Acceptance

This Master Agreement is incorporated by reference into every Installer Engagement Schedule (IES) signed with Totemian Brandboards Inc. By signing an IES, the Installer accepts and is bound by this Master Agreement as in effect on the date of signing, together with any subsequent amendments adopted in accordance with Section 14.

1. Definitions

In this Master Agreement:

“Totemian”: means Totemian Brandboards Inc. (BC1522220), having its registered office at 1771 Robson Street, Suite 1132, Vancouver, BC V6G 3B7, Canada.
“Installer”: means the natural person identified in an Installer Engagement Schedule, engaged to perform the Services as an independent contractor.
“Services”: means the digital signage installation, removal, and related field activities described in Section 2 and any executed Installer Engagement Schedule, expressly limited by the exclusions in Section 3.
“IES” or “Engagement Schedule”: means an Installer Engagement Schedule signed by Totemian and the Installer that incorporates this Master Agreement by reference and sets out engagement-specific terms.
“Venue”: means a third-party location where the Installer performs Services on behalf of Totemian.
“Electrical Work”: has the meaning given in Section 3.

2. Scope of Engagement

The Services consist of the field installation, basic testing, documentation, and (where requested) removal of Totemian digital signage equipment at Venues, as further specified in each IES. The scope includes, without limitation:

Physical installation of Totemian-supplied displays (typically 43-inch monitors) using wall, ceiling, or stand mounts;
Affixing of mounting hardware (brackets, anchors, screws) to compatible substrates;
Low-voltage and data cable routing and cable-management using cable covers, clips, and raceways;
Connection of the display assembly to an existing, certified, and accessible electrical outlet using the manufacturer-supplied power cord (plug-in only);
Basic post-installation system testing (power-on, internet connectivity, content display verification);
Collection and submission of installation evidence (photographs, short video, completion form);
Hand-over to the designated Venue contact and Totemian Operations.

3. Scope Exclusions — Electrical Work Prohibited

The Installer is not authorized to perform Electrical Work.

The Installer shall not perform, undertake, attempt, or hold itself out as authorized to perform any Electrical Work under this Agreement.

For the purposes of this Agreement, “Electrical Work” means any work classified as electrical work under the Safety Standards Act, S.B.C. 2003, c. 39, the Electrical Safety Regulation, B.C. Reg. 100/2004, or any successor or replacement legislation, including without limitation:

Installation, alteration, repair, removal, or replacement of any electrical wiring, circuit, fixture, outlet, switch, receptacle, junction box, breaker, or distribution panel;
Hard-wiring of any equipment or device to a building electrical system;
Installation of new electrical outlets or extension of existing circuits;
Any work requiring certification as a regulated electrical contractor, a Field Safety Representative (FSR), or an equivalent licensed trade under British Columbia law;
Any work involving voltages or current loads exceeding ordinary plug-in connection to an existing, code-compliant outlet.

The Installer’s only authorized power connection is the manufacturer-supplied plug-in connection of the digital signage equipment to an existing, certified, accessible electrical outlet located within the manufacturer-specified cord length of the installation point.

Stop-Work Obligation. If, at any time, the Installer identifies that completion of an installation would require Electrical Work or any other regulated trade work, the Installer shall (i) immediately cease the affected portion of the work, (ii) leave the site in a safe and secure condition, and (iii) notify Totemian Operations without undue delay. Totemian shall then arrange separate engagement of an appropriately licensed contractor. The Installer shall not resume work at that location until written authorization is provided by Totemian.

4. Installer Qualifications & Compliance

The Installer represents, warrants, and covenants to Totemian, on a continuing basis throughout the term of this Agreement, that:

(a) Right to work. The Installer is lawfully entitled to live and work in Canada and to perform the Services in British Columbia.
(b) WorkSafeBC coverage. The Installer holds, and maintains in good standing throughout the term, one of the following with WorkSafeBC: (i) Personal Optional Protection (POP); (ii) registration as an Independent Operator with active WorkSafeBC coverage; or (iii) a registered sole proprietorship with an active WorkSafeBC account. The Installer shall, upon request and in any event prior to each invoice payment, deliver to Totemian a current WorkSafeBC Clearance Letter confirming the Installer’s account is in good standing.
(c) Licensing — Installer’s sole responsibility. The Installer is solely responsible for identifying, obtaining, holding, and maintaining all licenses, permits, registrations, certifications, and authorizations required by applicable federal, provincial, or municipal law to perform the Services within the scope authorized by this Agreement. The Installer shall not rely on Totemian for any determination as to licensing requirements. The Installer’s failure to hold any required license or registration is a material breach of this Agreement.
(d) Insurance. The Installer holds, and maintains throughout the term, the insurance coverages required under Section 5.
(e) Skill and capacity. The Installer has the necessary skills, training, equipment, physical capability, and personal protective equipment (PPE) to perform the Services safely and in accordance with applicable laws and industry standards.
(f) No conflict. The Installer’s performance of the Services does not, and will not, breach any other agreement, restrictive covenant, or obligation to which the Installer is subject.

Notification. The Installer shall notify Totemian in writing within twenty-four (24) hours of any change, suspension, cancellation, or lapse affecting any of the foregoing representations and warranties. Any such lapse entitles Totemian to immediately suspend or terminate this Agreement and all open Engagement Schedules without liability.

5. Insurance Requirements

The Installer shall, at the Installer’s sole cost, obtain and continuously maintain throughout the term:

(a) Commercial General Liability (CGL) insurance with minimum limits of CAD $2,000,000 per occurrence and CAD $5,000,000 annual aggregate, covering bodily injury, property damage, and personal injury arising from or related to the Services;
(b) Coverage scope. The CGL policy shall extend, without exclusion, to work performed at heights (including ladder work, work on or near ceilings, and overhead installation), to property of others under the Installer’s care, custody, or control, and to contractual liability arising from the indemnity in Section 11;
(c) Additional Insured. Totemian Brandboards Inc. shall be named as an Additional Insured under the CGL policy on a primary and non-contributory basis with respect to the Services;
(d) Cancellation notice. The policy shall require at least thirty (30) days’ prior written notice to Totemian of any cancellation, non-renewal, or material adverse change in coverage;
(e) WorkSafeBC coverage as set out in Section 4(b);
(f) Evidence. Before commencing any Services, and upon each renewal, the Installer shall deliver to Totemian a Certificate of Insurance (COI) evidencing the foregoing, and shall deliver a current WorkSafeBC Clearance Letter on the schedule set out in Section 4(b).

Failure to maintain the insurance coverages required by this Section is a material breach permitting Totemian to immediately suspend or terminate this Agreement, withhold any payment otherwise due until coverage is restored and evidenced, or both.

6. Independent Contractor Status

The Installer is engaged as an independent contractor. Nothing in this Agreement creates, and the parties expressly disclaim, any employment, partnership, joint venture, agency, or fiduciary relationship between Totemian and the Installer. Without limiting the foregoing:

The Installer is not entitled to any employee benefit, including vacation pay, statutory holiday pay, sick leave, severance, termination notice, pension, group benefits, Employment Insurance (EI), or Canada Pension Plan (CPP) employer contributions;
The Installer is solely responsible for remitting all applicable income tax, GST/HST, CPP, and other taxes, premiums, and assessments associated with the Installer’s compensation under this Agreement;
The Installer is not authorized to bind Totemian, to enter into any obligation on behalf of Totemian, or to hold itself out as an employee or general agent of Totemian;
The Installer determines the manner, means, and order of performing the Services, subject only to the deliverable specifications, safety and conduct standards, and scheduling parameters set out in this Agreement and the applicable IES;
The Installer supplies its own tools, PPE, transportation, and general installation equipment, except for items expressly supplied by Totemian (typically the digital signage displays themselves and certain mounting components);
Subject to the confidentiality obligations in Section 8, the Installer is free to perform services for other clients;
Termination of this Agreement gives rise only to payment for completed and approved work in accordance with Section 13; no notice, pay-in-lieu, severance, or compensation beyond such payment is owing.

Mis-classification indemnity. If any court, tribunal, taxing authority, or regulator determines that the Installer should be characterized as an employee of Totemian (or that Totemian is otherwise liable as an employer in respect of the Installer), the Installer shall indemnify and hold Totemian harmless from all resulting income tax, payroll deductions, EI and CPP premiums, vacation and statutory holiday pay, WorkSafeBC premiums, penalties, interest, and reasonable legal costs.

7. Installation Standards & Conduct

The Installer shall perform all Services in a professional, safe, and workmanlike manner, in compliance with applicable laws and the standards set out below.

7.1 Pre-Installation

Confirm the appointment with Totemian Operations and the designated Venue contact no later than twenty-four (24) hours before the scheduled start time;
Review the installation specifications provided by Totemian, including Venue type, mount type, display model, and site notes;
Prepare all required tools, mounting hardware, PPE, and any Installer-supplied consumables;
Arrive at the Venue within fifteen (15) minutes of the scheduled start time, or notify Totemian Operations immediately if delay is unavoidable;
Check in with the designated Venue contact upon arrival;
Conduct a brief site assessment for hazards (uneven flooring, overhead obstructions, restricted areas, occupied or in-use zones) and confirm the suitability of the existing electrical outlet for plug-in connection;
Photograph the installation area, the intended mounting surface, and any pre-existing damage or marks;
Lay drop cloths or protective covering on flooring, counters, or fixtures in proximity to the work zone.

7.2 During Installation

Maintain a professional, courteous demeanor at all times; do not interfere with Venue operations, staff, or customers;
Do not enter back-of-house areas, restrooms, kitchens, storage, or other restricted spaces of the Venue except as expressly authorized by the Venue contact;
Do not discuss Totemian’s business, clients, pricing, or any installation details with Venue customers or unauthorized third parties;
Use only the existing, accessible electrical outlet pre-identified for the installation; do not perform any work outside the authorized scope (see Section 3);
Install mounts strictly in accordance with the mount manufacturer’s specifications, verifying structural integrity, levelness, and load capacity of the mounting surface;
Maintain the work zone in a clean and orderly state throughout the installation.

7.3 Post-Installation

Perform a power-on test, internet connectivity verification, and content-display check of the installed display;
Confirm the physical stability and security of the mount and all hardware;
Remove all packaging, boxes, plastic, foam, dust, drill debris, and other installation by-products from the site;
Sweep or vacuum the immediate work area; wipe down the display screen, mount, and adjacent surfaces;
Capture completion documentation: (i) four (4) photographs of the installed display from different angles, (ii) one close-up photograph of the mount/bracket, (iii) one photograph of the display actively rendering content, and (iv) a short video (15–30 seconds) showing the operational display and surrounding installation area;
Conduct a brief walk-through and sign-off with the designated Venue contact;
Submit the completion package (photos, video, and completion confirmation form) to Totemian Operations through the designated channel within twenty-four (24) hours of installation;
Return any unused Totemian-supplied materials to the warehouse partner as instructed by Totemian Operations.

8. Confidentiality

All non-public information disclosed by Totemian or learned by the Installer in connection with the Services — including Venue identities and addresses, customer lists, project plans, installation procedures, photographs and video taken at Venues, pricing, and any business or technical information of Totemian — is confidential information of Totemian (“Confidential Information”).

The Installer shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely to perform the Services; (c) not disclose, publish, post, share on social media, or otherwise communicate Confidential Information to any third party; and (d) safeguard Confidential Information with at least the same degree of care the Installer uses for the Installer’s own confidential information, and in no event less than reasonable care.

These confidentiality obligations remain in effect throughout the term of this Agreement and for twenty-four (24) months after termination. Any breach permits Totemian to terminate this Agreement immediately and to pursue all legal and equitable remedies, including injunctive relief.

9. Materials, Equipment & Warehouse Access

The Installer shall provide all standard tools, equipment, and general installation materials necessary to complete the Services, including mounting hardware (screws, anchors, brackets, rails), basic cable-management materials (cable covers, clips, raceways), and PPE.

For non-standard materials specifically required for a given installation (e.g., specialized mounts, ceiling-extension hardware), the Installer shall obtain prior written approval from Totemian before incurring any cost. Approved non-standard materials will be reimbursed at the Installer’s documented cost (plus the surcharge, if any, specified in the applicable IES), subject to receipt-based substantiation.

Where Totemian authorizes the Installer to attend Totemian’s designated warehouse partner for equipment pickup or drop-off, the Installer shall (i) coordinate all visits in advance with Totemian Operations, (ii) comply with all rules, safety policies, and access procedures of the warehouse partner, and (iii) submit a brief travel report or receipts for reimbursement of reasonable travel expenses. The Installer is responsible for any loss of or damage to Totemian equipment while in the Installer’s custody during pickup, transit, temporary storage, or installation.

10. Warranty & Re-Work

The Installer warrants that all Services will be performed (a) in a professional and workmanlike manner consistent with industry standards, (b) in compliance with applicable laws and manufacturer specifications, and (c) free from defects in workmanship for twelve (12) months following the date of installation acceptance.

If a defect in the Installer’s workmanship is identified within the warranty period, Totemian may, at Totemian’s option, require the Installer to (i) re-perform the affected Services at no additional charge, including travel, materials, and labour, or (ii) reimburse Totemian for the reasonable cost of remediation performed by a third party. The warranty does not extend to defects caused by Venue activity, third-party tampering, manufacturer defects in the equipment itself, or causes beyond the Installer’s reasonable control.

11. Liability & Indemnification

The Installer shall indemnify, defend, and hold harmless Totemian, its directors, officers, employees, agents, contractors, and clients (including Venues) from and against any and all claims, demands, suits, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

Any act, omission, negligence, or wilful misconduct of the Installer or any person acting on the Installer’s behalf;
Any breach of this Agreement, including breach of any representation, warranty, or covenant;
Any injury to, illness of, or death of any person (including the Installer) arising from or related to the Services;
Any damage to or loss of property (including Venue property and Totemian equipment) arising from or related to the Services;
Any non-compliance with applicable law, including the Safety Standards Act and Electrical Safety Regulation;
Any claim that the Installer should be classified as an employee of Totemian (see Section 6).

This indemnity is independent of, and not limited by, the insurance coverages required under Section 5. The indemnity survives termination or expiry of this Agreement.

12. Limitation of Totemian’s Liability

To the maximum extent permitted by applicable law, Totemian’s aggregate liability to the Installer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the greater of (a) CAD $5,000, or (b) the total amount paid by Totemian to the Installer in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall Totemian be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, business, or opportunity. For clarity, this Section does not limit the Installer’s liability to Totemian.

13. Term & Termination

This Master Agreement commences on the date of the first executed IES and continues until terminated as set out below. Each IES governs a specific engagement (which may consist of one or more individual installations) and is subject to and incorporates this Master Agreement.

Either party may terminate this Master Agreement and any open IES for convenience on fourteen (14) days’ written notice to the other party.

Totemian may terminate this Master Agreement and any open IES immediately, without notice and without liability, upon any of the following: (a) breach by the Installer of Section 3 (Electrical Work prohibition), Section 4 (Qualifications), Section 5 (Insurance), Section 8 (Confidentiality), or Section 11 (Indemnification); (b) lapse, suspension, or cancellation of any required license, registration, insurance, or WorkSafeBC coverage; (c) act of dishonesty, theft, fraud, violence, harassment, or material misconduct by the Installer; (d) insolvency, bankruptcy, or assignment for the benefit of creditors of the Installer.

Upon termination, Totemian shall pay for Services satisfactorily completed and accepted prior to the termination date, in accordance with the applicable IES, and the Installer shall promptly return all Totemian property, equipment, and Confidential Information in the Installer’s possession.

Sections 3, 6 (Mis-classification indemnity), 8, 10, 11, 12, 14, 15, and 16 survive termination.

14. Amendments to this Master Agreement

Totemian reserves the right to amend, modify, supplement, or replace this Master Agreement at any time, in its sole discretion. Amendments take effect thirty (30) days after Totemian (a) emails notice of the amendment, or a summary thereof, to the Installer at the email address last on file, and (b) publishes the updated Master Agreement at the URL identified above (or a successor URL). Continued performance of Services after the effective date of an amendment constitutes the Installer’s acceptance of the amended Master Agreement.

If the Installer does not accept an amendment, the Installer may terminate this Master Agreement by written notice delivered to Totemian within the thirty (30) day notice period, in which case (i) any open IES shall be completed (or, at Totemian’s option, wound down) on the terms in effect immediately before the amendment, and (ii) no further IES shall be issued to the Installer.

For clarity, an amendment does not retroactively alter rates or terms for installations already commenced under an executed IES as of the amendment’s effective date.

15. Governing Law & Dispute Resolution

This Agreement is governed by, and shall be construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach, or termination, shall be finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre (VANIAC) under its then-current rules. The seat of arbitration shall be Vancouver, British Columbia; the language of the arbitration shall be English; and the arbitral tribunal shall consist of one (1) arbitrator. Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction in British Columbia.

The parties agree that any dispute shall be resolved on an individual basis only; class, collective, and representative proceedings are waived to the maximum extent permitted by law.

16. General Provisions

(a) Entire Agreement. This Master Agreement, together with each executed IES, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations. In the event of conflict, the IES prevails over this Master Agreement for the specific engagement it governs.

(b) Notices. Notices to Totemian shall be sent to legal@tribe26.app with a copy to ceo@totemian.ca. Notices to the Installer shall be sent to the email address identified in the IES.

(c) Assignment. The Installer shall not assign or subcontract this Agreement or any IES, in whole or in part, without Totemian’s prior written consent. Totemian may assign freely to an affiliate or to a successor in interest.

(d) Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect; the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving its intent.

(e) No waiver. A failure or delay in enforcing any provision is not a waiver of the right to enforce that or any other provision.

(f) Electronic execution. Each IES may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one agreement.

Totemian Brandboards Inc.

BC1522220 · 1771 Robson Street, Suite 1132, Vancouver, BC V6G 3B7, Canada

totemian.com/legal/isma · v1.0 · Effective May 16, 2026

Installer Services Master Agreement