Terms of Service

Last Updated

December 4, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," OR BY ACCESSING OR USING THE URBIS PLATFORM, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this "Agreement") by and between URBIS AI - INTELLIGENT REAL ESTATE SOLUTIONS INC., a corporation governed by the laws of Ontario and having its principal place of business at 87 Allan Street Oakville, Ontario L6J 3M7 ("Urbis"), and the corporation, partnership, sole proprietorship, or other business entity executing this Agreement ("Customer"). Urbis and Customer are each a "Party" and collectively the "Parties."

This Agreement is effective as of the date Customer clicks "Accepted and Agreed To," signs an Order that references this Agreement, or first accesses the Urbis Platform, whichever occurs first (the "Effective Date"). Customer use of, and Urbis provision of, the Urbis Platform are both governed by this Agreement.

Customer acknowledges that Urbis may collect and use Personal Data in connection with the Urbis Platform as described in the Urbis Privacy Policy, and that the Privacy Policy is incorporated by reference into this Agreement for that purpose, subject to Section 4.

THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING OR ACCEPTING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO.

1. Definitions
2. The Urbis Platform
3. Fees and Payment
4. Data, Security, and Privacy
5. Customer Responsibilities and Restrictions
6. IP and Feedback
7. Confidential Information
8. Representations and Warranties; Disclaimers
9. Indemnification
10. Limitation of Liability
11. Term and Termination
12. Beta Features
13. Miscellaneous

1. Definitions

The following capitalized terms have the meanings set out below.

1.1 "Urbis" means URBIS AI - INTELLIGENT REAL ESTATE SOLUTIONS INC., a corporation governed by the laws of Ontario.

1.2 "Customer" means the corporation, partnership, sole proprietorship, or other business entity entering into this Agreement and any Affiliate that is permitted to use the Urbis Platform under Customer account.

1.3 "Urbis Platform" means Urbis proprietary software as a service application, delivered via web interface, API, or other application, that provides AI assisted ingestion, abstraction, normalization, analysis, and reporting of commercial real estate lease documents, rent rolls, portfolio information, property level data, and other related materials, together with all associated analytics, insights, and workflow tools made available to Customer, as identified in the applicable Order.

1.4 "Customer Data" means all data, files, documents, information, and content submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer or its Users to the Urbis Platform, including but not limited to leases, amendments, rent rolls, property data, financial schedules, notes, metadata, Inputs, and any AI Outputs or other Output that Customer elects to store or use through the Urbis Platform.

1.5 "Input" means any prompt, instruction, content, document, or other data of any kind submitted by Customer or its Users to the Urbis Platform.

1.6 "Output" means any text, structured data, normalization, summary, insight, extraction, interpretation, or other result generated by the Urbis Platform in response to Customer Inputs, including AI Outputs.

1.7 "Derived Data" means: “Derived Data” means: 
(a) analytics, patterns, metrics, and statistical information generated from Customer Data or Usage Data; 
(b) aggregated or de-identified data that does not identify Customer, any User, or any specific property, tenant, or transaction and cannot reasonably be used to do so; and 
(c) internal model refinement, tuning, quality improvement, and performance optimization conducted only using de-identified forms of Customer Data that do not identify Customer, any User, or any individual.
For clarity, Urbis will not use Customer Data to train third-party foundation models, and any internal improvement will occur solely within Urbis-controlled environments and only in de-identified form.

1.8 "Documentation" means any proprietary materials, user guides, onboarding materials, technical documentation, or other information made available by Urbis relating to the use or operation of the Urbis Platform.

1.9 "User" means any individual authorized by Customer to access or use the Urbis Platform under Customer account, including employees, contractors, and agents of Customer or its permitted Affiliates.

1.10 "Integration Partner Products" means optional third party software, applications, APIs, data sources, or services with which the Urbis Platform may interoperate or integrate, and which may be used by Customer at its discretion.

1.11 "Personal Data" means information relating to an identifiable natural person and shall be interpreted consistently with applicable Canadian privacy legislation and any other applicable privacy laws.

1.12 "LLM" means a large language model or similar AI architecture used by Urbis to process content and generate Output.

1.13 "Third Party LLM" means any third party AI model or model provider used by Urbis to process Customer Data or generate Output.

1.14 "Order" means any mutually executed ordering document or commercial agreement, including quotes accepted by signature or electronic acceptance, that references this Agreement and sets out the features, functions, pricing, User counts, term, and subscription details associated with Customer access to the Urbis Platform.

1.15 "Initial Term" has the meaning set out in Section 11.1.

1.16 "Renewal Term" has the meaning set out in Section 11.1.

1.17 "Term" means the Initial Term together with all Renewal Terms.

1.18 "Privacy/Security Laws" means any applicable privacy and security laws and regulations governing Urbis handling of Personal Data for the Customer, including but not limited to Canadian federal and provincial privacy laws and any other applicable laws based on jurisdiction and data subject.

1.19 "AI Features" means features or functionality of the Urbis Platform that are enabled by artificial intelligence technology, including LLMs or other machine learning models, and that allow Users to submit Inputs and receive AI generated Output.

1.20 "AI Inputs" means Inputs submitted by Customer or its Users specifically to AI Features, including prompts, questions, instructions, and any related context.

1.21 "AI Outputs" means Output that is generated by AI Features in response to AI Inputs. Any AI Output that Customer elects to store, use, or rely on through the Urbis Platform is considered Output and part of Customer Data, subject to this Agreement. Customer acknowledges that AI Outputs may be similar or identical to outputs generated for other Urbis customers using similar prompts or Inputs, and that such similarity does not grant Customer any exclusive rights to such AI Outputs.

1.22 "Sensitive Personal Data" means Social Insurance Numbers, social security numbers, financial account numbers, payment card numbers, government issued identification numbers, health or medical information, information about an individual’s racial or ethnic origin, religious or philosophical beliefs, political opinions, trade union membership, genetic data, biometric identifiers, sexual orientation, or any other category of data considered sensitive under applicable privacy laws.

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2. The Urbis Platform

2.1 Authorization to Access and Use the Urbis Platform

(a) Beginning on the Effective Date, and subject to the terms of this Agreement and the applicable Order, Urbis will make the Urbis Platform available to Customer. 

(b) Subject to this Agreement, Urbis grants Customer a non exclusive, non transferable, worldwide right during the Term to access and use, and to permit its Users to access and use, the Urbis Platform solely for Customer internal business purposes in connection with commercial real estate analysis, lease administration, portfolio management, and related workflows as described in the applicable Order. 

(c) Customer may permit its Affiliates to act as Users under Customer account, provided that Customer remains responsible for all use and all obligations under this Agreement by such Affiliates and Users.

2.2 Support and Maintenance

At no additional charge beyond the Subscription Fees, Urbis will: 

(a) provide reasonable technical support for Customer use of the Urbis Platform; and 

(b) provide Maintenance, including error corrections, product updates, and improvements that Urbis makes generally available to its customers.

2.3 Documentation

Customer may reproduce and use the Documentation solely as necessary to support its Users use of the Urbis Platform, subject to the intellectual property provisions of this Agreement.

2.4 Feature Revisions

Urbis may revise, improve, or modify features and functions of the Urbis Platform at any time, including by adding, changing, or removing features, provided such changes do not materially degrade the core functionality of the Urbis Platform provided to Customer under the applicable Order.

2.5 Source Document Responsibility and Original Documents Control

Customer acknowledges and agrees that Customer is solely responsible for the accuracy, completeness, quality, legibility, and validity of all Customer Data, including all leases, amendments, rent rolls, property schedules, financial attachments, and related documents. Urbis is not responsible for errors, omissions, inconsistencies, or inaccuracies in Output that arise from incomplete, incorrect, illegible, obsolete, or ambiguous Customer Data.

Customer acknowledges that lease abstractions, summaries, and other Output generated from Customer Data are interpretations of the underlying documents only. In the event of any inconsistency between Output and the original lease, amendment, or other source document, the original document will govern. Customer is responsible for ensuring that business decisions, financial reporting, and contractual positions are based on the original documents and not solely on Output.

2.6 Output Reliance Limitations and Financial Reporting

Customer acknowledges and agrees that: 

(a) Output is generated using probabilistic AI models and may contain inaccuracies or omissions; 

(b) Output, including AI Outputs, is provided for informational and decision support purposes only; 

(c) Output does not constitute legal, financial, tax, valuation, engineering, compliance, or other professional advice; and 

(d) Customer must independently validate all Output before relying on it for: 

lease negotiations or renewals;
financial planning, forecasting, or reporting;
investment decisions, underwriting, or valuations;
regulatory or compliance reporting;
due diligence, audit, or transactional use.

Urbis disclaims all liability arising from Customer reliance on Output without appropriate verification and professional review where required.

Customer acknowledges that the Urbis Platform and Output are not designed or certified for use as the sole source of information for audited financial statements, lease accounting determinations (including under IFRS 16 or ASC 842), tax filings, or securities law disclosures. Customer will ensure that any use of Output in connection with financial reporting, tax filings, or securities disclosures is independently reviewed and validated by qualified accounting, tax, and legal professionals.

2.7 Restrictions on Use in High Risk Scenarios

The Urbis Platform is not designed or intended for use in any environment where inaccurate or incomplete Output could reasonably be expected to result in death, personal injury, severe property damage, regulatory breach, or material financial loss. Customer shall not use the Urbis Platform as the sole basis for: 

(a) engineering or structural safety analysis; 

(b) official regulatory filings without independent validation; 

(d) any use that is prohibited by law or regulation.

2.8 No Appraisal, Brokerage, or Investment Services

Customer acknowledges and agrees that Urbis is not engaged in the business of real estate appraisal, real estate brokerage, investment advisory services, or providing fairness opinions. The Urbis Platform and any Output are not: 

(a) an appraisal or valuation of any real property or portfolio; 

(b) a broker opinion of value or pricing recommendation for any sale, lease, or financing transaction; or 

(c) an offer or recommendation to purchase, sell, lease, finance, or otherwise transact with respect to any property or security.

Customer will not represent to any third party that Urbis, the Urbis Platform, or Output constitute an appraisal, broker opinion of value, or investment recommendation, and will ensure that any use of Output in connection with such activities is reviewed and validated by appropriately qualified professionals.

2.9 AI Features; Nature of AI Outputs

Customer acknowledges that AI Features may generate AI Outputs that: 

(a) are probabilistic and may be inaccurate, incomplete, or inappropriate; 

(b) may include or be influenced by patterns learned from a wide range of data; and 

(c) may be substantially similar or identical to outputs generated for other Urbis customers using similar AI Inputs.

Customer is solely responsible for reviewing and validating AI Outputs for accuracy, completeness, and suitability for Customer use case, including ensuring that AI Outputs are appropriate for any legal, financial, commercial, or regulatory decisions for which Customer intends to use them. Urbis does not guarantee any particular result, outcome, or performance level from AI Features or AI Outputs.

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3. Fees and Payment

3.1 Subscription Fees

(a) Customer will pay Urbis the subscription fees set out in each Order (the "Subscription Fees"). Unless otherwise stated in an Order, Urbis will invoice annually in advance and Customer will pay all invoices within thirty (30) days of the invoice date. 

(b) Customer shall maintain complete, accurate, and up to date billing and contact information at all times. 

(c) Except as expressly stated in this Agreement or an Order, Subscription Fees are non refundable and are based on services purchased, not actual usage. Subscription quantities (for example, Users or properties) cannot be decreased during the applicable term of the Order.

3.2 Late Payment and Suspension

(a) Any undisputed amount not received by Urbis by the due date may accrue interest at the rate of two percent (2 percent) per month, or the maximum rate permitted by law, whichever is lower, from the due date until paid. 

(b) Urbis reserves the right, in addition to any other remedies, to suspend access to the Urbis Platform if any undisputed Subscription Fees remain unpaid for thirty (30) days or more after written notice. Urbis will reinstate access upon full payment of all outstanding amounts.

3.3 Taxes

Subscription Fees are exclusive of any applicable taxes, duties, levies, or similar governmental assessments, including sales, value added, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, except for taxes based on Urbis net income.

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4. Data, Security, and Privacy

4.1 Processing of Customer Data

(a) General. Customer authorizes Urbis to process Customer Data as necessary to provide the Urbis Platform, perform its obligations under this Agreement, and deliver services set out in any Order. This includes processing for ingestion, abstraction, normalization, analysis, reporting, internal model improvement using Derived Data, and related operational purposes.

For clarity, the processing of Customer Data (which may include Personal Data contained in leases or other documents) in connection with the provision of the Urbis Platform is governed by this Agreement and any applicable data processing addendum, and not by the Urbis Privacy Policy. The Privacy Policy primarily governs Personal Data that Urbis collects and uses as a controller for its own purposes, such as website visitors, account administrators, and marketing contacts.

(b) Data Processing by Third Party LLMs. Customer understands and agrees that: 
(i) Urbis may transmit certain Customer Data to Third Party LLMs in order to generate Output and will retrieve Output for Customer use. Customer Data in transit will be encrypted using industry standard protocols.

(ii) Urbis will only transmit Customer Data to Third Party LLMs as required to perform services for Customer under the applicable Order.

(iii) Urbis will configure and manage relationships with Third Party LLM providers so that Customer Data is not used to train their general-purpose foundation models, and will only transmit Customer Data to such providers as required to provide the Urbis Platform. Any such transmissions will exclude Customer Data to the extent necessary to ensure compliance with the de-identification and non-training commitments set out in this Agreement and the Data Processing Addendum.

(c) Internal Data Processing and Model Improvement. Customer understands and agrees that:
(i) Urbis may use Customer Data to operate, maintain, and improve the Urbis Platform, including internal model refinement, feature calibration, and performance optimization.

(ii) Where Customer Data is used for any cross customer model improvement or analytics, Urbis will use aggregation or de identification techniques so that such use does not identify Customer or its Users. 

All internal model refinement or tuning performed by Urbis using Customer Data will occur only in de-identified form, consistent with the Urbis Data Processing Addendum.

(d) Usage Data and Derived Data. Urbis may collect technical and analytical data about Customer and User interactions with the Urbis Platform ("Usage Data"), including feature usage, timing, performance metrics, errors, and similar information. Usage Data and any Derived Data are owned by Urbis and may be used to improve the Urbis Platform and develop new products and features, provided that they do not identify Customer, any User, or any specific property, tenant, or transaction of Customer or reasonably permit reverse engineering to do so.

4.2 Data Ownership

(a) As between the Parties, Customer owns all right, title, and interest in and to Customer Data and Output. 

(b) Urbis will treat Customer Data as Customer Confidential Information under Section 7. 

(c) Customer grants to Urbis a non exclusive, royalty free, worldwide license to host, copy, transmit, process, and display Customer Data as necessary to provide the Urbis Platform and services under this Agreement and any Order, and to create Derived Data as set out in this Agreement. 

(d) Urbis owns all right, title, and interest in and to the Urbis Platform, Usage Data, and Derived Data.

4.3 Urbis Data Security and Subprocessors

(a) Urbis will maintain industry standard administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. 

(b) Urbis maintains a security overview document available on request, which may describe Urbis security controls, and data handling practices. 

(c) Urbis may engage subprocessors to process Customer Data on its behalf. A current list of subprocessors and their processing activities will be made available upon request. Urbis will ensure that any such subprocessors are bound by written agreements that impose data protection obligations not materially less protective than those set out in this Agreement. 

(d) Urbis may disclose Customer Data if required to do so by law or by a governmental or regulatory authority, provided it gives Customer prompt notice of any such requirement (unless legally prohibited) and reasonably cooperates with Customer, at Customer expense, in any effort to seek protective measures. 

(e) Customer authorizes Urbis to process and store Customer Data, which may include Personal Data, in Canada and the United States. Urbis does not transfer Customer Data to any other jurisdiction except where Customer expressly agrees in writing or where required to do so by applicable law and subject to appropriate safeguards. Urbis will provide advance notice to Customer before adding any additional processing regions.

4.4 Personal Data, Controller and Processor Roles, and Privacy Policy

(a) As between the Parties, with respect to Personal Data contained in Customer Data, Customer is the data controller or business (or the equivalent under applicable Privacy/Security Laws), and Urbis acts as Customer data processor or service provider. 

(b) Urbis collects and uses certain Personal Data about Customer Users and other individuals, such as contact information and login credentials, as necessary to administer accounts, operate the Urbis Platform, and conduct its business. 

(c) Urbis management of such Personal Data in its capacity as a controller is further described in its privacy policy available at https://www.urbis.ai/privacy-policy (the "Privacy Policy"). The Privacy Policy forms part of the overall legal framework between the Parties, but does not override or replace this Agreement with respect to the processing of Customer Data under Section 4.1. 

(d) To the extent required under applicable Privacy/Security Laws, the Urbis Data Processing Addendum available at

https://www.urbis.ai/dpa (the "DPA") is incorporated into and forms part of this Agreement and will govern Urbis processing of Personal Data on behalf of Customer. In the event of conflict between this Agreement and the DPA with respect to Personal Data processing by Urbis as a processor, the DPA will prevail. 

(e) Urbis does not sell Personal Data. Urbis may share Personal Data with service providers and subprocessors, and may transfer Personal Data across borders, as described in this Agreement and the Privacy Policy, in order to operate and improve the Urbis Platform and to support its business operations. 

(f) In the event of any conflict between this Agreement and the Privacy Policy with respect to the processing of Customer Data in connection with the provision of the Urbis Platform to Customer, this Agreement will govern.

4.5 Sensitive Personal Data

The Urbis Platform is not intended to be used to store or process Sensitive Personal Data, other than limited business contact details (such as names, business titles, business email addresses, and business phone numbers) that may appear in commercial leases or related CRE documents.

Customer will not intentionally upload or submit Sensitive Personal Data to the Urbis Platform, except to the limited extent described above. Urbis has no obligation to monitor Customer Data for Sensitive Personal Data, and Urbis will not be liable for any Sensitive Personal Data that Customer or its Users submit in violation of this Section 4.5, except to the extent required by applicable law.

Customer remains responsible for providing any notices to, and obtaining any consents or permissions from, data subjects that are required under applicable Privacy/Security Laws in connection with the inclusion of Personal Data in Customer Data and the processing of such Personal Data by Urbis under this Agreement.

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5. Customer Responsibilities and Restrictions

5.1 Acceptable Use

Customer will not, and will ensure its Users do not: 

(a) use the Urbis Platform for any illegal purpose or in violation of any applicable law or regulation; 

(b) use the Urbis Platform to provide a service bureau or time sharing service, or otherwise allow third parties to exploit the Urbis Platform, except as expressly permitted in this Agreement; 

(c) share Urbis Platform log in credentials with any other person or permit multiple individuals to impersonate a single User; 

(d) attempt to circumvent or disable any security or access control feature of the Urbis Platform; 

(e) access the Urbis Platform in order to build a competing product or service, or to copy ideas, features, functions, or graphics of the Urbis Platform; 

(f) engage in web scraping, screen scraping, or data scraping on or related to the Urbis Platform by any automated means, including bots or crawlers, except through Urbis documented APIs; 

(g) access the Urbis Platform for the purpose of monitoring its availability, performance, or functionality, or for any benchmarking or competitive analysis, except with Urbis prior written consent; or 

(h) attempt to circumvent contractually agreed usage limits, including limits on numbers of Users, properties, portfolios, or other metrics stated in an Order.

Urbis may suspend Customer access to the Urbis Platform without prior notice if Urbis reasonably believes that Customer or a User has violated this Section 5.1, in addition to any other remedies available at law or in equity.

5.2 Unauthorized Access

Customer is responsible for maintaining the confidentiality of its account credentials and for any use of the Urbis Platform under its account, whether authorized or unauthorized. Customer will promptly notify Urbis of any actual or suspected unauthorized access or security breach relating to its accounts.

5.3 Compliance with Laws

In its use of the Urbis Platform, Customer will comply with all applicable laws and regulations, including Privacy/Security Laws and any commercial real estate, financial, or data protection regulations applicable to its operations.

5.4 Professional Responsibility and Ouput

Customer acknowledges that Urbis does not provide legal, financial, tax, valuation, engineering, or compliance advice. Customer remains solely responsible for obtaining appropriate professional advice and for ensuring that all use of Output is reviewed, interpreted, and applied by appropriately qualified professionals as appropriate for Customer use case. Urbis expressly disclaims liability for decisions made or actions taken or not taken based on Output.

5.5 Customer Rights and Consents; Tenant and Third Party CRE Data

Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to provide Customer Data to Urbis and to authorize Urbis to use, disclose, and process Customer Data as contemplated in this Agreement.

Without limiting the foregoing, Customer acknowledges that Customer Data may include Personal Data relating to tenants, guarantors, occupants, and other individuals identified in leases or related documents. Customer is responsible for ensuring that it has all rights, notices, and consents required under applicable law to disclose such Personal Data to Urbis for processing in accordance with this Agreement and the Privacy Policy.

Customer further confirms that it has and will maintain throughout the Term all necessary rights, licenses, and permissions to upload and process through the Urbis Platform any third party reports, data products, or content relating to properties, tenants, or markets, including without limitation any: 

(a) broker or agent marketing materials, offering memoranda, or rent rolls; 

(b) third party data products such as market analytics, comparables, or listings; and 

(c) environmental, engineering, zoning, or other technical reports.

Customer will not upload any such content where doing so would violate a confidentiality obligation, license restriction, or other third party right.

5.6 Marketing and Promotion

Unless Customer notifies Urbis in writing that it does not consent, Customer permits Urbis to use Customer name and logo in Urbis marketing and promotional materials, including on the Urbis website, in presentations, and in customer lists. This Section 5.6 relates to use of Customer as an organization in Urbis marketing. It does not limit any individual User right to opt out of marketing communications under the Privacy Policy.

5.7 AI Features and AI Outputs Usage Restrictions

Customer and its Users will use AI Features and AI Outputs in compliance with this Agreement and applicable law. Without limiting the generality of the foregoing, Customer will not, and will ensure that its Users do not: 

(a) use AI Features or AI Outputs to develop, train, or improve any machine learning models or other artificial intelligence systems that are not operated by or for Urbis; 

(b) represent any AI Output as having been reviewed, approved, or authored by Urbis or its personnel; 

(c) represent any AI Output as a wholly human generated work without appropriate human review and editing, especially in contexts where such misrepresentation would be misleading or in breach of applicable law or professional standards; 

(d) use AI Features or AI Outputs in any way that is discriminatory, harassing, harmful, abusive, deceptive, or unethical, or that otherwise infringes or violates the rights of any person; or 

(e) use AI Features or AI Outputs in any context where applicable law or professional standards require human authorship or human review that Customer does not provide.

Customer is solely responsible for determining whether and how to use AI Outputs for its internal analysis, reporting, or communications, and for ensuring that such use complies with applicable law and industry standards.

6. IP and Feedback

6.1 IP Rights to the Urbis Platform

(a) Urbis retains all right, title, and interest in and to the Urbis Platform, Documentation, Usage Data, Derived Data, and all associated intellectual property rights. 

(b) This Agreement does not grant Customer any intellectual property rights in or to the Urbis Platform or any of its components, except for the limited rights of access and use expressly set out in this Agreement.

6.2 Feedback

If Customer or any User provides feedback, suggestions, or ideas about the Urbis Platform ("Feedback"), Customer acknowledges that Urbis may use such Feedback without restriction, without any obligation to Customer, and without any attribution or compensation. Feedback will not be considered Customer Confidential Information.

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7. Confidential Information

7.1 Definition

"Confidential Information" means any non public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient") in connection with this Agreement that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, business plans, product roadmaps, financial information, security information, and technical details of the Urbis Platform.

Confidential Information does not include information that: 

(a) is or becomes publicly known without breach of any obligation owed to the Discloser; 

(b) was known to the Recipient prior to its disclosure by the Discloser; 

(d) is independently developed by the Recipient without use of or reference to the Discloser Confidential Information.

7.2 Obligations

Recipient will use Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement, will protect Confidential Information using at least reasonable care, and will not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know such information and are bound by obligations of confidentiality no less protective than those in this Agreement.

7.3 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives Discloser prompt notice (unless legally prohibited) and reasonable assistance, at Discloser expense, in seeking protective measures.

7.4 Return or Destruction

Upon Discloser written request or upon termination of this Agreement, Recipient will return or destroy Discloser Confidential Information in its possession or control, except that Recipient may retain copies as required by law or for backup and archival purposes, subject to ongoing confidentiality obligations.

7.5 Equitable Relief

Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and that Discloser is entitled to seek injunctive or other equitable relief without the need to post bond.

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8. Representations and Warranties; Disclaimers

8.1 Urbis Representations

Urbis represents and warrants that it has the right to grant the rights granted to Customer under this Agreement and that the Urbis Platform, when used by Customer in accordance with this Agreement, will not knowingly infringe the intellectual property rights of any third party in Canada or the United States.

8.2 Customer Representations

Customer represents and warrants that:

(a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) it has obtained all consents and rights necessary to provide Customer Data to Urbis; and (c) it will use the Urbis Platform in compliance with this Agreement and applicable laws.

8.3 Disclaimers

Except as expressly stated in this Agreement:

(a) THE URBIS PLATFORM, OUTPUT, INCLUDING AI OUTPUTS, DOCUMENTATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." URBIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. 

(b) URBIS DOES NOT WARRANT THAT THE URBIS PLATFORM OR OUTPUT WILL BE ERROR FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. 

(c) URBIS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT OR ANY RESULTS OBTAINED THROUGH USE OF THE URBIS PLATFORM. CUSTOMER IS RESPONSIBLE FOR VALIDATING OUTPUT AND FOR ALL DECISIONS MADE USING THE URBIS PLATFORM. 

(d) URBIS DOES NOT PROVIDE LEGAL, FINANCIAL, TAX, VALUATION, ENGINEERING, REAL ESTATE APPRAISAL, BROKERAGE, OR INVESTMENT ADVISORY SERVICES, OR COMPLIANCE ADVICE. ANY USE OF OUTPUT FOR SUCH PURPOSES IS AT CUSTOMER SOLE RISK AND RESPONSIBILITY.

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9. Indemnification

9.1 Indemnification by Urbis

Urbis will defend Customer against any third party claim alleging that Customer authorized use of the Urbis Platform directly infringes a registered patent, copyright, or trademark in Canada or the United States (an "IP Claim") and will pay damages and costs awarded against Customer in a final judgment, or agreed in settlement by Urbis, arising from such IP Claim. Urbis will have no obligation under this Section to the extent an IP Claim arises from: 

(a) use of the Urbis Platform in violation of this Agreement; 

(b) modification of the Urbis Platform by anyone other than Urbis; or 

(c) combination of the Urbis Platform with products, services, or data not provided by Urbis.

If an IP Claim arises, Urbis may, at its option: 

(i) procure the right for Customer to continue using the Urbis Platform; 

(ii) modify or replace the Urbis Platform to make it non infringing; or 

(iii) terminate this Agreement with respect to the affected services and refund any prepaid, unused Subscription Fees for the remainder of the then current term. This Section 9.1 states Customer exclusive remedy and Urbis entire liability for IP Claims.

9.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Urbis and its officers, directors, employees, and agents from and against any third party claims, damages, liabilities, and costs arising out of: 

(a) Customer Data or Customer use of the Urbis Platform in violation of this Agreement or applicable law; or 

(b) any allegation that Customer Data, including any leases, reports, third party data products, or other CRE content uploaded by or for Customer, infringes or misappropriates any third party intellectual property or privacy right or breaches any confidentiality or license obligation.

9.3 Indemnification Procedure

The indemnified Party will:
 
(a) promptly notify the indemnifying Party of any claim; 

(b) permit the indemnifying Party to control the defense and settlement of the claim; and 

(c) provide reasonable cooperation at the indemnifying Party expense.

The indemnifying Party may not settle any claim that imposes a non monetary obligation on the indemnified Party without the indemnified Party prior written consent, not to be unreasonably withheld.

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10. Limitation of Liability

10.1 Limitation

To the maximum extent permitted by law, in no event will either Party total aggregate liability arising out of or related to this Agreement exceed the total Subscription Fees actually paid by Customer to Urbis under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, or data, even if advised of the possibility of such damages, and even if a remedy fails of its essential purpose.

10.3 Scope

The limitations in this Section 10 apply to all causes of action, whether in contract, tort, strict liability, or otherwise, and will apply even if a Party has been advised of the possibility of such damages.

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11. Term and Termination

11.1 Term; Auto Renewal

Unless otherwise stated in an Order: 

(a) The initial subscription term will begin on the Order effective date and continue for the period specified in the Order (the "Initial Term"). 

(b) Upon expiry of the Initial Term, the subscription will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term"), unless either Party gives the other Party written notice of non renewal at least ninety (90) days prior to the end of the then current term. 

(c) Urbis may increase Subscription Fees for any Renewal Term by providing at least sixty (60) days prior written notice. If Urbis provides notice of a fee increase less than ninety (90) days before the end of the current term, Customer may deliver a non renewal notice within thirty (30) days of receiving such notice, and such notice will be effective notwithstanding the ninety (90) day requirement in Section 11.1(b).

11.2 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party: 

(a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach; or 

(b) becomes insolvent, enters bankruptcy, or is the subject of any similar proceeding.

11.3 Effect of Termination

Upon expiration or termination of this Agreement: 

(a) all rights granted to Customer under this Agreement will immediately cease; 

(b) Customer will promptly stop using the Urbis Platform; and 

(c) subject to Section 7 and any applicable data retention obligations, Urbis will delete or anonymize Customer Data in accordance with its standard data retention and deletion practices or as otherwise agreed in writing.

11.4 Survival

Sections 3 (Fees and Payment), 4 (Data, Security, and Privacy) as applicable, 5 (Customer Responsibilities and Restrictions), 6 (IP and Feedback), 7 (Confidential Information), 8.3 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11.3 (Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement.

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12. Beta Features

From time to time, Urbis may make certain features or functionality of the Urbis Platform available to Customer on a pre release, pilot, or beta basis ("Beta Features").

Unless otherwise stated in an Order: 

(a) Beta Features are provided for evaluation only and may be changed, suspended, or discontinued at any time without notice. 

(b) Beta Features are provided "as is" without any warranty or support commitments, and Urbis liability arising out of or relating to

Beta Features is limited to one thousand Canadian dollars (CAD 1,000) in aggregate. 

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13. Miscellaneous

13.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.

13.2 Notices. All notices under this Agreement must be in writing. Notices to Urbis shall be sent to 87 Allan Street, Oakville, Ontario L6J 3M7 or to such other address as Urbis may provide. Notices to Customer shall be sent to the contact details set out in the applicable Order. Notices will be deemed given when delivered personally, sent by recognized overnight courier, or sent by email with confirmation of delivery.

13.3 Force Majeure. Neither Party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbances, labor disputes, failure of third party networks or services, or government actions, provided that the affected Party uses reasonable efforts to mitigate the impact.

13.4 Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Urbis prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement. Any prohibited assignment is void. Urbis may assign this Agreement without Customer consent.

13.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be replaced by a valid provision that most closely reflects the Parties original intent.

13.6 No Waiver. Failure by either Party to enforce any right under this Agreement will not constitute a waiver of that right.

13.7 Governing Law and Jurisdiction. This Agreement and any disputes arising out of or relating to it will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for all disputes arising out of or relating to this Agreement.

13.8 Entire Agreement. This Agreement, together with all Orders that reference it, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written, relating to the same subject matter.

13.9 Order of Precedence. In the event of a conflict between the terms of this Agreement and the terms of any Order, the Order will govern with respect to the subject matter of that Order, unless the Order expressly states otherwise.
13.10 Online Amendments and Privacy Policy Changes. 
(a) Urbis may update these Terms of Service from time to time by posting a revised version at https://www.urbis.ai/terms-of-service and, where required by law or where changes are material, by providing notice to Customer through the Urbis Platform or by email. Unless a later effective date is stated, the updated Terms of Service will take effect thirty (30) days after posting. Customer continued use of the Urbis Platform after the effective date of any updated Terms of Service constitutes Customer acceptance of the updated terms. 
(b) Urbis may update the Privacy Policy from time to time as described in the Privacy Policy itself. Customer use of the Urbis Platform after the effective date of an updated Privacy Policy constitutes acceptance of the updated Privacy Policy. 
(c) If Customer does not agree to any updated Terms of Service, Customer may provide notice of non renewal in accordance with Section 11.1 and discontinue use of the Urbis Platform at the end of the then current Term.
13.11 No Third Party Beneficiaries. This Agreement is for the exclusive benefit of the Parties and does not create any rights in any third party.