Terms of Service

1. Definitions

In these Terms of Service, the following terms have the meanings set out below:

2. Intellectual Property Ownership

The Platform, including all software code, algorithms, templates, report layouts, database schemas, documentation, and associated materials, is the intellectual property of Aktus Real Estate Ltd. All rights, title, and interest in and to the Platform are retained by Aktus Real Estate Ltd.

Aktus Praxis Inc. is a subsidiary of Aktus Real Estate Ltd. and has been granted the right by Aktus Real Estate Ltd. to issue software licence agreements and Subscriptions to Licensees. These Terms constitute a licence agreement issued by Aktus Praxis Inc. under that authority. No ownership interest in the Platform is transferred to the Licensee under these Terms.

The Platform is licensed — not sold. You receive only the limited usage rights expressly set out in these Terms.

3. Grant of Subscription Licence

3.1 Licence Grant

Subject to these Terms and payment of the applicable Subscription Fee, Aktus Praxis Inc. grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the Platform during the Subscription Term, solely for the Licensee’s internal professional real estate appraisal business purposes.

3.2 Authorized Users

Individual Licensees may use the Platform personally. Firm Licensees may permit their employees, contractors, and associates to use the Platform as Authorized Users, subject to the following:

• The Licensee is responsible for all acts and omissions of its Authorized Users.
• Each Authorized User must accept the EULA before accessing the Platform.
• The Licensee must ensure that Authorized Users are aware of and comply with these Terms.
• The Licensee must promptly revoke access for any Authorized User who leaves the firm or whose access is no longer required.

3.3 Local Deployment

The Platform is designed for local installation on the Licensee’s own hardware or firm infrastructure. In a local deployment, all Licensee Data is stored on the Licensee’s own machine and is not transmitted to or accessible by Aktus Praxis Inc. The Licensee is solely responsible for the security, backup, and integrity of its local installation and Licensee Data.

3.4 Restrictions

The Licensee must not, and must ensure that Authorized Users do not:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any part of it
• Remove, alter, or obscure any proprietary notices, copyright notices, or labels on the Platform
• Resell, sublicence, rent, lease, transfer, assign, or otherwise make the Platform available to any third party except as expressly permitted under Section 3.2
• Use the Platform to develop a competing product or service
• Use the Platform for any unlawful purpose or in violation of any applicable professional standards, including CUSPAP
• Attempt to gain unauthorized access to any system, network, or data in connection with the Platform
• Circumvent, disable, or interfere with any licence enforcement, security, or access control mechanism in the Platform

4. Subscription Fees and Payment

4.1 Subscription Plans

The Platform is available on the following Subscription basis:

The applicable Subscription Fee and plan details are set out in the Order Form or the pricing schedule in effect at the time of purchase. Aktus Praxis Inc. reserves the right to change Subscription Fees upon not less than thirty (30) days’ written notice. Fee changes will take effect at the next renewal of the Subscription Term.

4.2 Payment Terms

• Subscription Fees are payable in advance at the commencement of each Subscription Term.
• All fees are quoted and payable in Canadian dollars unless otherwise specified in the Order Form.
• Fees are non-refundable except as expressly provided in Section 4.4 or as required by applicable law.
• The Licensee is responsible for all applicable taxes, including HST/GST/PST, unless Aktus Praxis Inc. is required to collect such taxes, in which case they will be added to the invoice.

4.3 Late Payment

If payment is not received by the due date, Aktus Praxis Inc. may, without limiting other remedies: (a) suspend access to the Platform after providing not less than five (5) business days’ written notice; and (b) charge interest on overdue amounts at the rate of 1.5% per month (18% per annum), compounded monthly, from the due date until the date of payment.

4.4 Refunds

Monthly Subscriptions: No refunds are provided for partial months.

Annual Subscriptions: If the Licensee cancels an Annual Subscription within fourteen (14) days of the start of the then-current Subscription Term (the “Cooling-Off Period”), Aktus Praxis Inc. will provide a pro-rated refund of the unused portion of the Subscription Fee, less any reasonable administrative costs. No refunds are provided after the Cooling-Off Period.

Refunds will not be provided where: (a) the Licensee’s access has been terminated for breach of these Terms; or (b) the Platform has been substantially used during the Subscription Term.

5. Term, Renewal, and Cancellation

5.1 Term

These Terms commence on the date the Licensee first activates the Platform or accepts these Terms, whichever is earlier, and continue for the initial Subscription Term selected at purchase, unless terminated earlier in accordance with these Terms.

5.2 Automatic Renewal

Subscriptions renew automatically at the end of each Subscription Term for a further Subscription Term of the same duration, at the then-current Subscription Fee, unless the Licensee provides written notice of cancellation before the end of the then-current Subscription Term in accordance with Section 5.3.

5.3 Cancellation by Licensee

The Licensee may cancel their Subscription at any time by:

• Providing written notice to Aktus Praxis Inc. at the contact address in Section 17 (Notices); or
• Using the cancellation mechanism in the Platform account settings, if available.

Cancellation takes effect at the end of the then-current Subscription Term. The Licensee will retain access to the Platform until that date. No partial-term refunds are provided upon cancellation, except as provided in Section 4.4.

5.4 Termination by Aktus Praxis Inc.

Aktus Praxis Inc. may terminate these Terms and the Licensee’s Subscription:

• Immediately upon written notice if the Licensee materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach;
• Immediately upon written notice if the Licensee becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings;
• Upon thirty (30) days’ written notice, at Aktus Praxis Inc.’s discretion, if Aktus Praxis Inc. discontinues the Platform.

5.5 Effect of Termination or Expiry

Upon termination or expiry of the Subscription for any reason:

• All licences granted under these Terms immediately cease
• The Licensee must cease all use of the Platform
• Licensee Data stored in the local installation remains on the Licensee’s own machine; the Licensee is responsible for exporting or archiving its data before discontinuing use
• Sections 2, 6.2, 9, 10, 11, 12, 13, 14, and 16 survive termination

6. Licensee Data

6.1 Ownership of Licensee Data

As between the parties, the Licensee retains all ownership of and responsibility for its Licensee Data, including all appraisal reports, client information, and property data created or managed through the Platform. Aktus Praxis Inc. claims no ownership over Licensee Data or over appraisal reports, valuations, and professional work product created by the Licensee using the Platform.

6.2 Licensee Responsibilities for Data

The Licensee is solely responsible for:

• The accuracy, quality, legality, and integrity of all Licensee Data
• Ensuring it has obtained all necessary consents and authorities to collect, use, and enter client and property information into the Platform
• Maintaining the security of its local installation, including access controls and device security
• Backing up Licensee Data in accordance with its own retention and disaster recovery obligations
• Complying with PIPEDA, applicable provincial privacy legislation, and CUSPAP in connection with all personal information processed through the Platform

6.3 Data in Local Deployment

In the standard local deployment model, all Licensee Data is stored exclusively on the Licensee’s own hardware. Aktus Praxis Inc. does not have access to, and does not store copies of, any Licensee Data. The Licensee acts as the data controller under PIPEDA for all personal information processed through its local installation.

If a future hosted or cloud deployment model is made available, the parties will execute a Data Processing Agreement prior to any such deployment, and this Section will be updated accordingly.

7. Support and Maintenance

The specific terms, service levels, and pricing (if any) for technical support and software maintenance will be set out in a separate support schedule or updated version of these Terms. Until such terms are published, Aktus Praxis Inc. will make commercially reasonable efforts to provide software updates and address critical defects for active Subscribers. Licensees will be notified of the applicable support terms before any separate support fees are introduced.

Software updates (bug fixes, minor enhancements, and security patches) released by Aktus Praxis Inc. during an active Subscription Term will be made available to Licensees at no additional charge. Major version releases may be subject to separate pricing at Aktus Praxis Inc.’s discretion, with advance notice provided to existing Licensees.

For support enquiries: admin@aktusrealestate.com

8. Acceptable Use

The Licensee agrees to use the Platform only for lawful purposes and in accordance with these Terms, the Documentation, and applicable professional standards. The Licensee must not use the Platform:

• To generate appraisal reports that the Licensee does not intend to sign and take professional responsibility for
• To process personal information beyond what is reasonably necessary for the appraisal engagement
• In a manner that violates PIPEDA, applicable privacy legislation, or CUSPAP
• To infringe the intellectual property rights of any third party
• In any manner that could damage, disable, overburden, or impair the Platform
• To introduce malicious code, viruses, or other harmful components
• In contravention of any applicable law or regulation

9. Privacy

The collection, use, and disclosure of personal information by Aktus Praxis Inc. in connection with the Platform is governed by the Aktus Praxis Privacy Policy, which is incorporated into these Terms by reference.

Where the Platform is deployed locally, the Licensee acts as the data controller for all personal information entered into the Platform. The Licensee’s obligations as data controller, including obligations to its clients and under PIPEDA, are the Licensee’s sole responsibility.

10. Confidentiality

10.1 Confidential Information

Each party (the “Receiving Party”) may receive confidential information of the other party (the “Disclosing Party”) in connection with these Terms. “Confidential Information” means any information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including pricing, technical details, software code, business plans, and client data.

10.2 Obligations

The Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care); (b) use Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees or contractors who need to know such information and are bound by confidentiality obligations at least as protective as these Terms.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where legally permitted.

11. Professional Responsibility

The Platform is a software tool to assist licensed real estate appraisers in the preparation of appraisal reports. Aktus Praxis Inc. does not practise real estate appraisal and does not provide professional appraisal services.

The Licensee, as a licensed real estate appraiser or appraisal firm, bears sole professional responsibility for:

• The accuracy, completeness, and professional quality of all appraisal reports generated using the Platform
• All professional judgments, opinions of value, and certifications contained in reports
• Compliance with CUSPAP, applicable provincial appraisal standards, and any regulatory requirements
• Any privacy certifications or representations made in generated reports
• The Licensee’s own professional errors and omissions insurance obligations

The use of the Platform does not create a professional relationship between Aktus Praxis Inc. and any client of the Licensee. Aktus Praxis Inc. assumes no liability for the professional content of appraisal reports generated by Licensees.

12. Warranties and Disclaimers

12.1 Aktus Praxis Warranties

Aktus Praxis Inc. warrants that:

• It has the right and authority to grant the Subscription licence set out in these Terms
• The Platform will perform materially in accordance with the Documentation during the Subscription Term
• It will implement commercially reasonable security measures to protect the integrity of the Platform

12.2 Disclaimer of Warranties

13. Limitation of Liability

14. Indemnification

The Licensee agrees to indemnify, defend, and hold harmless Aktus Praxis Inc., Aktus Real Estate Ltd., and their respective directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Licensee’s or any Authorized User’s use of the Platform in violation of these Terms
• The professional content of appraisal reports generated by the Licensee
• The Licensee’s failure to comply with applicable privacy legislation, including PIPEDA, in connection with personal information processed through the Platform
• The Licensee’s breach of applicable professional standards, including CUSPAP
• Any claim by a third party (including a client of the Licensee) arising from the Licensee’s appraisal services

15. Third-Party Services

The Platform may interact with third-party services including geocoding APIs, municipal GIS endpoints, and software update services. These interactions are described in the Privacy Policy. Aktus Praxis Inc. makes no representations regarding the availability, accuracy, or terms of third-party services. The Licensee’s use of the Platform in connection with third-party services is at the Licensee’s own risk.

The Platform does not transmit Licensee Data to any external AI or cloud service. All AI-assisted features operate on the Licensee’s local infrastructure.

16. General Provisions

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or in connection with these Terms.

16.2 Dispute Resolution

Before commencing any legal proceeding, the parties agree to attempt to resolve any dispute arising out of these Terms through good faith negotiation for a period of thirty (30) days following written notice from one party to the other identifying the dispute. If the dispute is not resolved within that period, either party may pursue its available legal remedies.

16.3 Entire Agreement

These Terms, together with the applicable Order Form, the Privacy Policy, and the EULA, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings, whether written or oral.

16.4 Amendments

Aktus Praxis Inc. may amend these Terms from time to time. Material amendments will be communicated to Licensees by written notice or through the Platform not less than thirty (30) days before taking effect. Continued use of the Platform after the effective date of an amendment constitutes the Licensee’s acceptance of the amended Terms. If the Licensee does not accept a material amendment, the Licensee may cancel its Subscription before the amendment takes effect.

16.5 Assignment

The Licensee may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Aktus Praxis Inc. Aktus Praxis Inc. may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under these Terms. Any purported assignment in violation of this section is void.

16.6 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.

16.7 Waiver

A party’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. A waiver is effective only if made in writing and signed by the waiving party.

16.8 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, internet outages, power failures, cyberattacks, or government actions, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

16.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

16.10 Language

The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

17. Notices

All notices under these Terms must be in writing. Notices to Aktus Praxis Inc. must be sent to:

Notices to the Licensee will be sent to the email address associated with the Licensee’s account. The Licensee is responsible for keeping its contact information current.

18. Contact

For general enquiries about these Terms or the Platform: