimate. The Users agree that, following an Audit Failure, the true status and value of a Registered Deal cannot practicably be established from the Client's own records, and that the Deemed Value mechanism is a genuine and reasonable pre-estimate of loss, proportionate to the legitimate interest in verification, and is not a penalty.
10.9 Cost of audit. We bear audit costs, except that the Client reimburses us in full where the audit discloses under-reporting of five percent (5%) or more, any unreported closed deal, any breach of Section 11, or an Audit Failure.
10.10 This Section survives termination for three (3) years.
11.1 During participation and for twenty-four (24) months afterwards, no User shall, directly or indirectly, alone or through any Affiliate, employee, contractor, agent, nominee, reseller or intermediary, take any step the purpose or effect of which is to avoid, reduce, defer or circumvent a Commission or Platform Fee otherwise payable.
11.2 Breaches include: engaging Sales Talent directly off-Platform in respect of a Prospect introduced or registered through the Platform; papering or invoicing a transaction through an Affiliate or reseller to place it outside the Platform; hiring Sales Talent to avoid the Platform Fee; deliberately deferring a closing beyond the attribution period; and soliciting another User to transact off-Platform.
11.3 On breach, the full Commission and Platform Fee that would have been payable become immediately due, calculated under Section 7 or, where value cannot be verified, Section 10.7, together with interest and Collection Costs. This remedy is cumulative with injunctive relief under Section 20.6.
12.1 You shall not:
12.2 You shall not use the Platform for any unlawful, discriminatory, harassing, defamatory or deceptive purpose, nor in breach of applicable sanctions, export control, anti-bribery or anti-money-laundering laws.
12.3 You shall not offer, promise or provide any bribe, kickback, unlawful inducement or improper payment in connection with any Registered Deal.
12.4 We may investigate suspected breaches, and may suspend access, remove content, reverse attributions, withhold distributions and report conduct to law enforcement or regulators.
13.1 Users receive non-public information through the Platform, including product roadmaps, pricing, prospect and pipeline data, commission structures and Platform data. Such information must be kept confidential, used only for the purposes of the Platform, protected with reasonable care, and disclosed only to those who need to know it and are bound by equivalent obligations.
13.2 These obligations do not apply to information that is or becomes public other than by breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction. Disclosure compelled by law is permitted with prompt notice where lawful.
13.3 Prospect contact data entered by Sales Talent is confidential as against the Client until the corresponding Registered Deal is approved or deemed approved. A Client that rejects a Registered Deal must not use that data in respect of that Prospect for twelve (12) months unless it demonstrates a pre-existing relationship.
13.4 Obligations continue for three (3) years after termination and, for trade secrets and personal information, for so long as the information retains its character.
14.1 Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.
14.2 Sales Talent warrants that all personal information entered on the Platform was collected lawfully, with any required consent, and may lawfully be disclosed to the relevant Client.
14.3 A Client acts as controller of personal information it receives about Prospects and is solely responsible for its onward use, retention and deletion and for responding to data subject requests.
14.4 Users must notify us without undue delay of any security incident affecting information obtained through the Platform.
15.1 Buzzerboy owns all right, title and interest in the Platform, TechRep Network, our trade marks, software, databases, and all aggregated and anonymised data and improvements. You receive only a limited, revocable, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms.
15.2 Clients retain ownership of their products, marks and collateral, and grant Sales Talent a limited, revocable, royalty-free licence to use them solely to market and sell those products in accordance with the Client's brand guidelines.
15.3 You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce and display content you submit, solely to operate, secure, support and improve the Platform, and to use aggregated, de-identified data for analytics and benchmarking.
15.4 You shall not register or use any domain, trade mark, handle or business name incorporating our marks without written consent.
16.1 Indemnity by all Users. Every User — whether a Client, Sales Talent, or any other person accessing the Platform — shall defend, indemnify and hold harmless Buzzerboy, TechRep Network and their respective Affiliates, directors, officers, employees, contractors, agents, successors and assigns (together, the "Buzzerboy Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, awards, fines, penalties, settlements, costs and expenses, including legal fees on a full-indemnity basis (together, "Losses"), arising out of or in connection with:
16.2 Additional indemnity by Clients. Each Client further indemnifies the Buzzerboy Indemnified Parties against Losses arising out of or in connection with: its products and services, including defects, recalls, product liability, warranty claims and infringement of third-party intellectual property; any contract or dealing with a Prospect; any failure to pay Commission, Platform Fees or other Receivables, and any collection effort arising from it, including any counterclaim, defence or proceeding brought against a Buzzerboy Indemnified Party in the course of collection; any Audit Failure; any claim by Sales Talent for unpaid Commission, misattribution or unfair dealing; any claim, assessment or proceeding by any tax, revenue, employment standards, labour, workers' compensation, social security or pension authority asserting that Sales Talent is or was an employee, dependent contractor or worker of the Client, or that any Buzzerboy Indemnified Party is liable for any related tax, contribution, premium, remittance, entitlement or penalty; and its use, retention, disclosure or loss of personal information or Prospect data.
16.3 Additional indemnity by Sales Talent. Each Sales Talent further indemnifies the Buzzerboy Indemnified Parties against Losses arising out of or in connection with: any representation, warranty, guarantee, pricing or contractual commitment made to a Prospect that the Client did not authorise; any outreach conducted in breach of anti-spam, telemarketing, do-not-call, privacy or data protection law; any claim that its participation breaches an obligation owed to a third party, including a former or concurrent employer or principal; any claim, assessment or proceeding asserting that the Sales Talent is or was an employee, dependent contractor or worker of any Buzzerboy Indemnified Party; any false, speculative or bad-faith registration; and any claim arising from a collection effort conducted under Section 9, including any claim by a Client that a proceeding brought in the Sales Talent's name was improperly brought.
16.4 Nature of the indemnities. These indemnities are given severally and independently by each User; each is a primary obligation and not one of guarantee or surety; each is enforceable without any Buzzerboy Indemnified Party first proceeding against any other person; and each applies whether or not the Loss is also covered by insurance, save that no Buzzerboy Indemnified Party shall recover twice for the same Loss.
16.5 Procedure. We will notify the indemnifying User of a claim without undue delay (failure to do so relieving the User only to the extent materially prejudiced). The User shall assume the defence with counsel reasonably acceptable to us, provided that we may participate at our own cost and may assume the defence at the User's cost where the User does not defend diligently or a conflict arises. No settlement may be made without our prior written consent where it involves an admission of liability, an injunction, or any obligation on a Buzzerboy Indemnified Party.
16.6 Survival. These indemnities survive termination without limit in time.
17.1 THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. To the fullest extent permitted by law, we disclaim all warranties, conditions and representations, express or implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, availability, uninterrupted or error-free operation, security, or non-infringement.
17.2 We do not vet, endorse, guarantee or assume responsibility for any User. Verification, vetting or matching by us is not a representation as to any User's identity, competence, integrity, solvency or performance. You are solely responsible for your own due diligence before engaging with any other User.
17.3 We do not guarantee that any role will be filled, that any Sales Talent will produce results, that any deal will close, or that any amount will be paid or recovered.
17.4 We provide no legal, tax, accounting, employment or financial advice. You are responsible for your own classification, tax and regulatory position.
18.1 To the fullest extent permitted by law, no Buzzerboy Indemnified Party shall be liable for any indirect, incidental, special, punitive, exemplary or consequential loss, or for any loss of profits, revenue, commissions, goodwill, anticipated savings, business opportunity or data, however caused and on any theory of liability.
18.2 Aggregate cap. The aggregate liability of the Buzzerboy Indemnified Parties to any User arising out of or in connection with these Terms or the Platform, whether in contract, tort (including negligence), statute, restitution or otherwise, shall not exceed the greater of (a) the total Platform Fees and subscription fees actually received by Buzzerboy from or in respect of that User in the twelve (12) months preceding the event giving rise to the liability, and (b) one hundred dollars ($100).
18.3 Sales Talent acknowledgement. For the avoidance of doubt, and without limiting Section 9, Buzzerboy has no liability to Sales Talent for any Commission that a Client fails to pay, for any shortfall between the Commission agreed and the amount distributed under Section 9.6, or for any decision as to the conduct, settlement or abandonment of a collection effort.
18.4 Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded. Where applicable law does not permit the exclusion of certain warranties or the limitation of certain liabilities, our liability is limited to the minimum extent permitted.
18.5 These limitations do not limit a User's obligation to pay Commissions, Platform Fees, subscription fees, interest or Collection Costs, or a User's indemnity obligations under Section 16.
19.1 You may stop using the Platform and close your account at any time. Clients may cancel a subscription effective at the end of the current period.
19.2 We may suspend or terminate access, immediately and without liability, where a User breaches these Terms, is in default under Section 8, commits an uncured Audit Failure, breaches Section 11 or 12, becomes insolvent, or engages in fraud or conduct materially damaging to the Platform.
19.3 Termination does not extinguish accrued rights. Commissions, Platform Fees, subscription fees, interest and Collection Costs accrued before termination remain payable; attribution and the twelve (12) month post-departure tail under Section 6.6 continue; and audit rights continue for the period in Section 10.10.
19.4 Sections 1, 2.2, 2.3, 5.2, 6.6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 18, 19.3, 19.4, 20, 21 and 22 survive termination.
20.1 Negotiate first. Before invoking Section 20.3 or 20.4, the Users in dispute shall attempt in good faith to resolve the matter by negotiation for fifteen (15) days from written notice. This does not apply where urgent relief is sought under Section 20.6.
20.2 Waiver of court proceedings. You irrevocably waive your right to commence, maintain or participate in any action, suit or proceeding in any court in respect of any dispute, controversy or claim arising out of or relating to these Terms or the Platform (a "Dispute"), and agree that every Dispute shall be resolved exclusively under Section 20.3 or 20.4. To the fullest extent permitted by law, you also waive any right to trial by jury. This Section is subject only to Section 20.6.
20.3 Disputes involving Buzzerboy or TRN. Where Buzzerboy or TRN is a party to the Dispute, or the Dispute concerns amounts payable to or claimed by Buzzerboy or TRN, the Dispute shall be referred to and finally resolved by binding arbitration administered under the Arbitration Rules of the ADR Institute of Canada, Inc. ("ADRIC"), before a single arbitrator, seated in Toronto, Ontario, Canada, conducted in English, private and confidential, with an award that is final, binding, non-appealable and enforceable as a judgment in any court of competent jurisdiction.
20.4 Disputes not involving Buzzerboy or TRN. Where a Dispute is between Users — for example between a Client and Sales Talent — and neither Buzzerboy nor TRN is a party to it:
20.5 Class action waiver. All Disputes are resolved on an individual basis. You may not bring or participate in any class, collective, consolidated, representative or private attorney general proceeding, and no arbitrator or Platform Determination may consolidate claims without the written consent of all parties including Buzzerboy. If this Section is held unenforceable as to a particular claim, that claim alone is severed and Section 20.2 does not apply to it.
20.6 Carve-outs. Notwithstanding Sections 20.2 to 20.4, any party may apply to a court of competent jurisdiction for: (a) injunctive, interlocutory or equitable relief to restrain an actual or threatened breach of Section 11 (Non-Circumvention), Section 13 (Confidentiality) or Section 15 (Intellectual Property); (b) any collection or recovery proceeding under Section 9, which is expressly excluded from arbitration and may be brought in court; (c) recognition and enforcement of an award or Platform Determination; and (d) any relief that cannot lawfully be arbitrated.
20.7 Limitation period. A Dispute must be commenced within two (2) years of the date the claiming party first knew or ought reasonably to have known of the facts giving rise to it, except in respect of Receivables, to which the statutory limitation period applies.
21.1 We may amend these Terms at any time. We will post the amended Terms with a revised effective date and, for material changes, give at least thirty (30) days' notice by email or in-Platform notice.
21.2 Amendments take effect on the stated effective date and do not apply to Registered Deals registered before that date, which continue to be governed by the Terms in force at registration.
21.3 Continued use of the Platform after the effective date constitutes acceptance. If you do not accept an amendment, you must stop using the Platform and close your account; accrued obligations survive.
22.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
22.2 Relationship to other agreements. Where a User has entered into a separate written agreement with Buzzerboy — including a Tripartite Sales Representation and Platform Services Agreement — that agreement governs to the extent of any conflict, and these Terms apply to all matters it does not address.
22.3 Entire agreement. These Terms, together with the Privacy Policy and any plan or order documentation, constitute the entire agreement between you and Buzzerboy in respect of the Platform and supersede all prior understandings and representations.
22.4 Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, reorganisation or sale of all or substantially all of our assets or business, and we may assign, transfer or sell any Receivable to a third party, including a collection agency or debt purchaser.
22.5 Severability. If any provision is held invalid, illegal or unenforceable, it is severed or read down to the minimum extent necessary and the remainder continues in full force.
22.6 Waiver. No failure or delay in exercising a right is a waiver, and no single or partial exercise precludes further exercise. A waiver is effective only in writing.
22.7 Force majeure. We are not liable for any failure to perform caused by an event beyond our reasonable control.
22.8 No third-party beneficiaries, except that the Buzzerboy Indemnified Parties may enforce Sections 16, 17 and 18 directly.
22.9 Notices. We may give notice by email to the address on your account or by in-Platform notice. You must give notice to us at the address in Section 23. Notices under Sections 8, 9 and 10 must be given by a method producing proof of delivery.
22.10 Electronic acceptance. You agree that clicking to accept, creating an account, or continuing to use the Platform constitutes your electronic signature and is legally binding.
22.11 Language. The parties have required that these Terms be drawn up in English. Les parties ont exigé que les présentes conditions soient rédigées en anglais.
Questions about these Terms may be directed to: