Please read the terms carefully before accessing or using the app.Deeded.ca or deeded.ca website (the “Platform”) and their related transactional pages and services (collectively, the “Services”) and logging in to your Deeded account.

Deeded Inc. (“Deeded”, “we”, “us” or “our”) is a company that provides a Platform for the delivery of tech enabled real estate and mortgage closing.

Deeded is not a law firm and does not provide legal services. All legal advice and legal services received by users through the Platform is provided by lawyers or law firms who operate independently of Deeded, as detailed further below.

By accessing or using our “Platform” or by being provided with any or our “Services” and logging in to your Deeded account, you agree to be bound by these terms of use (the “Terms of Use”). You should also read our Privacy Policy, which is incorporated by reference into these Terms of Use.

You will be asked to accept these Terms of Use as part of your account registration on the Platform. Thus, if you do not wish to be bound by these Terms of Use, please do not access or use the Platform.

These Terms of Use explain your obligations and responsibilities and Deeded’s rights in connection with your access and use of the Platform and the Services.

Deeded may update or revise these Terms of Use from time to time and if your rights change, we will always notify you. If you do not agree to, or cannot comply with, the Terms of Use as revised, your sole recourse is to terminate your use of the Platform.

You will be deemed to have accepted the Terms of Use as amended if you continue to use the Platform and/or purchase our Services after any amendments are made.

  • Definitions

In Deeded’s Terms of Use and Privacy Policy, the term “User” refers to the person(s) seeking to close or settle a residential real property or mortgage transaction. The term “Legal Service Provider” refers to third party real estate lawyers or real estate law firms who operate independently of Deeded; the term “Business Partners” refers to other third parties such as lenders, real estate agents, mortgage agents, and other parties who may be leveraging the Platform; and the term “Transaction” (when capitalized) means a real property or mortgage closing/settlement transaction

created and managed in the Platform by the User, Legal Service Provider or one or more Business Partners in order to facilitate communications, access, and use the Services.

For greater clarity, in these Terms of Use and Deeded’s Privacy Policy, the term “Services” (when capitalized) refers to those offered and provided by Deeded, that is, the Platform and its features and functionalities and the professional, assistance and support services provided by Deeded itself, and does not refer to any services provided by Legal Service Providers or Business Partners.

Deeded does not provide legal services or legal advice. Deeded may, however, act as an intermediary between Platform users and Legal Service Providers, as well as other Business Partners. At no time does Deeded draw legal conclusions; provide legal advice, opinions or recommendations about your legal rights, remedies, defences, options, selection or completion of forms, or strategies; or apply the law to the facts of your particular situation.

To facilitate a Transaction, the User is required to review and electronically accept a separate engagement agreement with a Legal Service Provider operating independently of Deeded. When you decide to engage a Legal Service Provider to obtain Services, you will create a contractual relationship directly with the Legal Service Provider. You and the Legal Service Provider have complete discretion regarding whether to enter into an engagement agreement; with regard to the terms of any such agreement; and with regard to the provision of legal services pursuant to such agreement. Such separate engagement agreement is provided by the Legal Service Provider and is not subject to review or approval by Deeded. Deeded is not a party to the lawyer-client relationship you will create with a Legal Service Provider. Such separate engagement agreement is an agreement entered into by the User and the Legal Service Provider to establish a lawyer-client relationship and confirm the User and Legal Service Provider’s associated rights and duties. We highly encourage all Users to read such separate engagement agreement, and to make inquiries of the proposed Legal Service Provider as appropriate to ensure that you understand it, prior to accepting it.

Other than making the Platform available, Deeded does not itself provide any services or products directly to Users. In order to facilitate a better experience for the User and Legal Service Provider, Deeded may provide the following services or assistance directly to the Legal Service Provider, in exchange for service fees from the Legal Service Provider:

  1. Administrative support;

  1. Clerical support;

  1. Technical support;

  1. Scheduling support;

  1. Access to certain software and/or databases;

  1. Customer service support; and

  1. Marketing support.

  • Disclaimer of Warranty and Limitation of Liability

You acknowledge, agree, and understand that Deeded is not a party to the lawyer- client relationship or any legal dealings directly between Users and Legal Service Providers. Without limitation, Users are solely responsible for: (a) determining the suitability of a Legal Service Provider (such as any interviews, vetting, background checks, or similar actions); (b) reviewing, negotiating, agreeing to, and executing any terms or conditions of a engagement agreement with a Legal Service Provider;

(c) paying for any services provided by a Legal Service Provider; (d) providing complete and accurate information to a Legal Services Provider; and (e) making inquiries as needed to satisfy themselves that the legal services provided are appropriate and of good quality.

You further acknowledge, agree, and understand that Users are solely responsible for assessing whether to enter into a engagement agreement with a Legal Service Provider and for verifying any information about such Legal Service Provider.

Legal Services Providers are solely responsible for ensuring the accuracy and legality of any content provided by a Legal Service Provider and for performing or providing any legal services for Users.

Deeded: (a) does not make any representations about or guarantee the truth, quality, efficacy or accuracy of a Legal Service Provider’s listings or other content on the Platform; (b) does not verify any feedback or information provided by Users of the Platform about the Legal Service Providers; and (c) does not vet or otherwise perform background checks on the Legal Service Providers other than to

confirm that a Legal Service Provider is a duly licenced lawyer in good standing within the jurisdiction in which they provide legal services.

You acknowledge, agree, and understand that Deeded does not in any way supervise, direct, control, or evaluate the Legal Service Providers or their work and is not responsible for the Legal Service Provider’s work product. Deeded makes no representations about and does not guarantee, and you agree not to hold the Company responsible for: (a) the quality, safety, or legality of the Legal Service Providers’ services; (b) the qualifications, background, or identities of Users or Legal Service Providers who use our Platform; (c) the ability of the Legal Service Providers to deliver services; (d) the ability of Users to pay for any services; (e) User Submissions, statements or posts made by Users; or (f) the ability or willingness of a User or Legal Service Provider to actually complete a Transaction.

You also acknowledge, agree, and understand that the Legal Service Providers operate independently of Deeded, and have the sole right to determine, and are solely responsible for determining: (a) which legal service requests to accept from Users; (b) the time, place, manner, and means of providing any legal services to Users; and (c) the type(s) of services to provide to Users. Prices for the services of Legal Service Providers who use Deeded’s Platform can be found at deeded.ca/#pricing, as may be amended from time to time without notice to you. Any additional services, fees, disbursements or surcharges, if applicable, are at the sole discretion of the Legal Service Provider.

  • Termination of the Platform and/or Services

Deeded reserves the right to suspend, and/or terminate, at any time, without warning, full or partial access to the Platform, including your account or any or all Transaction(s) you have created on the Platform, as well as our Services. We additionally reserve the right to discontinue uploading information to such sites, accounts and documents, in which case we shall not be held responsible for any damages that you may incur. All information on the deeded.ca website, Platform, application, and related publications is subject to change without prior notice.

  • Hyperlinks and third-party Legal Service Providers

The Platform and our website contains hyperlinks that may direct you to the websites of our business partners, Legal Service Providers, or third parties.

Such third-party websites are not under Deeded’s control, and we are not responsible for the contents of any such website or any link contained in such websites. The

third-party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such website or the products or services offered therein. If you decide to access any of the third-party websites, you do so entirely at your own risk. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third-party website.

Any third-party content, data or publications made available through the Platform are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including Legal Service Providers, are those of the respective author(s) or and not of us. DEEDED DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

  • Your Use of the Platform

Unless you have entered into a distinct written agreement with Deeded to that effect,

(i) the Platform and the Services are made available to you and provided exclusively for your personal and non-commercial use, (ii) you cannot resell the Services or the use of the Platform. You cannot access and use the Services and the Platform in a manner that competes with Deeded’s activities.

You are prohibited from and agree not to submit to the Platform any information that is inappropriate, obscene, or fraudulent. You are also prohibited, and you agree to refrain from transmitting or submitting to the Platform any information that you know to be outdated, false or misleading. You are prohibited from and you agree not to engage in any activity related to the use of the Platform that constitutes a criminal offence, unlawful action or violation of Deeded’s Terms of Use and Privacy Policy. You are solely responsible for any document or information that you submit to the Platform.

Deeded will automatically and without notice suspend your access to the Platform and to its services if Deeded has reasonable grounds to believe that your use of the Platform constitutes or is related to any criminal activity, unlawful act, violation of Deeded’s Terms of Use and Privacy Policy, or attempt to do the foregoing.

You must not use on the Platform any form of destructive software such as viruses, worms, Trojan horses, time bombs, cancelbots or other harmful components, files, programs or computer codes designed to interrupt, destroy or limit the functioning

of the Platform. You may not attempt to gain unauthorized access to the Platform, an Estate, other computer systems or networks connected to the Platform by password extraction or other means; interfere with or disrupt networks or servers connected to the Platform or violate the regulations, policies or procedures of such networks; and use, download or otherwise copy, or provide to a person or entity, the user directory or other user information.

To use the Platform, you must register and create a personal user account. You will need to submit to Deeded personal information such as your name, personal address, your email address, property address and phone number. Your account information must be true, accurate, complete and up-to-date at all times. Otherwise, your access to your account may be suspended or terminated automatically and without notice. For greater clarity, such suspension or termination would affect your access to the Platform, but would not terminate any lawyer-client relationship created with a Legal Service Provider.

In several cases and where legally required, you may be required to prove your identify. Deeded may use several third-party tools and methods to protect our Platform, as well as Legal Service Providers and Business Partners who use our Platform, from potential fraud. As such, you may be subject to submitting your government identification, providing additional information such as photos to validate your identification.

Other personal information about you may have to be submitted to the Platform by you or other users in order to facilitate a Transaction. Such personal information may include marital status, age, driver license, purchase contracts, agreements related to the Transaction, contact information, telephone number, email address, social insurance number. We refer you to our privacy policy. Any personal information you provide us will be processed in accordance with our Privacy Policy.

You understand and acknowledge that Deeded may share some of your information with the Legal Service Provider, in order for the Legal Service Provider to complete the Transaction. Such information shall also be retained by the Legal Service Provider in accordance with their professional or regulatory obligations regarding record keeping or other legal obligations, as applicable.

You understand and agree that you are responsible for maintaining the confidentiality of the passwords associated with your account. You agree that you will be solely responsible for activities that occur under your account. If you become

aware of any unauthorized access or activity, whether criminal or illegal, you agree to notify Deeded immediately at the following e-mail address: hello@deeded.ca

  • Business Partner Terms

Business Partners can be Lenders, Real Estate Agents, Mortgage Agents, and other parties, either individuals, or businesses, who may leverage the Platform to assist a User in completing their Transaction.

Business Partners have the right to “invite” Users such as home buyers, sellers and borrowers to access a specific Transaction on the Platform. As such, Business Partners may provide us with personal information (as such term is defined in our Privacy Policy) or other information relating to a User.

Business Partners are solely responsible for obtaining the User’s written consent to share such information in accordance with applicable privacy laws and any professional obligations. Deeded shall not be held responsible for any damages that Business Partners or other people may incur when granting access to a Transaction on the Platform.

When inviting a user to a specific Transaction on our Platform, a Business Partner may receive some of the following information:

  1. A Client’s personal information (as defined in our Privacy Policy);

  1. The nature of the services provided by a Legal Service Provider to a Client;

  1. The status of any services provided by a Legal Service Provider to a Client;

  1. The status of the closing/settlement of a Client’s purchase, sale or refinancing of real property;

  1. Particulars of any services provided by a Legal Service Provider to a Client including but not limited to:

  1. Address of real property purchased, sold or refinanced by a Client;

  1. Whether any mortgage funds or closing funds have been received by a Legal Service Provider with respect to a Client’s purchase, sale or refinancing of real property;

  1. Closing date pertaining to a Client’s purchase, sale or refinancing of real property;

  1. Steps taken by a Legal Service Provider with respect to a Client’s purchase, sale or refinancing of real property;

  1. Status as the approval of certain documents pertaining to a Client’s purchase, sale or refinancing of real property

  • Comments

You can post comments on the Platform about your experience with Deeded’s Services and express your appreciation of the Platform. Deeded may review your comments before or after they are posted, delay or prevent their publication and may delete them once posted if they are likely to cause injury or damage to others, or contain personal information or material that may be sensitive, illegal or that go against the Platform’s rules of use or Deeded’s recommendations. The purpose of this moderation is to enforce the rules of use of the Platform and to prevent abuse, but does not diminish your responsibility in any way. You must be the author of your comments and they must not violate the intellectual property rights of others. The comments expressed by a user of the Platform are those of that user and not those of Deeded.

By posting comments on the Platform or on any social media accounts associated with Deeded, you grant Deeded a royalty-free, irrevocable, perpetual, worldwide and non-exclusive license to publish, reproduce and distribute said comments by any means of communication controlled or authorized by Deeded, including social media. You hereby waive any moral right you have on or to your published comments and you authorize Deeded to modify them to make them easier to understand and to identify you as the author of your comments. Deeded is under no obligation to publish your comments or keep them accessible, this decision being at our sole discretion.

Deeded requires all users of the Platform and its Services to be respectful and civilized in their comments. You are prohibited from posting comments that are likely to offend or that may expose an individual or group of individuals to hatred or contempt on the basis of race, origin, color, religion, sex, sexual orientation, age, physical or mental disability or other grounds. Your comments must be of a personal, non-commercial nature. Deeded strongly recommends that you do not post comments containing your personal information.

  • Indemnification

You agree to indemnify and hold us harmless from all damages and causes of action arising from any of your actions or omissions related to your use of the Platform in violation of the present Terms of Use and/or Deeded’s Privacy Policy or applicable laws. Neither Deeded nor any other user, third party lawyer or other business partner assumes any responsibility or liability that may arise from any act or omission or unlawful, outdated, false or misleading content, transmission or upload by you or any other user.

  • Disclaimer Clause

You acknowledge that you are using the Platform and that you rely on it at your own risk. To the extent permitted by law, Deeded does not offer any warranty of any kind with respect to the Platform and Deeded’s Services, all provided “AS IS”, “WHERE IS” and “AS AVAILABLE”. THE PARTIES EXPRESSLY EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY OF SERVICES RENDERED, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AS WELL AS THOSE ARISING OUT OF APPLICABLE LAW OR OTHERWISE UNDER THE MARKET OR NORMAL COURSE OF BUSINESS. WE DO NOT WARRANT THAT THE PLATFORM WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTION OR BE FREE FROM ERROR.

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT DEEDED IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT OR PUNITIVE DAMAGES OR OTHER TYPES OF DAMAGES (INCLUDING IN PARTICULAR, PROPERTY DAMAGE, LOSS OF INFORMATION, PROGRAMS OR DATA, ECONOMIC LOSSES) ARISING FROM THE USE OF THE PLATFORM, ANY CONTENT PROVIDED, A THIRD PARTY WEBSITE, OR THAT ARISES FROM ANY

ACTS OR OMISSIONS OF A USER, THE INABILITY TO USE OR ACCESS THE PLATFORM, WHETHER DEEDED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH LOSS, OR THAT SUCH DAMAGE OR SUCH LOSS IS REASONABLY FORESEEABLE.

YOU ACKNOWLEDGE AND AGREE THAT DEEDED DOES NOT PROVIDE LEGAL SERVICES NOR OPINIONS, BUT MAY ACT AS AN INTERMEDIARY BETWEEN PLATFORM USERS AND THIRD-PARTY LAWYERS, AS WELL AS OTHER PROFESSIONALS AND BUSINESS PARTNERS, ACTING AS INDEPENDENT CONTRACTORS. DEEDED IS NOT RESPONSIBLE FOR ANY SERVICE OR OPINION PROVIDED TO YOU (VIA THE PLATFORM OR OTHERWISE) BY LEGAL SERVICE PROVIDERS OR ANY OTHER SUCH PROFESSIONAL ADVISORS AND DISCLAIMS ANY LIABILITY IN CONNECTION THEREWITH.

In all cases, you acknowledge that Deeded’s total and aggregate liability for such damages that you may claim and that may be granted to you is limited to the value of our agreement with you.

  • IT Security

We comply with applicable laws governing the protection of personal information. In addition, we use encryption techniques to protect the confidentiality of the information exchanged between you and our Legal Service Provider within transactional pages. We also protect information exchanged when the Platform is accessed through a non-secure platform or in a public location, which could endanger the security of your personal information or the documents or information submitted to the Platform. However, we shall not be held responsible for any damages that you may incur as a result of your access to the Platform under such circumstances.

Telecommunication networks (including the Internet), electronic systems, email or telephone communications (including SMS) are neither secure nor confidential. They can be accessed, lost or intercepted, in much the same way as communications by other means (for example, by post). No electronic system is completely secure or error-free. We shall not be held responsible for any damages that you may incur from using our Platform or from any exchange of e-mail or electronic messages (including SMS), whether originating from you or from us.

You alone are responsible for ensuring the protection and safekeeping of your data when using your computer platforms and devices.

Deeded may, in its sole discretion, audit, analyze, monitor, track and record the activities conducted on the Platform by you and other users. This can include logins and logouts, documents viewed, accessed or deposited, pages and sections accessed and features and functionalities used. Deeded does so for recordkeeping purposes, to improve the Services and the features and functionalities of the Platform as well as to document the activities conducted on the Platform for law enforcement and legal proceedings purposes.

  • Trademarks and Intellectual Property

All web content (including text, illustrations, graphics, images, photographs, audio and video clips, software and codes available on the Platform (collectively, the “Content“), including the manner in which the Content is presented, is protected by Canadian and foreign laws, notably under copyright law, and belongs to Deeded. You are prohibited from: i) using, reproducing, modifying, adapting, translating, downloading or transmitting the Content, in whole or in part, or otherwise permit access; ii) modifying, removing or covering any trademark or property notice included in or on the Content or the Platform; and iii) decompiling, disassembling, decrypting, extracting the Platform or performing reverse engineering on the Platform or their components, including, but not limited to, software, or assist anyone in doing the foregoing.

Certain names, words, titles, phrases, graphics, logos, icons or designs used on the Platform may be trademarks belonging to Deeded, our business partners, Legal Service Providers or used with the consent of third party owners. You agree not to remove, edit or otherwise alter trademarks, service marks, logos and other proprietary information contained on the Platform. Trademarks and the information contained on the Platform, including comments from users, may not be reproduced, in whole or in part, or used in any way without obtaining our prior written consent.

  • Social Media Platforms

Certain pages of the Platform may be accessible through the following social media platforms: Facebook, Instagram, Twitter, YouTube and LinkedIn. Before consulting or using our Platform through these social media platforms, you must read and comply with their respective terms of use and privacy policy.

  • Governing Law

These Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario applicable therein, without regard to choice of law or

conflicts of law principles. You agree that any dispute arising out of, or in connection with, the use of the Platform or its services is to be submitted to the exclusive jurisdiction of courts located in the Province of Ontario.

  • Entire Agreement

These Terms of Use constitute the entire agreement between you and Deeded regarding your access and use of the Platform, the Services and any other subject matter herein, and they replace any previous agreement, representation, warranty or understanding, whether verbal or written, express or implied, in this regard. If any portion of these Terms of Use is declared or held unlawful, invalid, or unenforceable, then such portion of these Terms of Use shall be deemed severed and shall not affect the validity or enforceability of the remainder of these Terms of Use.

  • Enurement

These Terms of Use are binding upon and shall enure to the benefit of both parties and their respective heirs, agents, legal representatives, assignees, successors (including any successor resulting from a merger or other statutory arrangement) and permitted assigns.

  • Assignment

You shall not assign or transfer your rights or obligations hereunder or otherwise without our prior written consent, which consent shall be at our sole discretion.

  • Information

Please send an e-mail to hello@deeded.ca for any questions regarding the operation of the Deeded Platform.