Terms and Conditions

BY USING THE SERVICES (AS DEFINED BELOW) OR BY CLICKING TO ACCEPT THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT"), YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THIS AGREEMENT AND OUR PRIVACY POLICY, FOUND AT https://www.pippin-ai.com/privacy, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU: ARE OF THE LEGAL AGE OF MAJORITY TO FORM A BINDING CONTRACT WITH THE PROVIDER; AND MEET ALL OF THE ELIGIBILITY REQUIREMENTS DISCUSSED HEREIN. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICES.

This Agreement is made between PIPPIN AI CORPORATION, a corporation organized under the laws of British Columbia, having an office at 25th Floor, 666 Burrard Street, Vancouver, British Columbia V6C 2X8, Canada ("Provider") and YOU, as an Authorized User under the SaaS Agreement (as defined below) (each a "Party" and together the "Parties").

WHEREAS, Provider has entered into a Software as a Service Agreement (the "SaaS Agreement") for the Services with Customer (as defined below);

AND WHEREAS, Customer has made the Services available to the Authorized User, subject to the terms and conditions of the SaaS Agreement, this Agreement, and other terms or conditions that Customer and/or Provider may impose upon the Authorized User from time to time;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

1. Definitions

(a) "Aggregated Statistics" means data and information related to Customer's (including Authorized User's) use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, and all Intellectual Property Rights therein.

(b) "Authorized User" means you in your capacity as one of Customer's employees, consultants, contractors, real estate agents, residents, tenants, and owners as listed at Exhibit A to the SaaS Agreement: (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the SaaS Agreement; and (ii) for whom access to the Services has been purchased under the SaaS Agreement.

(c) "Confidential Information" has the meaning set forth in Section 5.

(d) "Customer" means the entity that makes the Services available to you as an Authorized User pursuant to the SaaS Agreement.

(e) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or Authorized User through the Services.

(f) "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to Authorized User or Customer either electronically or in hard copy form, including any end user documentation relating to the Services available via the Services and/or on Provider's website.

(g) "Feedback" has the meaning set forth in Section 6(c).

(h) "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(i) "Initial Term" has the meaning set forth in Section 10(a).

(j) "Intellectual Property Rights" means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, performance or moral rights law, trade secret law, industrial design law, confidential information law (including breach of confidence), integrated circuit topography, trade-mark law, trade-name law, passing off, unfair competition law or other similar laws, and includes legislation by competent governmental authorities and judicial decisions under common law or equity, and for greater certainty includes the right to file any applications, and the right to claim for the same the priority rights derived from any applications filed under any treaty, convention, or any domestic laws of a country in which a prior application is filed.

(k) "Losses" has the meaning set forth in 8(b).

(l) "Notice" has the meaning set forth in Section 11(b).

(m) "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or Authorized User in connection with the foregoing, including all Intellectual Property Rights therein. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's (including Authorized User's) access to or use of the Services, but does not include Customer Data.

(n) "SaaS Agreement" has the meaning set forth in the recitals.

(o) "Service Suspension" has the meaning set forth in Section 2(g).

(p) "Services" means the software-as-a-service provided by Provider.

(q) "Term" has the meaning set forth in Section 10(a).

(r) "Third Party Claim" has the meaning set forth in Section 8(a)(i).

(s) "Third-Party Products" means any third-party products provided with or incorporated into the Services.

2. Access and Use

(a) Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants Authorized User a right to access and use the Services during the Term. Such use is limited to Customer's internal use. Provider shall provide to Customer the means necessary to generate passwords and network links or connections to allow Authorized User to access the Services. Authorized User acknowledges that the quality of the Services, the response time or access to certain features of the Services may depend on the: (i) capabilities of the electronic communication network; and (ii) device by which Authorized User accesses and uses the Services, which shall be the responsibility of Authorized User and not the responsibility of Provider.

(b) Account Security. Any information used to access the Services by Authorized User, including any username or password, must be treated as confidential. Authorized User shall keep any such information secure and shall not disclose any such information to any other person or entity. Authorized User shall access and use the Services only on the electronic communication network and device provided to Authorized User or otherwise authorized by Customer for Authorized User to use for the purpose of accessing and using the Services. Authorized User understands that their account is personal and that Authorized User is responsible for any unauthorized access or use associated with their account.

(c) Privacy and Data Security. Provider may collect, use, and disclose personal information in accordance with its privacy policy, available at https://www.pippin-ai.com/privacy, which Provider may amend from time to time in its sole discretion, and as otherwise permitted or required by law. Provider may host the Services and/or store Customer Data in Canada, the United States, and/or such other jurisdictions identified to Customer from time to time by notice.

(d) Documentation. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Authorized User a non-exclusive, non-sublicenseable, non-transferrable license to use the documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services by Authorized User.

(e) Use Restrictions. Authorized User shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Authorized User shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(f) Reservation of Rights. Provider reserves all rights not expressly granted to Authorized User in this Agreement or to Customer in the SaaS Agreement.

(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Authorized User's access to any portion or all of the Services if: (i) Customer breaches the SaaS Agreement; (ii) Customer suspends Authorized User's access; (iii) Provider reasonably determines that there is a threat or attack on any of the Provider IP, or any Authorized User's use poses a security risk, or any Authorized User is using the Provider IP for fraudulent or illegal activities; or (iv) any vendor of Provider has suspended or terminated Provider's access to third-party services required for the Services.

(h) Aggregated Statistics. Provider may monitor Authorized User's use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong to and are retained solely by Provider.

(i) Artificial Intelligence. Provider may anonymize the Customer Data and use such anonymized information for any purpose, including for the purposes of improving the Provider IP, including by way of using such anonymized information as training data for artificial intelligence and/or machine learning apparatus and methods.

3. Customer Responsibilities

(a) General. Authorized User is responsible and liable for all uses of the Services and Documentation, whether such access or use is permitted by or in violation of this Agreement.

(b) Third-Party Products. Provider may from time to time make Third-Party Products available to Authorized User. Such Third-Party Products are subject to their own terms and conditions.

(c) Validation. AUTHORIZED USER IS RESPONSIBLE FOR ALL USES OF THE SERVICES. THE SERVICES ARE NOT LEGAL ADVICE, TECHNICAL ADVICE, MEDICAL ADVICE, FINANCIAL ADVICE, OR ANY OTHER KIND OF ADVICE. THE SERVICES INCORPORATE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, INCLUDING GENERATIVE ARTIFICIAL INTELLIGENCE. RISKS OF SUCH TECHNOLOGIES INCLUDE INCOMPLETENESS, INCORRECTNESS, HALLUCINATION AND BIAS. AUTHORIZED USER MUST VALIDATE ALL OUTPUTS OF THE SERVICES, INCLUDING BY SEEKING PROFESSIONAL ADVICE AS NEEDED.

4. Service Levels and Support

Provider has agreed to use commercially reasonable efforts to make the Services available in accordance with the service levels as set out in the SaaS Agreement.

5. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information ("Confidential Information"). The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know. Each Party's obligations of non-disclosure are effective as of the effective date and will survive termination or expiration of this Agreement.

6. Intellectual Property Ownership; Feedback

(a) Provider IP. Authorized User acknowledges that Provider owns all right, title, and interest in and to the Provider IP.

(b) Customer Data. Customer owns all right, title, and interest in and to the Customer Data. Authorized User hereby grants to Provider a non-exclusive, royalty-free, worldwide license to use Customer Data as necessary for Provider to provide the Services.

(c) Feedback. If Authorized User sends any communications suggesting changes to the Provider IP ("Feedback"), Provider is free to use such Feedback without any attribution or compensation.

7. Limited Warranty and Warranty Disclaimer

THE PROVIDER IP, INCLUDING THE SERVICES, ARE PROVIDED ON AN "AS IS", "WHERE IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. PROVIDER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

8. Third Party Claims and Indemnification

Authorized User shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any losses, damages, liabilities, costs ("Losses") incurred by Provider resulting from any third-party claim based on Authorized User's negligence, wilful misconduct, or unauthorized use of the Services. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION EXCEED $100.

9. Limitations of Liability

IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE SIX MONTH PERIOD PRECEDING THE CLAIM OR $100, WHICHEVER IS LESS.

10. Term and Termination

(a) Term. The term begins upon first use of the Services and terminates upon the earlier of the termination of the SaaS Agreement or the termination of this Agreement.

(b) Termination. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and such breach remains uncured 30 days after written notice. Provider may terminate this Agreement for convenience, effective on written notice to Customer.

(c) Effect of Termination. Upon termination, Authorized User shall immediately discontinue use of the Provider IP. Provider may delete Customer Data.

11. Miscellaneous

(a) Governing Law. This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable therein.

(b) Choice of Forum. Any legal proceeding shall be instituted in the courts of the Province of British Columbia or the federal courts of Canada.

(c) Assignment. Authorized User may not assign any rights under this Agreement without Provider's prior written consent.

(d) Amendments. Provider reserves the right to revise these terms from time to time. Continued use of the Services constitutes acceptance of revised terms.

(e) Severability. If any provision is invalid, illegal, or unenforceable, such invalidity will not affect any other provision.