Terms of Service

1. Agreement

These Terms of Service (“Terms”) form a binding agreement between the entity identified in the order form or online sign-up (“Customer”) and Valorem Proptech Ltd., a British Columbia company (“Valorem”). By signing an order form or accessing the Service, Customer agrees to these Terms.

2. Definitions

• “Service” means Valorem’s commercial property-tax appeal platform, including any associated tools, APIs, and reports.
• “Customer Data” means data Customer or its Users submit to or generate through the Service.
• “Order Form” means a written or electronic ordering document signed or accepted by both parties.
• “Users” means Customer employees and contractors authorized by Customer to use the Service.

3. The Service

Subject to these Terms and payment of applicable fees, Valorem grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer’s internal business purposes. Customer will not (a) resell or sublicense the Service; (b) reverse engineer the Service; (c) use the Service to build a competitive product; (d) scrape or use automated means beyond documented APIs; (e) introduce malicious code. Valorem may modify the Service from time to time but will not materially reduce functionality during a paid Term without Customer’s consent. Customer’s use of the Service is limited to properties located in British Columbia, Canada that are subject to assessment by BC Assessment. Customer represents and warrants that all properties submitted to the Service meet this criterion. Use of the Service for properties outside British Columbia, or for assessment authorities other than BC Assessment, is not permitted, and Valorem accepts no liability arising from such use.

4. Service availability

Valorem will use commercially reasonable efforts to make the Service available to Customer during the Term. The Service may experience occasional unavailability due to maintenance, third-party service dependencies, network issues, or events outside Valorem’s reasonable control. Valorem makes no specific availability guarantee or service-level commitment in respect of the Service.

5. Customer obligations

Customer is responsible for User accounts, Customer Data accuracy and legality, and compliance with applicable law in using the Service.

6. Fees and payment

Fees are set out in the applicable Order Form. Unless otherwise stated, fees are billed annually in advance in Canadian dollars, net 30 days. Fees exclude GST/HST, BC PST (where applicable), and any other taxes, which are Customer’s responsibility. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

7. Term and termination

These Terms take effect on the earlier of Customer’s execution of an Order Form or first use of the Service and continue until all Order Forms expire or are terminated. Either party may terminate for the other’s uncured material breach on 30 days’ written notice. Valorem may suspend the Service immediately, without prior cure period, for any amount past its due date, for material breach, or for legal or security risk. Following termination triggered by Customer’s non-payment, Customer has seven (7) days to export Customer Data; thereafter Valorem may permanently delete Customer Data without further notice and without liability.

8. Customer Data — ownership and licence

Customer retains all right, title, and interest in Customer Data. Customer grants Valorem a worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data solely as needed to provide the Service, comply with law, and generate Usage Data (de-identified, aggregated data Valorem uses to operate, improve, and market the Service).

9. Confidentiality, privacy, and data protection

Each party will protect the other’s Confidential Information with at least the same care it uses for its own confidential information of similar importance. Valorem processes personal information as described in Valorem’s Privacy Policy, which Customer agrees is incorporated by reference into these Terms. Valorem may update its Privacy Policy and these Terms from time to time by posting an updated version; Customer’s continued use of the Service following any such update constitutes Customer’s acceptance of the update. Where Valorem processes personal information on Customer’s behalf, the parties’ Data Processing Addendum applies.

10. Warranties

Valorem warrants that the Service will materially conform to its then-current documentation. Customer’s exclusive remedy for breach of this warranty is, at Valorem’s option, correction of the non-conformity or, if not corrected within 30 days, termination of the affected Order Form and a pro-rata refund of prepaid unused fees.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALOREM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY OF UNINTERRUPTED, ERROR-FREE, OR FULLY SECURE OPERATION. CUSTOMER ACKNOWLEDGES THAT NO INTERNET-CONNECTED SYSTEM IS FULLY SECURE AND THAT CYBERSECURITY INCIDENTS ARE INHERENT RISKS OF USING CLOUD-BASED SERVICES.

11. Customer indemnification

Customer will defend, indemnify, and hold harmless Valorem and its officers, directors, employees, and agents from and against any third-party claim, action, demand, loss, damage, cost, or expense (including reasonable legal fees) arising out of or related to (a) Customer Data or Customer’s right to submit it; (b) Customer’s use of the Service in breach of these Terms; (c) Customer’s violation of applicable law; or (d) any claim by an owner, tenant, or other person identified in Customer Data. Valorem will give Customer prompt notice and reasonable cooperation at Customer’s expense. Valorem provides no reciprocal defence or indemnification.

12. Limitation of liability

VALOREM’S aggregate liability arising out of or related to these Terms, regardless of the theory of liability, will not exceed the fees paid by Customer to Valorem in the three (3) months preceding the event giving rise to the liability. CUSTOMER’S liability is not subject to any cap with respect to (a) Customer’s payment obligations; (b) Customer’s breach of use restrictions; (c) Customer’s indemnification obligations; (d) Customer’s breach of confidentiality; or (e) Customer’s gross negligence or wilful misconduct. IN NO EVENT WILL VALOREM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Customer’s sole and exclusive remedy for any failure of the Service is, at Valorem’s option, correction of the issue or a credit against future Platform Fees in an amount Valorem reasonably determines. Valorem does not provide cash refunds or automatic service credits.

13. General

• Governing law: British Columbia and the federal laws of Canada applicable therein; exclusive jurisdiction Vancouver.
• Assignment: only with consent, except in M&A.
• Notices: in writing per the Order Form; email sufficient for routine matters.
• Entire agreement; severability; no waiver.