End User Terms of Use – Mortgage Professionals

These Terms of Use (“Terms of Use“) for the application, The Mortgage Map (the “App“) constitute a legal agreement and are entered into by and between you (“you“, “your“, or the “Mortgage Professional“) and The Mortgage Map Inc. (“TMM”, “we”, “us” or “our”). TMM is a Canadian company that provides mortgage professionals with the App, a customer journey mapping application which may be integrated with a customer relationship management solution and a lender submission platform to support borrower clients (“borrowers“) throughout the loan application process. The following Terms of Use together with our privacy policy (“Privacy Policy”) incorporated herein by reference (collectively the “Terms”), govern your access to and use of, including any content, functionality, and services offered on or through the App and our website, www.themortgagemap.com (the “Website“). The App and Website are collectively referred to throughout these Terms of Use as the “Services”.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN DISCLAIMERS, LIMITATIONS OF LIABILITY AND CLASS ACTION WAIVER.

The Terms of Use are a binding legal contract between you and TMM. All users of the Services (“User“) shall comply with the Terms in respect of such User’s access and use of the Services. If you are accepting the Terms on behalf of an organization or other entity, you represent and warrant that you have the full legal authority to bind the organization or entity to the Terms, and that you have read and understand the Terms. By using the Services, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with TMM. You also agree that you are giving TMM permission to contact you as set out further herein. Please note that TMM may, in its sole discretion, immediately amend or terminate the Terms. Your continued access or use of the Services after we make any modifications shall be a clear acknowledgement that you agree with the modified Terms, and you agree to comply with any and all laws and regulations applicable to you when accessing and using the Services.

Understanding Our Role

Mortgage Professionals can utilize our App for the purposes of assembling and submitting to lenders the information package as required for a loan application (“Application”) of prospective borrowers (“Client”) as subject to these Terms. You, the Mortgage Professional, and/or your Clients are solely responsible for compliance with any laws, rules, and/or other applicable legal, governmental and/or regulatory requirements applicable to you.

We are not and should not be considered an agent or representative of a Mortgage Professional, Client, or lender. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between you and TMM, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever. Each party hereby acknowledges and agrees that it will not, and has no authority to, enter into any agreement on behalf of or otherwise obligate or bind the other party.

Though your use of our Services is subject to our Terms, many aspects of the process to submit the Application and receive information from lenders may be subject to third parties’ policies and rules, including those relating to your lender intermediaries and the lenders. We encourage all parties to be aware of those policies and rules, as applicable since we do not control, track, or otherwise influence those third-party rules.

Account Credentials – Management and Incidents

Your access to our App requires you to be registered and have an account created on your behalf. Once your account is created, you must keep your account credentials confidential and you may not share your account credentials with others. You must inform us immediately if your account has been compromised (e.g. you think someone may be able to use the App by using your credentials or a virus or other malware on your computer is impacting your ability to log in to the App). If we suspect any unauthorized access to your account or if we see or suspect suspicious activity in relation to your account, we retain the right, but do not have the obligation, to suspend your account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your information, we cannot guarantee the security of your information transmitted to our Services. Any transmission of information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services. If any communication you receive from us looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at info@themortgagemap.com .

Fees and Payment

Use of TMM is free for your Clients.

Payment

You understand that access and use of the App will result in fees payable by you to us (“Fees“). The Fees for the App are as specified in the App. You will be required to pay the Fees, and any applicable sales or other similar taxes that may be required by law. You will pay the full amount payable for the access and use of the App through the methods of payment specified in the App. The Fees paid by you are final and non-refundable, unless otherwise determined by TMM. All Fees are due immediately. As between you and TMM, TMM reserves the right to change the Fees at any time at TMM’s sole discretion. TMM will notify you of any changes in Fees applicable to you. If we terminate, suspend, or remove your account for any reason, including your violation of our Terms, we are not obligated to compensate you in any manner.

Electronic Invoice. In some cases where TMM may need to issue an invoice for the use of the App, the Mortgage Professional will be issued an electronic invoice for payment of the Fee of the next payment interval. Mortgage Professionals must pay the invoice by the due date indicated on the invoice.

Payment Card Authorization. TMM may seek pre-authorization of a Mortgage Professional’s payment card account prior to your purchase of the App in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described in the Terms to such card account. You agree to provide TMM updated information regarding your payment card account upon TMM’s request and any time the information earlier provided is no longer valid. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that TMM may use a secondary payment method, if available, failing which your account will be suspended until we receive an updated valid account payment method.

Promotional Programs. We may provide promotional programs from time-to-time and we will notify you of such promotional programs through emails or when accessing or using the Services.

Cancellation

You may decide at any time to cancel your account by contacting us at info@themortgagemap.com. We reserve the right to suspend, and if deemed appropriate, cancel your right to use the App. The Fees paid for the App will not be refunded for a cancellation prior to the end of the then current billing cycle.

Representations, Warranties and Covenants

You acknowledge and agree that:

(1) you are 18 years old or older;

(2) you have the authority to bind yourself, or such other party which you may be representing, to our Terms;

(3) your use of the Services shall only be for purposes that are permitted by the Terms, and

(4) you will comply with all applicable laws, including regulatory requirements and government orders of any kind applicable to your use of the App and handling of Client data.

You promise that you shall not directly or indirectly:

(1) take any action, including placing statements, logos or trade-marks, which gives the impression to a person that another party created the Services we provide;

(2) register for more than one account when using our App;

(3) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Services;

(4) use or allow the use of the Services for any purpose other than what is authorized by us;

(5) damage, disable, overburden or impair any part of the Services, including our servers or network, or interfere with any other party’s use and enjoyment of the Services;

(6) access the Service in order to build a commercially available product or service which competes with the Services;

(7) copy any features, functions, integrations, interfaces or graphics which are part of the Services;

(8) violate any laws;

(9) make statements, on any part of the Services on any topic associated with us, which could reasonably be considered false or misleading;

(10) willfully tamper with the security of the Services, including attempting to probe, scan or test the vulnerability of the Services or to breach its security or authentication measures;

(11) transmit any information, through the Services in any other manner, which may be: (i) unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (ii) in violation of a third party’s rights in inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof, trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; the protection of works of authorship or expression and copyright (whether or not registered), trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages (“Intellectual Property Rights”) or is subject to Intellectual Property Rights; (iii) refutes or is contrary to what is set out anywhere in the Services; (iv) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (v) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (vi) violates the privacy of any third party; or

(12) attempt to gain unauthorized access to the Services or our computer systems or networks through hacking, password mining or any other means.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the above. We may suspend, modify, or terminate your use of the Services immediately at our sole discretion.

Rights and Ownership

Rights in our Intellectual Property (“IP”). TMM and its licensors own all Intellectual Property Rights in the Services including applicable copyrights, patents, trademarks and other proprietary rights. Other than usage rights, you don’t have any rights of any kind in our Services. Our Terms do not transfer any intellectual property between you and us, and we reserve all rights that are not expressly granted under our Terms.

TMM IP. You acknowledge that TMM owns all right, title, and interest, including all intellectual property rights, in and to the TMM IP.

Your Data. TMM acknowledges that, as between TMM and you, you own all right, title, and interest in your data, that is the data, information or other content that is submitted, posted, or otherwise transmitted by or on behalf of a Client through the App (“Your Data”). You grant TMM the right to use and display Your Data in order to perform all acts as necessary for TMM to provide the App to you and your Client.

Feedback. If you transmit any communications or materials to TMM by mail, email, telephone, or otherwise, suggesting or recommending changes to the TMM IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), TMM is free to use such Feedback irrespective of any other obligation or limitation between the you and TMM governing such Feedback.

Access and Use

Subject to your compliance with these Terms, TMM hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the App as specified and subscribed for in the App and in accordance with the Terms. Any rights not expressly granted herein are reserved by TMM and TMM’s licensors.

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

Reservation of Rights. TMM reserves all rights not expressly granted to you or your Client in these Terms of Use. Except for the limited rights expressly granted under these Terms of Use, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to any Mortgage Professional, User, or Client, or any third party, any intellectual property rights or other right, title, or interest in or to TMM IP.

Suspension. Notwithstanding anything to the contrary in this Agreement, TMM may temporarily suspend your, a Client’s, or a User’s access to any portion or all of the Services if: (i) TMM reasonably determines that (ii) there is a threat or attack on any TMM IP; (iii) your, a Client’s, or any User’s use of TMM IP disrupts or poses a security risk to TMM IP or to any other customer or vendor of TMM; (iv) you, a Client, or any User, is using the TMM IP for fraudulent or illegal activities; (v) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (vi) TMM’s provision of the Services to you, a Client, or any User is prohibited by applicable law; (vii) any vendor of TMM has suspended or terminated TMM’s access to or use of any third-party services or products required to enable you to access the Services; or (viii) in accordance with a service suspension. TMM shall use commercially reasonable efforts to provide written notice of an App related service suspension to you and to provide updates regarding resumption of access to the App following any service suspension. TMM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences you, a Client, or any User may incur as a result of a service suspension.

Aggregated Statistics. Notwithstanding anything to the contrary in this Terms, TMM may monitor any use of the Services and collect and compile data and information related to any use of the Services in an aggregated or anonymized manner, including to compile statistical and performance information related to the provision or operation of the Services (“Aggregated Statistics“.) You acknowledge that TMM may compile Aggregated Statistics based on your or a Client’s input into the App. As between TMM and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by TMM.

In the Event of Conflict Between Your Rights and Clients’ Requests

As part of your Clients’ use of our Services, their personal information (as such is defined under The Personal Information Protection and Electronic Documents Act (“PIPEDA”), shall reside on our or our subcontractors’ systems. PIPEDA sets out various obligations for us, including in respect of such Clients’ requests for disclosure of, access to, or removal of, their personal information from our systems. We are compelled to abide by Clients’ requests, subject to limited exceptions. We note you, as a Mortgage Professional, must comply with certain data retention obligations in respect of Client personal information utilized in an Application. We will, in the event of a request for removal of such Client personal information from our system, notify you promptly of such request. We will also, to support your compliance of your data retention obligations under applicable law, not destroy or remove such Client personal information in violation of your data retention policies and obligations, and you agree that as set out under the “Release and Indemnification” clause herein, you will indemnify us for our assistance to you in our preservation of Clients’ personal information contrary to Clients’ request.

Customization of Consent Agreements / Personal Information and Credit Request in the App for your Clients.

It is your responsibility to ensure you adhere to your company’s policies pertaining to gaining, retaining, and confirming lawful consent from your borrower(s) to request their personal information, including credit reports (also referred to as credit bureau). Furthermore, it is your responsibility to ensure the consent provided by your borrowers as well as the process employed is approved by your company.

Links to Other Materials

Some of the links available to you through the Services will allow you to leave the Services. Such external internet sites and the material are not under the control of TMM, and TMM makes no representations and disclaims all liability with respect to such sites and materials. The links are provided only for your convenience, and their inclusion does not constitute nor imply approval or endorsement by TMM of the sites or their content.

Third Party Vendors

Certain features of the Services incorporate products or software that are developed by third parties (“Third Party Vendors”). You acknowledge and agree that your access and use of the Services provided by Third Party Vendors is governed by the terms and conditions of such Third Party Vendors including but not limited to Zoho and Lendesk/Finmo. Any breach of the terms of conditions of such third parties, whether identified herein or not, shall constitute a breach of these Terms.

Specific terms pertaining to Zoho:

You acknowledge that (i) these Terms of Service are concluded between you and TMM only, and not with Zoho.

TMM is solely responsible for providing any maintenance and support services with respect to the Services, as specified in the Terms of Service, or as required under applicable law. TMM, and not Zoho, is responsible for addressing any claims relating to: (i) performance of the Services; (ii) quality of implementation, if any; and (iii) failure to fulfill Customer requirements.

TMM is solely responsible for any warranties with respect to the Services, whether express or implied by law, to the extent not effectively disclaimed. Zoho will have no warranty obligation whatsoever with respect to the Services.

TMM is responsible for addressing any claims relating to payment disputes with respect to the Services.

Third Party Integrations: You acknowledge that, (i) you will comply with applicable third party terms of services when using third party services that are integrated with these Services; and (ii) Zoho will not be responsible for the performance of such third party services.

Data may be stored outside Zoho’s servers; Zoho has no responsibility for any data stored outside Zoho’s servers.

In the event of any third party intellectual property infringement claim with respect to solution or your use of the solution, TMM, and not Zoho, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Permission for Communication

We may use email, texts and other electronic means to stay in touch with you and you must ensure that you obtain all requisite permissions from your Clients for you to be able to, in turn, communicate with your Clients. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, phone number) during or prior to access of the Services, you: (i) consent to receive communications from us, and, in certain circumstances, from Third Party Vendors providing certain portions of the Services, through electronic means, including via the email address or phone number you have provided us; and (ii) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

Disclaimers

TMM MAKES NO REPRESENTATION, WARRANTY, COVENANTS, CONDITION OR UNDERTAKING WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND INFORMATION (INCLUDING ANY OF OUR CONTENT) ON OR OBTAINED FROM THE SERVICES OR OTHERWISE IN RESPECT OF THIS AGREEMENT, IN WHOLE OR IN PART, INCLUDING ANY REPRESENTATION, WARRANTY, CONDITION OR UNDERTAKING REGARDING THE CONDITION, ACCURACY, SUITABILITY, OR QUALITY OF OR TITLE TO THE SERVICES OR ANY LICENSED RIGHTS HEREUNDER. TMM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, OF ANY KIND, RELATING TO THE SERVICES OR ANY INFORMATION (INCLUDING ANY OF OUR CONTENT) ON OR OBTAINED FROM OR THROUGH THE SERVICES IN ANY MANNER, OR INTEGRATION WITH ANY SYSTEM, INCLUDING THAT BELONGING TO A LENDER OR A LENDER INTERMEDIARY.

TMM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING: (A) THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES (B) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) THAT THE SERVICES IN WHOLE OR IN PART, WILL BE ERROR FREE OR, AS APPLICABLE, WILL OPERATE OR WILL CONTINUE TO OPERATE WITHOUT INTERRUPTION; (D) THAT THERE WILL BE NO DELAYS, FAILURES, ERRORS (INCLUDING TYPOGRAPHICAL) OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, THAT ACCESS OVER THE INTERNET WILL BE SECURE, THAT NO VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE TRANSMITTED THROUGH THE USE OF THE SERVICES OVER THE INTERNET; OR (E) THAT NO DAMAGE WILL OCCUR TO YOUR TABLET, PERSONAL COMPUTER SYSTEM OR OTHER SYSTEM OR DEVICE RESULTING FROM ACCESSING AND/OR USING ANY OF THE SERVICES.

All implied conditions and warranties regarding the SERVICES are excluded to the fullest extent permitted by Applicable Laws.

ANY INFORMATION PROVIDED ON OR THROUGH THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT WARRANT OR GUARANTEE THE TRUTH, ACCURACY OR COMPLETENESS OF THIS INFORMATION. YOU AGREE THAT WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SUCH MATERIAL, DATA, OR INFORMATION. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO ANY RELIANCE ON OR DECISIONS MADE BY YOU BASED ON THE INFORMATION PROVIDED ON OR THROUGH THE SERVICES. NO ADVISORY, AGENCY, FIDUCIARY OR OTHER RELATIONSHIP IS CREATED BETWEEN TMM AND YOU BY YOUR USE OF THE OF THE SERVICES OR ANY INFORMATION THEREON OR THEREFROM (AS APPLICABLE). NO ONE SHOULD ACT, OR REFRAIN FROM ACTING, BASED SOLELY UPON THIS OR OTHER GENERAL INFORMATION WITHOUT FIRST SEEKING APPROPRIATE LEGAL OR OTHER PROFESSIONAL ADVICE.

YOU ACKNOWLEDGE AND AGREE THAT: (A) YOUR ACCESS AND USE OF, AND YOUR RELIANCE ON OR DECISIONS MADE REGARDING, THE SERVICES, AND, AS APPLICABLE, ANY INFORMATION (INCLUDING ANY OF OUR CONTENT) ON OR OBTAINED FROM THE SERVICES SHALL BE AT YOUR SOLE RISK; AND (B) YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR YOUR ACCESS AND USE OF, AND YOUR RELIANCE ON OR DECISIONS MADE REGARDING, THE SERVICES INCLUDING AMONG OTHER PROVISIONS SET OUT HEREIN (I) ANY RELATIONSHIP, TRANSACTION, INTERACTION OR OTHER EXCHANGE THAT YOU MAY HAVE WITH ANY OTHER USER OR ANY CONSULTANT OR THIRD PARTY SERVICE PROVIDER THROUGH YOUR ACCESS AND USE OF THE SERVICES AND (II) ENSURING THAT YOU COMPLY AT ALL TIMES WITH ALL APPLICABLE LAWS, REGULATIONS, RULES AND GUIDELINES, INCLUDING IN RESPECT OF ANY PRIVACY LAWS AND RULES THAT MAY BE APPLICABLE TO YOU THROUGH YOUR ACCESS AND USE OF THE SERVICES.

YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT AND TO TAKE REASONABLE AND APPROPRIATE PRECAUTIONS TO SCAN FOR VIRUSES OR OTHER DESTRUCTIVE PROPERTIES. TMM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD-PARTY SERVICE PROVIDERS OR THIRD-PARTY VENDOR. ALTHOUGH THE SERVICE MAY BE INTEGRATED WITH OR RUN ON THIRD PARTY SYSTEMS, WE ASSUME NO OBLIGATION AND PROVIDE NO GUARANTEES WHATSOEVER IN CONNECTION WITH THE PERFORMANCE OF THIRD PARTIES. WE ARE NOT RESPONSIBLE TO YOU FOR THE CONDUCT OF ANY SUCH THIRD PARTY OR FOR ANY RELATED DELAY, ERROR, INACCURACY, OR INACCESSIBILITY OF ANY MATERIAL OR SERVICE THEY SUPPLY. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND/OR ANY INFORMATION (INCLUDING ANY OF OUR CONTENT) ON OR OBTAINED FROM THE SERVICES AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WE DO NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE. YOU AGREE THAT YOUR USE OF THE SERVICE CREATES NO OBLIGATION UPON US, OTHER THAN AS AGREED UNDER OUR TERMS AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO OUR TERMS.

You agree that from time to time we may prevent you from accessing the Services and/or remove the Services thereon for indefinite periods of time or cancel the Services at any time, without notice to you.

Release and Indemnification

You agree to indemnify, defend and hold harmless TMM, its officers, directors, employees, agents, service providers, contractors, licensors, suppliers, successors, affiliates, shareholders, and assigns from and against any and all expenses, claims, demands, losses, liabilities, costs, damages, actions, suits or other proceedings (“Claims”) including legal and advisor’s fees, costs, and disbursements, incurred or arising out of: (i) your use of the Services, including your violation of any of the provisions in the Terms and any document they incorporate by reference (ii) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under the Terms; (iii) negligence or willful misconduct by you or any third party on your behalf in connection with the use of the Services provided by us; (iv) any breach of our Terms by your Client; or (v) our denial of a Client’s request to remove the Client’s personal information from our system where such Client request is contrary to your data retention policy. ;(vi) your violation of any law or the rights of any third party; (vii) TMM’s use of the User data provided, directly or indirectly, by you while accessing and using the Services in accordance with the Terms; or (viii) any claims by other Users regarding any damages or losses that such Users may have suffered or incurred through your use of the Services.

While you agree to cooperate fully in TMM’s defense of any such Claim, we may, at our sole discretion, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

Limitation of Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL TMM NOR ITS AFFILIATES OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SHAREHOLDERS, AFFILIATES, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, OR INABILITY TO ACCESS OR USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR APPLICATIONS OR SUCH OTHER THIRD-PARTY WEBSITES OR APPLICATIONS, NOR ANY SERVICE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

TMM SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT YOU, A CLIENT, OR ANY USER MAY INCUR OR SUFFER ARISING OUT OF (A) YOUR ACCESS AND USE OF, AND YOUR RELIANCE ON OR DECISIONS MADE REGARDING THE SERVICES AND, AS APPLICABLE, ANY INFORMATION (INCLUDING ANY OF OUR CONTENT) ON OR OBTAINED FROM THE SERVICES (B) YOUR INABILITY TO ACCESS OR USE THE SERVICES (C) YOUR FAILURE TO BACK UP YOUR INFORMATION REGULARLY, (D) LOSS OF USER DATA (E) ANY BREACH OF THESE TERMS BY YOU OR ANY OTHER USER, INCLUDING ALL YOUR AND OTHER USER OBLIGATIONS AS SET OUT IN THE TERMS, THROUGH THE ACCESS AND USE OF THE SERVICES (F) ANY RELATIONSHIP, TRANSACTION, INTERACTION OR OTHER EXCHANGE THAT YOU MAY HAVE WITH ANY OTHER USER OR ANY CONSULTANT OR THIRD PARTY SERVICE PROVIDER IN RESPECT OF YOUR ACCESS AND USE OF THE SERVICES EVEN IF TMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TMM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TMM’S REASONABLE CONTROL.

WITHOUT LIMITING THE FOREGOING IN THIS SECTION ENTITLED “LIABILITY” THE LIMIT ON TOTAL CUMULATIVE LIABILITY OWED BY TMM (INCLUDING OUR REPRESENTATIVES AND AFFILIATES) TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE SHALL BE LIMITED TO A MAXIMUM OF ONE (1) CANADIAN DOLLAR.

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

CONFIDENTIALITY AND TRANSMISSION OF DATA

TMM cannot ensure the privacy and authenticity of any information you send to us or that we send to you over the Internet. TMM will not be responsible for any losses or damages you may incur if you communicate confidential information to us over the internet or if we communicate such information to you at your request.

The transmission of data or information over the Internet or other forms of networks may not be secure, and is subject to possible loss, interception, or alteration while in transit. TMM cannot guarantee the security of any communication to or from the Services. TMM does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the Internet, other forms of networks or otherwise while accessing and/or using the Services.

Occasionally there may be information on our Services that contains typographical errors, inaccuracies or omissions that may relate to the Services. We reserve the right to correct any errors, inaccuracies, or omissions, and to take any additional action thereto at any time and without prior notice. We undertake no obligation to update, amend or clarify information in the Services, including pricing information, except as required by law.

Downloading any information, including any content, when accessing or using the Services is solely at your own risk. TMM cannot and does not guarantee or warrant that the content will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your device and you are responsible for the entire cost of any services, repairs, or connections of and to your device which may be necessary as a result of your access and use of the Services.

Term and Termination

We may terminate your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.

Except for the provisions set out in the Surviving Provisions clause, these Terms of Use shall no longer be applicable to you if your account is cancelled or terminated. Upon termination of your account (i) all rights, licenses and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (ii) we may disable all Clients’ access to the Services.

Notwithstanding anything to the contrary in these Terms of Use, with respect to information and materials then in our possession or control, we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course and all such retained data shall remain subject to all confidentiality, security and other applicable requirements of our Terms.

Our Terms May Change

We reserve the right, at our sole discretion, to amend these Terms of Use at any time.

If our Terms are modified in a way we consider significant, we shall post the amended Terms on TheMortgageMap.com. Although we shall take reasonable steps to notify you of such significant changes made, you are expected to check the Terms periodically for any amendments. Your continued use of our Services following such notification shall constitute your affirmative acknowledgement of the Terms, and your agreement to abide and be bound by our Terms, as amended. If at any time you choose not to accept our revised Terms, including following receipt of notification of any modifications made hereto, then please do not use the Services and as applicable, terminate your account.

Governing Law

Our Terms and any access to or use of the Services shall be governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

Language

The parties confirm their express wish that this agreement and all documents related thereto be drawn up in the English language. Les parties confirment leur volonté expresse de voir la présente convention et tous les documents s’y rattachant être rédigés en anglais. If these Terms are translated into any other language, the English language version shall prevail.

Quebec Waiver

If and to the extent applicable to the Mortgage Professional, the Mortgage Professional hereby waives any rights it may have pursuant to articles 2126 and 2129 of the Civil Code of Québec and acknowledges that its sole rights and recourses with respect to termination of these Terms are those set forth in the Term and Termination section.

Waiver of Class Proceedings

YOU AND ANY USER HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST TMM RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY AND, WHERE APPLICABLE, YOU AND ANY USER HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST TMM OTHERWISE COMMENCED.

Severability

If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by law.

Assignment

We may assign or delegate the Terms in whole or in part, to any entity at any time with or without your consent and without prior notice to you.

You may not assign or delegate any rights or obligations under the Terms without our prior written consent and any unauthorized assignment and delegation by you is void.

Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.

Notices

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to:

701 Coxwell Ave

Toronto, ON M4C3C1

Any notice to you shall be given to the most current email address in your account.

Other Rules of Interpretation and Definition

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”. “handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle. “law” as used herein, means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

No Waiver of Covenants

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

Surviving Provisions

Only the clauses in relation to Representations, Warranties and Covenants, Rights and Ownership, Permission for Communication, Release and Indemnification, Liability, Governing Law, Waiver of Class Proceedings, and Surviving Provisions in these Terms of Use shall survive following any termination or expiration of your account.

Entire Agreement and Understanding

These Terms of Use and the Privacy Policy incorporated herein by reference, constitute the entire agreement and understanding between you and TMM. No other communication, written or oral, with respect to the subject matter of our Terms shall apply.