End User Terms of Use

1. Definitions

The following terms shall have the meanings specified or referred to below:

• "Services" means the various software, applications, programs, services, information, and data provided by estats and made available for your use via the Site, including the E-Sign module, Property Management module, and any related features.
• "Site" means estats.ca and any other websites or mobile versions owned or operated by estats.
• "estats E-Sign" means the electronic signature tool provided as part of the estats platform.
• "estats Platform" means all of estats' proprietary technology and software, which includes but is not limited to the E-Sign module, Property Management module, and the estats Software.
• "estats Software" means downloadable software applications and programs for use with the Site or Services.
• "Your Data" means any and all materials or content you make available to estats to process, store or use in connection with the Site and the Services including, but not limited to, documents, property information, tenant data, images, text, and any other content you upload, input, or authorize access to through the Site or Services.
• "Us," "We," or "Our" means estats Technology Inc.
• "You" or "Your" means the person, business or entity who is authorized to use the Site or Services.

2. Services and Account

2.1 Services

Subject to these Terms, estats agrees to provide you with the Services as described in the applicable subscription plan you select.

2.2 Your Account

Your use of the Site or Services may require you to maintain a user account. estats shall have the right to monitor use of the Services and the content and materials uploaded by you, for the purpose of determining compliance with these Terms, as well as the right to remove or refuse any information for any reason in accordance with applicable law.

You shall take all steps necessary to protect your login(s) and password(s), to safeguard the security and integrity of the Services, and to protect against unauthorized access and use. You shall immediately notify estats of any violation of the foregoing. Any access to the Services using your login and password shall be deemed access by you.

2.3 Account Security

You are responsible for all activity that occurs under your account. estats is not responsible for any loss or damage arising from your failure to comply with the above requirements.

3. License Grant

We grant you a non-transferable, non-exclusive right to access and use the Services, pursuant to these Terms, for your own personal, individual, and internal property management or e-signature activities as expressly authorized under these Terms. No right to sub-license or sub-let is granted under these Terms.

4. Use of Services

4.1 estats Software

estats may, in its discretion, provide you with online access to the estats Software. The estats Software is included within the definition of and is part of the "Services" and its access and use by you is subject to the terms and conditions of these Terms of Use. estats has the right to terminate or suspend your access and use of the estats Software at any time without notice.

4.2 Electronic Signature — estats E-Sign

Your Services may include products that allow for the collection and storage of electronic signatures on your documents ("Electronic Signature Products"). You are solely responsible for determining whether the use of an electronic record or electronic signature complies or does not comply with the Electronic Transactions Act (British Columbia) and any other applicable laws, rules and regulations pertaining to the use of electronic records and electronic signatures.

estats shall not be responsible or liable for, and you are solely responsible for, determining whether any person must be provided with a disclosure required by law to be in writing, whether the delivery of an electronic record satisfies such law, and for providing such disclosure to the consumer. We make no representations or warranties that the consumer disclosures in any Electronic Signature Product are appropriate for or provide all of the disclosures as required for your particular transaction.

In addition to these Terms, the E-Sign Consumer Disclosure Notice and Consent notice ("Notice") shall also govern your use of estats E-Sign and is incorporated herein. In the event of any conflict between these Terms and the Notice, the Notice shall take precedence with regards to the specific conflict.

4.3 Maintenance

Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason. estats shall have the right, without any liability to you, to suspend access to any portion or all of the Services at any time: (a) for scheduled downtime — currently scheduled between midnight and 6:00 a.m. Pacific Time; (b) in the event of a denial of service attack or other attack on the Services; and (c) in the event that estats determines that it is necessary or prudent to do so for legal or regulatory reasons.

4.4 Storage

You agree that estats has no responsibility or liability whatsoever for the deletion, corruption or failure to store any transaction, template, clause, content, or document maintained by estats or maintained or utilized in the estats Platform. If you wish to save transaction documents, your data and/or any content contained in the estats Platform, you should export the documents to another location.

estats will use its best efforts to maintain your data. Accounts that have not been accessed for a period of fourteen (14) months may be subject to archival or deletion at estats' sole discretion.

4.5 Third-Party Links and Content

The Site and Services may contain links to third-party websites or services. estats does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Site or Services, you do so at your own risk and understand that this Agreement and our Privacy Notice do not apply to your use of such sites.

4.6 No Professional Advice

estats and its Site and Services do not provide legal, financial, accounting, tax, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

4.7 Compliance Obligations

You acknowledge that you are aware of and agree to abide by all of your compliance obligations, including but not limited to these Terms and all applicable Canadian domestic, international, provincial, and local laws, acts, rules and regulations (including but not limited to all applicable licensing requirements, real estate transaction laws, privacy legislation, and applicable Canadian anti-spam laws). You will not use the Site or Services for any illegal purpose or in violation of your compliance obligations.

4.8 Prohibited Activities

You shall not: (a) reproduce, duplicate, disseminate, copy, modify, translate, or create derivative works based on the Site or Services; (b) sell, rent, lease, loan, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or Services; (c) use the Site or Services for any use other than the expressly authorized set forth above; (d) reverse engineer, decompile, disassemble, circumvent the security and restrictions, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site or Services; (e) remove or otherwise alter any proprietary notices or labels from the Site or Services; (f) use the Site or Services to create any product or service that competes with the Site or Services; (g) use the Site or Services if you are a competitor of estats, without estats' prior written consent; (h) violate the security of any computer network, or crack, hack or circumvent any passwords or security encryption codes; or (i) engage in any other use that is fraudulent, violates your compliance obligations, or is not expressly provided for by these Terms.

5. Proprietary Rights

5.1 Your Data

Any and all materials, data, content and information that you provide, make available or have someone provide on your behalf to estats or any third-party resource to use in connection with the Site and the Services is "Your Data." The term "Your Data" does not include the Services, Third-Party Resources, the estats Intellectual Property, the estats Platform, or any other estats products or services, or any derivative works thereof.

You agree and warrant that Your Data does not contain viruses, worms, spyware, adware, or other potentially damaging programs or files; that Your Data is not known by you to be false, inaccurate, or misleading; and that Your Data and/or the use or uploading of Your Data to the Site and Services does not violate any law or the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

5.2 License Grant and Representations

You hereby grant to estats a non-exclusive, worldwide, royalty-free, perpetual, sub-licensable license and right to host, use, process, reproduce, display, and transmit Your Data to provide the Services pursuant to and in accordance with these Terms. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data, and for obtaining all rights related to Your Data required by estats to perform the Services.

5.3 estats' Intellectual Property

You shall not contest or otherwise challenge: (a) estats' designation of its confidential information as trade secrets and commercially sensitive and confidential and proprietary information; or (b) estats' ownership of estats Intellectual Property. estats is the owner of all estats Intellectual Property and no title or ownership of the Confidential Information or estats Intellectual Property is transferred to you by way of these Terms of Use.

You agree that any feedback, suggestions, improvements, enhancements, input and/or feature requests relating to the Site or Services provided by you to estats shall be owned solely by estats, shall be included as part of estats' Intellectual Property, and estats shall be free to exploit and/or incorporate such feedback in connection with the Services, Site and/or estats' business.

6. Privacy and Confidential Information

6.1 Personal Information

You represent, warrant, covenant and agree that you shall comply with all relevant provincial and federal data privacy standards and all applicable Canadian laws, rules and regulations governing data, banking and financial information, real estate, the purchase or sale of real estate, real estate transactions, agencies and brokers, privacy, personal data and personal information and PII including PIPEDA and any other applicable Canadian data privacy laws, rules, regulations and guidelines.

You represent, warrant, covenant and agree that for so long as you maintain, possess, acquire, disclose, use, or have access to any PII, you shall at all times maintain the PII in strict confidence and shall not disclose it to anyone or use it for any purposes except as expressly authorized in these Terms of Use and as permitted by applicable law and the Data Privacy Standards.

6.2 Confidential Information

You will treat and hold all confidential, commercially sensitive, proprietary, and/or non-public information ("Confidential Information") received from estats in strict confidence and will not use or disclose to anyone any of the information except as otherwise expressly permitted by these Terms of Use. The term "Confidential Information" shall include PII, all user logins and passwords, estats Intellectual Property, the estats Software, the estats Platform, the Services and their features, functionality, work-flow, algorithms, screen displays and methods, system updates and all documentation relating thereto.

6.3 Compelled Disclosure

estats reserves the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing estats to disclose any Your Data, or any other content, data, information, the identity of anyone posting content or using the Site or Services or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

7. Fees and Payment Terms

You shall pay all fees specified in the applicable subscription plan ("Fees"). Except as otherwise specified in this Agreement:

• Fees are quoted and payable in Canadian dollars (CAD), plus applicable taxes (GST/HST/PST as required by your province of residence).
• Fees are non-refundable except as expressly stated in these Terms.
• Subscriptions automatically renew at the end of each billing period unless cancelled at least 24 hours before the renewal date.
• estats reserves the right to change its fees upon 30 days' notice. Continued use of the Services after a fee change constitutes acceptance of the new fees.
• Payments are processed by Stripe. By providing a payment method, you authorize estats and Stripe to charge all fees incurred under your account.
• You shall be solely responsible for the payment of all applicable sales, use, value added, or other tax obligations arising out of or in connection with this Agreement and your use of the Services.

8. Term and Termination

8.1 Term

This Agreement commences on the date this Agreement is acknowledged by you and continues in effect until the latter of the initial subscription term identified in the applicable subscription plan or when you cease access and use of the Services.

8.2 Termination

estats shall have the right, in its sole discretion, to terminate this Agreement at any time for any reason, cease doing business with you or any business, person or entity and/or to terminate or suspend your access to the Service, or any part thereof, temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including for record keeping, quality assurance, or if estats believes that you have violated or acted inconsistently with the letter or spirit of these Terms. You also agree that estats will not be liable to you or to any third party for any modification or termination of access to the Services.

8.3 Effects of Termination

Upon termination, cancellation or expiration of this Agreement for any reason whatsoever: (a) Your right to access and use the Services shall immediately, automatically, and without notice, be revoked; (b) you shall immediately cease all access to and use of the Services and all Confidential Information; (c) estats shall have the right to terminate and deny you access to and use of the Services immediately and without notice. The obligations set forth in this Agreement which, by their nature, are intended to survive the termination of this Agreement shall survive.

9. Dispute Resolution

Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with these Terms. Either party shall give the other written notice of the claim, explaining the nature of the claim and the relief sought. The parties shall then attempt to negotiate a resolution for not less than 30 days after such notice is given.

If the dispute cannot be resolved by negotiation, the parties may pursue their legal remedies through the courts of British Columbia, Canada, in accordance with Section 12 (Governing Law) below.

10. Disclaimer of Warranties

11. Limitation of Liability

Some jurisdictions (including certain Canadian provinces) do not allow the exclusion or limitation of certain warranties or liability for certain types of damages. In such jurisdictions, the exclusions and limitations above apply only to the extent permitted by applicable law.

12. Governing Law

We agree that the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and estats or its affiliates. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia, Canada, for the resolution of any disputes arising out of or in connection with these Terms.

Additional Communications Provisions (Canadian Residents)

Canadian residents agree to the following provisions related to compliance with Canada's Anti-Spam Legislation (CASL), the federal Personal Information Protection and Electronic Documents Act (PIPEDA), and applicable provincial privacy law:

• You agree to the provisions governing use and disclosure of personal information that are found in our Privacy Notice.
• Because the purpose of our communications includes your interest in our services, our communication with you will continue until you revoke your consent or opt-out.
• Your personal information is stored in, and will not be transmitted outside of, Canada.

13. General Provisions

Entire Agreement

These Terms of Use, together with our Privacy Notice and any applicable subscription plan, constitute the entire agreement between you and estats with respect to the subject matter hereof and supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and estats.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

Waiver

The failure of estats to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Assignment

You may not assign these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of estats. estats may freely assign these Terms.

Indemnification

You agree to defend, indemnify and hold harmless estats and its employees, officers, agents, and directors from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

14. Changes to Terms

We reserve the right to change the Site, these Terms of Use, or our Privacy Notice at any time. If we change the Terms of Use or some part of them, the changes will become effective immediately upon posting of the updated Terms on this web page. We will notify registered users of material changes by email at least 30 days in advance. Your continued use of the Services following our publication of any changes to these Terms of Use will expressly reaffirm your agreement to be legally bound by these Terms, as updated. Should you wish to opt-out of such future changes, you must communicate your request to opt-out to us in writing.

15. Contact Us

If you have any questions or concerns regarding these Terms of Use, please contact us at: