Terms of Service

These Terms of Service (the "Terms") constitute a binding agreement between YardScout (the "Operator," "we," "us," or "our") and any person who accesses, browses, or otherwise uses the YardScout website located at yardscout.ca, together with all features, functionality, application programming interfaces (APIs), in-platform messaging, and content made available by the Operator through that website or those interfaces (collectively, the "Platform").

By accessing or using the Platform, you (the "User," "you," or "your") agree to be bound by these Terms and the Operator's Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions

In these Terms, capitalized terms have the meanings set out below. Other terms defined in context shall have the meanings ascribed to them where introduced.

(a) "Brokerage" means a licensed real-estate brokerage in the User's province to which the Operator may refer a Transaction or Transaction-related inquiry pursuant to section 10 below.

(b) "Content" means any text, listing, photograph, image, video, message (including messages exchanged through in-platform messaging), post, inquiry, comment, profile information, verification submission, or other material submitted, transmitted, uploaded, or otherwise made available by a User through the Platform.

(c) "Financial Services Partner" means a third-party financial-services provider, holding all applicable regulatory licences, with which the Operator integrates or partners to make available payment processing, escrow, lending, insurance, or similar financial services through the Platform.

(d) "Inquiring Party" means a User who submits an inquiry, request, or expression of interest in connection with a listing or demand-board post on the Platform.

(e) "Listing Party" means a User who submits a property listing, availability post, or similar material on the Platform.

(f) "Partner" means a third-party organization with which the Operator has entered into a commercial, integration, syndication, co-marketing, or advertising-related arrangement involving access to, or sharing of, Platform information. "Partner" includes, where the context permits, an Advertising Partner under section 15 and a Financial Services Partner under section 12.

(g) "Personal Information" has the meaning ascribed to that term in the Personal Information Protection and Electronic Documents Act (Canada).

(h) "Platform" has the meaning set out in the preamble above.

(i) "Posting Party" means a User who posts a demand-board entry, newsletter signup, waitlist signup, or similar non-listing submission on the Platform.

(j) "Transaction" means any lease, purchase, sale, or other commercial arrangement relating to industrial outdoor storage or similar real property that arises out of, or is facilitated by, a User's interaction with the Platform.

2. Nature of the Platform — What YardScout Is and Is Not

(a) Information and listing service. The Platform is an information and listing service that enables Users to discover, advertise, and initiate contact regarding industrial outdoor storage and similar real-property opportunities. The Operator's role is limited to providing the Platform and, where applicable, referring Transactions to a Brokerage in accordance with section 10.

(b) Not a brokerage; not a financial institution. The Operator is not itself a real-estate brokerage, is not a regulated financial-services provider, is not a party to any Transaction between Users, and does not represent any User in connection with any Transaction. The Operator does not provide legal, tax, financial, valuation, brokerage, fiduciary, insurance, lending, or investment advice of any nature.

(c) No agency. Nothing in these Terms, and no User's use of the Platform, creates any agency, partnership, joint venture, employment, fiduciary, or other relationship between the Operator and any User beyond the contractual relationship expressly created by these Terms.

(d) No verification of Content. The Operator does not independently verify the accuracy, completeness, legality, ownership, or quality of any Content submitted by Users, except where the User has elected to participate in an optional verification feature offered under section 8 below. Users are solely responsible for the Content they submit.

3. Eligibility — Who May Use the Platform

(a) Age. The Platform is intended for and may be used only by individuals who are at least eighteen (18) years of age. By accessing or using the Platform, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms.

(b) Authority. Where you use the Platform on behalf of an entity, you represent and warrant that (i) you are authorized to bind that entity to these Terms, and (ii) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

(c) Compliance with law. You represent and warrant that your access to and use of the Platform complies with all applicable laws, regulations, and contractual restrictions, including without limitation those relating to real estate, brokerage licensing, privacy, anti-spam, financial services, and competition.

(d) Geographic scope. The Platform is intended for Users located in Canada. If you access the Platform from outside Canada, you do so at your own initiative and are solely responsible for compliance with the laws of your jurisdiction.

4. Content Submission and License Grant

(a) Your representations regarding Content. By submitting Content, you represent and warrant that (i) you own or have all necessary rights, licenses, consents, and permissions to submit such Content and to grant the licenses set out in this section 4; (ii) the Content is accurate, complete, and not misleading in any material respect; (iii) the Content does not infringe or violate the intellectual-property, privacy, publicity, or other rights of any third party; (iv) you have lawful authority to advertise, lease, or sell any property described in the Content; and (v) the Content complies with all applicable laws and these Terms.

(b) License grant. By submitting Content to the Platform, you grant the Operator a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sub-licensable, and transferable license to use, reproduce, modify, adapt, translate, publish, publicly display, publicly perform, distribute, host, store, archive, license, and otherwise exploit such Content, in whole or in part, in any and all media and formats now known or hereafter developed, for any purpose consistent with this Agreement and the Privacy Policy, including without limitation: (i) operating, promoting, improving, and commercializing the Platform; (ii) training, fine-tuning, evaluating, and otherwise improving machine-learning, artificial-intelligence, and other automated systems used by the Operator or its Partners, consistent with the purposes described in the Privacy Policy; (iii) generating market intelligence, valuations, and commercial offerings using anonymized and aggregated data as described in the Privacy Policy; (iv) using anonymized and aggregated data derived from such Content in any form; (v) sharing Content with Partners pursuant to section 14 below; and

(vi) using Content in connection with advertising and marketing programs described in section 15 below. The Operator's exercise of this license with respect to identifiable Personal Information is subject to the Operator's obligations under the Privacy Policy. The Operator's exercise of this license shall not entitle you to any payment, royalty, attribution, or other compensation.

(c) Moral rights waiver. To the maximum extent permitted by applicable law, you waive, in favour of the Operator and its sub-licensees, any moral rights or similar rights you may have in any Content submitted to the Platform.

5. Prohibited Conduct

You shall not, and shall not attempt to, directly or indirectly:

(a) submit any Content that is false, misleading, deceptive, fraudulent, unlawful, defamatory, obscene, threatening, harassing, discriminatory, or that infringes the rights of any third party;

(b) list, advertise, or offer for lease or sale any property over which you do not have lawful authority to do so, or misrepresent your interest in or relationship to any property;

(c) scrape, harvest, index, mirror, frame, hot-link, or otherwise systematically extract data from the Platform other than via publicly published interfaces expressly authorized in writing by the Operator;

(d) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, or structure of the Platform;

(e) introduce any virus, worm, trojan, spyware, malware, or other malicious code into the Platform, or attempt to gain unauthorized access to the Platform, related systems, or other Users' accounts;

(f) use the Platform to send unsolicited commercial communications, chain communications, pyramid schemes, or other prohibited solicitations, including in contravention of Canada's Anti-Spam Legislation (CASL);

(g) impersonate any person or entity, or misrepresent your affiliation with any person or entity, or submit false or misleading information in connection with any verification feature offered under section 8 below;

(h) interfere with, disrupt, or impose an unreasonable load on the Platform or its underlying infrastructure;

(i) use the Platform, or any Content obtained from the Platform, for any purpose that competes with the Operator's business, including without limitation training or fine-tuning machine-learning models on Content extracted from the Platform; or

(j) use the Platform in any manner that violates any applicable law, regulation, or order.

6. Listing Accuracy and Indemnification by Listing Parties

(a) Accuracy obligation. Each Listing Party shall ensure that all Content it submits is accurate, complete, current, and not misleading in any material respect, and shall promptly update such Content upon any material change.

(b) Takedown right. The Operator reserves the right, in its sole discretion and without notice or liability, to refuse, remove, suspend, or modify any Content, listing, account, or User whose Content or conduct the Operator determines (in its sole discretion) to be inaccurate, fraudulent, unlawful, infringing, offensive, abusive, or otherwise in breach of these Terms.

(c) Listing-party indemnification. Without limiting the indemnification provisions in section 19 below, each Listing Party shall indemnify, defend, and hold harmless the Operator and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to: (i) any inaccuracy, misrepresentation, or fraudulent statement in the Listing Party's Content; (ii) any claim by a third party that the Listing Party did not have lawful authority to advertise, lease, or sell the subject property; or

(iii) any Transaction or attempted Transaction involving the Listing Party.

7. Disputes Between Users — No Mediation

(a) User-to-user disputes. The Operator is not a party to, and does not mediate, arbitrate, or otherwise resolve, any dispute between Users, including without limitation any dispute relating to a Transaction, listing, inquiry, deposit, occupancy, payment, condition of property, message exchanged through in-platform messaging, or representation made by a User.

(b) Direct resolution. Users shall resolve disputes between themselves directly or through legal counsel, mediation, arbitration, or the courts, as appropriate.

(c) Operator discretion. Nothing in this section 7 limits the Operator's right, but not obligation, to (i) remove Content or suspend Users pursuant to section 6 above, (ii) cooperate with law enforcement and regulators, or (iii) provide information relevant to a User-to-User dispute where compelled by legal process.

8. Identity Verification and Background Checks

(a) Optional verification. The Operator may, from time to time, offer optional identity-verification, background-check, business-credential, professional-licensing, or screening features (collectively, "Verification Features"), including without limitation features that confer status indicators (such as a "Verified" badge) on Users who complete them.

(b) Reservation of right. The Operator expressly reserves the right to introduce, modify, suspend, or discontinue any Verification Feature at any time, with or without notice, and to engage third-party Verification providers to perform the checks.

(c) User submissions. By electing to participate in a Verification Feature, you authorize the Operator and its Verification providers to collect, use, store, and verify the information you submit for the purposes described at the point of collection and in the Privacy Policy.

(d) No assurance. Completion of a Verification Feature, including receipt of any status indicator, does not constitute a representation, warranty, or guarantee by the Operator regarding the trustworthiness, financial condition, conduct, or qualifications of any User. The Operator disclaims all liability for reliance on Verification status by other Users.

9. In-Platform Messaging and User-to-User Communications

(a) Messaging features. The Operator may make available features enabling Users to communicate directly with one another through the Platform ("Messaging Features"), including without limitation text-based messaging, file sharing, and similar communications functionality.

(b) Content rules. All Content transmitted through Messaging Features is "Content" for purposes of these Terms and is subject to the license grant in section 4(b), the prohibited-conduct provisions in section 5, and the moderation and takedown rights in section 6(b).

(c) Moderation and review. The Operator reserves the right, but has no obligation, to monitor, review, screen, filter, and remove Content transmitted through Messaging Features for compliance with these Terms, applicable law, and the Operator's content policies. The Operator may use automated systems, machine-learning models, and human reviewers for this purpose.

(d) Storage and retention. The Operator may retain copies of Content transmitted through Messaging Features for the period described in the Privacy Policy. Deletion of your copy of a message does not delete the counterparty's copy or any retained Operator records.

(e) Not end-to-end encrypted. Messages transmitted through Messaging Features are not end-to-end encrypted. The Operator and its authorized service providers may access message content for the purposes of moderation, fraud detection, spam prevention, and compliance with these Terms and applicable law, as described in the Privacy Policy. Users should be aware of this when deciding what information to share through Messaging Features.

10. Brokered Transactions

(a) Referral mechanism. Where a User expresses interest in a Transaction, the Operator may refer the User and relevant Content to a Brokerage in the User's province. The terms of any Transaction shall be governed solely by the agreement between the User and the Brokerage (and, where applicable, the counterparty), and the Operator is not a party thereto.

(b) No representation. The Operator does not represent any User in any Transaction. Users are encouraged to obtain independent legal, tax, and financial advice in connection with any Transaction.

(c) Referral fees. The Operator may receive a referral fee or similar compensation from the Brokerage in connection with a referred Transaction. Such compensation shall not be charged to the User unless expressly disclosed in writing in advance.

11. Payments

(a) Free use today. As of the Last-Updated date of these Terms, use of the Platform is provided to Users without charge. The Operator reserves the right to introduce paid features, paid subscriptions, paid placements, or other monetization mechanisms in the future, subject to written notice and additional terms applicable to such paid services.

(b) Future payment terms. Where the Operator introduces paid services, additional payment terms shall apply and shall be presented at the point of purchase. By electing to use a paid service, the User agrees to those additional payment terms.

(c) Payment processing. Where payments are accepted, payment processing is conducted by a Financial Services Partner under section 12 below and not by the Operator. The Operator does not hold User funds.

12. Financial Services and Banking Partners

(a) Partner-led financial services. From time to time, the Operator may make available, through integrations with one or more Financial Services Partners, services including without limitation payment processing, escrow, deposit handling, lending, credit screening, insurance referrals, and similar financial services (collectively, "Financial Services").

(b) Operator role limited. The Operator is not itself a regulated financial-services provider, money services business, mortgage broker, or financial institution. The Operator does not hold User funds, extend credit, provide insurance, or otherwise act as a financial institution. All Financial Services are provided by the applicable Financial Services Partner under that partner's own terms, regulatory licences, and consumer-protection regimes. By electing to use any Financial Service, you enter into a direct relationship with the applicable Financial Services Partner and agree to that partner's terms.

(c) Information sharing with Financial Services Partners. To facilitate Financial Services, the Operator may share information with the applicable Financial Services Partner as described in the Privacy Policy. Such partners are bound by confidentiality and data-protection obligations and by applicable financial-sector regulatory regimes.

(d) Disclosure of relationships. The Operator may receive referral, integration, or partnership compensation from Financial Services Partners. Where required by applicable law (including the Mortgage Brokerages, Lenders and Administrators Act, 2006

(Ontario) and equivalent legislation in other provinces), the Operator will disclose the nature and amount of any such compensation to the User before or at the time of the referral. Such compensation shall not be charged to the User unless expressly disclosed in writing in advance.

(e) No financial advice. Nothing on the Platform, including any output from Financial Services Partners, constitutes financial, lending, insurance, tax, or investment advice from the Operator. Users are encouraged to obtain independent advice from regulated professionals.

13. Referral, Affiliate, and Incentive Programs

(a) Reservation. The Operator reserves the right to introduce, from time to time, referral programs, affiliate programs, reward programs, loyalty programs, sweepstakes, contests, and other incentive programs (collectively, "Incentive Programs").

(b) Program terms. Each Incentive Program shall be governed by additional terms and conditions presented at the point of participation. By electing to participate in an Incentive Program, the User agrees to those additional terms.

(c) Eligibility. The Operator reserves the right to determine, in its sole discretion, User eligibility for any Incentive Program, to limit participation, to disqualify Users found to be engaged in fraud or abuse, and to modify or terminate any Incentive Program at any time.

(d) Tax responsibility. Users are solely responsible for any tax consequences arising from participation in any Incentive Program.

14. API Access and Partner Data Sharing

(a) Partner relationships. The Operator may, from time to time, enter into commercial, integration, syndication, or co-marketing relationships with Partners and may make application programming interfaces (APIs) or other technical interfaces available to Partners for the purpose of accessing, integrating with, or receiving data from the Platform.

(b) Data sharing through APIs. Subject to applicable law and the Privacy Policy, the Operator may share Content and other Platform information with Partners through such APIs or through other technical means. Partners receiving such information are bound by written confidentiality and data-protection obligations imposed by the Operator.

(c) Public listing data. Without limiting the generality of the foregoing, the Operator may make publicly-displayed listing information available to Partners through APIs for purposes including syndication, search-engine indexing, lender or operator integrations, and similar commercial uses.

(d) No user-facing API today. As of the Last-Updated date of these Terms, the Operator does not offer a public-facing API. This section is forward-looking and applies upon the Operator's introduction of any such interface.

15. Advertising on the Platform

(a) Reservation. The Operator reserves the right to introduce, from time to time, paid advertising, sponsored placements, sponsored Content, retargeting, remarketing, native advertising, and other marketing or audience-targeting mechanisms on the Platform, and to engage one or more advertising networks, demand-side platforms, supply-side platforms, retargeting providers, audience-matching providers, attribution vendors, and marketing partners (collectively, "Advertising Partners") to deliver, optimize, and measure such advertising.

(b) Identification of sponsored Content. Where the Operator displays sponsored Content or paid placements, the Operator shall identify such Content in accordance with applicable advertising standards, the Competition Act (Canada), the Ad Standards Canadian Code of Advertising Standards, and other applicable laws and standards.

(c) Cookies, pixels, and tracking technologies. The Operator's use of advertising cookies, pixels, software development kits (SDKs), and similar tracking technologies is described in the Cookie Notice. The Operator will obtain consent for any non-essential advertising cookies and tracking technologies where required by applicable law.

(d) Information sharing with Advertising Partners. To deliver and measure advertising, the Operator may share information with Advertising Partners as described in the Privacy Policy, including without limitation hashed identifiers, device identifiers, pseudonymous behavioural data, and conversion events. Advertising Partners are bound by their own privacy practices and applicable law.

(e) CASL. Display advertising delivered through third-party advertising networks (including retargeting and behavioural advertising shown on websites and applications) does not constitute a commercial electronic message for the purposes of Canada's Anti-Spam Legislation. Email and direct electronic marketing communications from the Operator to Users are governed by section 16 of these Terms.

(f) No endorsement. The Operator does not endorse, and is not responsible for, the products or services of any advertiser or sponsor.

16. Commercial Communications and CASL Compliance

(a) Implied and express consent. By submitting a listing, inquiry, demand-board post, newsletter signup, or other communication through the Platform, you (i) provide your express consent to receive transactional communications from the Operator relating to your submission, account, and Platform activity, and

(ii) provide your implied or express consent (as applicable under section 10 of Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("CASL")) to receive occasional informational and promotional communications from the Operator relating to the Platform, industry developments, and the Operator's products and services.

(b) Unsubscribe. You may withdraw consent to receive promotional communications at any time by using the unsubscribe link included in each such communication or by emailing info@yardscout.ca. Withdrawal of consent shall be effective in accordance with CASL and applicable law.

(c) Transactional communications. Notwithstanding any withdrawal of consent under section 16(b), the Operator may continue to send transactional, account, and service-related communications necessary to provide the Platform.

17. No Warranties — As-Is, As-Available

(a) Disclaimer. THE PLATFORM AND ALL CONTENT, FEATURES, AND FUNCTIONALITY MADE AVAILABLE THEREON ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, OR UNINTERRUPTED OPERATION.

(b) No reliance on Content, Verification, or Partner outputs. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OPERATOR MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR LEGALITY OF ANY CONTENT, THE TRUSTWORTHINESS OR QUALIFICATIONS OF ANY USER, OR THE OUTPUTS, SERVICES, OR PRODUCTS OF ANY FINANCIAL SERVICES PARTNER OR ADVERTISING PARTNER. USERS RELY ON SUCH CONTENT, VERIFICATION STATUS, AND PARTNER OUTPUTS AT THEIR OWN RISK.

18. Limitation of Liability

(a) Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE OPERATOR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS TO ANY USER ARISING OUT OF OR RELATING TO THESE TERMS OR THE USER'S USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNTS, IF ANY, ACTUALLY PAID BY THE USER TO THE OPERATOR FOR USE OF THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR

(ii) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

(b) Excluded damages. IN NO EVENT SHALL THE OPERATOR OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR OTHER ECONOMIC ADVANTAGE, WHETHER OR NOT THE OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Carveouts. Notwithstanding the foregoing, nothing in this section 18 limits the Operator's liability for: (i) fraud or fraudulent misrepresentation by the Operator; (ii) wilful misconduct or gross negligence by the Operator; or (iii) any liability that cannot be excluded or limited under applicable law, including any mandatory rights available to consumers under applicable consumer protection legislation.

(d) Fundamental basis. THE LIMITATIONS IN THIS SECTION 18 ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE OPERATOR AND USERS AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Indemnification

(a) General indemnification. Subject to section 19(b) below, you shall indemnify, defend, and hold harmless the Operator and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to: (i) any breach by you of these Terms or any applicable law; (ii) any Content you submit (including without limitation Content transmitted through Messaging Features under section 9); (iii) any infringement or alleged infringement by you of any third-party intellectual-property right; (iv) any Transaction or attempted Transaction involving you; or (v) any false, misleading, or fraudulent submission in connection with a Verification Feature under section 8 or an Incentive Program under section 13.

(b) Cap on general indemnification. Your aggregate liability under section 19(a) shall not exceed fifty thousand Canadian dollars (CAD $50,000), except where the claim arises from (i) your fraud or fraudulent misrepresentation, (ii) your wilful misconduct, or (iii) your infringement of the Operator's or a third party's intellectual-property rights, in each of which cases no cap applies.

(c) Financial services indemnification. Where a claim by the Operator or a Financial Services Partner arises directly from your misuse of, or misrepresentation in connection with, a Financial Service made available under section 12 (including false information provided in a credit or identity screening process), you shall indemnify the Operator for that claim on the terms of section 19(a), subject to the cap in section 19(b).

(d) Defence. The Operator reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with the Operator.

20. Automated Decisions, Machine Learning, and AI

(a) Use and reservation. The Operator employs, and expressly reserves the right to expand its use of, automated systems, machine-learning models, artificial-intelligence techniques, and similar technologies in connection with the operation of the Platform, including without limitation for: (i) matching, ranking, recommendation, and discovery; (ii) moderation, fraud detection, and abuse prevention; (iii) generation of descriptive content, summaries, translations, valuations, and similar outputs; (iv) Verification under section 8; (v) Incentive Program operation under section 13; (vi) targeting, optimizing, and measuring advertising under section 15; and (vii) generation of commercial offerings described in section 4(b) and the Privacy Policy.

(b) Training on Content. Without limiting section 4(b), the Operator reserves the right to use anonymized and aggregated data derived from Content, and Content from which identifiable Personal Information has been removed or protected, to train, fine-tune, evaluate, and improve its own and its Partners' machine-learning and artificial-intelligence models, consistent with the Privacy Policy.

(c) Human review. Where an automated decision produces a significant effect on a User (including without limitation removal of a listing, restriction of an account, denial of Verification, or disqualification from an Incentive Program), the User may request human review by emailing info@yardscout.ca.

(d) No warranty as to outputs. Outputs generated by the Operator's automated systems (including matches, valuations, summaries, and translations) are provided for convenience only and do not constitute representations, warranties, or advice by the Operator.

21. Governing Law and Forum

(a) Governing law. These Terms, and any non-contractual obligations arising out of or in connection with these Terms, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

(b) Forum — Canadian Users. Notwithstanding the choice of governing law in section 21(a), a User who is a resident of Canada may bring any action or proceeding arising out of or in connection with these Terms in a court of competent jurisdiction in the province of the User's residence, and the Operator hereby consents to the non-exclusive jurisdiction of such court for that purpose.

(c) Forum — non-Canadian Users. A User who is not a resident of Canada irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Ottawa, for any action or proceeding arising out of or in connection with these Terms.

(d) Limitation period. Any cause of action arising out of or related to the Platform or these Terms must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action is permanently barred, subject to any mandatory minimum limitation periods prescribed by applicable consumer protection legislation that cannot be contracted out of.

22. Changes to These Terms

The Operator may amend these Terms from time to time. The Operator shall post the amended Terms on the Platform with a new "Last updated" date. For material changes (including changes to the license grant in section 4(b), the limitation of liability in section 18, or the governing-law provisions in section 21), the Operator shall use reasonable efforts to provide additional notice, including by email or in-product notice. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the amended Terms.

23. Miscellaneous

(a) Entire agreement. These Terms, together with the Privacy Policy and any additional terms applicable to specific paid services, Financial Services, Verification Features, Incentive Programs, advertising arrangements, or API access, constitute the entire agreement between the Operator and the User with respect to the Platform and supersede all prior or contemporaneous communications, representations, or agreements.

(b) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

(c) No waiver. The Operator's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

(d) Assignment. The User may not assign or transfer these Terms or any rights or obligations hereunder without the Operator's prior written consent. The Operator may assign these Terms freely, including without limitation in connection with a merger, acquisition, sale of assets, or corporate reorganization.

(e) No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that Financial Services Partners are intended third-party beneficiaries of the indemnification provisions in section 19 to the extent of claims arising from a User's misuse of their services under section 19(c).

(f) Survival. Sections 4 (License Grant), 6(c) (Listing-Party Indemnification), 7 (No Mediation), 8(d) (No Verification Assurance), 9(b)-(e) (Messaging), 12 (Financial Services), 14 (API and Partner Data Sharing), 15 (Advertising), 17 (No Warranties), 18 (Limitation of Liability), 19 (Indemnification), 20 (Automated Decisions), 21 (Governing Law and Forum), and 23

(Miscellaneous) shall survive any termination or expiry of these Terms.

(g) Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents connexes soient rédigés en anglais.

24. Contact

Questions or notices regarding these Terms: info@yardscout.ca