Legal

Advisor Agreement

Version 1.1. Effective date October 31, 2026.

This Advisor Agreement (the "Agreement") is made between Sellvara Inc. ("Sellvara"), a corporation incorporated under the Canada Business Corporations Act with its registered office at 1074 Balment Ave, Mississauga, Ontario L5E 1N8, and the professional named in Schedule A (the "Advisor"). If the Advisor practises through a firm, the firm named in Schedule A also signs, and "Advisor" includes both the individual and the firm, who are jointly and severally responsible under this Agreement.

Sellvara operates an online marketplace for buying and selling Canadian businesses. This Agreement sets out how the Advisor may join the platform, refer clients, act for clients on their listings and offer professional services, and what each party owes the other.

1. Definitions

"Client" means a person or organization the Advisor refers to Sellvara, acts for on the Platform, or provides Services to through the Platform.

"Client Payment" means an amount a Client pays through the Platform for Services.

"Confidential Information" means all non-public information the Advisor receives through the Platform or from Sellvara, including information about listings, sellers, buyers, Clients, transactions, fees and the Platform itself.

"Delegated Listing" means a seller's listing or test-the-market profile that the seller has delegated to the Advisor on the Platform.

"Engagement" means an agreement between the Advisor and a Client for Services, formed when the Client accepts a Quote.

"Platform" means sellvara.com and the related services operated by Sellvara.

"Platform Commission" means the commission Sellvara keeps from each Client Payment under section 6.4.

"Professional Rules" means the laws, regulations, codes of conduct and practice standards of every professional body that licenses or regulates the Advisor, such as CPA Ontario or the CBV Institute.

"Quote" means the Advisor's offer to provide Services, made through the Platform.

"Referral Fee" means the fee described in section 4.3.

"Referral Record" means Sellvara's electronic record of each referral made through the Platform, including the Advisor, the referred person and the date and time.

"Referred Seller" means a seller who becomes a Client through a valid referral under section 4.2.

"Seller Engagement Agreement" means the agreement a seller signs with Sellvara before listing, which sets out the seller's terms, including any success fee.

"Services" means professional services the Advisor offers or provides through the Platform, such as consultations, exit planning and professional valuations.

"Success Fee Received" means the success fee, excluding taxes, interest and collection costs, that Sellvara actually receives and keeps from a Referred Seller under that seller's Seller Engagement Agreement.

2. Joining the Platform

2.1 Application and approval. The Advisor must apply through the Platform and may act as an advisor only after Sellvara approves the application. Sellvara may approve or decline any application at its discretion, and may verify the Advisor's credentials, licences, standing and insurance at any time.

2.2 Accurate information. The Advisor will keep its application, profile and Schedule A details accurate and complete. The Advisor's profile must not overstate its credentials, experience, results or relationship with Sellvara.

2.3 Changes in standing. The Advisor will notify Sellvara in writing within 5 business days if its licence or membership is suspended, restricted, revoked or made subject to conditions, if it becomes the subject of a disciplinary proceeding or a professional negligence claim related to work on the Platform, or if its required insurance lapses.

2.4 No guarantee. Sellvara does not guarantee that the Advisor will receive any referrals, Clients, Engagements or income.

3. Relationship

3.1 Independent contractor. The Advisor is an independent contractor. Nothing in this Agreement makes the Advisor an employee, partner, joint venturer or agent of Sellvara. The Advisor may not make any statement or commitment on Sellvara's behalf, and may not present itself as Sellvara staff.

3.2 Non-exclusive. This Agreement is non-exclusive. The Advisor may work with other platforms and clients, and Sellvara may work with other advisors.

3.3 Taxes. The Advisor is responsible for its own income taxes, and for registering for, charging and remitting HST and other sales taxes on its Services and any Referral Fee.

4. Referrals

4.1 How to refer. The Advisor refers a seller by submitting the seller's details through the Platform's referral tool. Before doing so, the Advisor must have the seller's permission to share their name, contact details and any notes with Sellvara.

4.2 Valid referrals. A referral is valid only if all of the following are true.

1. The referred seller was not already a registered user of the Platform, and was not already in discussions with Sellvara about listing, when the referral was recorded.
2. The referred seller signs a Seller Engagement Agreement within 12 months after the referral was recorded.
3. The Advisor is named as the referring advisor in that Seller Engagement Agreement.
4. The referred business is not owned in whole or in part by the Advisor, its firm or anyone related to them, unless Sellvara agrees in writing.

If more than one advisor refers the same seller, the earliest valid Referral Record governs, unless the seller names a different referring advisor in its Seller Engagement Agreement.

4.3 Referral Fee. During Sellvara's launch period, Sellvara charges sellers no success fee, so no Referral Fee is payable. Sellvara intends to introduce a success fee and a Referral Fee in the future. When it does, it will give the Advisor at least 30 days' written notice of the Referral Fee terms under the Changes section, and Referral Fees will apply only to success fees Sellvara actually receives after that.

4.4 Adjustments. Once a Referral Fee applies, if Sellvara refunds or reduces a success fee, or a payment is reversed, the Referral Fee is adjusted to match.

4.5 Disclosure and consent. Once a Referral Fee applies, before the Referred Seller signs a Seller Engagement Agreement that includes a success fee, the Advisor will disclose the Referral Fee to the seller in writing and obtain any consent required by the Professional Rules. Sellvara also discloses the Referral Fee in the Seller Engagement Agreement, but the Advisor remains solely responsible for meeting its own disclosure and consent obligations. If the Professional Rules do not allow the Advisor to accept the Referral Fee, the Advisor must tell Sellvara in writing and waive it.

4.6 Buyers. No referral fee is payable for referring buyers.

5. Acting for clients on their listings

5.1 Delegation. The Advisor may act on a listing only after the seller delegates it through the Platform. A seller may remove the delegation at any time, and the Advisor's access ends immediately when it does.

5.2 Authority. On a Delegated Listing, the Advisor acts for the seller and only within the seller's instructions. The seller remains the decision-maker and is responsible to Sellvara for the Advisor's actions on the listing. The Advisor will not approve a buyer, change a listing's status or advance a deal without the seller's instructions.

5.3 Conflicts of interest. The Advisor will disclose to the seller in writing any relationship with, or interest in, a buyer before taking any action about that buyer. The Advisor will not act for both a buyer and a seller in the same transaction without both parties' informed written consent, and then only as the Professional Rules allow. The Advisor will not acquire, or help any related person acquire, a business it has access to through a Delegated Listing without the seller's informed written consent.

5.4 Responsibility for advice. Any advice the Advisor gives a Client is the Advisor's own. Sellvara does not supervise, review or take responsibility for it.

6. Services through the Platform

6.1 Quotes. Each Quote must describe the scope of the Services, the deliverables, the expected timeline and the total price, and state whether HST is included. Before the Client accepts, the Platform shows the Client the price and the Platform Commission.

6.2 The Engagement. When a Client accepts a Quote, the Engagement is a contract between the Advisor and the Client. Sellvara is not a party to it and does not provide the Services. If the Professional Rules require a written engagement letter, the Advisor is responsible for providing one. An engagement letter governs the Services but cannot change the payment terms in this section.

6.3 Payment collection. The Advisor appoints Sellvara as its limited agent to collect Client Payments. A Client's payment to Sellvara satisfies the Client's obligation to pay the Advisor for that amount. The Advisor will not ask a Client to pay it directly for Services quoted on the Platform.

6.4 Platform Commission. Sellvara keeps 10 percent of the price of each Engagement, excluding the Advisor's taxes, plus applicable taxes on that commission. The Platform Commission includes Sellvara's payment processing costs.

6.5 Release of funds. Sellvara holds each Client Payment until the earliest of the Client accepting delivery, 7 days passing after the Advisor marks the Services delivered without the Client raising a concern, and Sellvara resolving the Engagement under section 6.6. Sellvara then pays the Advisor the Client Payment less the Platform Commission, through Stripe, within 7 business days. Funds held by Sellvara do not earn interest for the Advisor.

6.6 Disputes about Services. If a Client raises a concern before acceptance, Sellvara may review the Engagement. The Advisor will respond within 5 business days and provide any information Sellvara reasonably requests. Sellvara will decide, reasonably and in good faith, whether to release the funds to the Advisor, refund the Client in whole or in part, or divide them. Sellvara's decision is final as to the funds it holds, but does not limit any claim between the Advisor and the Client directly.

6.7 Chargebacks and reversals. If a Client Payment is reversed or charged back after Sellvara has paid the Advisor, the Advisor will repay its share within 30 days of a written request, and Sellvara may deduct it from future amounts owed to the Advisor.

6.8 Professional valuations. If Sellvara assigns the Advisor to a request for a human-led valuation, the Advisor will perform it under the applicable valuation standards and Professional Rules, including any independence requirements. Sections 6.1 to 6.7 apply to the Engagement.

6.9 Keeping engagements on the Platform. For 12 months after a Client first contacts the Advisor through the Platform, the Advisor will not accept payment outside the Platform for Services first quoted on the Platform, or encourage the Client to move that work off the Platform to avoid the Platform Commission. This does not apply to anyone who was already the Advisor's client before that first contact. If the Advisor breaches this section, it will pay Sellvara the Platform Commission that would have applied.

7. Professional standards

7.1 Licensing and conduct. The Advisor will hold, throughout this Agreement, every licence, registration and membership needed to provide its Services, and will comply with the Professional Rules and all applicable laws.

7.2 Insurance. The Advisor will maintain professional liability insurance in the amount required by its professional body or, if none is required, at least $1,000,000 per claim, and will provide proof on request.

7.3 Use of Sellvara's name. The Advisor may describe itself as an advisor on the Sellvara platform, but may not suggest that Sellvara endorses, employs or supervises it, or use Sellvara's name or logo in any other way without written consent.

8. Protecting Sellvara's process and fees

The Advisor will not use any Confidential Information, or any introduction made through the Platform, to arrange or help arrange a transaction in a way that avoids Sellvara's confidentiality process or any success fee owed to Sellvara. If the Advisor does so, it forfeits any Referral Fee for that seller and will indemnify Sellvara for the fee lost. This does not stop the Advisor from giving a Client honest professional advice, including advice not to sell or to sell another way, as long as it is not given to help anyone avoid a fee already owed to Sellvara.

9. Confidentiality and privacy

9.1 Confidentiality. The Advisor will keep Confidential Information confidential, use it only to act for its Clients and perform this Agreement, and disclose it only to its own staff who need to know it and are bound by confidentiality. The Advisor is bound by the Buyer Confidentiality, Non-Circumvention and Non-Solicitation Agreement for any listing information it receives on behalf of a buyer.

9.2 Personal information. The Advisor will handle personal information received through the Platform in compliance with applicable privacy law, protect it with safeguards appropriate to its sensitivity, use it only for the purpose it was shared, and return or destroy it when no longer needed for that purpose, subject to any record-keeping required by the Professional Rules.

9.3 Breaches. The Advisor will notify Sellvara at privacy@sellvara.com within 72 hours after becoming aware of any loss of, or unauthorized access to, personal information or Confidential Information received through the Platform, and will cooperate in responding.

9.4 Duration. These obligations last for 3 years after this Agreement ends, and for personal information, as long as the Advisor holds it.

10. Profile and content

The Advisor grants Sellvara a non-exclusive, royalty-free licence to display its name, photo, firm name, logo, credentials and profile on the Platform while this Agreement is in force. Sellvara will not use them in advertising outside the Platform without the Advisor's consent.

11. Term and termination

11.1 Term. This Agreement starts when Sellvara approves the Advisor's application and continues until it ends under this section.

11.2 Ending by notice. Either party may end this Agreement on 30 days' written notice.

11.3 Suspension and termination for cause. Sellvara may suspend the Advisor's access or end this Agreement immediately by written notice if the Advisor materially breaches it, loses or has restricted any licence needed for its Services, fails to maintain the required insurance, acts dishonestly or fraudulently, or creates a serious risk to Clients, users or Sellvara.

11.4 Effect of ending. When this Agreement ends, the Advisor's profile is removed and all delegated access ends. Sellvara will continue to pay Referral Fees for valid referrals made before the end date, unless it ended this Agreement under section 11.3 for fraud, dishonesty or a breach of section 4.5, 5, 6.9 or 8. For any Engagement not yet delivered, the Advisor will either complete it or agree with the Client to end it, and Sellvara may refund the Client from funds it holds.

12. Liability and indemnity

12.1 Disclaimer. Sellvara provides the Platform "as is" and does not guarantee that any listing, transaction or Client payment will happen, except that Sellvara will pay out Client Payments it has actually received as this Agreement requires.

12.2 Limitation. To the maximum extent permitted by law, Sellvara is not liable for any indirect or consequential loss or lost profits, and its total liability under this Agreement is limited to the greater of the Platform Commissions Sellvara kept from the Advisor's Engagements in the 12 months before the claim and $1,000. This does not reduce any Referral Fee or payout Sellvara owes under sections 4.3 and 6.5, or limit liability for fraud or wilful misconduct.

12.3 Indemnity. The Advisor will indemnify Sellvara and its directors, officers, employees and shareholders for all claims, losses, costs and reasonable legal fees arising from the Advisor's Services or advice, its breach of this Agreement or the Professional Rules, any inaccurate statement in its profile, or its handling of personal information.

13. General

Terms of Service. Sellvara's Terms of Service apply to the Advisor's use of the Platform. If they conflict with this Agreement, this Agreement governs.

Records and statements. Sellvara will give the Advisor a copy of its Referral Records and a statement of amounts paid on request. The Advisor must raise any disagreement about a payment in writing within 60 days after receiving the related statement.

Changes. Sellvara may change this Agreement on 30 days' written notice. A change to the Referral Fee percentage does not apply to referrals recorded before the change takes effect, and a change to the Platform Commission does not apply to Quotes accepted before it takes effect. If the Advisor does not agree to a change, it may end this Agreement before the change takes effect.

Governing law and disputes. This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. Before starting any legal proceeding, a party must give the other written notice of the dispute, and both must try in good faith to resolve it within 30 days. If it is not resolved, the courts of Ontario have exclusive jurisdiction, including the Small Claims Court where the amount claimed is within its limit.

Notices. Notices must be in writing. Notices to the Advisor may be sent to the email address in Schedule A, and notices to Sellvara to legal@sellvara.com. An email notice is received on the business day it is sent, or the next business day if sent after 5 p.m. Toronto time.

Entire agreement. This Agreement, its schedules and the Terms of Service are the entire agreement between the parties about the Advisor's participation on the Platform.

Severability. If any part of this Agreement is found unenforceable, it is severed and the rest remains in effect.

Assignment. The Advisor may not assign this Agreement without Sellvara's written consent. Sellvara may assign it to an affiliate or to a successor in a merger, reorganization or sale of its business.

Survival. Sections 4.3, 4.4, 6.5 to 6.9, 8, 9, 11.4, 12 and 13 survive the end of this Agreement.

Independent advice. The Advisor confirms it has read and understands this Agreement and has had the opportunity to obtain independent legal advice.

Electronic signature. This Agreement may be signed electronically and in counterparts, and an electronic signature has the same effect as a handwritten one.

Schedule A. Advisor details

Schedule B. Fee summary and examples

Acknowledgments and signatures

The Advisor confirms each of the following by initialling.

• I understand that no Referral Fee is payable during the launch period, and that once one applies I will disclose it to each referred seller in writing and obtain any consent my Professional Rules require.
• I understand that Sellvara keeps a 10 percent Platform Commission on every Engagement, and that I may not take payment off the Platform for work first quoted on it.
• I am solely responsible for my professional advice, Services and compliance with my Professional Rules.