RIFO REALTY GROUP INC.

TERMS OF RIFO AGENT

Last Revised: August 23, 2021

These Terms of Service (“TOS”) are between you, the RIFO real estate agent ( “You” or “RIFO Agent”) and RIFO REALTY GROUP INC. (“RIFO”) and they govern Your use of the Agent App (as defined and further explained below).

These TOS incorporate, and are to be read in conjunction with, the RIFO Website Terms of Use available at https://policy.rifo.ca/terms_of_use.html (“Website TOU”) and the Acceptable Use & Conduct Policy available at https://policy.rifo.ca/acceptable_use_policy.html (“AUP”), each as may be amended from time-to-time. The Website TOU govern Your use of RIFO’s website currently located at https://www.rifo.co, https://www.rifo.ca (“Website”).

If You have any questions relating to these TOS, please contact RIFO by e-mail at ops@rifo.ca with questions about these TOS.

PLEASE READ THESE ENTIRE TOS CAREFULLY BEFORE ACCESSING, USING OR DOWNLOADING ANY OF RIFO AGENT. THE TOS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS ON THOSE RIGHTS, INCLUDING THE FOLLOWING:

• A NON-CIRCUMVENTION CLAUSE
• DISCLAIMERS REGARDING RIFO AGENT
• LIABILITY LIMITATIONS AND EXCLUSIONS
• AN INDEMNITY FROM YOU
• A FORUM SELECTION CLAUSE
• A WAIVER OF CLASS ACTION DISPUTES CLAUSE

THESE TOS ARE EFFECTIVE UPON ACCEPTANCE. WHEN YOU REGISTER FOR A RIFO AGENT ACCOUNT WITH RIFO, YOU ACCEPT THESE TOS BY CHECKING THE APPROPRIATE BOX AND ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TOS. IF YOU DO NOT REGISTER FOR A RIFO AGENT ACCOUNT, THESE TOS ARE EFFECTIVE THROUGH USE OF RIFO AGENT, INCLUDING USE OF THE WEBSITE OR BY DOWNLOADING ONE OF RIFO AGENT APPS.

IF YOU ARE AGREEING TO THESE TOS ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO RIFO THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TOS. IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TOS, OR DO NOT HAVE THE AUTHORITY DESCRIBED IN THE PREVIOUS PARAGRAPH, DO NOT CHECK THE APPROPRIATE ACCEPTANCE BOX AND DO NOT INSTALL, DOWNLOAD, ACCESS OR USE THE AGENT APP AND CANCEL THE LOADING OF AND DELETE ANY APPS.

1. ABOUT RIFO’S SERVICES

RIFO’s affiliates offer real estate brokerage services, including listing services and buyer representation services, and various ancillary services (such brokerage services and such ancillary services, the “RIFO Affiliate Brokerage Services”).

In connection with the RIFO Affiliate Brokerage Services, RIFO makes available a platform (“Platform”) as an online service designed to service and connect RIFO Affiliate Brokerage Services clients (“Clients”), RIFO Agents and third party vendors (“Vendors”) during the buying, selling and servicing of real estate. Clients, RIFO Agents and Vendors may access and use such online services via distinct RIFO mobile applications specifically designed for Clients, RIFO Agents or Vendors, respectively (such online services and such applications, collectively, the “RIFO Online Services”). For certainty, the “RIFO Online Services” includes the Platform and such mobile applications, as well as any software, other platforms, digital services, features, tools, functionalities, and any RIFO Content, made available via or accessible to Clients, Vendors or RIFO Agents via the RIFO Online Services, including by not limited to, RIFO Client (as defined below).

For the purposes of these TOS, the following defintions apply:

• “Apps” means the various apps that RIFO offers, including the RIFO Client App and RIFO Agent App
• “Content” means any text, information, materials, data, video, graphics, pictures, music, logos, marks, designs, hyperlinks, embedded links, URLs, and other types of content.
• “RIFO Agent Services” means the services and functionalities associated with the RIFO Client App and RIFO Agent App that facilitates Clients to find, connect and make appointments with RIFO Agents for real-estate services
• “RIFO Client App” means the RIFO Client-focussed mobile application
• “RIFO Content” means, any Content available on, or used to create and operate, the RIFO Online Services, including the Agent App, as well as the selection and arrangement of such Content, but RIFO Content excludes User Content
• “User Content” means any Content that You, or other RIFO Agents, or any Clients or Vendors upload, submit, post, display, transmit or otherwise make available on or to the RIFO Online Services.
• “User” means any end-user of any RIFO Online Services, including You, any Client, any Vendor or any other RIFO Agent.

Portions of the RIFO Online Services are focused on assisting Clients with their buying, selling and servicing of real estate by connecting Clients with RIFO Agents. Specifically, the RIFO Client App includes various functionalities, such as allowing Clients to: (i) search real estate listings and learn information related to such listings; (ii) using the RIFO Agent Services; (iii) track their real estate selling and/or buying progress; and (iv) connect with Vendors in order to purchase and receive Vendor services (“Vendor Services”).

2. RIFO AGENT AND AGENT SERVICES

• A Client may use the RIFO Client App to request to receive RIFO Agent Services (a “RIFO Service Agent Request”). The RIFO Service Agent Require will contain a fully detailed and accurate description of (i) the services requested and (ii) the property.
• The Agent App is the mobile application that you, the Agent, download and use in order to receive an RIFO Service Agent Request. For certainty, the “the Agent App” includes the Platform, the portion of the RIFO Online Services made available through such RIFO Clent App, as well as any software, other platforms, digital services, features, tools, functionalities, and any RIFO Content, made available via or accessible to Clients via the Agent App.
• Once an RIFO Agent Service Request is received by RIFO, RIFO will attempt to assign the RIFO Service Agent Request to a RIFO Agent through the Agent App. Should You receive such a RIFO Service Action Request, each RIFO Service Agent Request is an offer to You to perform the RIFO Agent Services, specifically connecting with a Client and making an initial appointment with a Client.
• Should You accept the RIFO Agent Service Request, You are agreeing to connect with the Client and make the initial appointment with the Client (an “Assigment”). You may contact the applicable Client by via the Agent App solely for the purpose of communication related to the Assignment. Any further agent services to be provided by You must be made through a seperate agreement with the Client, typically a real esate association standard form listing agreement or standard form buyer reprensetation agreement (the “Listing/Representation Agreement”).
• You acknowledge and agree that if RIFO reasonably suspects that You may be unable to fulfill an Assignment in a timely manner, or in a manner that is not in accordance with the standards of professionalism or service discussed in these TOS or otherwise within reasonable industry standards, then RIFO has the right to cancel the Assignment, replace You with another RIFO Agent to perform the Assignment, suspend or terminate the Your Account, and/or refuse any and all current or future use by the You of the RIFO Services.
• RIFO makes no representation, warranty or guarantee as to the availability, timing or provision of any RIFO Service Agent Request .

3. YOUR ELIGIBILITY TO USE AGENT APP AND RIFO AGENT ACCOUNT

• The Agent App may only be used by registered RIFO Agents who have entered into an Independent Contractor Saleperson’s Agreement with Eastside Realty Inc., an affiliate of RIFO (the “Affiliation Agreement”). If You use the Agent App, You represent and warrant to RIFO that You are a registered RIFO Agent and have entered into the Affiliation Agreement. Please contact RIFO at ops@rifo.ca if you wish to become a RIFO Agent and enter into an Affiliation Agreement.
• In order to use the RIFO Agent and RIFO Online Services, You must first set up a RIFO Agent account with RIFO (a “RIFO Agent Account”) by logging in with a valid e-mail address and password created by You (“Login Methods”). By setting up a RIFO Agent Account, You represent, warrant and covenant to RIFO that You: (i) meet all of the criteria in section 3(a) above; (ii) will provide RIFO with true, accurate, current and complete information; (iii) will maintain and promptly update the information You provide to RIFO; and (iv) will not enter any irrelevant data into any form or data entry field other than the data requested by RIFO for such field.
• RIFO reserves the right to reject any registration in RIFO’s sole discretion. In addition, in the event that You provide, or RIFO reasonably suspects that You have provided, any information that is untrue, inaccurate, not current or incomplete, then RIFO has the right to suspend or terminate Your RIFO Agent Account and refuse any and all current or future use of the Agent App.

4.SCOPE OF RIFO’S ROLE

• The Agent App is in part designed to enable RIFO Agents and Clients to connect and arrange for the provision and receipt of Agent Services and later enter into a Listing/Representation Agreement. THE AGENT APP MERELY FACILITATES SUCH CONNECTING AND ARRANGING.
• IN NO EVENT WILL RIFO BE RESPONSIBLE VIA THESE TOS FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIFO DISCLAIMS AND EXCLUDES ALL LIABILITY ARISING FROM ANY: (I) NON-RIFO BROKERAGE RELATED CONDUCT, WHETHER BY YOU CLIENTS OR OTHER END-USERS; OR (II) COMMUNICATION WITH AND PLANNING WITH CLIENTS FOR AGENT SERVICES, OR ANY TRANSACTIONS BETWEEN OR AMONG AGENTS AND CLIENTS OTHER THAN VIA AGENT SERVICES.

5.PRIVACY

In order to operate and make available the Agent App, and the other RIFO Online Services, RIFO collects, uses and discloses certain personal information about You. RIFO collects, uses, discloses and protects that information as described in RIFO’s Privacy Policy, which You can find at https://policy.rifo.ca/privacy_policy.html , and which is hereby incorporated into and forms a part of these TOS. Your privacy is important to RIFO and RIFO’s Privacy Policy explains how RIFO collects, uses, discloses and protects Your personal information.

6.LOGIN METHODS

• Login Methods are solely for a single RIFO Agent’s use.
• The RIFO Agent is solely responsible for (i) the confidentiality and security of RIFO Agent’s Login Methods; and (ii) all activities that occur under Registered RIFO Agent’s Login Methods and/or Registered RIFO Agent Account.
• RIFO is not obligated to inquire as to the authority or propriety of any use of, or action taken under, a Registered RIFO Agent’s Login Methods and/or Registered RIFO Agent Account. RIFO is not responsible or liable for any loss to any Registered RIFO Agent that arises from any use of its Registered RIFO Agent Account or Login Methods.

7.LIMITED USE; RESERVATION OF RIGHTS

• Subject to the terms and conditions of these TOS, RIFO grants to You, a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, personal, noncommercial, right to download, install, and use an the Agent App on Your Mobile Device (as defined below in Section 9).
• In order to benefit from either of Section 7.a, YOU MUST: (i) comply with these TOS; (ii) comply with any other rules, procedures, policies, terms or conditions that govern all or any portion of the Agent App; and (iii) comply with any additional requirements, restrictions or limitations provided by us or any applicable third party.
• RIFO expressly reserves all rights not expressly granted in these TOS.

8. THIRD PARTY TOOLS

• You acknowledge and agree that the Agent App interoperates with several third party tools, software applications, services, data, information, content, materials, and infrastructure that are procured by RIFO and that are used in conjunction with making available the Agent App (“Third Party Tools”). The Agent App may be highly dependent on such Third Party Tools. RIFO DOES NOT WARRANT OR SUPPORT THIRD PARTY TOOLS, AND RIFO IS NOT LIABLE FOR ANY THIRD PARTY TOOLS.
• Specifically, Third Party Tools may include information and tools provided by the Toronto Regonal Real Estate Board (“TRREB”). You acknowledge and agree that, if You use any information provided by TRREB, You do so only as a consumer that has a bona fide interest in the purchase, sale, or lease of real estate and not for any commercial purpose or any other purpose. NO SUCH INFORMATION GUARANTEED AS ACCURATE BY RIFO OR TRREB.

9. ACCEPTABLE USE

• You represent, warrant and covenant to RIFO that you will abide by and not violate RIFO’s AUP.
• If you breach the AUP, or any other provision of these TOS, RIFO may take whatever steps RIFO deems necessary to protect the Agent App, RIFO, RIFO Online Services, RIFO Affiliate Brokerage Services, RIFO’s business, Vendors and other RIFO Agents, RIFO’s and its supplier’s infrastructure, and/or other Users, including suspending Your use of the Agent App or terminating Your RIFO Agent Account
• The Agent Apps are made available by RIFO through Google Play (owned or operated by Google Inc. (“Google”)) and the App Store (owned and operated by Apple Inc. (“Apple”)), for use on an eligible mobile device of Yours that complies with these TOS and is owned or controlled by You ("Your Mobile Device"). RIFO does not endorse Your Mobile Device and provides no representations, warranties or conditions regarding Your Mobile Device. You understand and acknowledge that the Agent Apps, and the Agent Services used through any mobile device by any browser on Your Mobile Device, are intended for use on mobile devices using the Android or iOS operating systems, or such other devices or operating systems as may be approved by Google or Apple, in each case as determined by Google, Apple or the telecommunication provider for Your Mobile Device, in their sole discretion. You will not use the App, or any browser to use the RIFO Agent Services, on a mobile device or an operating system (including an Android or iOS operating system and whether approved by Google or Apple) that has been, in each case, modified or customized in any way (including “jailbroken”, “rooted”, “bootleg unlocked”) by anyone other than the original equipment manufacturer (or original licensor of the operating system software, as applicable), an authorized distributor or reseller thereof, the applicable telecommunication provider or anyone else acting with the permission or on behalf of any of the foregoing.

10. NON-CIRCUMVENTION

You may not use the Agent App to find a Clients and then circumvent these TOS or enter into a Listing/Representation Agreement with a Client independent from your affiliation RIFO or its affiliates

11. USER CONTENT; FEEDBACK

• In connection with Your use of the Agent App, you may have occasion to upload, submit, post, display, perform, transmit, communicate, or otherwise make available your User Content via the Agent App (“Your User Content”). You hereby grant RIFO a worldwide, perpetual, irrevocable, transferrable, sublicenseable, royalty-free, nonexclusive right and license to use any of Your User Content in the manner in and for the purposes for which the Agent App and/or RIFO from time to time uses User Content, including for the purposes of providing and making available the Agent App, RIFO Online Services, and developing and marketing products, services, applications, in each case without any obligation to You or third parties. You waive any and all of Your moral rights in the Feedback and Your User Content.
• If You submit ideas, suggestions, commentary or feedback to RIFO regarding the Agent App (or any other product or service offered by RIFO, such as other RIFO Online Services) (collectively, "Feedback"), through any means whatsoever, then You agree that RIFO is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
• You represent, warrant and covenant to RIFO that Your User Content and Feedback will not violate the AUP.
• RIFO may review, monitor, and/or remove any Feedback and/or any of Your User Content at RIFO’s sole discretion and at any time and for any reason, without notice to You, including to comply with legal process or to respond to any claim that any of Your User Content or Feedback violates the rights of third parties.

12. RESPONSIBILITY FOR CONTENT

• UNDER NO CIRCUMSTANCES WILL RIFO BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING ANY RIFO CONTENT OR USER CONTENT.
• You are solely responsible for all of Your User Content and for complying with these TOS.
• RIFO: (i) stores User Content, including Your User Content, at the direction, request and with the authorization of its Users; (ii) acts as a passive conduit and/or host for the uploading, storage and distribution of User Content, including Your User Content; (iii) cannot and does not review the User Content created or uploaded by Users, including Your User Content; and (iv) does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any RIFO Content or User Content (including Your User Content).
• RIFO may, but does not undertake or assume any duty to, monitor the Agent App for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these TOS or any applicable law, rule or regulation.
• You understand that by using the Agent App, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, that have been mislabeled or are otherwise deceptive.

13. GENERAL DISCLAIMERS

• YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER CONTENT, AS WELL AS ANY COMMUNICATIONS AND INTERACTIONS WITH AGENTS AND/OR VENDORS.
• AGENT APP, RIFO ONLINE SERVICES, RIFO MOBILE APPS, RIFO CONTENT, USER CONTENT, THIRD PARTY TOOLS, AGENT SERVICES AND VENDOR SERVICES ARE MADE AVAILABLE AND PROVIDED "AS IS" AND “AS AVAILABLE” AND USE OF THEM IS SOLELY AT YOUR OWN RISK.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIFO HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. . WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, RIFO EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF RIFO AGENT, RIFO ONLINE SERVICES, RIFO MOBILE APPS, RIFO CONTENT, USER CONTENT, THIRD PARTY TOOLS, AGENT SERVICES OR VENDOR SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER

14.LIMITS AND EXCLUSIONS OF LIABILITY

• THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIFO BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR IN CONNECTION WITH THESE TOS: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE); (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR AGENT APP; (V) PERSONAL INJURY OR DEATH; (VII) PERSONAL OR PROPERTY DAMAGE; OR (VIII) THE RIFO AFFILIATE BROKERAGE SERVICES.
• IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF RIFO IN CONNECTION WITH OR UNDER THESE TOS EXCEED CAD$100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TOS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
• THIS SECTION “LIMITS AND EXCLUSIONS OF LIABILITY” WILL APPLY TO ALL CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND INJURY), FUNDAMENTAL BREACH, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF RIFO HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WILL APPLY WHETHER OR NOT ANY DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED OR WHETHER RIFO WAS ADVISED OF SAME.

15.INTELLECTUAL PROPERTY OWNERSHIP

• Except for the rights granted to You expressly herein, as between RIFO and You, RIFO reserves all right, title and interest (including all intellectual property rights) in and to the Agent App, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content (other than Your User Content), and Third Party Tools, which are owned by RIFO or its licensors. For certainty, the Agent App are licensed, not sold, to You.
• All trademarks and other indicia of origin appearing on or in the Agent App, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content (other than Your User Content), or Third Party Tools are the property of RIFO or RIFO’s service providers, suppliers or licensors, or the trademark’s property owners, unless otherwise indicated. You may not use any trademark or other indicia of origin appearing on or in the Agent App, RIFO Content or Third Party Tools.
• Your User Content is, as between You and RIFO, Your property.

16. EXTERNAL SOURCES AND RIFO AGENT; THIRD PARTY BENEFICIARIES

RIFO is not responsible for information on any third party website or service that is referred in, or accessible or connected by hyperlink to, the Agent App. If You use any third party website or service through the Agent App, then You do so at Your own risk. Such third party websites or services may be subject to their own terms of service and privacy policies. RIFO is not responsible or liable for the availability or accuracy of such third party websites or services, or the content, products, or services available from such third party websites or services. Hyperlinks do not constitute third party endorsement of, sponsorship or endorsement by, or affiliation with, RIFO.

17. LINKING TO THE WEBSITE

• RIFO welcomes links to the homepage of the Website. You may only establish a hyperlink to the homepage of the Website if: (i) the link does not state or imply any affiliation, connection, sponsorship, endorsement, commercial tie-in, or approval of Your site by RIFO or anyone having rights to any Content or create the false appearance that an entity is affiliated with or sponsored by RIFO; and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill affiliated with RIFO, its trademarks or any other trademarks appearing on or in the Agent App.
• RIFO does not permit framing or inline linking to any other website, service or application.

18. UPDATES; TOS AMENDMENTS

• RIFO may, in RIFO’s sole discretion, release fixes, patches or updated versions of the Agent App or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of the Agent App and/or Content or any part of any of the foregoing) at any time without notice (each, an “Update”). Upon release, each Update will be deemed to become part of the Agent App and will be subject to the terms and conditions of these TOS.
• RIFO may amend these TOS, or any provision thereof, with immediate effect at any time and without notice. Your use of the Agent App following any such amendment (including those implemented as part of the release of an Update) will constitute Your agreement to the terms and conditions of these TOS in effect at the time of such use.

19. TERMINATION; SUSPENSION AND AFTER TERMINATION

• RIFO reserves the right to reject, suspend or terminate the Agent App, any Registered RIFO Agent’s Account, any Listing, or Your use of all or any portion of the Agent App at any time and for any reason, in RIFO’s sole discretion. RIFO has no obligation to provide You with any notice of Your breach of these TOS, but RIFO may choose to provide notice, and an opportunity to cure such breach, in RIFO’s sole discretion should we so choose.
• The terms and conditions in these TOS will continue to apply to Your past use of the Agent App, in the form in which it or they then-existed at the time of the subject use. Furthermore, termination, rejection and/or suspension shall not relieve You of any obligations arising or accruing prior to such termination, rejection or suspension, or otherwise limit any liability that You otherwise may have to RIFO.
• You may cancel Your Registered RIFO Agent Account at any time via the Agent App or by sending an email to [ops@rifo.ca]. Please note that if Your Registered RIFO Agent Account is cancelled, RIFO does not have an obligation to delete or return to You any of Your Content or Feedback.
• Upon termination of these TOS or Your Registered RIFO Agent Account: (i) You will remain liable for all amounts due hereunder and all pending orders; and (ii) any provision hereof that by its nature is intended to survive the termination of these TOS will survive such termination.
• If RIFO takes any of the measures described above RIFO may communicate to any Vendors and RIFO Agents that a pending or confirmed order for any Vendor Services and/or RIFO Agent Services, as applicable has been cancelled.

20. INDEMNIFICATION

You shall indemnify and save RIFO and any related or affiliated RIFO companies and their respective boards of directors, officers, employees or agents (together, the “Indemnified Parties”), harmless from and against all claims, actions, demands, suits, liabilities, losses, expenses, costs, or damages (“Claims”) of every nature and kind whatsoever which the Indemnified Parties may have or suffer arising out of these TOS, including any and all Claims regarding: (i) Your breach of these TOS; (ii) Your use of any of the Agent App, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content, Third Party Tools, RIFO Agent Services or Vendor Services; (iii) Your User Content; (iv) Your interaction with any Vendors or RIFO Agents ;or (v); Your acts, omissions or misconduct. RIFO has the right but not the obligation to participate in any defense or settlement.

21. APPLICABLE LAW & JURISDICTION

All matters relating to these TOS will be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada applicable therein, as applicable, without regard to the conflicts of laws principles thereof. You and RIFO also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario or the federal courts of Canada, as applicable, located within the City of Toronto, with respect to any and all matters arising in connection with these TOS. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these TOS.

22. ASSIGNMENT

RIFO may assign or transfer these TOS in whole or in part at any time without Your consent. You may not assign these TOS or assign, transfer or delegate Your RIFO Agent Account or any of Your rights or obligations under these TOS. Any purported assignment, transfer or delegation in violation of this provision is void from the outset.

23. WAIVER OF CLASS ACTIONS

To the fullest extent permitted by applicable law, all parties to any action arising out of or in connection with the Agent App or these TOS must be individually named. You hereby waive any right you may have for any dispute pertaining to the Agent App or these TOS to be arbitrated or litigated on a class action or consolidated basis, or on bases involving disputes brought in a purported representative capacity on behalf of the general public.

24. SEVERABILITY; ENTIRE AGREEMENT; WAIVER

If any provision of these TOS are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these TOS shall remain in full force and effect. These TOS constitute the entire understanding, and supersedes all other understandings, between You and RIFO concerning the subject matter hereof. No waiver of a right of a party under these TOS will be effective unless it is in writing and signed by the party waiving its right. A waiver of a right by a party (or failure by a party to enforce a provision of these TOS) will be effective only in the specific instance and for the specific purpose for which it is provided. No waiver will be deemed a waiver of any prior or subsequent default hereunder.

25. FORCE MAJEURE

RIFO will not be liable under these TOS because of a failure or delay in performing RIFO’s obligations hereunder on account of any cause beyond RIFO’s reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action.

26. INTERPRETATION

Headings are inserted for convenience of reference only and will not affect the construction or interpretation of the Agreement. Where the word “including” or “includes” is used herein, it means “including without limitation” or “includes without limitation”, respectively. The language used in these TOS are the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

27. LANGUAGE OF THESE TOS

It is the express wish of the parties that these TOS and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais

28. SUPPLEMENTAL TERMS FOR APPLE USERS

These terms supplement and are in addition to the terms of these TOS for users who use the Agent App or the Agent App on Apple products (collectively, "Apple Devices"):

• These TOS are between You and RIFO only, and not with Apple. RIFO is solely responsible for the Agent App and the Agent App.
• Your use of the Agent App must comply with the usage rules set forth in the Apple App Store Terms of Use. The license granted for the Agent App with respect to Apple Devices is a non-transferable license to use the Agent App on any Apple Devices that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such the Agent App may be accessed, acquired, and used by other affiliated accounts via Apple’s Family Sharing program or volume purchasing.
• RIFO, is solely responsible for providing and Apple has no obligation to provide maintenance and support for the Agent App and the Agent App. Support requests, as well as questions or complaints regarding the Agent App, may be directed to RIFO.
• To the maximum extent permitted by applicable law, Apple has no warranty obligation whatsoever with respect to the Agent App or the Agent App, and will not be liable for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. RIFO shall not be required to provide a refund to You under any circumstances.
• Apple is not responsible for addressing any claims by You or any third party relating to the Agent App or the Agent App or Your possession and/or use of the Agent App or the Agent App, including but not limited to (i) product liability claims, (ii) any claim that the Agent App or the Agent App fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
• Apple shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Agent App or the Agent App, or Your possession and use of the Agent App or the Agent App, infringes a third party's intellectual property rights.
• You represent and warrant that (i) the Agent App and the Agent App will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a "terrorist-supporting" country, and (ii) neither You nor any User is listed on any U.S. Government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these TOS, and have the right (and shall be deemed to have accepted the right) to enforce these TOS against You.
• To the extent that any third-party terms are applicable when using the Agent App or the Agent App, each user must comply with such terms when using the Agent App or the Agent App.
• RIFO’s address is 7030 Woodbine Ave, Suite 900, Markham, ON L3R 6G2.

29. SUPPLEMENTAL TOS FOR GOOGLE USERS

These terms supplement and are in addition to the terms of the TOS for Users who use the Agent App or the Agent App on products with Android or other Google operating systems instanced (collectively,"Google OS Devices"):

• Google Inc. (“Google”) may, at any time and without notice, restrict, interrupt or prevent use of the Agent App, or delete the Agent App from Your Google OS Device, or require RIFO to do any of the foregoing, without entitling You to any refund, credit or other compensation from RIFO or any third party (including, but not limited to, Google Inc. or Your network connectivity provider).
• These TOS are betweenYou and RIFO only, and not with Google. RIFO is solely responsible for the Agent App and the Agent App.
• The Google Play marketplace is owned and operated by Google. Your use of Google Play is governed by a legal agreement between You and Google consisting of the Google TOS of Service (found at http://www.google.com/accounts/TOS ) and the Google Play TOS of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html and together with the Google TOS of Service called the "Google TOS" ). In addition, Your use of Google Play is subject to the Google Play Business and Program Policies ( http://play.google.com/about/android-developer-policies.html ). The Google Play TOS of Service, Google Play Business and Program Policies, and Google TOS of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.
• To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the Agent App or the Agent App, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. RIFO shall not be required to provide a refund to You under any circumstances
• Google shall not be responsible for addressing any claims by You or any third party relating to the Agent App or the Agent App or Your possession and/or use of the Agent App or the Agent App, including but not limited to (i) product or service liability claims, (ii) any claim that the Agent App or the Agent App fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
• Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Agent App or Your possession and use of the Agent App infringes a third party's intellectual property rights.
• You represent and warrant that (i) the Agent App will not be downloaded or used, and the Agent App will not be access or used, in, or transported to, a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a "terroristsupporting" country, and (ii) neither You nor any User is listed on any U.S. Government list of prohibited or restricted parties.
• Google and its subsidiaries are third-party beneficiaries of these TOS, and have the right (and shall be deemed to have accepted the right) to enforce these TOS against You.
• In order to continually innovate and improve Google Play, Google may collect certain usage statistics from Google Play and Your Mobile Device, including but not limited to, information on how Google Play and Your Mobile Device are being used. The data collected is examined in the aggregate to improve Google Play for users and developers and is maintained in accordance with Google's Privacy Policy. To ensure the improvement of the Agent App and the Agent App, limited aggregate data may be available to RIFO upon its written request.
• RIFO’s address is 7030 Woodbine Ave, Suite 900, Markham, ON L3R 6G2.