Modsave Inc., doing business as RealEstateContent.ai.ai (“RealEstateContent.ai”, “we”, “us”, “our”), owns and operates the website at RealEstateContent.ai.ai (“Website”) and the RealEstateContent.ai service, a social media calendar platform for real estate agents which allows Users to generate marketing content and post the content to their social media platforms (“Platform” and together with Website, “Service”). These Terms of Service (“Terms”) apply to all users of the Service, including visitors to the Website and users of the Platform (“Users”). You are not permitted to accept these Terms or use the Service on behalf of another individual or entity.

By clicking a box referencing these Terms or by using the Service, you indicate acceptance of these Terms. These Terms are effective between you and us as of the date of your acceptance of these Terms. We will notify you of any material changes to these Terms by providing notification via the Service or by updating the “Last Updated” date above. Any non-material change will become effective on the date the change is posted. Any material changes will be effective: (i) immediately for new Users; and (ii) for existing Users, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided through email or through the Service (as applicable), or (b) acceptance of the updated Terms.

Please note that the collection, use and disclosure of Personal Information (as the term is defined in the Privacy Policy) will be governed by our Privacy Policy available at [https://www.RealEstateContent.ai/privacy/] (“Privacy Policy”). 

1. Registration and Access.

1. 1. Account. Users may access and browse the information available on the Website free of charge. To use certain aspects of the Service (i.e. using Platform functionality), you must register for an account (“Account”). Users registering an Account must be at least 18 years of age and agree to (i) provide accurate, current, and complete information as may be prompted by any Account registration forms (“Registration Data”); (ii) maintain the security of your Account credentials; and (iii) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until resolution has been determined.
   2. Social Networking Services. The Platform permits Users to integrate their Account with various online third-party social media and social networking services (“Social Networking Services”). Integrating your Account with Social Networking Services may allow you to take advantage of additional Service features, including but not limited to scheduled posting of User Content (defined below). To enable such integration, you may be required to authenticate, register for, or log into the applicable Social Networking Services. Any Personal Information made available to us via Social Networking Services as part of the integration will be processed in accordance with our Privacy Policy. You are solely responsible for enabling any applicable Social Networking Service functionality to enable integration with your Account, and for complying with any applicable terms and conditions governing use of Social Networking Services.
   3. Regulatory Compliance Obligations. Users may be subject to regulatory obligations which may apply to how a User uses the Service. Users are solely responsible for ensuring that their use of the Service complies with all applicable laws and any regulatory obligations which may apply to the User. RealEstateContent.ai.ai shall not be responsible or liable for any failure by Users to comply with any regulatory obligations, laws, or regulations in connection with their use of the Service. RealEstateContent.ai.ai disclaims all liability in this regard.
   4. Third-Party Services. The Service may integrate with, rely on, or contain links to third-party websites, platforms, and services (including artificial intelligence technologies (“AI Services”)) that are not owned or controlled by us (“Third-Party Services”). We may use Third-Party Services to power Platform functionality which allows Users to provide inputs (including, without limitation, User Content) to generate content for Social Networking Services (“Outputs”). You should evaluate the accuracy of any Output generated by the Service and you shall be solely responsible for all decisions made, advice given, actions taken, and failures to take action based on use of or reliance on Outputs. We do not represent or warrant that Outputs will be accurate or applicable for your desired use or will be original or unique to you. You are solely responsible for ensuring Outputs with any terms governing Social Networking Service(s).  
   5. Third-Party Content. The Service may contain links to third-party websites, content, advertisers, services, promotions, special offers, or other events or activities (“Third-Party Content”). Additional terms and conditions may apply to any such Third-Party Content. We do not endorse or assume any responsibility for Third-Party Content. If you access or pay for Third-Party Content, you do so at your own risk and you agree that we have no associated liability.

2. Trial Services. In the event of a conflict between Section 2 and any other portion of these Terms, this Section 2 shall control.

1. 1. General. We may, at our sole discretion, make certain paid features of the Service available free of charge on a trial basis (“Trial”). You may be required to provide a payment method to sign up for the Trial. Upon registration, we will make the applicable part of the Service (“Trial Service”) available to you until the end of the Trial Service period, provided that we may terminate the Trial at any time in its sole discretion. Additional terms and conditions may be applicable to the Trial and will be made available to you at the time of registration and will be incorporated into these Terms by reference.
   2. End of Trial. At the end of the Trial period: (i) if the Trial required a payment method, your Account will automatically convert to a paid Subscription and you will be charged Fees for the equivalent part of the Service as your Trial Service unless you terminate your Trial prior to the expiry of the Trial period; or (ii) if the Trial did not require a payment method, you will lose access to the Trial Service and will be required to register for a Subscription and pay Fees to receive access to the equivalent part of the Service. Any User Content, Outputs or customizations made during the Trial will be permanently lost unless you purchase a Subscription to the same Service as covered by the Trial Service or export such data before the end of the Trial period.
   3. Representations and Warranties. The Trial Service is provided “as-is” without any warranty and we shall have no indemnification obligations nor liability of any type with respect to any damages arising out of your use of the Trial Service. You shall be fully liable to us for any damages to us arising out of your use of the Trial Service during the Trial period, including without limitation, any breach of these Terms during the Trial period.

3. Intellectual Property Rights.

1. User License. Subject to your compliance with these Terms, we grant you a non-transferable, non-exclusive, limited license to access and use the Service solely for your internal use.
2. Reservation of Rights. The Service, including without limitation any software or code embedded therein, are the property of RealEstateContent.ai and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Service except as expressly set forth in these Terms. The Service is licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you a right to use RealEstateContent.ai’s names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent.
3. User Content. If you choose to provide any data, software, text, audio, video, images, Personal Information, or other data to us via Service (“User Content”), you grant RealEstateContent.ai (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit User Content and any resulting Outputs to the extent necessary to provide and improve the Service and meet our obligations to you. To the extent any of your User Content constitutes Personal Information, such Personal Information shall be treated in accordance with the Privacy Policy.
4. Analytical Information. The license in Section 3c shall include the right for RealEstateContent.ai to use and copy User Content and Outputs for the purpose of creating aggregated and anonymized statistical analytics in respect to Service use (“Aggregated Statistics”). RealEstateContent.ai shall own all Aggregated Statistics.
5. User Content Restrictions. You represent and warrant that you are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with RealEstateContent.ai as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content; (iii) the consequences of sharing User Content via the Service to which you do not have rights in or title to; and (iv) ensuring that uploading User Content via the Service does not violate any applicable laws or the rights of any third party. Although RealEstateContent.ai does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or process any User Content which we reasonably consider to be in breach applicable laws or these Terms or our other policies.
6. Feedback. RealEstateContent.ai shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other RealEstateContent.ai products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Service.

4. Restrictions on Use of the Services. 

1. Our Rights. We reserve the right, at all times and at our sole discretion (but will have no obligation), to terminate or reclaim Accounts, or to limit or terminate your access to some or all aspects of the Service. We also reserve the right to access, read, preserve, and disclose any information available to us via the Service that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of our Users and the public. We may use the capabilities of the Service to confirm your compliance with these Terms.
2. User Restrictions. In using the Service, you shall not: (i) copy any information, or materials unless expressly permitted to do so herein; (ii) upload any User Content through the Service that: (I) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of a third party’s rights, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or (in our sole discretion) is otherwise objectionable (II) you do not have a right to make available under any law or contractual relationship; (III) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of a third party; (IV) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (V) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Service, any computer software or hardware, telecommunications equipment, or that compromise anyone’s privacy; (VI) contain any falsehoods or misrepresentations or creates an impression that you know is incorrect, misleading, or deceptive, or (VII) could damage or harm minors in any way; (iii) impersonate any person or entity or misrepresent your affiliation with a person or entity; (iv) interfere with or disrupt the Service or servers or networks connected to the Service, disobey any requirements, procedures, policies or regulations of networks connected to the Service, probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures; (v) violate terms governing Social Networking Services or any applicable law or regulation; (vi) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; (vii) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the any part of the Service, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (viii) create more than one Account to circumvent the restrictions set out herein; and (ix) access the Service in a manner that utilizes the Service’s resources more heavily than would be the case for an individual person using the Service on a conventional device.

5. Fees. 

1. General. The applicable fees (“Fees”) governing subscriptions to paid features of the Service (“Subscription”) shall be made available to you at the time of Account registration and onboarding. Depending on the module selected, you may be required to pay recurring Fees, to pay one-time Fees, or to pay Fees as they are incurred depending on usage of the Service (as applicable). You must maintain accurate payment information and notify us of any changes to your billing information. You must provide a valid payment method within ten (10) days of a missed Fee payment to continue your Subscription without interruption.
2. Changes to Subscription. If your modification to your Service module results in changes to Fees, the new Fees will be effective and billed on the first day of the subsequent billing cycle. You acknowledge and agree that downgrading a Subscription plan may cause the loss of Outputs or User Content, or access to certain Service features or customizations.
3. Billing. Fees will be billed on the first day of each Subscription monthly or annual billing term, as selected by you at the time of Subscription registration, until the end of the Subscription term. Upon expiry of the initial Subscription term, you shall be automatically renewed for an additional Subscription term of the same length as the initial Subscription term. Upon renewal, you will be charged Fees at the then-current price for the Service for each such renewed term. You may cancel your Subscription at any time via the Service.
4. Payment and Late Fees. Fees shall be collected via a Third-Party Service. Any incurred Fees not received by their due date may accrue, at our discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date Fees were due until the date paid.
5. Refunds and Taxes. Users may request a refund for Fees during the first 14 days of their first Subscription term by contacting us. Subject to the foregoing, all Fees are non-refundable and are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon our net income) shall be assumed by and paid for by User, not us. 
6. f. Suspension of Services. If User fails to provide an updated Subscription payment method per Section 5a above or Fees are 10 days or more overdue, in addition to any of our other rights or remedies, we reserve the right to suspend your access to the Service, without any liability to you, until all outstanding Fees are paid in full.

6. Availability. We may alter, suspend, or discontinue use of or access to the Service or any parts thereof at any time, at its sole discretion, and for any reason. The Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. We may periodically add or update Service functionality or materials available via the Service without notice. We will use commercially reasonable efforts to make the Service available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.

7. Confidential Information.

1. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Service, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

8. DISCLAIMERS. 

1. GENERAL. THE SERVICE IS PROVIDED “AS IS” AND WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR GUARANTEE ANY RESULT, THAT THE SERVICE WILL BE UNINTERRUPRED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 
2. THIRD-PARTY SERVICES AND CONTENT. WE DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR YOUR USE OR RELIANCE ON OUTPUTS, THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT.

9. LIMITATION OF LIABILITY. REALESTATECONTENT.AI, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING BUT LIMITED TO FUNDAMENTAL BREACH), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND PERSONAL INJURY), OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICE OR OUTPUTS; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICE; (III) TERMS GOVERNING SOCIAL NETWORKING SERVICES; (IV) THE COST OF PROCURING SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; AND (V) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR OUTPUTS OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF REALESTATECONTENT.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REALESTATECONTENT.AI’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE LOWER OF (X) FIFTY CANADIAN DOLLARS ($50); OR (Y) AMOUNTS RECEIVED BY REALESTATECONTENT.AI FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. INDEMNIFICATION.  

1. Indemnification. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold RealEstateContent.ai and its subsidiaries, affiliates, representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees) awarded against or incurred by Indemnified Parties as a result of any third party claim arising in connection with User Content shared by you through the Service and/or any violation by you of these Terms, terms governing Social Networking Services, the rights of RealEstateContent.ai or any third party, or any applicable law or regulation. For the purposes of this Section 10(a), you acknowledge that RealEstateContent.ai is acting as agent and trustee for Indemnified Parties.
2. Indemnification Conditions. RealEstateContent.ai will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 10(a). RealEstateContent.ai reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 10, and you agree to cooperate with any reasonable requests assisting RealEstateContent.ai’s defense of such matter. This Section 10 does not require you to indemnify RealEstateContent.ai for any unconscionable commercial practice by RealEstateContent.ai or for RealEstateContent.ai’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Service.

11. Termination. 

1. Termination by You. You may terminate these Terms at any time and for any reason by discontinuing use of the Service. Paying Users may terminate their Subscription at any time via the Service and/or by notifying us. Upon a request to terminate a Subscription, Users will continue to have access to paid features covered by Fees already paid until the end of the then-current Subscription billing cycle.  
2. Termination by RealEstateContent.ai. RealEstateContent.ai may, under certain circumstances and without prior notice, immediately terminate your ability to access the Service or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies or our other partners; (iii) discontinuance or material modification to Service (or any part thereof); (iv) unexpected technical, security or legal issues or problems; or (v) or any reason at our sole discretion. Any termination of your access to the Service by RealEstateContent.ai shall be in addition to any other rights and remedies that RealEstateContent.ai may have. 
3. Effect of Termination. Your rights to use and access the Service and all licenses granted by RealEstateContent.ai to you herein will immediately end upon termination of your access to the Service and may result in deletion of your Account and removal or irrevocable deletion of User Content. Sections 1c-1e, 2c, 3b-f, 4-10, 11c, and 12-14 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination (as applicable).

12. Security. Information sent or received over the internet is generally unsecure and RealEstateContent.ai cannot and does not make any representation or warranty concerning security of any communication to or from the Service, or any representation or warranty regarding the interception by third parties of information you may submit to us via the Service. 

13. Jurisdiction. Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of the Province of Ontario, Canada without giving effect to any conflict of laws principles. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

14. General. These Terms constitute the entire agreement between you and RealEstateContent.ai relating to the Service. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of RealEstateContent.ai to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by RealEstateContent.ai must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without RealEstateContent.ai’s prior written consent. RealEstateContent.ai may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of RealEstateContent.ai’s business, shares or assets.