RENOWORKS TERMS OF SERVICE

INTRODUCTION

Renoworks Software Inc. provides use of the Software and Services (as defined below) to you subject to the following Terms of Service (“TOS”).

You are responsible for regularly reviewing the current version of these TOS which is published at http://www.Renoworks.com/tos.

Additionally, when using the Software and Services, you shall be subject to any published guidelines, rules or terms applicable to such Software and Services, which may be posted from time to time.

All such guidelines, rules or terms (including, without limitation, the Renoworks Privacy Policy and applicable Client and Service Provider terms of service and privacy policies) are hereby incorporated by reference into these TOS.

Renoworks may also offer other Software and Services that are governed by these or different terms of service.

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU, RENOWORKS AND THE CLIENT (AS APPLICABLE) AND GOVERNS YOUR USE OF THE SOFTWARE AND SERVICES. BY DOWNLOADING AND/OR USING THE SOFTWARE AND SERVICES YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO THESE TOS AND RENOWORKS’ PRIVACY POLICY (“PRIVACY POLICY”) AND, IF APPLICABLE, RENOWORKS’ ONLINE SERVICE AGREEMENT (“OSA”), AND ANY OTHER RELATED TERMS AND CONDITIONS LOCATED ON RENOWORKS’ OR CLIENTS’ WEBSITE(S), ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TOS, DO NOT USE THE SOFTWARE AND SERVICES.

In the event any of the terms of these TOS conflict with the Privacy Policy or applicable OSA, the terms of the applicable OSA or Privacy Policy shall govern as to the conflicting terms.

If you have any questions regarding these terms and conditions, please contact our Privacy Officer at privacy@Renoworks.com.

DEFINITIONS

Unless otherwise provided in these TOS, capitalized terms used in these TOS have the following meanings:

“Renoworks” means Renoworks Software Inc., a Canadian corporation;

“Renoworks Platform” means Renoworks’ websites and applications, Renoworks online service known as Renoworks Pro, Renoworks FastTrack, Renoworks Design Services, Renoworks API and other related online applications and services, as well as its licensed Client Solutions commissioned by and licensed to a Client;

“Renoworks Solutions” includes the Renoworks online tools, visualizations, 2D and 3D renderings and models, measurements, reports, analytics, Renoworks Design Services and all other Software and Services related thereto which are ordered by or otherwise made available to you on the Renoworks Platform;

“Client” means a Renoworks licensee who has contracted with Renoworks to develop and provide a Client Solution;

“Client Solution” means the Renoworks Solutions branded, distributed, provided and maintained at the direction of a Client;

“Content” means the Renoworks 3D Models and Measurements, Property Summaries and Reports, Registration Information, photos, images, text and other data you provide to or receive from Renoworks in connection with your use of the Software and Services;

“Renoworks Design Services” means the image preparation services which includes your ability to upload, use, view, and manage the Renoworks Solutions generated through the use of such image preparation and consultation services.

“Renoworks Pro” means the subscription service and web and desktop visualization software that is primarily marketed to contractors and other home remodeling professionals through www.renoworkspro.com;

“Renoworks 3D Models and Measurements” means Renoworks’s 3D reconstruction and associated measurements of residential and commercial properties, generated through the use of the Software and Services and related production process, which may or may not include a Property Summary and Report;

“Property Summaries and Reports” means the digital and hard-copy structure and measurement report of the subject property identifying specified lines, measurements and other information;

“Registration Information” means your email address, name, address, postal or ZIP code and other login information that is provided upon registration when you create your user account through the Software and Services and any additional contact information submitted in connection with a request for an estimate or otherwise through the Renoworks Platform or Client Solution;

“Service Provider” means a third-party service provider who downloads, uses or accesses the Renoworks Platform or Client Solution to obtain Renoworks Solutions, that include Property Summaries, Reports, and Designs and other information in respect of persons and properties other than their own;

“Software and Services” means, collectively, the Renoworks Platform, Renoworks Pro, Renoworks FastTrack, Renoworks Design Services, Renoworks API, Renoworks websites (including, without limitation, renoworks.com, renoworkspro.com and all sub-domains), Client Solutions, Renoworks Solutions, related software and services, any of the foregoing that are licensed for use by a Client, Renoworks 3D Models and Measurements, Property Summarys and Reports, and, without limitation, any measurements, estimates, models, renderings, data, property summaries, pictures, recommendations or other information provided by or derived from the forgoing.

“Feedback” means submitted ideas, suggestions, documents, and/or proposals to Renoworks through its suggestion or feedback web pages or otherwise.

GENERAL REQUIREMENTS OF THE SOFTWARE AND SERVICES

Unless explicitly stated otherwise, any new features that augment, replace or enhance the current Renoworks Platform and Client Solutions, including new releases, shall be subject to these or other applicable TOS.

You understand and acknowledge that Renoworks may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Renoworks Platform and Client Solutions at any time without prior or any notice to you.

You understand and agree that the Renoworks Platform is provided “AS-IS” and that Renoworks assumes no responsibility for, among other things, availability, timeliness, analytics, measurements, deletion, failure to store any user data or communications or personalization settings, or changes to the Renoworks Platform or Client Solution that Renoworks may make from time to time.

You acknowledge and agree that you are responsible for obtaining access to the Software and Service, and that access may involve third-party fees (such as Internet service provider, data or airtime charges). In addition, you must provide and are responsible for all equipment, internet service provider, data and airtime charges necessary to access the Software and Services.

You acknowledge and agree that the Renoworks Platform, Client Solutions, Renoworks proprietary software, intellectual property and any other software provided in connection with the Software and Services contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

You further acknowledge and agree that Content contained or information presented to you through the Service is or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by Renoworks, you agree not to modify, rent, lease, loan, sell, distribute, brand as your own or create derivative works based on the Software and Services or other software or materials, in whole or in part.

All Renoworks logos and product and service names are trademarks of Renoworks (the “Renoworks Marks”). You agree not to display or use in any manner the Renoworks Marks without Renoworks’ prior written consent.

The Renoworks Platform and Renoworks Solutions are the property of Renoworks, and subject to the copyright, trademark and other intellectual property rights of Renoworks and its licensors. ©2019 Renoworks Inc. All rights reserved. Renoworks is a trademark of Renoworks in Canada, the United States and other countries.

The names of actual companies, products, and services mentioned herein or provided or offered as a result of the Software and Services may be the trademarks of their respective owners, including but not limited to the applicable Client, Service Provider or its affiliates.

By submitting Feedback to Renoworks or a Client through a suggestion or feedback web page or otherwise, you acknowledge and agree that:

(a) your Feedback does not contain confidential or proprietary information;

(b) Renoworks is not under any obligation of confidentiality, express or implied, with respect to the Feedback;

(c) Renoworks shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide;

(d) Renoworks may have something similar to the Feedback already under consideration or in development;

(e) your Feedback automatically become the property of Renoworks without any obligation of Renoworks to you; and

(f) you are not entitled to any compensation or reimbursement of any kind from Renoworks under any circumstances.

CLIENT SOLUTIONS

If you are downloading and/or using a Client Solution, these TOS shall be applicable and constitute a legal agreement between you, Renoworks and the applicable Client.

Each Client and its subsidiaries, distributors, dealers, retailers and contractors are third-party beneficiaries of these TOS, and have the right (and shall be deemed to have accepted the right) to enforce these TOS against you.

Additionally, any Content provided by you through the Renoworks Solutions or the Client Solutions, as well as any Software and Services ordered by or provided to you, may be made available to Renoworks and the applicable Client, together with their respective affiliates, distributors, dealers, retailers, contractors and service providers, for use in accordance with Renoworks’ and the applicable Client’s published Terms and Conditions and Privacy Policies and for the following purposes:

  • to process and manage your purchase and use of our Renoworks Solutions;
  • to respond to your inquiries or requests;
  • to create and deliver promotions, sales and marketing material;
  • to communicate with you by mail, telephone, facsimile, e-mail, mobile alerts, SMS text messaging or other reasonable means about Renoworks or the applicable Client and its affiliates; and
  • to further Renoworks and/or the applicable Client’s and its affiliates’ business purposes, such as to perform data analysis, audits, fraud monitoring and prevention, to enhance, improve or modify the services, to identify usage trends, determine the effectiveness of promotional campaigns and to operate and expand business activities.

RENOWORKS IS A SOFTWARE PROVIDER AND DOES NOT MANUFACTURE, DISTRIBUTE OR SELL THE BUILDING PRODUCTS LISTED ON CLIENT SOLUTIONS AND THE RENOWORKS PLATFORM AND HAS NO CONTROL OVER SUCH PRODUCTS. YOU ACKNOWLEDGE AND AGREE THAT RENOWORKS HAS NO LIABILITY TO YOU IN RESPECT OF THE ACCURACY, SUITABILITY, SAFETY, DELIVERY, PRICING, LEGALITY, GEOGRAPHIC LOCATION AND OTHER MATTERS RELATED TO BUILDING PRODUCTS ON CLIENT SOLUTIONS AND/OR THE RENOWORKS PLATFORM.

USE OF THE SOFTWARE AND SERVICES

INFORMATION AND DATA SHARING

BY ACCESSING AND/OR USING THE RENOWORKS PLATFORM, YOU HEREBY AGREE THAT ALL CONTENT AND INFORMATION MAY BE MADE AVAILABLE TO RENOWORKS, ITS CLIENTS AND THEIR AFFILIATES AND/OR APPLICABLE SERVICE PROVIDERS.

YOU UNDERSTAND AND AGREE THAT YOU MAY BE CONTACTED BY RENOWORKS OR SUCH CLIENTS OR THEIR AFFILIATES OR SERVICE PROVIDERS FOR BUSINESS AND MARKETING PURPOSES.

IF YOU DO NOT AGREE TO THE SHARING OF CONTENT AND YOUR PERSONAL INFORMATION OR DO NOT WISH TO BE CONTACTED BY RENOWORKS, ITS CLIENTS OR THEIR AFFILIATES OR SERVICE PROVIDERS, DO NOT USE OR REGISTER TO USE THE SOFTWARE AND SERVICES OR CLIENT SOLUTION.

IF AT ANY TIME YOU DESIRE FOR RENOWORKS NOT TO SHARE YOUR CONTENT OR PERSONAL INFORMATION WITH ANY CLIENT, AFFILIATE, SERVICE PROVIDER OR OTHERWISE, YOU CAN OPT-OUT BY EMAILING RENOWORKS AT PRIVACY@RENOWORKS.COM WITH THE SUBJECT LINE “OPT OUT”.

IF YOU ARE A SERVICE PROVIDER WHO HAS ACCESSED AND/OR IS USING A CLIENT SOLUTION, YOU ALSO HEREBY ACKNOWLEDGE AND CONSENT TO THE CLIENT’S ABILITY TO ACCESS, DISCLOSE, RESTRICT, MONITOR, COMPILE INFORMATION AND GENERATE REPORTS FROM YOUR USE OF THE CLIENT SOLUTION.

LIMITED RIGHT TO USE

Renoworks grants to you a non-exclusive, revocable, non-transferable license to access and use the Software and Services that have been purchased by or made available to you in accordance with these TOS.

The foregoing will not be construed as entitling you to physical delivery or possession of any Renoworks Solution. The Renoworks Solutions, Client Solutions and Software and Services have been licensed, not sold, to you.

Renoworks retains all rights in and to the Software and Services. Other than the limited license granted, you have no other right, title or interest in the Software and Services. You shall not:

(i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software and Services;

(ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Software and Services;

(iii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Renoworks or its affiliates, partners, suppliers or the licensors or licensees of the Software and Services, or otherwise obscure or modify the manner in which the Software and Services are displayed; or

(iv) reverse engineer or copy any ideas, features, functions or graphics of the Software and Services or build a competitive product or service using similar ideas, features, functions or graphics of the Software and Services. Any violation of the foregoing restrictions will constitute a material, non-curable breach of these TOS. You may not use the Software and Services, or use any process to use or compile any information, data or images contained therein in a manner that it can be used by or will become usable as a product or service for any other offering taking advantage of or exploiting in any way such information, data or images or the Software and Services.

PROHIBITED USAGE

You agree to not use the Software and Services to:

a. upload, publish or otherwise make available any Content that:

  • violates applicable law;
  • contains any patient, medical or other protected health information regulated by the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) or similar federal, provincial and state laws, rules or regulations;
  • contains any payment card information (other than that which is required to purchase the Software and Services);
  • infringes any patent, trademark, moral rights, trade secret, copyright or other proprietary rights of any party or use, modify or combine the Content in any manner, with any other material, in any fashion that infringes such rights of any person;

b. do or omit to do anything that may create liability or damages to Renoworks;

c. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. upload, email, transmit or make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form or solicitation;

e. upload, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

f. interfere with or disrupt the Software and Service or servers or networks connected to the Software and Services.

THIRD-PARTY FEATURES

Certain features, services and information made available by the Software and Services are provided by various third-party providers.

The information provided by these third-party providers are provided entirely “as-is,” without warranties of any kind and your use of such features and information may be subject to additional terms and conditions as defined by these third-party providers.

GEOMNI

You acknowledge that Renoworks uses third-party measurement, property report and aerial imagery data obtained through Geomni, Inc. If your use of the Software and Services involves data provided by Geomni, you hereby agree to be bound by Geomni’s terms and conditions located at Schedule “A” to these TOC and Geomni’s Privacy Policy located at https://www.geomni.com/en-us/privacy-policy.

ALL PROGRAMS, DOCUMENTATION, MEASUREMENTS, PROPERTY REPORTS, AERIAL IMAGERY AND OTHER MATERIAL PROVIDED BY GEOMNI IS PROPRIETARY TO GEOMNI, INC. AND MAY NOT BE USED OR COPIED WITHOUT ITS PRIOR WRITTEN CONSENT.

GOOGLE

You understand that the Software and Services involve use of services provided by Google Inc., including, streetview location-enabled feature, analytics, data insights and geolocation. If you use such functionality through the Software and Services then you are bound by the terms and conditions located at https://www.google.com/intl/en-US_US/help/terms_maps/. These features are provided “as is” without warranties and without any liability on Renoworks’ part.

RENOWORKS API

You acknowledge and agree that if you are using the Renoworks API you shall be bound by these TOS.

CLIENT AND SERVICE PROVIDER RESPONSIBILITIES

If you are a Client, partner, affiliate, reseller or Service Provider of Renoworks, you hereby agree to adhere to the conditions set forth in these TOS, the Renoworks Privacy Policy and where applicable any such agreements as determined between you and Renoworks.

USER OBLIGATIONS

You understand and agree that the Software and Services may include communications from Renoworks, such as service announcements and administrative messages, and that you may not be able to opt out of receiving them. If you provide any information that is untrue, inaccurate, not current or incomplete, or Renoworks has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Renoworks has the right to suspend or terminate your account, prevent your access to any or all portion of the Software and Services and/or Content (or other users’ access to your Content) and refuse any and all current or future use of the Software and Services (or any portion thereof) or Content. You certify that you are at least 18 years old; if you are not, you may not register for or use the Software and Services.

ACCOUNT, PASSWORD AND SECURITY

As part of your use of the Software and Services, you may receive a password and account designation upon completing the applicable registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account.

You agree:

  1. to immediately notify Renoworks of any unauthorized use of your password or account or any other breach of security;
  2. Renoworks shall bear no responsibility for unauthorized access to or use of the Software and Services or account by any other person;
  3. Renoworks will not be liable for any loss or damage arising from your failure to properly safeguard your account or password;
  4. You have the sole responsibility for adequate protection and backup of Content and information of any type that you upload to, download from or otherwise create or use with, the Software and Services, and/or equipment you use in connection with the Service; and
  5. Renoworks shall be entitled to rely on your username and password to determine whether you are an authorized user and liable to pay any fees associated with orders for the Software and Services. You may not share your account with anyone.

THIRD PARTY WEBSITES

The Software and Services may contain links to third-party websites. These third-party websites are not under the control of Renoworks and Renoworks is not responsible for the contents of any website, including without limitation any link contained in a third-party website, or any changes or updates to a third-party website.

Renoworks is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Renoworks of the site or any association with its operators.

LIMITED LIABILITY, WARRANTY AND INDEMIFICATION

The use of the Software and Services may contain certain risks to you. For example (without limiting the generality of risks) reliance on measurements, geolocation, colors, renderings, estimates, products or recommendations through the Software and Services may cause you to over-order product, underquote a bid, order the wrong product, and/or install products or perform work incorrectly. This may lead to economic loss, damage to property, injury or even death to you or others. As further detailed below, Renoworks and its affiliates, officers, employees, agents, partners, Clients, Service Providers, licensors and licensees are not responsible in any manner whatsoever for such risks and do not guarantee the accuracy or suitability of any of the Software and Services. Your use of the Software and Services is at your sole risk and we encourage you to always double-check the measurements, renderings, recommendations, estimates and other data from the Software and Services using other methods.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(A) YOUR USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND RENOWORKS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CLIENTS, SERVICE PROVIDERS, LICENSORS AND LICENSEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;

(B) RENOWORKS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CLIENTS, SERVICE PROVIDERS, LICENSORS AND LICENSEES MAKE NO WARRANTY OR GUARANTEE THAT

  1. THE SOFTWARE AND SERVICES WILL MEET YOUR REQUIREMENTS,
  2. THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
  3. THE SOLUTIONS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE AND SERVICES (INCLUDING, WITHOUT LIMITATION, MEASUREMENTS, RENDERINGS, PRODUCTS OR COLORS) WILL BE ACCURATE OR RELIABLE,
  4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SOFTWARE AND SERVICES WILL MEET YOUR EXPECTATIONS, AND
  5. ANY ERRORS IN THE SERVICE WILL BE CORRECTED;

(C) ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; AND

(D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RENOWORKS OR THROUGH OR FROM THE SOFTWARE AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD ALLOWED BY LAW.

LIMITED LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT RENOWORKS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CLIENTS, SERVICE PROVIDERS, LICENSORS AND LICENSEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURY, DEATH, DAMAGE TO OR LOSS OF PROPERTY, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF RENOWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, RELATING TO OR ARISING IN CONNECTION WITH:

(i) THE USE OR THE INABILITY TO USE THE SOFTWARE AND SERVICES;

(ii) RELIANCE, IN WHOLE OR IN PART, ON THE SOFTWARE AND SERVICES (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF MEASUREMENTS, ACCURACY OF MEASUREMENTS, DESIGNS, DATA, GEOLOCATION, PRODUCT SUITABILITY OR COLOR ACCURACY, PRODUCT AVAILABILITY, ADVICE OR CONSULTATIONS);

(iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, MEASUREMENTS, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE SOFTWARE AND SERVICES;

(iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

(v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SOFTWARE AND SERVICES; OR

(vi) ANY OTHER MATTER RELATING TO THE SOFTWARE AND SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND AGREE THAT RENOWORKS’ AGGREGATE LIABILITY (IF ANY) TO YOU FOR ALL LOSSES AND DAMAGES ARISING OUT OF YOUR USE OF THE SOFTWARE AND SERVICES SHALL NOT EXCEED THE GREATER OF ALL FEES RENOWORKS RECEIVED FROM YOU IN THE THREE MONTH PERIOD PRECEEDING THE CLAIM AND US$100.

INDEMNIFICATION

You agree to indemnify and hold Renoworks and its subsidiaries, affiliates, officers, agents, employees, Clients, Service Providers, partners, licensees and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

(a) Content you submit, post, transmit or otherwise make available through the Software and Services;

(b) your use of the Software and Services;

(c) your connection to the Software and Services;

(d) your violation of these TOS; or

(e) your violation of any third party’s rights.

PAID SERVICES

The Renoworks Platform, Software and Solutions and Client Solutions may be available to you with or without charge. Access to certain features, functions, and/or full or partial portions of the Renoworks Platform, Software and Solutions and Client Solutions may require payment. You may also be provided “trial”, “demo”, “beta” or other limited-functionality or limited-access versions of the Software and Services and/or any parts thereof with or without charge at the discretion of Renoworks.

You are solely responsible for paying all applicable taxes (including, but not limited to those Renoworks is not required to collect) and for all third-party hardware, software, service and/or other costs you may incur in order to access the Software and Services and your account.

Neither these TOS nor your account entitle you to any subsequent releases of the Software and Services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the Software and Services without paying applicable charges or except as otherwise expressly and explicitly provided by Renoworks.

LICENSING

Set-up, licensing, maintenance and other fees may be invoiced to the Client for Client Solutions as agreed by Renoworks and the applicable Client

Unless otherwise stated in the agreement between Renoworks and the Client, payments are to be received 30 days after receipt of invoices. Any delay in invoice payment may result in suspension of access to the Renoworks Platform, and/or Renoworks Solutions until the invoice is paid in full.

SUBSCRIPTION PLANS

PAYMENT

Renoworks may make available access to the Software and Solutions through a subscription plan. By purchasing a subscription plan, you authorize Renoworks to charge you the subscription fee listed at the time of purchase.

Renoworks will automatically renew your subscription unless you cancel before your subscription renews.

Renoworks may suspend or terminate your subscription if we are unable to charge the applicable fees to your account.

Subscription fees may change at renewal of your subscription. You are responsible for all charges incurred up to the time your account is deactivated or terminated. All fees are non-refundable, even if your subscription is terminated prior to its expiry date.

USER ACCOUNTS

You may not transfer your subscription or allow others to use your subscription, even if they are your affiliates, colleagues, contractors, or employees. Only the authorized users may use the subscription.

Notwithstanding the foregoing, you may purchase additional licenses for more users to use the Software and Services through the subscription. Upon request, you must provide a list of authorized users to Renoworks. All Software and Services downloaded by the authorized users may only be used solely on your behalf. You and each authorized user are jointly and severally liable to Renoworks for compliance with these TOS.

STORED PAYMENT INFORMATION

We may require you to store your payment information with us solely for the purpose of purchasing additional Software and Services. If you make such additional purchases, then you authorize us to charge the applicable fees using your payment information. You can update your payment information at any time from your account page.

HOSTING FEES

Hosting fees are generated from continual operation and management of various Client Solutions. Clients are responsible for the payment of all hosting fees as set out in the applicable agreement between Renoworks and the Client.

Payment of the recoccuring hosting fee are subject to to change.

PROPERTY AND DESIGN REPORT PRICING

Certain portions of the Software and Services allow for one-time orders of Renoworks 3D Models and Measurements, Property Summaries and Reports and other property, measurement and design reports. The pricing for such reports will be posted from time to time on the applicable order page. All orders are final and non-refundable.

ACCOUNT CANCELLATION AND TERMINATION

You agree that Renoworks may, in its sole discretion, under any circumstances and without prior notice, immediately terminate your Renoworks account and access to the Renoworks Platform and/or any and all Software and Services.

Cause for such termination shall include, but not be limited to:

(a) breaches or violations of these TOS or other agreements or guidelines incorporated by reference hereto,

(b) requests by law enforcement or other government agencies,

(c) a written request by you,

(d) discontinuance or material modification to the Renoworks Platform or Client Solution (or any part(s) thereof),

(e) unexpected technical or security issues or problems,

(f) extended periods of inactivity,

(g) engagement by you in fraudulent or illegal activities, and/or

(h) nonpayment of any fees owed by you in connection with the Software and Services.

Renoworks, in its sole discretion, may also terminate these TOS, your Renoworks account, access to the Renoworks Platform and/or any and all Software and Solutions, Content or materials for any reason or no reason whatsoever.

Termination of your Renoworks account includes:

(a) removal of access to all offerings within the Software and Service,

(b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and

(c) barring of further use of the Software and Services.

Further, you agree that all terminations shall be made in Renoworks’s sole discretion and that Renoworks shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Software and Services.

OBJECTING TO CONTENT

If you believe that any Content provided through the Software and Services infringes your copyright or otherwise violates the Renoworks Privacy Policy, you may notify Renoworks at privacy@renoworks.com.

AMENDMENTS

These TOS are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our site.

Any changes to these TOS will be effective no later than thirty (30) calendar days following our posting of notice of the changes on the Renoworks website(s). Continued use of Renoworks Software and Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

GOVERNING LAW

Except for matters relating to the Product License Agreement attached as Schedule “A”, you acknowledge and agree that all matters relating to these TOS shall be governed by the law of Alberta and federal laws of Canada applicable therein (without regard to conflict of laws principles). Any claim or dispute arising from these TOS shall be submitted to the exclusive jurisdiction of the Courts of Calgary, Alberta.

SCHEDULE “A”

This Schedule “A” applies to the use of Geomni programs, documentation, measurements, property reports, aerial imagery and other materials or services provided by Geomni through the Software and Services. By using such services you are deemed to agree to the terms and conditions of this Schedule “A”. Capitalized terms in this Schedule “A” have the meanings attributed to them in this Schedule.

Product License Agreement Required Terms for Geomni

1. DEFINITIONS

For the purposes of this Product License Agreement (the “Product License Agreement”), the

following definitions apply.

A. “Customer” or “You” shall mean the user of the Licensed Product(s)

B. “Geomni” shall mean Geomni, Inc.

C. “Geomni Roof” shall mean a data package on roof structures using aerial imagery

D. “Geomni Property” shall mean a data package on building structures using aerial imagery

E. “Licensed Product(s)” shall mean either individually or collectively a Geomni Roof and Geomni Property.

2. TERMS

A. License.

Subject to and conditioned on Customer’s compliance with all of the terms and conditions set forth herein, Geomni hereby grants to Customer a revocable, non-exclusive, non-transferable, limited site specific, personal license (“License”) to access and use the Licensed Product(s), for the purpose of shopping or purchasing construction or building items related to a commercial or residential property (“Purpose”). CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT GEOMNI MAY NOT HAVE A GEOMNI ROOF OR GEOMNI PROPERTY REPORT TO DELIVER FOR CERTAIN ADDRESSES REQUESTED BY CUSTOMER IN THE UNITED STATES AND CANADA. Customer hereby acknowledges and authorizes the transmission of customer data by Geomni it’s licensors and/or third party providers to receive process and return customer data in the United States/ Canada or any other country where such licensors or third party providers reside.

B. Limited Use.

Customer specifically covenants not to: (i) use, copy, store, warehouse, display, modify, create derivative works based on, merge or transfer copies of the Licensed Product(s) except as expressly provided in this Product License Agreement for the Purpose; (ii) sublicense, sell, rent, or lease the Licensed Product(s) or otherwise transfer the Licensed Product(s) to a third-party; (iii) publish, distribute or display the Licensed Product(s) publicly; (iv) use the imagery contained in the Licensed Product(s) for high risk activities (such as operation of nuclear facilities, air traffic control or life support systems, where the use of or failure of the services could lead to death, personal injury, or environmental change); or (v) alter or remove any copyright notice or proprietary legend contained in or on the Licensed Product(s).

C. Warranties.

THE GEOMNI ROOF AND THE GEOMNI PROPERTY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GEOMNI NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE GEOMNI ROOF AND THE GEOMNI PROPERTY. GEOMNI DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE GEOMNI ROOF OR THE GEOMNI PROPERTY, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. Geomni is the owner of all rights and title to the Licensed Product(s), data, documentation, training, and/or services and has the right to grant to Customer the License granted under the Product License Agreement without violating any intellectual property rights of any third party.

D. Term and Termination.

The term of this Product License Agreement shall be for twelve (12) months (the “Term”) from the date Customer first accesses a Licensed Product(s). This Term will automatically renew at each anniversary date unless Customer provides written verified notification of its intent to terminate this Product License Agreement at least ninety (90) days prior to the anniversary date, or upon execution or a replacement Product License Agreement. This Product License Agreement may be terminated by Geomni without cause by giving Customer at least thirty (30) days written notice of its intent to terminate, except in the event of a breach by Customer of this Product License Agreement, in which case this Product License Agreement may be terminated by Geomni immediately upon written notice. This license to Customer may be terminated in the event Customer materially violates any term or condition of the Product License Agreement, defaults in the payment of any price due under the Product License Agreement, terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state law or becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, is purchased by a competitor to Geomni or its affiliate, Xactware Solutions, Inc., or undergoes a change in control herein defined as (a) the purchase by one or more entities of all or a majority of the voting stock of Customer; (b) the sale by Customer of a majority of its assets or its business to one or more entities; or (c) the merger or consolidation of Customer into or with one or more entities such that the voting or practical control of Customer is vested in a surviving entity other than Customer. In the event of termination, Customer shall promptly, but in no event more than ten (10) days following such written notice, deliver, return, or destroy all or any portion of procedures, Confidential Information, documentation, files, and any other information belong to Geomni, or property provided by Geomni, under this Product License Agreement.

E. Ownership.

The Geomni Roof and the Geomni Property and any other data generated by using Geomni Roof or Geomni Property is owned by Geomni.

F. Indemnification.

Customer shall protect, defend, indemnify, and hold harmless Geomni, its parent and affiliates, and their respective officers, employees, directors, partners, shareholders, agents, attorneys and advisors from and against any and all claims, suits, losses, liabilities, damages, judgments, awards, expenses and costs, including legal fees and court fees incurred by Geomni from any litigation, as well as claims, losses, liabilities, attorney’s fees, and fees incurred out of court, arising out of, based upon, or caused by (a) the unlawful or tortuous conduct of or a breach of duty by Customer, Customer’s employees, agents, subsidiaries, or independent contractors, or (b) any damage or injury (including death) to persons or property caused by or sustained in connection with Customer’s performance under the Product License Agreement or by conditions created thereby, or based upon Customer’s violation of any statute, ordinance, code or regulation, and the defense of any such claims or actions. Geomni shall give Customer notice of any such claim and provide at Geomni’s own expense such commercially reasonable assistance as Customer may require.

G. Limitation of Remedies.

In the event Customer shall assert any claim against Geomni, the total of all such claims shall be limited to $100. IN NO EVENT SHALL GEOMNI BE LIABLE FOR LOSS OF PROFIT, GOODWILL, OR ANY OTHER GENERAL, SPECIAL, CONSEQUENTIAL, INDIRECT, CIRCUMSTANTIAL OR INCIDENTAL DAMAGES SUFFERED OR CLAIMED BY YOU OR ANY OTHER PERSON, FIRM, OR ENTITY AS A RESULT OF CUSTOMER’S USE OF THE LICENSED PRODUCT(S), DOCUMENTATION, DATA, SERVICES OR OTHER ITEMS PROVIDED HEREUNDER, IRRESPECTIVE OF WHETHER SUCH LOSS OF PROFIT, GOODWILL, OR OTHER DAMAGES OF ANY NATURE WAS KNOWN OR COULD HAVE BEEN REASONABLY FORESEEN BY GEOMNI.

H. Limited use of Proprietary, Confidential, and Trade Secret Information.

  1. Customer agrees to take reasonable action by instruction, agreement, and otherwise with Customer’s employees, representatives, and agents to inform them of the trade secret and confidential nature of such information and obtain their compliance with this obligation. Customer agrees to protect the confidentiality of the Licensed Product(s), data, documentation, services and business trade secrets, and other information that would be considered confidential by a reasonable person (collectively “Confidential Information”) using the same degree of care, but not less than a reasonable degree of care, as Customer uses to protect and preserve its own confidential information.
  1. The Product License Agreement shall not be construed to grant Customer any patents, copyrights, trademarks, licenses or similar rights to proprietary information or Confidential Information disclosed hereunder.
  1. Customer’s undertakings and obligations under the Agreement shall not apply to any Confidential Information which:

i. Is disclosed in a printed publication available to the public, is described in a patent or a patent application anywhere in the world, or is otherwise in the public domain at the time of disclosure; or

ii. Is generally disclosed to third parties by the disclosing party without restriction on such third parties; or

iii. Is approved for release by prior written authorization of the disclosing party; or

iv. Is in the receiving party’s lawful possession prior to the submission thereof by the other party; or

v. Is independently developed by the receiving party prior to disclosure by the disclosing party.

  1. The confidentiality provisions of the Product License Agreement are necessary for the protection of the business and goodwill of Geomni. Customer agrees that any breach of these confidentiality provisions or of the Product License Agreement will cause the Geomni substantial and irreparable harm, and, therefore, in the event of such breach, in addition to any other legal remedies that may be available, Geomni shall have the right to seek injunctive relief and any other equitable remedies to prevent or restrain any breach of the Product License Agreement.
  1. The obligations of confidentiality, non-disclosure, and limited use shall survive the termination of the Product License Agreement.
  1. In the event compulsory action is directed to Customer by a governmental agency, or by a proper order of a court of competent jurisdiction, for Geomni Confidential Information, Customer shall immediately notify Geomni and furnish information concerning the nature of the proceedings, the forum, matter number(s), and identification of the parties, counsel, and tribunal involved to Geomni. Unless otherwise directed by Geomni, Customer will seek reasonable judicial or tribunal protection of Geomni Confidential Information from disclosure.

Copyright.

United States copyright laws and international treaties protect the Licensed Product(s), and other Geomni materials described in this Product License Agreement. Unauthorized use of the Licensed Product(s) and Geomni materials, or any portion of them, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent under the law.

Governing Law.

The validity, construction, performance, and enforceability of this Product License Agreement will be governed by the laws of the State of New York, excluding that body of law applicable to conflicts of law.

Termination

Geomni may terminate this Agreement as follows:

1) immediately if Customer (i) terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state law; or (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority; or

(2) immediately, without prior notification, terminate Customer’s access to the Licensed Product or the information contained in the Product if Geomni is no longer authorized by a third party provider (s) or licensor to deliver the Product or the information contained therein, or if directed by a third party provider or a licensor to Geomni; or

(3) immediately, if as a result of a change in law or regulation, or as a result of regulatory or judicial action, the requirements of such law, regulation or judicial action applicable to this Agreement or to Geomni will not be met.