Parties, Acceptance & Eligibility

This Terms of Service agreement ("Agreement") is entered into by and between GoPlay AI Ltd. ("GoPlay", "we", "us" or "our"), a company incorporated under the laws Canada, and the user ("User") who accepts the terms herein. By accepting this Agreement, either by clicking the checkbox after reviewing these terms and scrolling through them in their entirety, or by using or accessing GoPlay's services, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you must not use GoPlay's services.

To be eligible to use GoPlay's services, the User must be either (a) an individual who has reached the age of majority in their jurisdiction (18 years or older in Ontario), or (b) at least 15 years of age with express parental or legal guardian consent, and in either case must be capable of forming a legally binding contract under Ontario, Canada law. If the User is accepting these terms on behalf of a minor, they represent and warrant that they are the minor's parent or legal guardian with full legal authority to bind the minor to this Agreement. The User acknowledges that certain waivers of the minor's rights contained in this Agreement may have limited enforceability under Ontario law, particularly regarding claims for personal injury. GoPlay reserves the right to verify the eligibility of any User, including proof of legal guardianship where applicable, and may refuse service based on a lack of eligibility.

Platform Service Description (Facilitator Role)

GoPlay operates SOLELY as a technology platform that connects Users to independent third-party activity providers ("Providers"). Users must clearly understand and explicitly acknowledge that:

1. GoPlay DOES NOT own, operate, supervise, monitor, endorse, certify, or control ANY activities, facilities, equipment, or services offered by Providers;
2. All agreements for activities are direct contracts between Users and Providers - GoPlay is not a party to these agreements;
3. GoPlay's role is strictly limited to providing a technology platform that facilitates connections between Users and Providers;
4. GoPlay makes NO representations or guarantees about the quality, safety, suitability, reliability or legality of any Provider's activities or services.

Users are solely and exclusively responsible for researching, evaluating, and selecting appropriate Providers for their children. GoPlay strongly recommends that Users thoroughly investigate any Provider before engaging their services.

Booking Process & Beta Payment Terms

During the beta testing phase of GoPlay's services (the "Beta Period"), the following payment terms shall apply.

• During the Beta Period, GoPlay does not directly handle payments or process refunds. All financial transactions, including payments and refunds, are to be managed directly between Users and the Providers without the involvement of GoPlay. After the Beta Period, GoPlay may implement its own payment processing system to facilitate transactions between Users and Providers.
• Users are advised to exercise due diligence and caution when making payments to Providers, as GoPlay will not be responsible for any disputes, losses, or issues arising from such transactions.

By using GoPlay's services during the Beta Period, Users acknowledge and agree to these payment terms. Users acknowledge that these terms will change upon conclusion of the Beta Period to incorporate GoPlay's payment processing system, with advance notice provided to Users regarding the new payment terms and procedures.

Cancellations & Refund Policy

This Cancellations & Refund Policy outlines the terms under which Users may cancel their use of GoPlay's services. All refunds or cancellations are governed by the specific Provider's refund policy. By accepting the Agreement, Users agree to be bound by this policy.

GoPlay does not issue refunds or credit during the Beta Period. Users must resolve all refund disputes directly with Providers according to the Provider's refund policy. While GoPlay does not process or issue refunds, we may assist in facilitating communication between Users and Providers in good faith.

Users are encouraged to review GoPlay's policies regularly to stay informed of any changes to the cancellation and refund procedures.

Waiver of Liability & Assumption of Risk

By accepting this Agreement, you acknowledge and understand that participation in children's activities arranged through Providers on the GoPlay platform inherently involves significant risks of physical injury, illness, or other harm. These risks may arise from various factors including but not limited to: the nature of the activity itself, your child's actions or omissions, the actions or omissions of other participants, the Provider's conduct, equipment conditions, or facility hazards.

Subject to these limitations, in consideration of being allowed to use GoPlay's services, you agree to waive, release, and discharge GoPlay, its officers, directors, employees, and agents from any and all liabilities, claims, demands, damages, rights of action, or causes of action, present or future, known or unknown, anticipated or unanticipated, resulting from or arising out of your use of GoPlay's services. This waiver applies to the fullest extent permitted by applicable law, while recognizing that certain rights, particularly those of minor children, cannot be waived under Canadian law.

Furthermore, the User agrees to indemnify, defend, and hold harmless GoPlay, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with the User's or the minor children's use of GoPlay's services or participation in the activities.

Provider Disclaimer

GoPlay does not endorse, certify, or assume responsibility for any services, products, or materials provided by Providers that may be accessible through GoPlay's services. The User acknowledges and agrees that Providers are independent entities and not partners, representatives, or agents of GoPlay. Consequently, GoPlay shall not be liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of any such Providers, nor for any personal injuries, death, property damage, or other damages or expenses resulting therefrom.

The User further acknowledges that GoPlay does not guarantee the quality, safety, legality, or suitability of any services, products, or materials provided by Providers and that the use of such services, products, or materials may carry inherent risks. The User assumes full responsibility for their use of any third-party services, products, or materials and agrees to hold GoPlay harmless from any liability, claims, damages, or demands arising from or in connection with the use of such third-party services, products, or materials.

Additional Provider Waivers/Terms

In consideration of the services provided by GoPlay, the User acknowledges and agrees to the following additional terms:

• Some services or content accessible through GoPlay may be offered by Providers, not GoPlay. Such Providers may require the User to agree to additional terms of service, waivers, or agreements ("Additional Terms") before accessing or using their services or content.
• The User understands that any Additional Terms are agreements directly between the User and the Providers. GoPlay is not a party to, and is not responsible for, any Additional Terms between the User and Providers.
• The User agrees to review and comply with any Additional Terms. Failure to comply with Additional Terms may result in the User's inability to access or use certain services or content provided by Providers.
• GoPlay does not endorse, and expressly disclaims all liability arising from, the actions, content, products, or services of Providers. The inclusion of any Providers' services or content on GoPlay does not imply endorsement by GoPlay.

User Accounts & Security

By creating an account with GoPlay, the User agrees to: (a) provide true, accurate, current, and complete information about themselves as prompted by GoPlay’s registration form ("Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If the User provides any information that is untrue, inaccurate, not current, or incomplete, or if GoPlay has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, GoPlay has the right to suspend or terminate the User's account and refuse any and all current or future use of the GoPlay's services.

The User is responsible for maintaining the confidentiality of their account and password and for restricting access to their computer, and they agree to accept responsibility for all activities that occur under their account or password. The User acknowledges that account security is critical and is advised to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) to protect their account.

In the event of any unauthorized use of the User's account or any other breach of security, the User agrees to immediately notify GoPlay. GoPlay will not be liable for any loss or damage arising from the User's failure to comply with this section.

The handling of personal information provided at the time of account registration and subsequently is governed by our Privacy Policy, available at https://goplay.ai/. The User consents to the collection, use, and disclosure of their personal information in accordance with the Privacy Policy, which is incorporated herein by reference. Marketing communications will only be sent if the User expressly consents via an unbundled, unchecked opt-in checkbox separate from other terms and conditions. Users may withdraw their consent to receive marketing communications at any time through their account settings or by following the unsubscribe instructions included in marketing communications. Transactional communications (e.g., booking confirmations, service-related updates, and security notifications) do not require separate marketing consent and will be sent as necessary to provide and maintain the services.

Acceptable Use / Code of Conduct

This Acceptable Use / Code of Conduct clause outlines the standards and behaviors expected of Users while accessing or using GoPlay's services. By agreeing to the Agreement, Users commit to upholding these standards and refraining from any form of misuse of the services. Misuse includes, but is not limited to, harassment, inappropriate contact with minors, hacking, or any other actions that could harm GoPlay, other Users, or Providers.

Acceptable behaviors for using the platform include:

• Engaging in activities in a respectful and considerate manner towards all members of the GoPlay community.
• Adhering to all local, provincial, and federal laws applicable in Ontario, Canada, and any other relevant jurisdictions.
• Respecting the intellectual property rights of GoPlay and Providers.
• Using the services provided by GoPlay in a manner that does not expose GoPlay or its Users to inherent risks without appropriate precautions and consent.

Violation of this Acceptable Use / Code of Conduct clause may result in immediate termination of the User's access to GoPlay's services, at GoPlay's sole discretion, and may also lead to legal action if deemed necessary.

User Content and Reviews

By using GoPlay's services, the User agrees to comply with all applicable laws and regulations regarding online conduct and acceptable content. The User is solely responsible for all content, including but not limited to text, images, videos, and reviews ("User Content"), that they upload, post, email, transmit, or otherwise make available through GoPlay's services. GoPlay reserves the right, but is not obligated, to review and remove any User Content that, in its sole discretion, violates this Agreement, is deemed inappropriate, offensive, or could expose GoPlay or its users to harm or liability.

The User grants GoPlay a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works from, perform, and distribute any User Content on GoPlay's services for the purpose of operating, developing, providing, and using the GoPlay's products and services. This license includes the right for GoPlay to make User Content available to other companies, organizations, or individuals who partner with GoPlay for the syndication, broadcast, distribution, or publication of such User Content on other media and services.

GoPlay does not claim any ownership rights in User Content and nothing in this Agreement will be deemed to restrict any rights that the User may have to use and exploit their own User Content. However, by submitting User Content to GoPlay, the User hereby grants GoPlay the rights stated above.

The User acknowledges and agrees that they are solely responsible for their own User Content and the consequences of posting or publishing it. GoPlay assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.

GoPlay encourages Users to maintain a respectful and lawful manner when creating and sharing User Content. GoPlay reserves the right to terminate or restrict access to its services for Users who violate this Agreement or engage in illegal or harmful activities through their User Content.

Intellectual Property & Site Content

All content present on the GoPlay platform, including but not limited to texts, graphics, images, logos, software, and other material (collectively, "Platform Content"), is the property of GoPlay or its content suppliers and protected by Canadian and international copyright and intellectual property laws. GoPlay retains all rights, title, and interest in and to the Platform Content and any trademarks, service marks, logos, and other intellectual property rights associated therewith.

GoPlay grants the User a limited, non-exclusive, non-transferable, revocable license to access and use the GoPlay platform solely for personal, non-commercial purposes, subject to the terms of this Agreement. This license does not include any rights to:

• Resell or commercially exploit the Platform Content;
• Modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform Content;
• Distribute, license, lease, sell, rent, lend, or otherwise transfer any rights to the Platform Content;
• Use any data mining, robots, or similar data gathering and extraction tools on the Platform Content;
• Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GoPlay without express written consent;
• Use any meta tags or any other "hidden text" utilizing GoPlay's name or trademarks without the express written consent of GoPlay.

The User acknowledges and agrees that any unauthorized use of the Platform Content or breach of this Agreement may result in immediate termination of the license granted hereunder and may subject the User to legal action.

Third‑Party Links/Services

The services provided by GoPlay may include links to third-party websites, applications, or services (collectively, "Third-Party Services") that are not owned or controlled by GoPlay. These links are provided only as a convenience to the User. GoPlay has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party Services. You acknowledge and agree that GoPlay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Third-Party Services.

Access to and use of Third-Party Services, including the information, materials, products, and services on or available through Third-Party Services is solely at your own risk. When you leave GoPlay's website, our terms and policies do not govern. We encourage you to review the terms and privacy policies of any Third-Party Services you visit.

Off‑Platform Arrangements & Provider Dealings

GoPlay is not responsible for any services arranged with Providers outside the platform. Users agree not to circumvent the platform by entering into direct booking arrangements with Providers met through GoPlay, for a period of six (6) months post-booking.

Privacy Policy Incorporation

In recognition of the importance of protecting the personal and private information of our Users, GoPlay hereby incorporates by reference its Privacy Policy into this Agreement. By agreeing to the terms and conditions of this Agreement, the User simultaneously agrees to the terms of the Privacy Policy, which outlines how GoPlay collects, uses, stores, and discloses the personal information of its Users. The Privacy Policy is an integral part of this Agreement, and its terms are as binding as if they were contained within the body of this Agreement itself.

Users must review the Privacy Policy in full prior to accepting this Agreement. By accepting this Agreement, Users affirm their understanding and agreement to the Privacy Policy, including any and all obligations and rights described therein. It is the responsibility of each User to be familiar with the terms of the Privacy Policy, as their acceptance of this Agreement constitutes acceptance of the Privacy Policy in its entirety.

Disclaimer of Warranties

GOPLAY PROVIDES ITS SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. GOPLAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. GOPLAY DOES NOT GUARANTEE THE QUALITY, ACCURACY, OR SUITABILITY OF ANY ACTIVITIES, CONTENT, OR INFORMATION AVAILABLE THROUGH ITS SERVICES. THE USER ACKNOWLEDGES AND AGREES THAT THE USE OF GOPLAY'S SERVICES, INCLUDING ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES, IS AT THEIR OWN RISK. THE USER FURTHER ACKNOWLEDGES THAT GOPLAY DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY PROVIDERS THROUGH THE PLATFORM OR ANY THIRD-PARTY SERVICES. USERS ARE ADVISED TO REVIEW THE TERMS AND CONDITIONS AND PRIVACY POLICIES OF ANY PROVIDERS OR THIRD-PARTY SERVICES THEY INTERACT WITH THROUGH GOPLAY’S SERVICES. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOPLAY OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) USER ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GOPLAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit GoPlay’s liability for losses which may not be lawfully excluded or limited by applicable law. This includes liability for death or personal injury caused by GoPlay’s negligence or the negligence of its employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Indemnification

The User agrees to indemnify, defend, and hold harmless GoPlay, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement or any activity related to the User's account (including negligent or wrongful conduct) by the User or any other person accessing GoPlay’s services using the User's account.

This indemnification obligation will survive the termination of this Agreement and the User's use of the services.

Termination Rights

GoPlay reserves the right, in its sole discretion, to suspend or terminate a User's access to its services or any portion thereof, at any time, without notice, for any reason, including but not limited to the breach of this Agreement, conduct that GoPlay believes is harmful to its business or other Users, or for no reason at all. Upon termination, the User's right to use the services will immediately cease, and GoPlay may, without liability to the User or any third party, immediately deactivate or delete the User's account and all related information and files in the account and/or bar any further access to such files or the services. GoPlay's right to terminate shall also apply to cases where GoPlay has reasonable grounds to believe that the services are being used in violation of applicable laws or regulations.

This termination right is in addition to any other rights GoPlay may have under this Agreement or under applicable law. The User acknowledges that GoPlay's termination of the User's access to the services may be effected without prior notice, and agrees that GoPlay shall not be liable to the User or any third party for any termination of the User's access to the services.

Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any principles of conflicts of law. The parties hereby consent to the jurisdiction of the courts located in Ontario, Canada, in all disputes arising out of or relating to the use of the Services or this Agreement. Nothing in this Agreement shall limit a User's rights under applicable consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario). Any claims must be brought within the limitation period prescribed by Ontario law. [Users residing in Québec may have additional rights under applicable provincial law.]

Miscellaneous Provisions

This Agreement, including any referenced documents such as the Privacy Policy, constitutes the entire agreement between GoPlay and the User regarding the use of the services. This Agreement supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter. User consent to this Agreement is recorded via timestamp and version tracking. Material changes to these terms will trigger new user acceptance upon login or booking.

In the event that any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in effect.

Failure by GoPlay to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision in the future.

GoPlay may assign this Agreement or any rights hereunder without the User's consent. The User may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of GoPlay.

For any questions, concerns, or notices regarding this Agreement or GoPlay's services, Users may contact GoPlay through the designated contact information provided on the GoPlay platform.