Please take a moment to review the terms of the Babble Buddies Inc. Instructor Agreement. Upon receipt of your signature, you will receive a link to Instructor training materials via email (a summary of the agreement and PDF copy for your records will also be included).

 

This Instructor Agreement (the “Agreement”) is made and entered into as of today's date (the “Effective Date”), by and between Babble Buddies Inc., a corporation incorporated under the laws of Ontario with its principal office located Suite 302, 372 Hollandview Trail Suite 205, Aurora, ON L4G 0A5 with a contact email of [email protected] (“Babble Buddies”), and [INSTRUCTOR NAME], an individual residing at [ADDRESS] with a contact email of [EMAIL] (“Instructor”). Each of Babble Buddies and the Instructor may be referred to herein as a “Party” and together as the “Parties.”

 

1.0 Recitals

WHEREAS, Babble Buddies operates a technology platform that facilitates the offering and promotion of early childhood educational programming under the “Babble Buddies Circle Time” name;

 

AND WHEREAS, Instructor wishes to access and use the Babble Buddies platform to independently offer and deliver educational sessions to families and children using certain Babble Buddies materials and branding;

 

AND WHEREAS, Babble Buddies is willing to grant such access and a limited, non-exclusive licence to use its proprietary materials, subject to the terms and conditions of this Agreement;

 

AND WHEREAS, the Parties expressly acknowledge that this Agreement does not create a partnership, employment, agency, or franchise relationship, and that the Instructor is and shall remain an independent contractor;

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

2.0 Babble Buddies Platform Services

2.1 Access to Platform. Subject to the terms of this Agreement, Babble Buddies shall make available to the Instructor a training platform (the “Platform”) through which the Instructor The Instructor may deliver early childhood educational sessions (“Sessions”) under the Babble Buddies brand, will be provided instruction for and education about Babble Buddies Circle Times and operating a Babble Buddie Circle Time business. This includes, inter alia, full course training, course materials, tips and suggestions for finding suitable locations and customers.

 

2.2 Payment Handling. Babble Buddies shall provide Instructor with an online booking platform whereby the instructor’s customers can book and pay for classes. Instructors will process payments received from customers for classes conducted by the Instructor and the booking platform shall remit to Babble Buddies the applicable portion of such payments, including any service fees, platform fees, or other applicable charges, in accordance with Section 7 of this Agreement. Instructors may not collect payment for classes directly from parents outside of the Platform.

 

2.3 Service Scope and Limitations. Babble Buddies does not schedule Sessions on behalf of the Instructor, assign parents, or direct how Sessions are to be conducted, provided that the Instructor delivers Sessions in accordance with applicable Babble Buddies guidelines. The Instructor is solely responsible for Session delivery, communication with parents, and compliance with all applicable laws.

 

2.4 No Guarantee of Engagement. Babble Buddies makes no representations or guarantees regarding the volume of parent bookings that will be made through the Platform or the revenue the Instructor may earn. Access to the Platform does not constitute a guarantee of any minimum number of Session opportunities or parent bookings.

 

2.5 No Control. Babble Buddies does not, and shall not be deemed to, exert any control over the manner, means, methods, or timing by which the Instructor delivers Sessions, interacts with participants, or fulfills their responsibilities under this Agreement. The Instructor retains sole discretion over their teaching style, techniques, and personal expression, provided that the delivery of Sessions complies with applicable laws and maintains the general standards set by Babble Buddies. For clarity, nothing in this Agreement shall be construed to create an employment, franchise, or agency relationship. Babble Buddies shall not prescribe or direct how Sessions are conducted, nor shall it supervise or manage the day-to-day activities of the Instructor. The Instructor acknowledges and agrees that they are solely responsible for complying with all applicable legal, regulatory, and tax obligations in connection with their services. The Instructor further agrees to indemnify and hold harmless Babble Buddies from any claim, assessment, or adverse determination by any governmental authority alleging that the relationship constituted a franchise, employment, or other dependent status contrary to the intentions of this Agreement.

 

3.0 Eligibility and Onboarding Requirements

3.1 Minimum Eligibility Requirements. To participate as a Instructor under this Agreement, the individual must, at all times: be at least eighteen (18) years of age; be legally eligible to work and enter into contracts in the jurisdiction where Sessions are delivered; have no criminal record, or any offence that would reasonably cast doubt on their suitability to work with families and children; possess the equipment, and physical space necessary to conduct Sessions safely and professionally in accordance with Babble Buddies guidelines; and comply with any other requirements set out in the Babble Buddies onboarding materials or policies, as updated from time to time.

 

3.2 Background Screening. As a condition of participating in the Platform, Instructor shall submit to a criminal background check, conducted by an accredited third-party screening provider acceptable to Babble Buddies. The results of the background check must be satisfactory to Babble Buddies in its sole discretion. Instructor shall be responsible for the cost of the background check.

 

3.3 Onboarding Process. Before delivering any Sessions, Instructor must: complete all onboarding materials, training modules, or orientation sessions required by Babble Buddies;

review and acknowledge any applicable program policies, content usage guidelines, and brand standards; confirm understanding of the pricing structure and payment model described in this Agreement; and set up a user account and payment method on the Platform.

 

3.4 Ongoing Eligibility. Instructor shall continue to satisfy the eligibility criteria set out in this Section throughout the Term of this Agreement. Babble Buddies reserves the right to suspend or terminate the Instructor’s access to the Platform if it determines, acting reasonably, that the Instructor no longer meets the eligibility criteria.

 

3.5 Duty to Update. Instructor shall promptly notify Babble Buddies in writing of any change in circumstances that may affect their eligibility to participate, including but not limited to criminal charges, changes in residency status, or loss of access to required facilities or equipment.

 

4.0 Instructor Responsibilities

4.1 Session Delivery. Instructor shall deliver Sessions in a professional, engaging, and developmentally appropriate manner, consistent with the goals and spirit of the Babble Buddies Circle Time program. While Babble Buddies may provide guidelines and suggested content, Instructor retains discretion over the method and manner of delivery, subject to the minimum standards outlined in this Agreement and any applicable policies.

 

4.2 Professional Conduct. Instructor agrees to: treat all families, children, and Platform participants with respect, patience, and courtesy; refrain from any behavior that could reasonably be considered discriminatory, harassing, unsafe, or unprofessional; maintain appropriate boundaries and conduct when engaging with children and their parents or guardians.

 

4.3 Compliance with Laws. Instructor shall comply with all applicable municipal, state, provincial, and federal laws, regulations, and professional obligations, including those relating to privacy, working with children, and business activities conducted as an independent contractor.

 

4.4 No Subcontracting or Delegation. Instructor shall not assign, delegate, or subcontract any of their obligations under this Agreement to another person without the prior written consent of Babble Buddies. Sessions must be delivered personally by the Instructor identified in this Agreement.

 

4.5 Equipment and Environment. Instructor is solely responsible for providing and maintaining their own equipment, supplies, and a safe and appropriate physical environment from which to deliver Sessions. Babble Buddies does not provide any physical materials necessary to conduct classes.

 

4.6 Program Integrity. Instructor shall not alter, misrepresent, or materially deviate from any core branding, messaging, or values of the Babble Buddies program in their conduct on or off the Platform. Instructor may not represent themselves as an employee, agent, or franchisee of Babble Buddies.

 

4.7 Platform Usage. Instructor agrees to use the Platform only for lawful purposes and in accordance with the terms of this Agreement. Instructor shall not engage in any activity that could damage, disable, or interfere with the proper operation of the Platform.

 

5.0 Session Scheduling and Customer Interaction

5.1 Instructor Control Over Scheduling. Instructor is solely responsible for determining their availability and scheduling Sessions through the Platform. Babble Buddies does not assign, mandate, or guarantee any minimum number of Sessions or booking opportunities. Instructor may update their availability through the Platform at any time, subject to applicable Platform functionality.

 

5.2 Parent Communication. Instructor shall communicate directly with parents regarding the scheduling, confirmation, and conduct of Sessions, subject to any Platform tools or guidelines established by Babble Buddies. Instructor shall respond to parent inquiries and booking requests promptly and professionally and shall keep parents reasonably informed of any Session changes or cancellations.

 

5.3 Cancellations and Rescheduling. Instructor shall make reasonable efforts to avoid last-minute cancellations. If a cancellation or rescheduling becomes necessary, Instructor shall notify the affected parent(s) as soon as practicable and follow any cancellation procedures provided by Babble Buddies. Repeated or unexcused cancellations may result in suspension or termination of Platform access.

 

5.4 Conduct During Sessions. Instructor shall arrive on time and be prepared to conduct each scheduled Session in accordance with applicable Babble Buddies guidelines. Instructor is expected to maintain a positive and engaging learning environment and to manage Sessions in a manner that supports the safety and well-being of participating children.

 

5.5 No Off-Platform Sessions. Instructor shall not solicit or accept bookings for Babble Buddies-branded Sessions outside of the Platform. All parent bookings, payments, and confirmations must be processed through the Babble Buddies Platform.

 

5.6 Respect for Parental Roles. Instructor acknowledges that parents remain responsible for supervising their children during Sessions. Instructor shall not provide disciplinary guidance, behavioural diagnoses, or personalized therapeutic recommendations to children or families under the Babble Buddies name.

 

6.0 Standards and Platform Policies

6.1 General Conduct Expectations. Instructor agrees to uphold a high standard of professionalism, courtesy, and child-appropriate conduct in all interactions conducted under the Babble Buddies brand. Instructor shall be punctual, prepared, and responsive in connection with all Sessions and communications involving parents or Babble Buddies representatives.

 

6.2 Session Quality. Instructor shall deliver Sessions that are engaging, age-appropriate, and aligned with the developmental goals and spirit of the Babble Buddies Circle Time program. While Instructors retain discretion over instructional style, they shall avoid content or conduct that is inconsistent with Babble Buddies’ values, safety expectations, or educational purpose.

 

6.3 Compliance with Platform Policies. Instructor shall comply with all Platform policies, guidelines, and codes of conduct as provided or amended by Babble Buddies from time to time, including those relating to: safety and supervision of children; appropriate Session content and materials; anti-discrimination and respectful communication; use of branding, trademarks, and program references; and safeguarding and reporting concerns about child well-being.

 

6.4 Policy Updates. Babble Buddies may update its policies and platform standards from time to time to reflect legal requirements, user feedback, or program development. Instructor will be provided with notice of any material updates and is responsible for reviewing and complying with the most current version of all applicable policies.

 

6.5 Corrective Action. If Babble Buddies becomes aware of conduct by the Instructor that violates this Agreement or applicable policies, it may issue a warning, suspend access to the Platform, or terminate this Agreement in accordance with Section 15. Repeated failure to meet standards may result in permanent removal from the Platform.

 

6.6 No Endorsement or Supervision. Babble Buddies does not supervise or monitor individual Sessions in real-time and does not guarantee the suitability of any particular Instructor to parents. The Instructor is solely responsible for their actions, statements, and conduct during Sessions, and parents remain responsible for selecting and supervising Sessions for their children.

 

7.0 Session Pricing and Payment Terms

7.1 Pricing Set by Instructors. The prices charged to parents for Sessions shall be determined by instructors with reference to a range of pricing set by Babble Buddies. Instructor shall not advertise, negotiate, or charge separate or additional fees to parents for any Babble Buddies-branded Session. Babble Buddies may update recommended Session pricing from time to time at its discretion, and will provide notice to Instructor of any material pricing changes that affect their compensation.

 

7.2 Platform Processing of Payments. All payments from parents for Sessions shall be collected and processed by the instructor through the Platform or an authorized third-party payment processor. Instructor shall not accept cash, cheques, e-transfers, or other direct payments from parents for Sessions.

 

7.3 Instructor Compensation. For each completed and properly recorded Session, Instructor shall be entitled to receive a portion of the amount paid by the parent, net of any applicable service fees, platform fees, payment processing charges. The specific compensation structure and fee percentages shall be communicated to Instructor in writing prior to the start of any Sessions and may be updated from time to time with reasonable notice.

 

7.4 Payout Schedule. Instructor’s earnings will be remitted on a periodic basis (e.g., weekly or biweekly) via direct deposit or other method selected by Babble Buddies. Instructor is responsible for providing and maintaining accurate banking information in the Platform. Babble Buddies shall not be responsible for delays or failed payments resulting from incorrect or outdated account information provided by the Instructor.

 

7.5 Taxes and Withholdings. Instructor acknowledges that they are an independent contractor and not an employee of Babble Buddies. Instructor is solely responsible for determining and paying all required income taxes, self-employment taxes, HST (if applicable), or other government levies associated with the compensation received under this Agreement. Babble Buddies will not withhold or remit taxes on the Instructor’s behalf unless required by law.

 

7.6 No Guarantee of Earnings. Babble Buddies makes no representations or guarantees regarding the amount of compensation Instructor may earn under this Agreement. The number of Session bookings and corresponding compensation shall depend on various factors including, but not limited to, parental demand, Instructor availability, and satisfaction ratings.

 

8.0 Taxes

8.1 Instructor Solely Responsible. Instructor acknowledges and agrees that they are solely responsible for all tax obligations arising from the compensation received under this Agreement, including but not limited to income tax, self-employment tax, Canada Pension Plan contributions, Employment Insurance premiums (if applicable), and any goods and services tax/harmonized sales tax (GST/HST) or provincial sales tax (PST) obligations.

 

8.2 No Withholdings by Babble Buddies. Babble Buddies shall not withhold or remit any taxes, premiums, or deductions on behalf of the Instructor unless required to do so by applicable law. Instructor shall not be treated as an employee, agent, or partner of Babble Buddies for tax or other legal purposes.

 

8.3 GST/HST Registration. If required under Canadian tax law, Instructor shall register for GST/HST and provide Babble Buddies with a valid GST/HST registration number. Instructor shall notify Babble Buddies immediately if they are required to charge HST on their services. If Instructor becomes HST-registered, Babble Buddies shall, upon receipt of proper documentation, remit the applicable HST in addition to the Instructor’s base compensation.

 

8.4 Indemnity. Instructor agrees to indemnify and hold harmless Babble Buddies from and against any claims, penalties, or liabilities arising from the Instructor’s failure to comply with their tax obligations under this Agreement.

 

9.0 Independent Contractor Status (Non-Exclusive, No Franchise Relationship)

9.1 Independent Contractor. The Parties acknowledge and agree that the Instructor is an independent contractor and is not an employee, partner, joint venturer, agent, franchisee, or legal representative of Babble Buddies for any purpose. Nothing in this Agreement shall be construed to create a relationship of employment, agency, or franchising between the Parties.

 

9.2 No Control Over Business Operations. Babble Buddies does not control, and shall not be deemed to control, the Instructor’s day-to-day business operations, scheduling, methods of delivery, or professional judgment. The Instructor has discretion over how to conduct Sessions, subject only to the minimum quality standards and brand guidelines established by Babble Buddies. Instructor is solely responsible for determining the time, place, and manner of performing their services under this Agreement.

 

9.3 No Franchise Relationship. The Parties expressly disclaim any intention to create a franchise relationship. The Instructor acknowledges that this Agreement does not include any of the elements required to constitute a franchise under the laws of Ontario or any other applicable jurisdiction, including but not limited to the grant of a right to operate a business using a commercial symbol of Babble Buddies in exchange for a fee, and significant control or assistance over the Instructor’s operations.

 

9.4 Non-Exclusivity. Nothing in this Agreement shall prevent the Instructor from engaging in other business activities, including providing similar services to third parties, provided that such activities do not infringe on the intellectual property of Babble Buddies or conflict with the terms of this Agreement.

 

9.5 No Authority to Bind. Instructor shall not have, and shall not represent themselves as having, any authority to bind Babble Buddies, incur obligations on its behalf, or make representations or warranties regarding the Platform or the Babble Buddies program.

 

9.6 No Employee Benefits or Coverage. As an independent contractor, the Instructor is not entitled to, and shall not claim, any employee benefits from Babble Buddies, including but not limited to participation in any pension plan, group insurance, health or dental benefits, vacation pay, sick pay, Employment Insurance (EI), Canada Pension Plan (CPP) contributions, or workers’ compensation coverage. Instructor acknowledges sole responsibility for their own insurance coverage, retirement savings, and financial planning.

 

10.0 Intellectual Property Rights

10.1 Definition of Licensed IP. For the purposes of this Agreement, “Licensed IP” means all intellectual property provided or made available by Babble Buddies to the Instructor for use in connection with the Sessions, including but not limited to trademarks, characters, curriculum, lesson plans, scripts, music, visual content, audio content, session outlines, branding materials, and other proprietary or copyright-protected works.

 

10.2 Grant of Licence. Subject to the terms and conditions of this Agreement, Babble Buddies grants to the Instructor, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Licensed IP solely for the purpose of promoting and delivering Babble Buddies Sessions through the Platform in accordance with this Agreement. No rights are granted to use the Licensed IP for any other purpose.

 

10.3 Ownership and Reservation of Rights. Instructor acknowledges that all right, title, and interest in and to the Licensed IP are and shall remain the exclusive property of Babble Buddies (or its licensors, where applicable). All goodwill arising from the Instructor’s use of the Licensed IP shall inure to the benefit of Babble Buddies. Except as expressly granted herein, all rights in and to the Licensed IP are reserved.

 

10.4 Restrictions on Use. The Instructor shall not: copy, reproduce, modify, distribute, or create derivative works from the Licensed IP; use the Licensed IP in any context outside of approved Sessions; incorporate the Licensed IP into any business name, trade name, domain name, or social media handle; suggest ownership of, or attempt to register, any portion of the Licensed IP or any confusingly similar mark or content; or use the Licensed IP in any way that could reasonably damage its reputation, distinctiveness, or legal enforceability.

 

10.5 Use of Marks and Branding. Instructor shall use any Babble Buddies branding, marks, and logos in accordance with Babble Buddies’ brand and style guidelines, as updated from time to time. Any public-facing Session description, profile, or promotional material must clearly identify the Instructor as an independent provider offering Sessions through the Babble Buddies Platform.

 

10.6 Instructor-Created Content. Instructor retains ownership of any original materials independently created in connection with Session delivery (“Instructor Content”), provided such content does not incorporate or misappropriate any Licensed IP. To the extent any Instructor Content is used in connection with Babble Buddies Sessions, the Instructor grants to Babble Buddies a non-exclusive, royalty-free, worldwide, perpetual licence to use, display, reproduce, and distribute such content for internal purposes and promotional use. Instructor represents and warrants that such content does not infringe any third-party rights and does not include personal information of minors or parents without proper consent.

 

10.7 Notification of Issues. Instructor shall promptly notify Babble Buddies if they become aware of any actual or suspected: infringement or misuse of the Licensed IP by a third party;

claim that the use of the Licensed IP in connection with Sessions infringes a third party’s rights; or unauthorized use or misrepresentation of Babble Buddies’ branding.

 

10.8 No Encumbrances. Instructor shall not create, register, or grant any lien, charge, or security interest in or to the Licensed IP or take any action that may prejudice Babble Buddies’ rights in the Licensed IP.

 

11.0 Confidentiality and Data Protection

11.1 Confidential Information. In the course of performing services under this Agreement, Instructor may receive or have access to non-public, confidential, or proprietary information of Babble Buddies, including business operations, curriculum content, pricing structures, training materials, and other technical, financial, or strategic information (“Confidential Information”). Instructor agrees to: hold all such Confidential Information in strict confidence; use such information solely for the purpose of performing obligations under this Agreement; and

not disclose such information to any third party without the prior written consent of Babble Buddies.

 

11.2 Exclusions. The obligations under Section 11.1 shall not apply to information that: is or becomes publicly known through no fault or breach by the Instructor; is lawfully received from a third party without restriction; is independently developed by the Instructor without reference to the Confidential Information; or is required to be disclosed by law or court order, provided that the Instructor gives prompt written notice to Babble Buddies and cooperates, at Babble Buddies’ request and expense, in seeking a protective order or similar remedy.

 

11.3 Personal Data and Privacy. Instructor agrees to treat all personal information of parents, children, and other users of the Platform as confidential and to comply with all applicable privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any other applicable provincial or international privacy laws.

 

11.4 Limited Use of Personal Information. Instructor shall collect, use, access, and store personal information of Platform users solely for the purpose of delivering Sessions and communicating with parents in accordance with this Agreement. Instructor shall not: use personal information for any secondary marketing or commercial purpose; retain personal information beyond the duration necessary to fulfill Session-related obligations; or disclose personal information to any third party, unless required by law or authorized in writing by the individual.

 

11.5 Data Security. Instructor agrees to implement reasonable technical, physical, and organizational safeguards to protect personal information accessed through the Platform from unauthorized access, use, disclosure, loss, or theft.

 

11.6 Return or Deletion of Confidential and Personal Information. Upon termination of this Agreement or upon request by Babble Buddies, the Instructor shall immediately cease use of, and securely return or destroy, all Confidential Information and personal data obtained through the Platform that is in the Instructor’s possession, including any electronic or physical copies.

 

11.7 Breach Notification. In the event of any actual or suspected unauthorized access to or disclosure of personal information or Confidential Information, the Instructor shall promptly notify Babble Buddies in writing, cooperate fully with any investigation, and take all reasonable steps to mitigate any potential harm.

 

12.0 Instructor Representations and Warranties

12.1 Instructor Representations. The Instructor represents and warrants to Babble Buddies that:

1. Authority and Capacity. The Instructor has the full legal right, power, and authority to enter into and perform this Agreement and to provide Sessions through the Babble Buddies Platform;
2. Legal Compliance. The Instructor is, and shall remain, in compliance with all applicable laws, regulations, and professional standards in the jurisdiction(s) where Sessions are offered, including those relating to the care and supervision of children;
3.   The Instructor possesses the necessary experience, knowledge, and skill to deliver Babble Buddies Sessions in a safe, effective, and developmentally appropriate manner;
4. Criminal Background. The Instructor has not been convicted of any offence involving a minor, violence, dishonesty, or sexual misconduct. The Instructor agrees to submit to a criminal background check upon request and shall immediately notify Babble Buddies of any charges, convictions, or investigations that arise during the Term;
5. No Conflict. The Instructor is not party to any agreement or subject to any restriction that would conflict with or impair the performance of their obligations under this Agreement;
6. Original Work and IP Compliance. The Instructor shall not use or incorporate any content in connection with the Sessions that infringes the rights of any third party, and represents that all Instructor-created content used under this Agreement will be original or lawfully licensed;
7. Data Protection Compliance. The Instructor shall handle all personal information accessed through the Platform in accordance with applicable privacy laws and in accordance with this Agreement.

 

12.2 Ongoing Accuracy. The Instructor represents and warrants that all information provided to Babble Buddies, whether during onboarding or throughout the Term of this Agreement, is true, complete, and accurate. The Instructor agrees to promptly notify Babble Buddies in writing of any changes to such information.

 

12.3 Insurance. The Instructor shall maintain, at their own expense, appropriate liability insurance coverage as may be required by law or reasonably necessary based on the nature of Sessions. Babble Buddies shall not provide any insurance coverage for the Instructor.

 

12.4 Recording by Babble Buddies. The Instructor acknowledges and agrees that Babble Buddies may, from time to time, record Sessions (audio and/or video) for quality assurance, training, dispute resolution, compliance monitoring, or promotional purposes, subject to applicable privacy laws and internal policies. Babble Buddies shall notify the Instructor in advance of any such recordings, and any recordings used for promotional purposes will not feature the Instructor’s image or voice without their prior written consent.

 

12.5 Instructor Consent. By delivering Sessions on the Platform, the Instructor consents to the incidental capture of their voice, image, or likeness in any such recordings, subject to Section 12.6 The Instructor hereby waives any right to inspect or approve the use of such recordings, except where required by law or agreed in writing by the parties.

 

12.6 Non-Disparagement Clause. The Instructor agrees not to make any false, misleading, or disparaging statements, whether oral or written, about Babble Buddies, its officers, employees, customers, or operations, during or following the Term of this Agreement.

 

12.7 Non-Circumvention. For a period of twelve (12) months following the termination of this Agreement, the Instructor shall not, directly or indirectly, solicit or provide similar services to any parent or family introduced through the Platform, except through an active engagement facilitated by Babble Buddies. The Instructor shall not encourage or induce any parent or guardian to schedule sessions or make payments outside of the Platform, nor shall the Instructor accept any such arrangements, whether during or after the Term. Any attempt to divert, bypass, or circumvent the Platform shall be considered a material breach of this Agreement.

 

13.0 Indemnification

13.1 Indemnity by Instructor. The Instructor shall indemnify, defend, and hold harmless Babble Buddies, its affiliates, officers, directors, employees, agents, licensors, and representatives (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, claims, demands, damages, costs, fines, penalties, interest, and expenses (including reasonable legal and professional fees) incurred by any Indemnified Party arising out of or relating to:

1. any actual or alleged breach by the Instructor of this Agreement, including any representation, warranty, covenant, or obligation;
2. any actual or alleged violation by the Instructor of any applicable law, regulation, code, or third-party right, including laws relating to child protection, privacy, and intellectual property;
3. the Instructor’s participation in, conduct of, or omission in connection with any Session or interaction with a parent, child, or user of the Platform;
4. any injury or harm, including physical, emotional, or reputational, arising out of or relating to Sessions provided by the Instructor, except to the extent caused by the gross negligence or willful misconduct of Babble Buddies;
5. any claim that any Instructor created content or materials infringe, misappropriate, or otherwise violate the intellectual property rights of any third party;
6. any audit, assessment, reassessment, or other determination by the Canada Revenue Agency, the Internal Revenue Service, or any other tax authority that recharacterizes the relationship between the Instructor and Babble Buddies as an employment relationship or otherwise imposes on Babble Buddies any obligation to withhold, remit, or pay employment-related taxes, source deductions, premiums, or levies; and
7. any claim, allegation, proceeding, or regulatory finding that the relationship between the Parties or the rights granted under this Agreement constitute a “franchise” within the meaning of the Arthur Wishart Act (Franchise Disclosure), 2000 (Ontario) or any similar law in any jurisdiction, and any resulting liability, disclosure obligation, rescission right, damages award, or regulatory penalty.

 

13.2 Notice and Cooperation. Babble Buddies shall provide the Instructor with prompt written notice of any claim for which indemnification is sought and shall reasonably cooperate (at the Instructor’s cost) in the defence or settlement of such claim. The Instructor shall not settle any matter without the prior written consent of Babble Buddies unless the settlement includes a full and unconditional release of the Indemnified Parties and imposes no admission of liability or ongoing obligation on Babble Buddies.

 

14.0 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF BABBLE BUDDIES INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS (COLLECTIVELY, THE “RELEASEES”) FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, OR OTHERWISE—SHALL BE STRICTLY LIMITED TO THE GREATER OF: (1) THE TOTAL AMOUNT OF FEES PAID TO YOU BY BABBLE BUDDIES INC. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (2) FIVE HUNDRED CANADIAN DOLLARS ($500.00).

 

IN NO EVENT SHALL THE RELEASEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY ASSERTED AND SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

 

15.0 Term and Termination

15.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party in accordance with this Section 15 (the “Term”).

 

15.2 Termination Without Cause. Either Party may terminate this Agreement at any time, for any reason or no reason, by providing at least fifteen (15) days’ prior written notice to the other Party. Babble Buddies may, in its discretion, deactivate the Instructor’s Platform access during the notice period.

 

15.3 Termination for Cause. Babble Buddies may terminate this Agreement immediately upon written notice to the Instructor if:

1. the Instructor breaches any material term of this Agreement or any published Platform policy;
2. the Instructor engages in any conduct that, in Babble Buddies’ reasonable opinion, could harm the reputation, safety, or operations of Babble Buddies, the Platform, or any parent, child, or user;
3. Babble Buddies receives a complaint, report, or concern involving safety, misconduct, or inappropriate behaviour by the Instructor, regardless of whether such complaint has been independently verified;
4. the Instructor is convicted of or charged with a criminal offence, or fails a background check required under this Agreement; or
5. any applicable law, regulation, or government authority renders the Instructor ineligible to deliver Sessions under this Agreement.

 

15.4 Suspension. Without terminating this Agreement, Babble Buddies may temporarily suspend the Instructor’s access to the Platform and booking privileges if it reasonably determines that further investigation is required based on a complaint, policy violation, or legal concern. Suspension shall not waive Babble Buddies’ right to later terminate this Agreement for cause.

 

15.5 Effect of Termination. Upon termination of this Agreement for any reason:

1. the Instructor shall immediately cease all use of the Platform and Licensed IP and discontinue offering Sessions under the Babble Buddies name;
2. all licences granted under this Agreement shall automatically terminate;
3. the Instructor shall return or destroy all Confidential Information and personal information obtained in connection with the Platform; and
4. Sections that by their nature are intended to survive (including but not limited to Sections on Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability) shall survive the termination or expiry of this Agreement.

 

15.6 No Compensation on Termination. The Instructor acknowledges that termination of this Agreement shall not entitle them to any compensation, severance, damages, or reimbursement of expenses of any kind, other than amounts earned but unpaid for completed Sessions as of the effective date of termination.

 

16.0 Dispute Resolution and Arbitration

16.1 Good Faith Negotiation. If any dispute, controversy, or claim arises out of or relates to this Agreement, the Parties shall first attempt to resolve the matter through good faith discussions. Either Party may initiate this process by providing written notice to the other Party, setting out a brief description of the issue in dispute.

 

16.2 Binding Arbitration. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days of the notice provided under Section 16.1, the dispute shall be finally resolved by binding arbitration administered by ADR Chambers in accordance with its Simplified Arbitration Rules, or such other rules as the Parties may agree in writing. The arbitration shall be conducted by a single arbitrator and: the seat and legal place of arbitration shall be Toronto, Ontario; the language of the arbitration shall be English; the arbitrator shall have the authority to grant any remedy or relief permitted by applicable law, subject to the limitations set out in this Agreement; and the arbitrator’s decision shall be final and binding and may be enforced in any court of competent jurisdiction.

 

16.3 Costs of Arbitration. Each Party shall bear its own legal costs and an equal share of the arbitrator’s fees and administrative costs of the arbitration, unless the arbitrator determines otherwise.

 

16.4 Interim and Injunctive Relief. Notwithstanding this Section, either Party may apply to a court of competent jurisdiction in Toronto, Ontario for temporary or injunctive relief where such relief is necessary to prevent irreparable harm or to maintain the status quo pending resolution of the dispute by arbitration.

 

16.5 No Class or Representative Actions. The Parties agree that all disputes will be resolved on an individual basis and that neither Party shall bring or participate in any class action, collective action, or representative proceeding against the other.

 

17.0 Governing Law and Jurisdiction

17.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The Parties agree that the courts of the Province of Ontario, sitting exclusively in the City of Toronto, shall have jurisdiction over any matter arising out of or relating to this Agreement that is not subject to arbitration under Section 16. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

17.2 Compliance with Local Laws. The Instructor represents and warrants that they are legally authorized to deliver Sessions in their jurisdiction and shall comply with all applicable federal, provincial, state, or local laws, regulations, and licensing requirements governing the performance of educational, recreational, or care-related services to children and families.

 

17.3 Child Safety and Privacy. Without limiting the foregoing, the Instructor agrees to comply with all applicable laws relating to child protection, mandatory reporting, online privacy, and data security, including any consent requirements for collection or use of personal information of minors in their jurisdiction. Where required, the Instructor shall obtain and maintain any necessary permits, certifications, or clearances to conduct Sessions in accordance with local standards.

 

17.4 Foreign Jurisdictions. If the Instructor operates outside of Canada, they are solely responsible for ensuring compliance with the laws of the jurisdiction in which they deliver Sessions, and for notifying Babble Buddies of any legal or regulatory changes that could impact their eligibility or performance under this Agreement.

 

18.0 Changes to the Agreement

Babble Buddies reserves the right to amend, modify, or update the terms of this Agreement, in whole or in part, at any time. Any changes will become effective fifteen (15) days after written notice is provided to the Instructor, which may be delivered by email or through the Platform.

Continued use of the Platform or delivery of Sessions after the effective date of any such change shall constitute the Instructor’s acceptance of the revised Agreement. If the Instructor does not agree to the revised terms, the Instructor may terminate this Agreement in accordance with Section 15 prior to the effective date of the changes. No amendment or modification to this Agreement shall be binding unless made in accordance with this Section 18 or agreed to in writing by Babble Buddies.

 

19.0 General Provisions

19.1 Entire Agreement. This Agreement, together with any incorporated schedules, policies, or guidelines, constitutes the entire agreement between the Parties with respect to the Instructor’s use of the Babble Buddies Platform and delivery of Sessions, and supersedes all prior and contemporaneous understandings, agreements, representations, and communications, whether oral or written. No verbal statements, promotional materials, or representations made by any employee, contractor, or representative of Babble Buddies shall be binding unless expressly incorporated into this Agreement in writing. Any modification of this Agreement must be made in writing and signed by an authorized representative of Babble Buddies, unless otherwise permitted in accordance with Section 18.

 

19.2 Assignment. This Agreement is personal to the Instructor and may not be assigned, transferred, or sublicensed, in whole or in part, without the prior written consent of Babble Buddies. Any attempt to assign or delegate without such consent shall be null and void and may result in immediate termination of this Agreement without notice. Babble Buddies may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, or purchaser of its business or assets without the Instructor’s consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

 

19.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect. The invalid provision shall be interpreted, to the fullest extent permitted by law, to give effect to the Parties’ original intent.

 

19.4 Independent Status; No Agency. The Parties acknowledge and agree that the Instructor is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary, agency, or employment relationship. The Instructor shall not hold themselves out as an agent, representative, or legal affiliate of Babble Buddies or make any commitments on its behalf. The Instructor shall be solely responsible for their own conduct, compliance with applicable laws, and any obligations arising in connection with their delivery of Sessions.

 

19.5 Force Majeure. Babble Buddies shall not be liable for any delay, failure, or interruption in performance under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control (“Force Majeure”), including but not limited to natural disasters, public health emergencies, power or internet outages, labour disruptions, governmental actions, or civil unrest. If a Force Majeure event prevents performance for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice, without further liability.

 

19.6 Notice Method. All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed duly given if delivered (a) by email to the Instructor’s last known email address on file with Babble Buddies, or (b) through in-Platform messaging or notification systems (if applicable). Notices delivered by email or Platform messaging shall be deemed received on the day they are sent, provided no delivery failure notice is received; if sent after 5:00 p.m. Eastern Time, they shall be deemed received on the next Business Day. The Instructor is solely responsible for maintaining accurate and current contact information, including a valid email address, within their account profile on the Platform. Failure to do so shall not affect the validity of any notice delivered in accordance with this Section.

 

19.6 Survival. The following provisions shall survive the termination or expiry of this Agreement: Sections 4 (Instructor Responsibilities), 6 (Performance Standards and Platform Policies),8 (Taxes), 9 (Independent Contractor Status), 10 (Intellectual Property Rights), 11 (Confidentiality and Data Protection), 12 (Instructor Representations and Warranties), 13 (Indemnification), 14 (Limitation of Liability), 15.5 and 15.6 (Effect of Termination), 16 (Dispute Resolution and Arbitration), 17 (Governing Law), 18 (Changes to the Agreement), and this Section 19 (General Provisions), together with any other provisions which by their nature are intended to survive.

 

IN WITNESS WHEREOF, the parties have executed this Instructor Agreement as of the date set out below the Members’ signature and agree to be legally bound by its terms.