Terms of Service

This website and the products, services and materials available by way of this website (“DealTrack”) are operated by DealTrack Inc (“DealTrack” or “we” or “us”). Accessing or using DealTrack constitutes your agreement to abide by these DealTrack Terms of Use (“Terms of Use”). If you do not agree to these Terms of Use, you should not use DealTrack.

1. DEFINITIONS: IN THESE TERMS OF USE:

Administrator	means an individual that is identified as such within DealTrack
Account Holder	means the person, law firm or other entity ultimately responsible for a DealTrack account
Business Day	means any day of the year, other than a Saturday, Sunday or statutory holidays in Ontario
Contact Details	means all names, addresses, phone numbers, fax numbers, emails and other business contact details uploaded to DealTrack by the Account Holder or its Administrator or Users
Content	means all data, information, materials, and documents that the Account Holder or its Administrator or users upload to DealTrack, but does not include Contact Details
Credentials	means user id, password, security questions and security answers
DealTrack Group	means DealTrack and its affiliates and their respective suppliers, directors, officers, employees, contractors, agents and representatives
Materials	means all data, information, materials, templates and documents on DealTrack, including Contact Details, but excluding your Content
Professionals Database	means the database of business contact information pertaining to professionals available through DealTrack and populated with Contact Details provided by users of DealTrack, including by Account Holder or its Administrator or Users; and
User	refers to an individual who accesses DealTrack services under the Account Holder’s account

2. DealTrack

2.1. Under these Terms of Use, we will provide you with access to the service features of DealTrack (each a “Service Feature” and collectively the “Services”). Additional terms and conditions may apply to specific Service Features and such terms: (a) will be presented to you before you gain access to the applicable Service Feature for acceptance; or (b) are set out in SCHEDULE A, as updated by us from time to time. You agree to comply with any additional terms and conditions relating to applicable Service Features set out in SCHEDULE A or presented to you before you gain access to the applicable Service Feature. All Service Features will be provided in accordance with the then current documentation found on the DealTrack platform. Should DealTrack not operate in all material respects substantially in conformance with its documentation, as updated from time to time, we will use our best efforts to repair DealTrack.

2.2. We reserve the right to add, amend, remove or augment Service Features and Materials at any time. The User agrees that we may, from time to time and at our sole discretion, amend or supplement these Terms of Use on 10 days’ notice to the Account Holder and Users, including without limitation, by email, electronic notice or by posting any amendments on the DealTrack website. Please ensure sure you keep your email address updated with us and that any browser pop up blocker you use does not block these pop-up notifications. The User is advised to periodically check the DealTrack website so that it will be aware of such amendments. Notwithstanding the foregoing, we will not amend its commitments in Section 8 in a way that will result in greater Content use rights; a reduction of commitments or liability in relation to the Content; nor a change in Content ownership without providing you at least 90 days prior notice.

2.3. We will use reasonable efforts to ensure that DealTrack is available 24x7x365 except during maintenance window periods as required from time to time. We will use reasonable efforts to provide you with notice of planned maintenance activities in advance. We will use commercially reasonable efforts to schedule DealTrack maintenance for weekends and other off-peak hours. If we feel your use of DealTrack is exceeding reasonable storage, bandwidth, access or other such limits, we reserve the right to cap your usage of DealTrack to reasonable limits.

2.4. The planned maintenance windows for DealTrack are: (i) Monday to Thursday 10pm to 6am ET and (ii) Friday 10 pm to Monday 6am and (iii) statutory holidays. Emergency and unplanned urgent maintenance activities will be performed as and when needed; provided that we will use reasonable efforts to provide you with advance notice of such maintenance and schedule such maintenance in a manner to minimize the impact to DealTrack when required to be performed outside of the planned maintenance windows. Notwithstanding the foregoing, we make no warranties as to the availability of DealTrack or that all DealTrack related issues will be resolved.

2.5. There may be links within DealTrack which will enable you to leave DealTrack and connect directly to third party sites. We are providing these links only as a convenience. These linked sites are entirely independent of DealTrack, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by us of any such site or entity, or its respective information, publications, products or services. We will not be responsible for the contents of any site linked to DealTrack or for any link contained in a linked site. When linking to a third party site, you are leaving the privacy coverage of DealTrack and are subject to the privacy coverage of the third party site. We do not guarantee that the third party website privacy statement is the same or contains the same privacy statement as DealTrack.

2.6. You acknowledge and agree that you may be required to agree to additional third party terms and conditions not set out in this Terms of Use in order to take full advantage of certain features of DealTrack and certain services that may be accessed through DealTrack. We shall have no responsibility or liability for such third party features, which shall be subject to the agreements between you and the applicable third party provider. You agree that we are permitted to share Content with such third party providers so as to permit such third parties to provide such services to you.

2.7. You are solely responsible, at your expense, for acquiring, maintaining and updating all equipment, computers, software and communication services that are required to access and use the Services.

3. SECURITY

3.1. We have implemented and will maintain and follow appropriate physical, technical and organizational measures intended to protect your Content against accidental, unauthorized or unlawful access or disclosure, including without limitation, operational security, encryption, access control, identity management, threat management, logging and network security. Your Content will only be made available to those limited people at DealTrack or its affiliates that need access in relation to the Limited Purpose (defined in Section 8.6). We will promptly notify you of any security incidents involving your Content. Except for Content generated, stored and/or shared using third party features (which shall be governed by such third party’s terms and conditions as set out in Section 2.6), your Content will be stored and backed-up at data centres located in Canada. Content we share with third party providers that offer features and services by way of DealTrack may be stored outside of Canada by such third party providers and will be subject to such third party’s security and privacy policies once in their possession and we encourage you to review such policies to ensure you are comfortable with their contents prior to using such features and services. Any information we collect by way of the DealTrack will be done using a valid Secure Socket Layer certificate from a reputable source. All payment card information transmitted, processed or stored by way of DealTrack will be in accordance with the Payment Card Industry Data Security Standard.

3.2. While we are committed to protecting the security of DealTrack, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Account Holders, Administrators and Users are responsible for implementing adequate firewall, password and other security measures to protect their respective systems, data and applications from unwanted intrusion, whether over the internet or by other means. You agree not to attempt to violate the security of DealTrack, including without limitation, (i) by attempting to log into an account which you are not authorized to access; or (ii) by attempting to interfere with the Services and DealTrack through means of a virus, by overloading a server or by any other means.

4. TERM AND TERMINATION:

4.1 These Terms of Use shall remain in full force and effect until terminated in accordance with this Agreement (“Term”).

4.2 These Terms of Use can be terminated by:

(a) either party in its own discretion by giving the other party at least ten (10) business days’ notice (the “Termination Notice); or

(b) by us where:

(i) the Account Holder has failed to pay any amount past-due under these Terms of Use or if the account used by the User is regularly overdrawn or deposits to or debits from such account regularly result in a NSF situation;

(ii) the Account Holder, Administrator or a User has failed, or we reasonably suspect such failure, to comply with any of the terms and conditions of these Terms of Use;

(iii) you become bankrupt or insolvent, make an assignment for the benefit of its creditors, or where a receiver is appointed under any instrument or over any assets of, or an order is made or resolution passed for your winding up;

(iv) your permission to use DealTrack has been suspended under Section 4 and has not been reinstated within 180 days following the suspension;

(v) you die or become incompetent; or

(vi) we cease to provide the Services.

4.3 Upon issuance or receipt of a Termination Notice, DealTrack shall calculate the balance of the Account Holder’s payment account and determine in a report (the “Accounts Summary”), a return of funds (if any) or balance owing by the Account Holder. Any such payments or refunds shall be made within 10 days from receipt of the Accounts Summary.

4.4 Upon termination of these Terms of Use you agree to immediately cease use of DealTrack. You acknowledge that upon termination of these Terms of Use or any rights granted hereunder, we may terminate any Credentials previously provided to you; provided that for up to 30 days following the Termination, upon you request, we will provide you with a copy of your Content, at your expense, in machine readable form. Following such 30-day period, we reserve the right to delete your account and Content in the normal course of operation. You acknowledge that Content cannot be recovered once deleted. Upon termination of these Terms of Use, you agree to pay us any outstanding fees owing from your use of DealTrack in accordance with Section 6.

5. ACCOUNTS

5.1. In order to use DealTrack, the Account Holder must first set up an account by providing us with accurate and complete registration information and designating an Administrator. The Administrator is responsible for:

(a) adding, changing and deleting the list of Users authorized to use an account; and

(b) maintaining up to date account information. If we determine that account information is not up to date, we reserve the right to update such information. The Account Holder is responsible for all usage and activities under its account and is responsible for ensuring use by its Administrator and Users complies with these Terms of Use.

5.2. Each Administrator and User must have separate Credentials. Each Administrator and User agrees:

(a) to designate its own Credentials;

(b) to safeguard against disclosure and not disclose their Credentials to anyone else;

(d) be responsible for all activity under its Credentials;

(e) to immediately de-activate any Credentials for Users that are no longer permitted to access the Services (e.g. termination of employment); and

(f) to notify us immediately if you become aware or suspect that your Credentials have been compromised.

5.3. The Account Holder agrees it is ultimately responsible for all activity under Administrator and User Credentials and agrees to notify us immediately upon becoming aware or suspects that any Credentials have been compromised.

5.4. We have the right to temporarily suspend access to an account or to DealTrack or use of any Credentials: (a) if an event that would permit DealTrack to terminate the Terms of Use has occurred; (b) if we believe, acting reasonably, that the account or Credentials have been compromised; (c) if we believe your use of DealTrack poses a security risk to DealTrack or any third party; or (d) during DealTrack maintenance. A suspension does not constitute termination of these Terms of Use and the suspended Account Holder or User shall continue to be bound by these Terms of Use during the period of such suspension. A suspended Account Holder, Administrator or User may not access DealTrack through the use of another account or another person or entity’s Credentials.

5.5. In order to use DealTrack, each User is required to provide a trusted cell phone number (“Trusted Cell Number”) for User identity validation purposes. DealTrack will not use a Trusted Cell Number for any purpose other than as part of DealTrack authentication processes.

6. FEES AND INVOICING

6.1. Fees will apply in order to initiate certain files (including searches and purchase, sale, and mortgage transactions) or to create certain records (including estate, will, or corporate records) using DealTrack (each a “Transaction”) and are the responsibility of the Account Holder. These fees are subject to change from time to time at our discretion.

6.2. Additional fees may apply in order to access other DealTrack and third party products and services offered by way of DealTrack and are the responsibility of the Account Holder. These additional fees are not included in the Transaction fee referenced in Section 6.1 of these Terms of Use. These additional fees are subject to change from time to time at the discretion of DealTrack or the third party provider.

6.3. You will only use each file or record in relation to the single transaction or entity for which it was originally purchased. You are required to create a new Transaction for each search and purchase, sale, mortgage transaction, or similar transaction and a new record for each estate, will or corporate record processed using DealTrack. Users that do not abide by this condition are subject to having their access to DealTrack suspended or terminated immediately by us.

6.4. Depending on the Service Feature, you may pay for fees in advance, by pre-loading your DealTrack account using your credit card, or monthly in arrears. Where payment is made monthly in arrears, you will receive an invoice from us at the end of the applicable monthly payment period. You agree to pay the fees within 30 days from the date of invoice. Any fees not fully paid within 30 days shall accrue interest at the lower of 18% per annum (1.5% per month) and the highest rate of interest provided by and allowed by applicable law, until paid in full.

6.5. Fees and details of the services rendered to you and the customer are clearly outlined in Schedule B.

7. REQUIREMENTS AND RESTRICTIONS

7.1. For the Term, you are granted a non-exclusive right to use access and use DealTrack, including the Materials for internal use only for the purpose of providing services to your or the Account Holder’s clients.

7.2. Except as otherwise expressly provided in these Terms of Use, the Account Holder must:

(a) ensure that Users understand and comply with its obligations under these Terms of Use, including with respect to applicable laws, and take all reasonable steps to ensure User’s compliance through policies and training as needed;

(b) immediately notify us of any suspected breach of these Terms of Use by the Account Holder, its Administrators or its Users; and

(c) comply with all obligations or restrictions: (i) regarding the use of DealTrack as we may communicate from time to time; and (ii) imposed by third party solution providers that may be applicable to your use of the Services.

7.3. You agree you will not, nor assist any third party to: (a) sub-license or otherwise share your access to DealTrack; (b) add to, delete from, update, modify, tamper with, alter, reverse engineer, translate, decompile, disassemble or attempt to do any of the foregoing in any way DealTrack or Materials; (c) infringe any copyright, patent, trade-mark or trade secret of DealTrack or its third party Service providers; (d) use DealTrack in a service bureau, bulk sales, computer service or timesharing business; (e) use DealTrack to create a database in electronic or other format or for the purposes of data aggregation or dissemination; (f) resell or otherwise commercially exploit DealTrack or any Materials; (g) copy, extract, reproduce, republish, upload, post, transmit, frame or distribute the Materials in any way or by any means whatsoever, except as otherwise expressly permitted in these Terms of Use, provided all copyright and other proprietary notices, if any, are maintained; (h) use Credentials, an Account, DealTrack or the Materials in connection with the commission of any criminal act or any act otherwise contrary to law or regulation; (i) take any action that imposes, or may impose an unreasonable or disproportionately large load on DealTrack’s infrastructure; (j) attempt to gain unauthorized access to DealTrack; (k) use DealTrack to store or transmit content that infringes on any person’s intellectual property rights; (l) use DealTrack in any manner that interferes with or disrupts the integrity or performance of DealTrack; (m) use DealTrack to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (n) use any automated or semi-automated process, system or software to access and use the Service or collect information from DealTrack.

7.4. We reserve the right to charge, upon notice to you, for Content storage that exceeds specified storage limits. You will be notified of the potential for any such increased storage costs in advance and will be given the opportunity to bring your usage within specified storage limits or elect to pay the increase Content storage fees.

7.5. For the Term, you are granted a non-exclusive right to use access and use DealTrack, including the Materials for internal use only for the purpose of providing services to your or the Account Holder’s clients.

7.6. Educational Use. Where the Account Holder is a DealTrack approved educational institution (“Educational Institution”), the following additional or alternative terms and conditions shall also be applicable:

(a) The Account Holder acknowledges and agrees that the instance of DealTrack of provided for use will be a training version and, as such, may have more limited Service Features than other instances of DealTrack.

(b) The Account Holder is responsible for setting up an Administrator by contacting us. The Account Holder must contact us to update or change its Administrator. The Account Holder’s Administrator shall be responsible: (i) for setting up and managing all Users; (ii) suspending any Administrator or instructor-type User who fails to certify or re-certify as required; (iii) suspend all student-type User who ceases to be a student; and (iv) suspend all student-type Users at the end of each semester.

(c) Users under the Account Holder’s account shall consist of students registered with or engaged by the Educational Institution.

(d) The Account Holder’s Administrator and instructor-type Users must successful complete certified training before being provided access to DealTrack and re-certify annually to be permitted to retain such access.

(e) DealTrack customer support will only provide technical support to instructor-type Users. We will not provide technical support to students-type Users. Instructor-type Users are responsible for providing all required support to student-type Users.

(f) The Account Holder, the Administrator and the Users acknowledge and agree that “internal use purposes” as

(g) referenced in Section 7.1 shall consist of internal educational purposes only. No monetary, commercial or other use of DealTrack or its Materials is permitted. The Account Holder is responsible for advising and binding in writing its Administrator and Users of the use rights and restrictions applicable to DealTrack and taking reasonable measures to ensure their compliance with such rights and restrictions.

(h) Notwithstanding anything to the contrary in these Terms of Use, DealTrack and all it Materials are provided on an “as is, as available” basis , without any other warranties, representations or conditions, express or implied, including, without limitation, warranties or conditions of non-infringement of third party rights, accuracy, correctness, completeness, effectiveness, currency, merchantability, fitness for a particular purpose, reliability, security, operation free of interruption, technologically harmful intrusions, Denial of Service attacks, viruses or other errors or events caused by or introduced through the internet, or those arising by usage of trade or course of dealing.

(i) In addition to any termination rights elsewhere in these Terms of Use, we can terminate these Terms of Use and your right to use DealTrack and its Materials on 30 days’ prior written notice.

(j) The following Sections of these Terms of Use shall not be applicable to Educational Institution-type Account Holders or their Administrators or Users: Sections 3.1 (notification of breach provisions) and 6.

8. CONTENT

8.1. You are responsible for the verification of the contents, accuracy and quality of any Content uploaded to DealTrack and its fitness for its intended purpose. You acknowledge that we shall have no liability to the Account Holder, an Administrator, a User, a client or any third party with respect to any damages resulting from inaccurate Materials or Content. Although we try to ensure that DealTrack, the Materials and Professionals Database are accurate, you agree that we have no liability for the accuracy, completeness, quality or correctness of DealTrack, the Materials or the Professionals Database.

8.2. The User is responsible for creating and retaining any backup copies of Content as the User may require. You agree that we reserve the right to remove (or have removed) from its servers any Content which it believes, in its sole discretion, may damage any member of the DealTrack Group or expose any member of the DealTrack Group to liability, and you authorize us and our authorized representatives to effect such removal and consent to such removal. You agree that we shall not be liable for, and waive any claim arising from, any such Content removal.

8.3. Upon request, we shall either provide you with a copy of the Content stored using the Services or allow you to access and download such Content in a commonly used machine readable form. Depending on the nature and volume of the request, additional fees may apply, to be charged on a time and materials basis.

8.4. You represent and warrant:

(a) You have obtained meaningful consent from the applicable individual or entity for the collection, use and disclosure of Content consisting of personal information as defined in applicable Canadian and provincial privacy laws;

(b) Content does not and will not infringe any copyright, patent, trade-mark, trade secret or other proprietary rights or rights of publicity or privacy;

(d) Content is not, and will not be, defamatory, trade libelous, obscene or pornographic; and

(e) Content has been are subjected to firewalls, password and other industry appropriate security measures to limit viruses and other harmful or deleterious programming routines.

8.5. We strongly discourage you from including any credit card details or other highly confidential information in the Content and strongly advise you exclude or redact such information. You agree to indemnify the DealTrack Group in respect of any third party claims relating to any Content, except where those claims arise due to our gross negligence or intentionally wrongful conduct.

8.6. You grant us and our affiliates the right to store your Content and use it to provide you with Services and support of those Services (the “Limited Purpose”). Except as required by law, unless if receives your written permission, DealTrack will not use your Content other than as necessary to achieve the Limited Purpose.

8.7. We shall not disclose the Content to any person except to its and its affiliates’ employees, contractors and agents (the “Representatives”) having both a need to know to accomplish the Limited Purpose and an obligation of confidentiality. The foregoing obligation of confidentiality and restrictions on use hereunder shall not apply to Content: (a) known to DealTrack before receipt from the Licensee, without a duty of confidentiality; (b) generally available to the public (or becomes so), unless due to our breach; (c) received by us from a third party without a duty of confidentiality; or (d) is independently developed by or for us without any use of the Content.

8.8. It shall not be considered a breach of these Terms of Use if we disclose Content as required by law; provided that we: (a) where permitted by law, give Licensee written notice promptly upon receipt of a disclosure requirement and before the disclosure is made; (b) take reasonable actions and provide reasonable assistance to the Licensee to secure confidential treatment of the Content; and (c) disclose only such Content as is required by law.

8.9. We will logically separate your Content from our own data and the data of other DealTrack customers. If you do not use the Service for a period of 365 days, we may delete your Content; provided that deletion of your Content from all backup servers may not be completed until up to 45-days after the end of the 365 day period. At any time during the term of these Terms of Use, you may request that your Content be deleted and we will delete your Content, including from all backup servers, within 45 days of your request.

8.10. Notwithstanding anything to the contrary in this Section 8, you acknowledge and agree that we have the right generate and utilize anonymized and aggregated data related to the transactions conducted and facilitated through DealTrack (“Aggregated Data”) and that we shall own all right, title and interest in such Aggregated Data. We use Aggregated Data for business related activities, including business analysis, support and analytics. We shall ensure that its obligations of confidence and compliance with its commitments to privacy are maintained in its creation and use of Aggregated Data.

9. APPLICABLE LAWS

9.1. You are responsible for compliance with local laws to the extent they are applicable and you agree to comply with all applicable laws with respect to your use of DealTrack. You acknowledge you are responsible for ensuring your use of DealTrack and any Materials complies with applicable laws, including Canadian privacy laws and Canada’s Anti-Spam Law (“CASL”), as it may be amended from time to time, and with any other applicable rules and regulations of the Canadian Radio-television and Telecommunications Commission and any similar or replacement body with authority to administer and enforce CASL.

9.2. Each party shall:

(a) reasonably cooperate with the other party in order to assist such party in complying with its obligations under applicable law; and

(b) comply upon reasonable notice from the other with all governmental requests relating to the subject matter of these Terms of Use directed to either us or you and provide all information and assistance reasonably necessary to comply with the governmental request.

9.3. Personal information that forms part of the Content will be stored by us in an encrypted manner and treated in accordance with all applicable Canadian and provincial privacy laws.

10. PROFESSIONALS DATABASE

10.1. The Service provides access to the Professionals Database, which is populated with Contact Details from users of the DealTrack platform. Users have the ability and obligation to maintain their current and correct Contact Details through the Services. When a lawyer inputs third party Contact Details, such details are added to the Professionals Database. If we determine that any Contact Details not up to date, we reserve the right to update such Contact Details. You must only include publicly available business contact information in the Contact Details added into the Professionals Database and represent and warrant that you shall not include any personally identifiable information into the Professionals Database that is not business contact information.

10.2. Through DealTrack, Users can update their own Contact Details or suggest changes to the Contact Details of other lawyers in the Lawyer’s Database. Users agree to always keep their own Contact Details accurate and up to date in the Professionals Database.

10.3. You agree that if you upload any Contact Details to DealTrack, you represent and agree that you have the right to do so and that we may make those Contact Details available to other users of DealTrack. For clarity, contact information of clients or non-lawyers shall not be published or shared with users of DealTrack by us.

10.4. You may only use the Contact Details from the Professionals Database for the purposes of populating Materials, corresponding with opposing counsel, transactions conducted using DealTrack, and exercising your rights and obligations under these Terms of Use and for no other purpose. You shall not use the Contact Details for the purpose of sending any marketing or advertising materials or any “Commercial Electronic Messages” as such term is defined in CASL.

11. INTELLECTUAL PROPERTY

11.1. We own all right, title and interest in and to the Services, DealTrack and the Materials (including Contact Details housed in the Professionals Database) and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights, for any of the foregoing embodied therein and you may not use same except as explicitly permitted in these Terms of Use.

11.2. Certain names, words, titles, phrases, logos, icons, graphics or designs or other content on DealTrack are trade names or trade-marks owned by us, or trade names or trade-marks licensed to it. The display of trade-marks and trade names on the DealTrack does not imply that a license of any kind has been granted to anyone else and you may not use same except as explicitly permitted in these Terms of Use.

11.3. You agree that if you send us suggestions, ideas or other information regarding DealTrack or the Materials we are entitled to unrestricted use of the feedback for any purpose whatsoever, without compensation to you.

11.4. As between the parties, you retain all right, title and interest in and to the Content, other than the rights specifically granted to us herein.

11.5. The parties will each obtain all lisences, authorizations, approvals and certifications necessary to provide and receive the Services, as applicable, in compliance with all Applicable Laws, and will pay all expenses as are necessary for it to do so.

12. INDEMNITY

12.1. The Account Holder, the Administrator and the User (as appropriate) shall indemnify and hold the DealTrack Group harmless from any costs, damages, losses or expenses that any member of the DealTrack Group may suffer: (a) as a result of, or in connection with, any claim asserted by a third party against any member of the DealTrack Group, in connection with any unauthorized, improper or illegal use of Accounts, DealTrack, the Materials or data by the Account Holder or the User or committed under their Account, or (b) due to any breach of these Terms of Use by the Account Holder, Administrator or User.

12.2. You agree you will not use DealTrack in any application or situation where DealTrack’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”) and you agree to indemnify the DealTrack Group from any third-party claim arising out of your use of DealTrack in connection with any High Risk Use.

13. LIABILITY

13.1. Our maximum aggregate liability to Account Holder, its Administrator and a User under these Terms of Use, for any claim whatsoever relating to these Terms of Use, an account, the Materials or any other product or services (including, but not limited to, password reset, customer support and technical support services) provided under these Terms of Use whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the lesser of: (a) the charges paid under these Terms of Use in relation to the claim matter in the 6 months preceding the claim date; and (b) ten thousand Canadian dollars ($10,000).

13.2. In no event, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will we be liable to the other under these Terms of Use for: (i) any indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or lost profits; even if we have been advised of the possibility of such damages in advance.

13.3. Notwithstanding Sections 13.1 and 13.2, nothing in these Terms of Use shall limit your liability with respect to breaches of confidence, fraud, willful misconduct or a your indemnification obligations.

14. WARRANTIES

14.1. Account Holder represents and warrants that the individual it assigns to be its Administrator is at least 18 years of age, has the requisite authority to bind the Account Holder in respect of the matters under these Terms of Use and has been designated by the Account Holder to perform administrative tasks in relation to a DealTrack account. The individual that identifies the Administrator represents and warrants that they have the authority to do so.

14.2. Each party represents and warrants that it shall comply with all laws applicable to it pertaining to its performance of its obligations under these Terms of Use.

14.3. Except for the express warranties provided above, we make no warranties with respect to accounts, DealTrack, the Materials or any other products or services, including, but not limited to, password reset, customer support and technical support services, provided pursuant to these Terms of Use. The Services, DealTrack, accounts, and the Materials, and any other products and services, including, but not limited to, password reset, customer support and technical support services, are provided on an “as is” basis, without any other warranties, representations or conditions, express or implied, including, without limitation, warranties or conditions of non-infringement of third party rights, accuracy, correctness, completeness, effectiveness, currency, merchantability, fitness for a particular purpose, reliability, security, operation free of interruption, technologically harmful intrusions, Denial of Service attacks, viruses or other errors or events caused by or introduced through the internet, or those arising by usage of trade or course of dealing.

15. PRIVACY AND USAGE

15.1. You acknowledge that we may collect and send statistical information about the occurrence of certain events within DealTrack relating to your use of DealTrack (“Event Information”) and that we may use this information for our internal business purposes, including without limitation, for billing, to measure and understand the behavior and preferences of our customers, to troubleshoot technical problems, to enforce these Terms of Use, and to ensure proper functioning of DealTrack. You agree that you will not interfere or attempt to interfere with the collection and transmission of such information.

15.2. Information collected from use of an account, use of DealTrack and the Services is subject to our privacy policy accessible at https://DealTrack.doprocess.com/login/privacy-policy, as amended from time to time without notice, which is incorporated herein by reference (the “Privacy Policy”). We will primarily use your personal information for the purposes of providing you with access to DealTrack; however, we may also use it as set out in the privacy policy and as follows: (i) for the development, enhancement, marketing and/or provision of products and services; (ii) for administrative, data back-up, or processing purposes; (iii) for the purposes of statistical and market analysis; and (iv) to meet contractual reporting and audit obligations to suppliers whose products form part of or are otherwise related to DealTrack. In addition to those disclosures set out in the privacy policy, we may disclose any of your personal information to: (i) suppliers of services or products purchased by you through DealTrack in relation to such purchases; (ii) our affiliates, partners and subcontractors that carry out certain functions for or provide certain services to us; and (iii) any law enforcement authority or regulator having jurisdiction (including, without limitation, your governing law society), in connection with any investigation by any of them relating to the Account Holder, Administrator or a User’s use of DealTrack or the Materials. In order to operate effectively, our collection, storage and use of information may involve transfers of personal information from Canada to another country. You acknowledge that it may be necessary for us to transfer personal information to someone in another country and you consent to such transfer.

15.3. A cookie is a small piece of information sent by a web server to a web browser, which enables the server to collect information from the browser. Find out more about the use of cookies on http://www.cookiecentral.com. DealTrack uses cookies to identify you when you use DealTrack and to keep track of your browsing patterns and build up a demographic profile. Our use of cookies also allows registered users to be presented with a personalized version of the site, carry out transactions and have access to information about their account. Most browsers allow you to turn off cookies. If you want to know how to do this, please look at the help menu on your browser; however, switching off cookies may restrict your use of some features of DealTrack.

16. GENERAL

16.1. Any provision of these Terms of Use intended to survive the termination of these Terms of Use, or any parts thereof, shall survive such termination.

16.2. You acknowledge and agree that these Terms of Use, and any disputes related thereto, shall be interpreted in accordance with the laws in force in the Province of Ontario, Canada and you attorn to the jurisdiction of and agree to bring any actions exclusively in the courts of Ontario, save and except of injunctive relief which may be sought in any jurisdiction deemed appropriate.

16.3. Neither you nor us shall be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of related services or other necessary licenses), wars, terrorist actions, natural disaster, labour disruptions, insurrections or any other cause beyond the reasonable control of the party whose performance is affected.

16.4. During the term of these Terms of Use and for 6 months after their termination, we may, upon reasonable prior written notice, during normal business hours, inspect your materials and records relating to your use of accounts, DealTrack and the Materials and compliance these Terms of Use. We will keep confidential, and not disclose, information concerning the business and affairs of the Account Holder, Administrator and User. Notwithstanding the foregoing, upon notice to us: (a) you are permitted to redact materials and records to be provided as part of such audit as reasonably required to protect personal health information or personal information when required by applicable laws; and (b) Users that are lawyers and their employees are permitted to redact materials and records to be provided as part of such audit as reasonably required to maintain solicitor-client privilege.

16.5. Any notice under these Terms of Use may be delivered by hand, by mail, by courier, by facsimile, by electronic mail or, in the case of a notice from us, by announcement displayed via DealTrack. Except as provided for otherwise in these Terms of Use, a notice shall be deemed to have been received on the 5th business day after mailing if sent by regular mail, on the date of delivery if sent by courier, or on the first business day after the date of transmission if sent by facsimile, electronic mail or by announcement through DealTrack.

16.6. The Administrator confirms that it has the right to bind the Account Holder to these Terms of Use. The Account Holder confirms it will be responsible for the breach of these Terms of Use by the Account Holder, its Administrators and its User. For clarity, Users are accepting these terms in their own capacity and not on behalf of the Account Holder or Administrator.

16.7. These Terms of Use, and any of the rights and obligations herein, may only be assigned by the Account Holder with our prior written consent. Any attempt by any User, Account Holder or Administrator to assign any rights or obligations under these Terms of Use shall be void in the absence of such prior written consent.

16.8. If any provision of these Terms of Use shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions.

16.9. These Terms of Use constitute the entire agreement between us and you with respect to the use of DealTrack and access to the Materials by the User and the terms and conditions of these Terms of Use shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the User or an Administrator to us.

16.10. The headings in the Terms of Use are only for convenience of reference and shall not affect the construction or interpretation of these Terms of Use.

SCHEDULE A

SERVICE FEATURES AND APPLICABLE TERMS1. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO TERANET CONNECT SERVICE FEATURE

a. You represent and warrant that you will only use Teranet Connect and the information, reports and other content (“Information”) you receive therefrom for your or the Account Holder’s own internal business purposes directly related to searches related to Ontario real estate transactions, including without limitation, disposition or acquisition of real estate in Ontario, and/or the preparation of any documents in connection with such a disposition, acquisition or transaction, and for no other purpose whatsoever.

b. You acknowledge and agree that you must accept and abide by these additional Teranet Connect terms and conditions and complete certain forms and accept certain additional terms and conditions required by the third party providing Teranet Connect (“Teranet Terms”), being Teranet, and you will not be permitted to access Teranet Connect until same is completed. If there is a conflict between the terms and conditions in the body of these Terms of Use and these Teranet Connect specific terms and conditions, these Teranet Connect terms and conditions shall take precedence in relation to the Teranet Connect services.

c. For certainty and without limiting any provision of these Terms of Use or these Teranet Connect terms and conditions, we do not warrant the contents of any information transmitted using Teranet Connect, including its accuracy, completeness, or usefulness, nor do we warrant that any information transmitted using Teranet Connect is actually received by any party or is accurately transmitted. Provision of Teranet Connect or any of the databases and/or Information accessible via Teranet Connect may not be available under all circumstances or at all times and may be discontinued at any time.

d. Further to and without limiting any provision of these Terms of Use or these Teranet Connect terms and conditions, for Teranet Connect transactions, you acknowledge and agree you will be responsible for paying the charges for the Information accessed through Teranet Connect directly to Teranet as set out in the Teranet Terms.

e. You acknowledge and agree that we may disclose your Event Information and personal information to Teranet for the purposes set out in Section 15.1 of these Terms of Use as well as for those purposes as applicable specifically to Teranet Connect and the Teranet Terms. You further acknowledge and agree that Teranet may also disclose such information to the Province of Ontario, its ministries or agencies, for the purposes of Ministry or agency use, and to the Province of Ontario, its ministries or agencies and to any law enforcement authority or regulator having jurisdiction, or the Law Society of Upper Canada, in connection with any investigation by any of them relating to your use of Teranet Connect.

f. You acknowledge and agree that the Information contains data from POLARIS, which data is the property of the Province of Ontario and you do not acquire any right hereunder to modify or change said data in any way and all intellectual property rights in or to the content are and shall remain the sole and exclusive property of the Province of Ontario, Teranet or the applicable lawful third party owners.

g. You acknowledge and agree that the Province of Ontario shall not be liable in any manner to you for any loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss or any direct or indirect or incidental, special or consequential damages whatsoever even if the Province of Ontario has been advised of the possibility of such damages, or for claims of any nature by a third party. This Section shall apply whether or not the liability results from a breach of a fundamental term or condition or a fundamental breach. It is acknowledged that this Section is included for the benefit of and can be relied on by the Province of Ontario.

h. You agree you shall comply with all applicable laws and regulations relating to Teranet Connect and, the databases and content accessed via Teranet Connect, including, without limitation, any laws relating to privacy, export or the use of POLARIS data as information obtained from the public and collected by the Province of Ontario and Teranet through its operation of the land registration system in the Province of Ontario.

2. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO DealTrackPI

(a) DealTrackPI is an online mobile application for statistics compilation and workflow and file tracking, accessible at DealTrack.doprocess.com/pi, which you may access and use as part of your use of DealTrack (“DealTrackPI”).

(b) The following Sections of the above DealTrack Terms of Use shall be applicable to your use of DealTrackPI which sections are deemed modified to include reference to DealTrackPI, as modified in this additional terms and conditions: 2.2, 2.4, 2.5, 2.6, 2.7, 3, 4 (excluding post-termination provision of DealTrackPI Content), 5, 8.6, 8.7, 8.8, 8.9, 8.1, 9, 11, 13, 14, 15 and 16.

(c) Notwithstanding any provision of the Terms of Use, we do not warrant the performance or contents of DealTrackPI, including its accuracy, completeness or usefulness. Provision of DealTrackPI and/or content accessible via DealTrackPI may not be available under all circumstances or at all times and may be discontinued at any time.

(d) These additional terms and conditions applicable to DealTrackPI and the applicable DealTrack Terms of Use constitute the entire agreement between us and you with respect to the use of DealTrackPI.

3. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO DealTrack

(a) DealTrack is an online service that allows current and potential clients and other third parties (“Transaction Participants”) to share data, information, materials and documents (“Transaction Participant Materials”) with you and you to share Content and Transaction Participant Materials with Transaction Participants (“DealTrack”).

(b) Further to Section 7.1 of the DealTrack Terms of User, you are granted a non-exclusive right to access and use DealTrack for internal use purpose consisting of: (a) referring current and potential clients; (b) sharing information in relation to and with Transaction Participants; and (c) providing services to your current or potential clients.

(c) You acknowledge that in order to use DealTrack, Transaction Participants must first set up an account by providing us with the required registration information and designating a user id and password (“Transaction Participant Credentials”) and that if we determine or reasonably suspect that Transaction Participant Credentials have been compromise, we reserve the right to suspend such Transaction Participant Credentials which will prevent such Transaction Participant from accessing DealTrack.

(d) We reserve the right to remove Content and Transaction Participant Materials uploaded to DealTrack pursuant to Section 8.2 of the DealTrack Terms and Conditions.

(e) Notwithstanding any provision of the Terms of Use, we do not warrant the performance or contents of DealTrack, including its accuracy, completeness or usefulness. Provision of DealTrack and/or content accessible via DealTrack may not be available under all circumstances or at all times and may be discontinued at any time.

(f) You acknowledge that we shall have no liability to you, a Transaction Participant or any third party with respect to any damages resulting from Content uploaded to DealTrack other than as set out in Section 13 of the DealTrack Terms of User or resulting from any Transaction Participant Materials uploaded to DealTrack.

(g) The following Sections of the above DealTrack Terms of Use shall be applicable to your use of DealTrack which sections are deemed modified to include reference to DealTrack, as modified in this additional terms and conditions: 2.2, 2.4, 2.5, 2.6, 2.7, 3, 4 (excluding post-termination provision of DealTrack Content or Transaction Participant Materials), 5, 6, 7, 8, 9, 11, 12, 13, 14, 15 and 16.

(h) These additional terms and conditions applicable to DealTrack and the applicable DealTrack Terms of Use constitute the entire agreement between us and you with respect to the use of DealTrack.

Treefort Terms of Service

These terms and conditions (the “Terms and Conditions“) are a binding legal agreement between you and Treefort Technologies Incorporated (the “Parties“) that governs your access to and use of the website https://treeforttech.com/ and (the “Website“) its System. This agreement is effective the moment you access the Website or System and remains in effect until terminated by either Party in accordance with these Terms and Conditions or any other agreement between you and us, as applicable. By accessing or using the Website or the System, you acknowledge that you have read and understood these Terms and Conditions, and agree to be legally bound by them, and our Privacy Policy (collectively, the “Agreement“), in addition to complying with applicable laws and regulations. If you do not agree to these Terms and Conditions, you are not authorized to access or use the Website and the System.

Definitions

1. In these Terms and Conditions:

a) “Administrator” means a person who has been designated by their Organization to manage all user accounts within the Organization.

b) “Authentication ID” means a security mechanism, which may include user identification and passwords, by which an Administrator or an Authorized User identifies themselves to the System to gain access.

c) “Authorized User” means a person to whom an Administrator has issued an Authentication ID.

d) “Business Terms Agreement” means an agreement between you and the Provider that sets out additional or alternative terms that govern the relationship between you and your Organization and the Provider.

e) “Confidential Information” means the System, Data, and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, sales information, client or supplier information, information of an individual used to create the ID Verification Report or any other information already furnished and to be furnished or made available by Provider to you. Confidential Information does not include information or material which is or was, at the time of disclosure or thereafter, demonstrably: (i) already known by you prior to the disclosure thereof, (ii) generally available to and known by the public (other than as a result of a disclosure directly or indirectly by you), (iii) available to you on a non-confidential basis from a source other than the Provider, (iv) independently acquired or developed by you without violating any of your obligations under these Terms and Conditions, or (v) information for which the Provider has authorized the unrestricted disclosure.

f) “Content” means all materials and content made available to users on the Website or System including notices, guidelines, communications, text, RSS feeds, graphics, images, illustrations, audio-visual works, multimedia elements, photographs, videos, music, sound recordings, policies, documents, software, information, data and any other work, including the manner in which such content is presented.

g) “Data” means any data, files, documentation, or other information that you may upload to the System, or which may be uploaded on your behalf. Data may include Personal Information.

h) “Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data and/or Personal Information that has been transmitted, stored, or otherwise processed.

i) “ID Verification Report” means the form of report produced by the System for each individual who is the subject of the ID verification process. The ID Verification Report will contain, at a minimum, the following information: a) the name of the individual; b) his/her address; and c) a pass or fail mention.

j) “Organization” means the entity you work for or the entity who has otherwise provided you access to the System.

k) “Personal Information” means data about an “identifiable individual”. It is information that on its own or combined with other pieces of data, can identify someone as an individual.

l) “Privacy Laws” mean all applicable privacy and data protection legislation and regulations, national and provincial laws and regulations relating to the processing of Personal Information, as amended, replaced or updated from time to time.

m) “Provider” means Treefort Technologies Incorporated.

n) “Related Parties” means any person or entity acting on behalf of or under authority of Provider to carry out Provider’s obligations under the Agreement, including but not being limited to Provider’s employees, agents, contractors and Sub-Contractors.

o) “Reliable Sources” means certain credit bureaus, financial institutions, telecommunication companies, and other entities the System receives ID verification information from;

p) “Sub-Contractor” means any person or entity acting on behalf of or under Provider’s authority to carry out specific processing activities with Data and/or Personal Information.

q) “System” means the computer server and application computer software, known as “Treefort”, that: (i) determines whether personal information about an individual inputted by you matches information about the individual held by Reliable Sources; (ii) obtains and reviews other risk indicators associated with the individual whose identity is being identified; and, (iii) allows individuals to have virtual meetings to sign documents after passing a biometric authorization process.

USE OF SYSTEM

2. These Terms and Conditions govern your access to and use of the System.

3. Subject to these Terms and Conditions, Provider hereby grants you a non-exclusive, non-transferable, revocable right to access and use the System to obtain ID Verification Reports in accordance with the provisions of these Terms and Conditions.

4. You will provide each Authorized User with an Authentication ID. You shall control and maintain the security of the Authentication IDs and you shall be responsible for all instructions, commitments and other actions or communications taken under each Authentication ID. You shall promptly report to Provider any errors or irregularities in the System or any unauthorized use and inform Provider immediately if an Authentication ID becomes known to any unauthorized person.

5. You agree:

a) not to sell, lease, transfer, provide or otherwise make available the System or any portion of the System to any third party, whether as a demonstration or otherwise;

b) not to take any action whatsoever to access, store, merge, aggregate, compile, decompile, manipulate, copy, reverse engineer, create derivative products, derive the source code, sublicense, sell, distribute, commercially exploit, frame, mirror, scrape or data-mine the System or any content in any form or by any means, and you will not attempt to access any restricted areas of the System;

c) not to develop a product that will compete with the System;

d) to be responsible for all actions taken by you, and all communications made by you, while you access the System;

e) to comply with all laws that apply or may apply to your access of the System, including Privacy Laws;

f) to ensure that all devices used by yourself to access and use the System are placed in a secure location, and that such devices are secured when not in use through such means as screen locks or shutting power controls off;

g) you will not share your Authentication ID with anyone including your staff and associates;

h) you will not use the System for personal (non-business), improper or unlawful purposes;

i) that if you cease working for your Organization, or if you otherwise cease your association with the Organization, you will immediately return all documentation and information associated with the System to your Organization, and you agree you will not access the System even if your Authentication ID still allows for access to the System.

j) not to access the System in a manner that could damage, disable, abuse or otherwise interfere with the System, its security, any services, system resources, accounts, servers or networks connected to or accessible through the System, or any other person’s use or enjoyment of the System; and,

k) not to upload to, distribute to, or otherwise disseminate through the System any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity (including any intellectual property or other property rights), or that contains viruses, backdoors or any other harmful or malicious code.

6 a) The System has a search function that allows Authorized Users to search for ID Verification Reports generated by other organizations for which they have been granted access. This search function is in addition to the ability of an Authorized User to search for ID Verification Reports that have been generated by their Organization. The ability to search for ID Verification Reports generated by other organizations is turned off by default, but an Administrator may turn it on so that Authorized Users in the Organization can search for ID Verification Reports generated by other organizations for which they have been granted access by the other organization. If the ability to search for ID Verification Reports generated by other organizations is turned on you agree to:

i. only search for ID Verification Reports that relate directly to transactions you are contemplating, or have entered in to, and for which you have consent to receive from the individual to whom the ID Verification Report relates; and,

ii. use the ID Verification Reports you obtain as a result of a search only for the purpose of satisfying your KYC requirements, determining whether you want to enter into a transaction or to complete a transaction you have already entered into.

b) The System also has a sharing function that allows your Organization to make ID Verification Reports generated by Authorized Users in your Organization available to specific authorized users in other organizations. This requires providing access to the ID Verification Report to other organizations. The sharing of ID Verification Reports generated by your Organization is turned off by default, but an Administrator can turn it on so that ID Verification Reports generated by your Organization can be accessed by other organizations. You agree that you will not sell, lease, transfer, provide or otherwise make available an ID Verification Report to any third party other than the individual whose identity is being verified, whether as a demonstration or otherwise, other than through the sharing function in the System and only to the other organizations that have a legitimate interest in having access to the report.

7. If you are an Administrator, in addition to all other tasks and obligations imposed on you by these Terms and Conditions you agree to:

a) assign, record and control the issuance and use of all Authentication IDs within your Organization, keeping the same Authentication IDs confidential except to those who are permitted to use them;

b) without delay, disable any Authentication ID and notify Provider immediately if Provider determines an Authentication ID issued by you has been provided to a person who is not an Authorized User or ceases to be an Authorized User. You shall also, in compliance with law, notify the individuals whose information was potentially accessed or acquired that an unauthorized use has occurred;

c) ensure your Organization complies, at all times, with all applicable legal and regulatory requirements and with the policies of the Reliable Sources in respect of the use of the System, including:

https://www.equifax.com/terms/; and

https://www.iproov.com/terms-and-conditions;

d) ensure that all devices used by Authorized Users to order or access the System are accessible only by the Authorized User, and that such devices are secured when not in use through such means as screen locks, shutting power controls off, or other commercially reasonable security procedures;

e) implement secure authentication practices when providing Authentication IDs to Authorized Users, including but not limited to: (i) using individually assigned email addresses and not shared e-mail accounts; (ii) prohibiting the sharing of Authentication IDs; and (iii) use of anti-malware, anti-spam, and similar controls;

f) confirm your Organization has effective administrative, technological, and physical safeguards in place to stop theft, loss and unauthorized access, copying, modification, use, disclosure, or disposal of information that are consistent with industry best practices;

g) respect all applicable Privacy Laws including any requirements of notification or declaration in relation to a Data Breach or incident of confidentiality as required by the applicable legislation;

h) educate Authorized Users with respect to Privacy Laws and policies and take reasonable steps to ensure compliance through training, confidentiality agreements and sanctions, as needed;

i) ensure Authorized Users who are fired, resign or whose association with your Organization is otherwise terminated return to you, or securely dispose of, all Confidential Information and terminate their access to the System;

j) monitor compliance with the obligations of these Terms and Conditions, and immediately notify the Provider if you suspect or know of any unauthorized access or attempt to access the System. Without limiting the generality of the foregoing, you agree that on at least a quarterly basis you will review the use of the System to ensure that such uses were performed for a legitimate business purpose and in compliance with all terms and conditions herein;

k) maintain and enforce data destruction procedures to protect the security and confidentiality of the Confidential Information and all other information obtained through the System as it is being destroyed or deleted when you or your Organization no longer has a need to keep it; and,

l) put in place procedures and protocols that ensure no one in your Organization uploads to, distributes to, or otherwise disseminates through the System any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity (including any intellectual property or other property rights), or that contain viruses, backdoors or any other harmful or malicious code.

Priority and Changes:

8. If you or your Organization have entered into a Business Terms Agreement with the Provider the terms of that agreement shall have priority in the event of a conflict between the Business Terms Agreement and these Terms and Conditions.

9. Provider reserves the right, at its sole discretion, from time to time, to modify, add, or delete portions of these Terms and Conditions, and you agree to be bound by such changes. Such changes will be effective immediately upon notice to you and the notice may be given by any means including, posting in the System, on our Website or by e-mail. You agree to regularly review the Terms and Conditions and to be aware of such changes. If you do not agree with the updated Terms and Conditions, please stop using our System. Your use of the System following any such change constitutes your agreement to follow and be bound by the changed Terms and Conditions.

Transaction Charges

10. As you request and consume ID Verification Reports from the System you are required to pay fees. The Provider charges a fee for every ID Verification Report produced by the System and the fees are set out in the Provider’s pricing guide.

11. Unless other arrangements have been agreed to by the Parties, the Provider will deliver an invoice to you or your Organization at the end of each calendar month for the total number of ID Verification Reports initiated by you during that month. For clarity, if you initiate an ID Verification in one month, but the ID Verification Report is not delivered to you until the next month, the charges for that ID Verification Report will be included in the invoice for the first month.

12. All invoices will be delivered to you or your Organization via email using the email address you have given to the Provider.

13. Payment terms are NET 15 days from the invoice date.

14. You or your Organization will submit payment based on the invoice amount.

15. If any payment due to Provider is not received by the required payment date, all overdue payments will be subject to a late payment charge of 2% per month.

Termination

16. You may stop using the System for any reason at any time.

17. Provider may terminate your ability to access the System for any reason at any time on 30 days’ written notice to you.

18. Provider may terminate your ability to access the System with immediate effect if you or your Organization:

a) commits a material breach of these Terms and Conditions;

b) suffers or incurs any form of insolvency or enters an arrangement with creditors;

c) fails to pay any amount due to the Provider on the due date and fails to cure the default within thirty (30) days of receiving written notice of the non-payment;

d) has provided incomplete or inaccurate information to Provider during the account set-up process or fails to maintain such information on a timely basis;

e) operates in a territory that introduces a data localization requirement that affects the Personal Information, the Confidential Information or the Data the Provider stores or where Provider must store it or introduces any law that could require Provider to build a ‘back door’ to any data Provider stores or processes;

f) becomes a competitor of Provider or the System, or controls any person or organization which is a competitor of Provider or the System. Provider shall determine if you or your Organization is a competitor in its sole discretion; or

g) use the System in such a way that it causes harm to any individual or to Provider’s reputation or goodwill.

19. Termination of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

OWNERSHIP

20. Exclusive ownership of, and title to, all of the Provider’s Content, copyrights, trademarks, service marks, patent rights, trade secrets and all other intellectual property and other proprietary rights in the System and all of its functionality and content, including, software, text, design, graphics, images, data, advertisements, audio, video and all trade-marks, service marks and trade names and the selection and arrangements thereof will remain with, and vest in, Provider. Except as expressly provided in these Terms and Conditions, no license to use, copy, distribute, republish, transmit or otherwise exploit any of the System’s functionality or content is given to you or your Organization and all intellectual property and other proprietary rights in and to the System and all of its functionality and content are expressly reserved to Provider, or, as applicable, to a third party from whom Provider has obtained the right to the use of the third party intellectual property and other proprietary rights.

SCOPE OF USE

21. If the individual who is the subject of an ID Verification Report is not the age of majority according to the applicable laws of the jurisdiction where that individual resides then you must refuse the request for an ID Verification Report on that person.

22. IF YOU ACCESS CREDIT REPORTS OR OTHER INFORMATION PROVIDED BY A RELIABLE SOURCE THROUGH THE SYSTEM FOR UNAUTHORIZED PURPOSES YOU MAY BE SUBJECT TO CIVIL AND CRIMINAL LIABILITY UNDER CANADIAN CONSUMER LAWS PUNISHABLE BY FINES AND IMPRISONMENT.

RIGHT TO CONTROL ACCESS, FUNCTIONALITY, AND CONTENT

23. Provider reserves the right, at its sole discretion, from time to time, without notice, to:

(a) modify, add, or delete portions of the System, including its functionality or content; and

(b) deny, restrict, control, or revoke your access to the System, or to any portion of the System.

24. By using the System you acknowledge and consent to the Provider sharing information about you and your use of the System with the Reliable Sources for the purpose of obtaining approval from the Reliable Sources to share information and documentation developed or provided by the Reliable Sources with you and also to satisfy the audit requirements of the Reliable Sources.

25. Provider reserves the right to require you to use periodically updated complex passwords for Authentication IDs as well as enhanced authentication procedures such as two factor authentication.

ECONOMIC SANCTION LAWS AND NO CONSUMER REPORTS

26. You acknowledge that the Provider is subject to economic sanctions laws, including but not limited to those enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Union, and the United Kingdom. You certify that, to your knowledge, you are neither identified on, and you shall not knowingly provide access to the System to any individuals or entities identified on (1) OFAC’s list of Specially Designated Nationals, (2) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (3) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (4) any other applicable sanctions lists, or (5) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (1) through (4).

27. You agree the System is not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”) and outputs of the System, including the ID Verification Reports do not constitute “consumer reports,” as that term is defined in the FCRA. You may not use the System, in whole or in part, as a factor in determining eligibility for credit, insurance other than title insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA.

AUDIT

28. Provider reserves the right to monitor and audit your usage of the System for the purpose of (among others) ensuring compliance with these Terms and Conditions. Any such audit may be carried out by Provider or a third-party authorized by Provider, at Provider’s expense.

CONFIDENTIALITY

29. You acknowledge the Confidential Information consists of confidential and proprietary information of the Provider. You shall hold all Confidential Information in confidence and shall use the same degree of care to maintain the confidentiality of the Confidential Information you use to maintain the confidentiality of other confidential information you or your Organization controls or has access to, but with at least a reasonable degree of care commensurate with the nature and importance of the Confidential Information.

30. In the event you conclude, on the advice of your counsel, that you are legally compelled to disclose publicly any of the Confidential Information or to disclose any of such Confidential Information to a third party other than as expressly permitted by these Terms and Conditions, you shall provide to the Provider, if you are legally permitted to do so, prompt, prior written notice of such requirement so that the Provider may seek, at its sole expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of these Terms and Conditions and you agree to delay such disclosure of the Confidential Information as long as is reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Provider to seek, at its sole expense, a protective order and to allow for consultation between you and the Provider with respect to any reasonable alternatives to such disclosure and with respect to the content of any such disclosure. You will not oppose any action by the Provider or any of its agents or affiliates to seek a protective order or other remedy. In the event that a protective order or other remedy is not obtained, or that compliance with the provisions hereof are waived, you agree to furnish only that portion of the Confidential Information which you have been advised by counsel is legally required to be disclosed and, to the extent reasonably possible in the circumstances, you agree to use reasonable commercial efforts to ensure that confidential treatment will be accorded to the Confidential Information you have disclosed.

31. You authorize Provider to disclose Data and Personal Information to Reliable Sources through the System for the purpose of obtaining an ID Verification Report.

32. You authorize Provider to deliver a copy of an ID Verification Report created by you to other clients of Provider through the report sharing function in the System.

33. Notwithstanding any other provision of these Agreement, if Provider receives a lawful request from a Law Society or a similar regulatory body to produce copies of information Provider has received from a Reliable Source, Provider shall deliver the requested information to that Law Society or similar regulatory body within a reasonable time and without notice to Customer.

REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

34. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, PROVIDER EXPRESSLY DISCLAIMS ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, OR THAT THE SERVICES, SYSTEM OR DOCUMENTATION WILL MEET CUSTOMER’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE ERROR FREE. UNDER NO CIRCUMSTANCES WILL PROVIDER BE LIABLE FOR THE RESULTS OF THE USE OR MISUSE OF THE SERVICES, SYSTEM OR DOCUMENTATION, INCLUDING ANY USE CONTRARY TO LAW, BY YOU. Without limiting the generality of the foregoing, you are advised that information obtained from the Reliable Sources may contain errors as source data is sometimes reported or entered inaccurately, processed incorrectly and is not warranted to be free from defects. By accepting these Terms and Conditions you acknowledge that Provider is not the source of the data in the System.

INDEMNITY AND LIMITATION LIABILITY

35. Except for: (i) violation of intellectual property and other proprietary rights of a third party; or, (ii) an intentional breach of these Terms and Conditions, Provider’s liability under these Terms and Conditions shall be limited to direct damages incurred and Provider shall not be liable to you, your Organization or any third party for any special, indirect, incidental, consequential, special, or economic damages (including, but not limited to loss of profits, loss of use and lost business opportunities), regardless of the legal theory under which such damages are sought, and even if you, your Organization or any third party has been advised of the possibility of such damages. In any event, the total cumulative liability under these Terms and Conditions for direct damages from all causes of action and under all theories of liability of Provider to you, your Organization or any third party, and your respective representatives, successors and assigns, as such, for any losses shall not exceed a maximum aggregate amount equal to the amount paid by you or your Organization to Provider in the 12 months preceding the date of the loss.

36. If unauthorized intruders are able to bypass all of Provider’s security safeguards, such unauthorized intruder may change, delete, or otherwise corrupt the contents and data, including the Data and Personal Information. Provider shall not be liable to you or your Organization, and hereby disclaims responsibility, for any unauthorized access or use of the System, Data and Personal Information.

Provider’s Obligations

37. In consideration of your abiding by the provisions of these Terms and Conditions the Provider shall:

I) comply with all relevant Privacy Laws and:

a) deal with Personal Information only in accordance with your lawful instructions;

b) take reasonable steps to ensure only the Provider’s authorized personnel have access to the Personal Information, and they are under obligations of confidentiality;

c) maintain commercially reasonable and appropriate security measures, including administrative, physical, and technical safeguards, to protect against unauthorized or unlawful access to any Personal Information and against accidental loss or destruction of, or damage to Personal Information and to ensure a level of security appropriate to the risk;

d) ensure that it and any employees, Authorized Users, Related Parties and Reliable Sources are made aware of their obligations regarding the security and protection of Personal Information and, where applicable, the same data protection obligations as set out in these Terms and Conditions shall be imposed upon them by way of a contract or applicable laws;

e) ensure that all agreements with Related Parties and or Reliable Sources are in writing and contain provisions requiring said parties to maintain commercially reasonable security measures to maintain the confidentiality of all Personal Information; and,

f) modify these Terms and Conditions as may become necessary as Privacy Laws become effective or change to ensure these Terms and Conditions are consistent with, and do not violate, the Privacy Laws;

II) maintain and make available to you, a written record of all categories of processing activities carried out by Provider on your behalf. This report shall include, where applicable: (a) categories of processing activities performed; (b) name and contact details of all Sub-Contractors; (c) details of any cross-border data transfers outside of Canada, including documentation of suitable safeguards; (d) a general description of the technical and organizational security measures implemented with respect to the Personal Information; and (e) the name of Provider’s Privacy Officer or privacy representative;

III) notify you without undue delay, but no later than within 72 hours, if Provider receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Information related to an ID verification initiated by you, or to either party’s compliance with Privacy Laws, and shall provide reasonable cooperation and assistance to you in relation to any such complaint, notice, communication or non-compliance;

IV) deal promptly and properly with all inquiries from you relating to the processing of Personal Information provided by you;

V) make available to you all information necessary to demonstrate compliance with the obligations pursuant to Privacy Laws and allow for and contribute to audits, including inspections, conducted by you;

VI) assist you, when and where possible, with the fulfilment of your obligation to respond to requests by individuals exercising their rights of access, rectification and erasure, restriction of processing, and data portability pursuant to Privacy Laws;

VII) at your direction, delete or return to you all Personal Information provided by you to Provider in its possession after you cease to use the System and to delete existing copies unless Provider is otherwise required by law to maintain the Personal Information;

VIII) not transfer Personal Information outside of Canada without the appropriate legal mechanisms first being implemented, such as any necessary privacy impact assessment of the receiving country, or organization and contractual protections;

IX) implement appropriate technical and organizational measures to ensure the security and protection of Personal Information;

X) in the event of a Data Breach, or suspected Data Breach:

a) inform you without undue delay of the Data Breach or any other breach of security that could potentially affect the confidentiality of Personal Information;

b) promptly provide you with reasonable cooperation and assistance, including providing any necessary documentation concerning the breach, for you to investigate including but not limited filing any reports with government authorities or notifying individuals or any other actions necessary to comply with your breach notification obligations under the Privacy Laws; and

c) take reasonable measures to mitigate against and to prevent similar breaches from occurring in the future.

XI) to the extent possible, provide you the following details regarding a Data Breach when this information is available:

a) the possible cause and consequences for individuals to whom the Personal Information relates of the Data Breach;

b) the categories of Personal Information involved;

c) the risk of serious harm for the individuals to whom the Personal Information relates;

d) identification of the unauthorized recipient(s) of the Personal Information; and

e) the measures taken to mitigate any damage and/or adverse effects;

XII) implement and maintain safeguards and controls to deter, detect, prevent, and correct any unauthorized access or use of the System, Data and Personal Information.

XIII) collect, use, and store Data and Personal Information in accordance with the privacy policy located at https://treefort.tech/website-privacy-statement/. However, Provider will not be responsible for the monitoring, accuracy, completeness, or adequacy of any Data and Personal Information.

General:

38. These Terms and Conditions shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Alberta (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). You agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta and you waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.

39. Except as otherwise expressly provided herein, all written notices permitted or required to be delivered by the parties pursuant hereto, shall be deemed so delivered forthwith when delivered by hand, one (1) business day after transmission by electronic system, or five (5) business days after posting in the mail by registered or certified mail, postage prepaid and addressed as follows:

To PROVIDER:

c/o 12306 109A Ave NW

Edmonton, AB T5M 2H7

Attention: Jay Krushell

Email address: jkrushell@treeforttech.com

To you:

At the mailing address or email address provided by you to Provider

40. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

41. With the exception of a Business Terms Agreement, these Terms and Conditions, together with any other documents incorporated herein by reference, constitutes all of the terms and conditions governing your access to and use of the System and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

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