HouzzatPRO Terms of Service

These Terms of Service ("Terms") govern access to and use of the HouzzatPRO software platform, websites, applications, services, tools and related technology (collectively, the "Platform").

These Terms form an agreement between HouzzatPRO INC ("HouzzatPRO", "we", "us" or "our") and the individual or organization purchasing, accessing or using the Platform ("Customer", "you" or "your").

If you accept these Terms on behalf of a brokerage, corporation, team or other organization, you represent that you have authority to bind that organization to these Terms.

Your Commercial Offer, order, subscription confirmation and any expressly incorporated addenda form part of your agreement with HouzzatPRO. If there is a conflict concerning pricing, subscription term, seats, included services or specifically negotiated commercial terms, the accepted Commercial Offer will control for those matters.

1. Agreement

These Terms, together with your accepted Commercial Offer and the HouzzatPRO Privacy Policy, establish the contractual relationship for Platform access.

2. HouzzatPRO Platform

HouzzatPRO is a technology platform designed to support real estate professionals and organizations.

Depending on the Customer's subscription, configuration, integrations and optional services, the Platform may provide features such as:

• branded real estate websites and digital experiences
• customer relationship management ("CRM")
• lead capture and lead management
• property search and listing-related functionality
• agent and team management
• tasks, appointments and calendars
• property shortlists and viewing tools
• comparative market analysis ("CMA") and related tools
• communications and notifications
• analytics and business insights
• marketing tools
• mobile applications
• third-party integrations
• other functionality made available by HouzzatPRO

Features available to a Customer depend on the Customer's subscription plan, Commercial Offer, activated add-ons, technical availability and applicable third-party or data-provider requirements.

HouzzatPRO may improve, modify or update the Platform over time. We will not intentionally remove material paid functionality during a current subscription term without reasonable justification or an appropriate substitute, except where required for security, law, third-party licensing, technical necessity or circumstances outside our reasonable control.

3. Commercial Offers

HouzzatPRO may provide prospective Customers with private Commercial Offers.

A Commercial Offer may specify, among other things:

• subscription plan
• monthly or annual billing
• subscription price
• setup fees
• included users or seats
• additional users or seats
• trial period, if any
• optional services or add-ons
• discounts or negotiated pricing
• proposed start date
• offer expiry date
• other commercial terms

Commercial Offers are confidential and intended only for their designated recipient.

A Commercial Offer does not create an active subscription merely because it has been viewed.

Where HouzzatPRO requires electronic acceptance and payment, the subscription will become effective only after the applicable acceptance and payment requirements have been successfully completed, unless the Commercial Offer expressly states otherwise.

4. Electronic Acceptance

You may be asked to accept these Terms, the HouzzatPRO Privacy Policy and the commercial terms of your private offer electronically.

By intentionally selecting the applicable acceptance controls and submitting your acceptance, you indicate your agreement to the documents and commercial terms presented to you.

HouzzatPRO may retain records reasonably necessary to document the acceptance, including the date and time of acceptance, applicable document versions, accepted commercial terms, account or email information used in the acceptance process, and technical records reasonably required to establish the integrity of the transaction.

Ontario's Electronic Commerce Act recognizes electronic contracts and provides that an offer or acceptance may be expressed electronically, including by clicking an appropriate place on a screen.

5. Subscription Plans and Seats

Platform access is determined by the subscription purchased by the Customer.

The Customer may not exceed the number of authorized users or seats included in its subscription.

Each user account is intended for the authorized individual assigned to that account. Login credentials may not be shared between multiple individuals.

Additional users may require additional fees or a plan upgrade.

Where a Commercial Offer specifies particular seat limits or additional-seat pricing, those accepted commercial terms govern the Customer's subscription.

6. Fees and Billing

The Customer agrees to pay all fees stated in its accepted Commercial Offer and subsequent authorized purchases.

Fees may include:

• recurring subscription fees
• setup fees
• additional-user fees
• optional add-ons
• professional or marketing services
• other expressly agreed charges

Unless otherwise specified, prices displayed in a Commercial Offer are in Canadian dollars.

Applicable taxes, if any, will be handled in accordance with applicable law and the payment process presented to the Customer.

Payment processing may be provided by third-party payment providers. HouzzatPRO does not need to store complete payment-card credentials where payment information is processed directly by the payment provider.

We currently intend to use Stripe as the payment infrastructure. Stripe maintains Canadian services terms and payment-related contractual requirements of its own.

7. Recurring Subscriptions and Renewal

Unless the Commercial Offer expressly provides otherwise, recurring subscriptions automatically renew for successive periods corresponding to the selected billing cadence until cancelled in accordance with these Terms.

The Customer authorizes HouzzatPRO and its payment provider to charge applicable recurring subscription fees using the authorized payment method.

HouzzatPRO will not change a Customer's specifically negotiated price during its committed subscription period unless permitted by the Commercial Offer or agreed by the Customer.

Pricing for a subsequent renewal period may change upon reasonable advance notice, subject to applicable law and any contrary terms in the Customer's Commercial Offer.

8. Failed Payments

If payment cannot be successfully processed, HouzzatPRO may attempt to obtain payment again and may notify the Customer.

Our intended standard payment-failure grace period is seven (7) days.

During this period, Platform access may continue.

If the outstanding amount remains unpaid after the applicable grace period, HouzzatPRO may suspend the Customer's workspace or access to some or all Platform functionality.

Suspension for non-payment does not automatically delete Customer Data.

Access may be restored after outstanding payment issues are resolved, subject to the status of the subscription.

9. Cancellation and Refunds

A Customer may cancel its subscription through the cancellation mechanism made available by HouzzatPRO or by contacting the designated account or support channel.

Unless required otherwise by law or expressly provided in the Commercial Offer, cancellation takes effect at the end of the already-paid subscription period.

All fees paid to HouzzatPRO are non-refundable and non-creditable, including prepaid subscription fees, setup fees, add-on fees and fees for any unused portion of a subscription term, except where a refund is expressly required by applicable law or expressly agreed to in writing by HouzzatPRO.

After cancellation becomes effective, Platform access may terminate or become restricted.

10. Customer Responsibilities

The Customer is responsible for:

• information and content entered into the Platform by its users
• ensuring its users comply with these Terms
• maintaining accurate account information
• safeguarding login credentials
• assigning appropriate access to its staff and agents
• obtaining legally required permissions and consents from its clients, prospects, leads and other individuals
• complying with laws and professional requirements applicable to its real estate business
• complying with advertising, marketing and anti-spam requirements applicable to communications it sends
• ensuring it has authority to upload, process or use information through the Platform
• promptly notifying HouzzatPRO of suspected unauthorized access

HouzzatPRO provides technology. Unless separately agreed in writing, HouzzatPRO does not act as the Customer's real estate brokerage, legal representative, accountant or financial adviser.

11. Customer Data

As between HouzzatPRO and the Customer, the Customer retains its rights in data, records, content and materials submitted to the Platform by or on behalf of the Customer ("Customer Data").

The Customer authorizes HouzzatPRO to host, process, transmit, reproduce and otherwise use Customer Data as reasonably necessary to:

• provide and operate the Platform
• provide requested functionality
• maintain security and integrity
• provide technical support
• prevent abuse or fraud
• maintain backups and business continuity
• comply with applicable law
• perform other activities described in the Privacy Policy or an applicable data-processing agreement

HouzzatPRO does not acquire ownership of Customer Data merely because it is processed through the Platform.

12. Customer CRM and Lead Information

A Customer may use the Platform to manage information relating to prospects, leads, clients, properties, communications, appointments and other real estate activities.

The Customer remains responsible for determining whether it has the legal authority and appropriate consent to collect, use, disclose and communicate with those individuals.

HouzzatPRO will not use one Customer's private CRM information for another Customer's business purposes.

Platform-level administration and aggregate analytics should be designed to respect tenant separation and Customer confidentiality.

13. Privacy and Personal Information

HouzzatPRO processes personal information in accordance with its Privacy Policy and applicable privacy requirements.

Where HouzzatPRO processes personal information on behalf of a Customer, the parties may have different legal responsibilities depending on the circumstances and applicable law.

The Customer is responsible for its own privacy notices, consent practices and legal obligations concerning personal information it independently collects or controls.

14. MLS, Listing and Third-Party Real Estate Data

Certain Platform functionality may depend on listing information, MLS systems, real estate boards, associations, data providers or other third parties.

Availability and permitted use of such information may be subject to agreements with applicable boards or providers, brokerage eligibility, licensing requirements, display rules, registration or authentication requirements, geographic restrictions, data-provider policies, and applicable laws and professional rules.

The Customer must comply with applicable MLS, board, brokerage and data-provider requirements relevant to its use of the Platform.

HouzzatPRO does not guarantee that every listing, historical record, image, field or other third-party data element will always be available.

15. Customer Website and Branding

Where included in the subscription, HouzzatPRO may provide a Customer-branded website or digital experience.

The Customer is responsible for ensuring that its branding, brokerage information, advertising representations, disclosures and other Customer-provided content comply with applicable legal, regulatory, brokerage and professional requirements.

16. Communications

The Platform may provide tools for email, SMS, notifications or other communications.

The Customer is responsible for ensuring that its communications comply with applicable laws, consent requirements, unsubscribe requirements and professional rules.

Delivery is not guaranteed.

17. Marketing and Advertising Services

If purchased, HouzzatPRO may assist with services related to digital advertising or marketing.

Unless expressly included in a Commercial Offer, advertising spend payable to advertising platforms is separate from HouzzatPRO's fees.

Minimum advertising budgets, management fees and campaign-specific terms may be stated in the applicable Commercial Offer.

HouzzatPRO does not guarantee any particular number of leads, transactions, sales, listings, commissions, return on advertising spend or other business result.

18. AI and Automated Features

The Platform may include artificial-intelligence-assisted, automated or algorithmic functionality.

Outputs may be incomplete, inaccurate or inappropriate for a particular situation.

The Customer must exercise appropriate professional judgment and independently verify important information before relying on AI-generated or automated output for business, financial, legal, real estate or client-facing decisions.

19. Estimated Values, CMA and Market Information

Property estimates, comparative market analyses, market statistics and similar information provided through the Platform are informational tools.

They are not guaranteed appraisals, valuations or representations of the price for which a property will sell or lease.

20. Third-Party Services

The Platform may integrate with or depend upon third-party services such as payment processors, mapping providers, email services, telecommunications services, MLS/data providers, cloud infrastructure, analytics providers and other technology vendors.

Third-party services may have separate terms and privacy practices.

21. Acceptable Use

Customers and users must not:

• access another Customer's workspace or information without authorization
• attempt to circumvent authentication, authorization, security or subscription controls
• scrape or systematically extract Platform or third-party data contrary to applicable rights or restrictions
• introduce malware or harmful code
• interfere with Platform operation
• use the Platform for fraud or unlawful activity
• misuse MLS or other licensed data
• send unlawful spam or communications
• reverse engineer the Platform except where such restriction is prohibited by law
• resell or sublicense Platform access unless expressly authorized
• use the Platform in a manner that materially harms HouzzatPRO, another Customer, a third party or Platform security

22. Security

HouzzatPRO will use reasonable administrative, technical and organizational safeguards appropriate to the nature of the Platform and information processed.

No internet-connected system can be guaranteed to be completely secure or continuously available.

Customers are responsible for maintaining appropriate security practices for their own users, devices, credentials and connected systems.

23. Suspension

HouzzatPRO may suspend access where reasonably necessary because of unpaid fees, material violation of these Terms, security concerns, suspected fraud or misuse, legal or regulatory requirements, third-party licensing requirements, or conduct that creates material risk to the Platform, HouzzatPRO, Customers or third parties.

Where reasonably practicable, HouzzatPRO will provide notice and an opportunity to address the issue.

Suspension does not automatically delete Customer Data.

24. Intellectual Property

HouzzatPRO and its licensors retain all rights in the Platform, including its software, architecture, interfaces, designs, technology, trademarks and proprietary materials, excluding Customer Data and third-party materials.

Subject to these Terms and payment of applicable fees, HouzzatPRO grants the Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the applicable subscription period for the Customer's internal business purposes.

25. Feedback

If the Customer voluntarily provides ideas or suggestions concerning improvements to HouzzatPRO, HouzzatPRO may use that feedback without restriction or payment, provided this does not give HouzzatPRO ownership of Customer Data or confidential business information.

26. Confidentiality

Each party may receive non-public information of the other party that a reasonable person would understand to be confidential.

Each party will use reasonable measures to protect such information and will use it only for purposes related to the business relationship, except where disclosure is authorized or required by law.

Customer Data and non-public CRM information will be treated as Customer confidential information.

27. Availability and Changes

HouzzatPRO aims to provide a reliable Platform but does not guarantee uninterrupted or error-free operation.

Temporary interruption may occur because of maintenance, upgrades, security events, internet or infrastructure failures, third-party outages or circumstances outside reasonable control.

28. Data Export and Termination

Subject to technical capability, applicable law, third-party restrictions and outstanding payment obligations, HouzzatPRO may provide reasonable mechanisms for Customers to export certain Customer Data before or following termination.

29. Disclaimers

Except to the extent prohibited by law, the Platform is provided on an "as available" basis.

HouzzatPRO does not guarantee uninterrupted availability, that every error will be corrected, continuous availability of third-party data or services, a particular real estate or marketing outcome, lead volume or quality, property sale or lease results, accuracy of third-party listing information, or that estimates, analytics or AI-generated information will be error-free.

Nothing in the Platform constitutes legal, accounting, tax, financial or appraisal advice.

30. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenues, goodwill or business opportunities, arising from the agreement, even if advised of the possibility of such damages.

Subject to exceptions that may be required by law, HouzzatPRO's aggregate liability arising out of or relating to the Platform or these Terms will not exceed the fees paid or payable by the Customer to HouzzatPRO during the twelve (12) months immediately preceding the event giving rise to the claim.

31. Indemnification

The Customer will indemnify and hold harmless HouzzatPRO and its applicable officers, directors and personnel from third-party claims arising from Customer Data supplied by the Customer, the Customer's unlawful use of the Platform, the Customer's violation of applicable laws or professional obligations, the Customer's communications or advertising, infringement caused by Customer-provided content, or the Customer's material violation of these Terms, except to the extent the claim was caused by HouzzatPRO's own wrongful conduct.

32. Governing Law

These Terms and the relationship between the Customer and HouzzatPRO will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Subject to any mandatory law to the contrary, the parties submit to the courts located in Ontario for disputes arising from these Terms.

33. Changes to These Terms

HouzzatPRO may update these Terms from time to time.

Material changes affecting an active subscription will be communicated in a reasonable manner.

An acceptance record associated with a particular Commercial Offer will retain the version of the Terms accepted for that transaction.

34. Notices

HouzzatPRO may provide notices electronically, including through the Platform, account notifications, or email to an address associated with the Customer.

Customers are responsible for maintaining accurate contact information.

35. Assignment

The Customer may not assign its subscription or this agreement without HouzzatPRO's prior written consent, except as otherwise required by law or expressly agreed.

HouzzatPRO may assign the agreement in connection with a merger, corporate reorganization, sale of substantially all relevant assets or similar business transaction, subject to applicable law.

36. Entire Agreement

These Terms, the accepted Commercial Offer, the Privacy Policy and any expressly incorporated written addenda constitute the agreement concerning the Customer's subscription and use of HouzzatPRO.

37. Severability and Waiver

If a provision is determined to be unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

A party's failure to enforce a provision on one occasion does not waive its right to enforce that provision later.

38. Contact

Questions concerning these Terms may be submitted through HouzzatPRO Technical Support at houzzatpro.com/support.

Contracting entity: HouzzatPRO INC Address: 1-10045 Hurontario St., Brampton, ON L6Z 0E6, Canada