These Terms and Conditions (the “Terms”) apply to the All-in-One Realtor Website + Content Solution and any related proposal, package selection, statement of work, invoice, payment link, intake form, or written order (each an “Order”).

The contracting and billing company is The YYCompany Umbrella Inc., operating as Canada Real Estate Websites and Umbrella AI (the “Company” or “Lead Contractor”). The Company may engage The Social Nest Inc., an Alberta corporation, as the disclosed photography and video production subcontractor (the “Content Partner”). Together, the Company, the Content Partner, and their approved subcontractors are referred to as the “Service Team” where the context requires.

By signing an Order, completing an electronic acceptance, or paying an invoice, the purchaser (the “Client”) agrees to these Terms. A person accepting on behalf of a business confirms that they have authority to bind that business.

1. CONTRACT DOCUMENTS AND PRIORITY

1.1 The Client’s purchase is governed by:

• the signed Client Services Agreement and its selected package or Statement of Work;

• these Terms;

• any approved written change order; and

• the applicable invoice or payment schedule.

1.2 If the documents conflict, the signed Client Services Agreement or Statement of Work controls for the specific project, followed by these Terms, an approved change order, and then the invoice. Website copy, advertisements, sales discussions, and proposals are descriptive only and do not expand the signed scope.

1.3 Only the package expressly selected in the Client Services Agreement applies. Deliverables shown under another tier are not included.

2. SERVICE STRUCTURE

2.1 The Company is the Client’s primary contracting party, issues the Client invoice, collects payment, and coordinates the overall engagement.

2.2 The Company is responsible for the website, MLS/IDX, CRM, integrations, automations, analytics, technical launch, and paid-media work expressly included in the selected package.

2.3 The Content Partner is responsible only for the photography, video planning, production, editing, and media delivery expressly included in the selected package. The Client authorizes the Company to engage and share necessary project information with the Content Partner and other approved subcontractors.

2.4 Payment to the Company satisfies the Client’s payment obligation for the bundled services. The Client will not be asked to pay the Content Partner separately unless a separate service is ordered directly from the Content Partner in writing.

3. CLIENT INFORMATION, ACCESS, AND APPROVALS

3.1 The Client will provide complete and accurate contact information, business and brokerage details, licence or registration information, service areas, brand assets, headshots, website copy, domain access, account access, MLS/IDX authorizations, calendar access, advertising access, and other materials reasonably required for the selected package.

3.2 The Client is responsible for obtaining all permissions, licences, releases, and approvals required from its brokerage, real estate board, property owners, participants, employees, models, vendors, and other third parties.

3.3 The Client remains responsible for the truthfulness, accuracy, substantiation, legality, and professional compliance of all information, listings, claims, statistics, testimonials, offers, disclosures, and instructions it supplies or approves.

3.4 The Service Team may rely on the Client’s written approvals. A delay or error caused by missing, late, incomplete, or inaccurate Client information is not a breach by the Service Team and may extend the schedule or require a change order.

3.5 The Client will identify one authorized decision-maker and provide consolidated feedback. Conflicting instructions from multiple Client representatives may pause work until the Client confirms a single direction.

4. START OF WORK AND TIMELINES

4.1 Work begins only after the Service Team has received the signed Client Services Agreement, the required deposit, the completed intake information, and the access and materials needed for the applicable first stage.

4.2 A first website preview may be targeted within five (5) to eight (8) business days after all required website inputs and access are received. This is a target, not a guaranteed launch date. MLS/IDX approvals, domain transfers, third-party reviews, Client delays, scope changes, technical issues, and events outside reasonable control may extend the timeline.

4.3 Photography and video timelines run from the completed production session and receipt of all required approvals and materials. Unless the Order states otherwise, edited media will normally be delivered within fourteen (14) business days after production.

4.4 Final website launch timing depends on the selected package, Client feedback, MLS/IDX authorization, third-party integrations, receipt of approved media, and final payment.

5. FEES, TAXES, AND PAYMENT

5.1 All fees are stated in Canadian dollars and exclude applicable GST/HST unless the Order expressly states otherwise.

5.2 Unless a different schedule is written in the Order:

• fifty percent (50%) of the package price, plus applicable tax, is due when the Client signs the Agreement; and

• the remaining fifty percent (50%), plus applicable tax, is due on or before the scheduled photography or filming day. For a package with no production session, the balance is due before final website handoff.

5.3 A date is not reserved and work is not authorized to begin until the signed Agreement and deposit have been received.

5.4 The Company may pause discovery, production, technical work, access, launch, revisions, or delivery while an invoice is overdue. Payment deadlines are not postponed because the Client has not reviewed, downloaded, published, or used completed work.

5.5 The Company will issue invoices showing the applicable tax treatment. The Client must provide an accurate billing address and other information required to determine the applicable GST/HST rate.

6. THIRD-PARTY SERVICES AND ONGOING COSTS

6.1 The packages are one-time implementation and production services unless the Order expressly includes recurring work.

6.2 Domain renewals, website hosting, server costs, MLS/IDX data-feed fees, CRM or GoHighLevel subscriptions, phone numbers, SMS, email usage, calendar or integration services, advertising-platform charges, premium applications, and other third-party fees are not included in the one-time package price unless listed in the Order.

6.3 The Client must approve recurring charges before activation and is responsible for keeping required third-party accounts and payment methods active. Third-party prices and terms may change without the Service Team’s control.

6.4 Third-party products are governed by the applicable provider’s terms. The Service Team is not responsible for a third party’s outage, refusal, policy change, suspension, data-feed limitation, price change, or discontinued feature, but will use reasonable efforts to identify a practical alternative where possible.

7. REVISIONS, REVIEW, AND ACCEPTANCE

7.1 The number of included revision rounds is stated in the selected package. A revision means a reasonable adjustment to work already completed within the approved concept and scope.

7.2 A revision does not include a new page, feature, integration, automation, campaign, location, filming session, script direction, concept, full re-edit, or replacement of previously approved work.

7.3 Feedback must be delivered in one consolidated written list within seven (7) calendar days after the applicable delivery. If no material issue is reported within that period, the delivered stage is deemed accepted.

7.4 A material issue means that a deliverable does not substantially match the selected package or approved written direction. New preferences or requests are not material issues and may be quoted separately.

7.5 Late, piecemeal, contradictory, or out-of-scope revisions may result in additional fees and revised timelines. No additional work will be performed without written approval of the change.

8. PRODUCTION SESSIONS, LOCATIONS, AND RESCHEDULING

8.1 The Client will provide final location, access, participant, wardrobe, product, property, and filming details no later than seventy-two (72) hours before production unless otherwise agreed.

8.2 The Client is responsible for location permissions, participant releases, parking, permits, property readiness, safety, pets, occupants, and any undisclosed restrictions. Studio rental, paid locations, actors, models, makeup, travel outside the included area, permits, parking, and special access fees are additional unless expressly included.

8.3 With at least seven (7) calendar days’ written notice, the Client may transfer the production booking once to a mutually available date. A cancellation or rescheduling request made with less notice may result in loss of the deposit and reasonable rescheduling costs.

8.4 If the Client is late, unavailable, unprepared, or cannot provide access, the Service Team may adapt or reduce the planned production to the time and conditions remaining. This does not create a right to a free reshoot or refund.

8.5 The Service Team may pause or reschedule unsafe, unlawful, or materially impractical production. Weather-dependent exterior work may be adjusted or rescheduled in good faith.

9. CANCELLATION, REFUNDS, AND CHARGEBACKS

9.1 The deposit becomes non-refundable once discovery, planning, design, configuration, scheduling, scripting, or other project work begins, except where required by law.

9.2 If the Client cancels after the production session or after substantial website implementation has been completed, the remaining package balance becomes due for work performed and committed project capacity, up to the total contract price.

9.3 If the Company cancels and the Service Team cannot reasonably reschedule or complete the affected services, the Company will refund amounts paid for services that were not performed or committed to third parties.

9.4 Before starting a payment dispute or chargeback, the Client will provide written notice of the issue and a reasonable opportunity to resolve it. The Company may suspend access and delivery while a payment dispute is investigated.

9.5 Approved refunds will be returned to the original payment method where practical, less non-refundable third-party charges and media spend already deployed. This clause does not limit any non-waivable legal right.

10. MLS/IDX, BROKERAGE, AND REAL ESTATE COMPLIANCE

10.1 Any MLS/IDX feature is subject to the Client’s eligibility, brokerage and board approval, regional data availability, third-party vendor requirements, and ongoing data-feed fees.

10.2 The Client is responsible for its local real estate board rules, brokerage policies, advertising standards, listing permissions, required disclosures, professional licensing obligations, and final review of all real estate content.

10.3 The Service Team provides technical, creative, and marketing implementation services only. It does not provide legal, regulatory, real estate, financial, tax, or brokerage-compliance advice.

10.4 If MLS/IDX approval is denied or delayed for reasons outside the Service Team’s control, the parties will reasonably adjust the implementation. The denial or delay does not make completed design, configuration, or production work refundable.

11. CRM, AUTOMATIONS, COMMUNICATIONS, AND CLIENT DATA

11.1 The Client retains ownership of its lead and customer data. The Service Team may access and process that data only as reasonably required to configure, test, support, and deliver the selected services.

11.2 The Client is responsible for having a lawful basis and all required consents to collect, import, use, disclose, and contact leads or customers, including through email, SMS, automated workflows, tracking technologies, and remarketing tools.

11.3 The Client is responsible for approving message content, sender identification, consent language, unsubscribe mechanisms, suppression lists, retention instructions, and professional or brokerage disclosures required for its communications.

11.4 The Client will not provide sensitive personal information that is unnecessary for the project. Each party will use reasonable administrative, technical, and physical safeguards and will promptly notify the others of a suspected privacy or security incident affecting shared project data.

11.5 Account credentials remain under the Client’s control. Role-based or partner access should be used where available. The Client is responsible for two-factor authentication, account recovery, and revoking access when no longer required.

12. PAID MEDIA AND ADVERTISING

12.1 Where paid-media setup is included, the Client will provide and maintain a compliant Meta Business Manager, advertising account, payment method, page access, domain access, and any required verification.

12.2 The Client approves the final advertising claims, offer, audience restrictions, disclaimers, landing-page content, and creative before launch. The Service Team may rely on the Client’s approval.

12.3 The Tier 3 package includes a $1,000 CAD media-spend allocation for the initial approved campaign. This amount is reserved for advertising-platform spend and is not a professional service fee. Once deployed to an advertising platform, spent or committed amounts are non-refundable. Any unused portion will be returned to the Client or applied only as the Client directs in writing.

12.4 Unless the Order states otherwise, Tier 3 includes initial campaign setup and fourteen (14) calendar days of post-launch campaign support. Ongoing media spend, campaign management, additional creative, and later optimization are separate services.

12.5 Advertising platforms control approvals, delivery, account restrictions, auction costs, and performance. No specific lead volume, cost per lead, revenue, appointment volume, or return on advertising spend is guaranteed.

13. INTELLECTUAL PROPERTY AND DELIVERABLE RIGHTS

13.1 The Client retains ownership of its pre-existing trademarks, logos, copy, account data, listings, and other materials supplied to the Service Team. The Client grants the Service Team a limited licence to use those materials to perform the Order.

13.2 After full payment, the Client owns the final approved photographs, final edited videos, and client-specific written copy created solely for the Client under the Order. Raw footage, unedited photographs, unused concepts, editable project files, editing timelines, working files, source files, and production methods are not included.

13.3 The Company and its licensors retain ownership of pre-existing and reusable website frameworks, code, templates, software, integrations, workflow logic, libraries, methods, know-how, and technical tools. After full payment, the Client receives a perpetual, non-exclusive licence to use those elements only as incorporated into the delivered website and system for the Client’s own business.

13.4 Third-party software, fonts, stock assets, plugins, MLS/IDX services, CRM tools, and platform features remain subject to their own licences and may require active subscriptions.

13.5 The Client may edit, crop, repurpose, publish, and provide final paid deliverables to employees and service providers working on the Client’s behalf. The Client may not resell the deliverables as standalone assets, extract and resell system templates or code, sublicense third-party tools, or represent the Service Team’s reusable methods as its own.

13.6 Unless the Client opts out in writing before production or identifies a confidentiality restriction, the Service Team may display publicly released, non-confidential final deliverables and screenshots in portfolios, websites, proposals, advertising, social channels, case studies, and award submissions. No private lead data or account credentials may be shown.

14. THIRD-PARTY AND CLIENT-SUPPLIED MATERIALS

14.1 The Client warrants that it has the rights and permissions required for all logos, photographs, footage, music, testimonials, listings, claims, copy, data, and other materials it provides.

14.2 Licensed stock, music, fonts, templates, and other third-party assets may be used subject to their licences. The Client may use them only as part of the completed deliverable and may not extract or redistribute them separately unless the licence permits.

14.3 The Service Team is not responsible for platform muting, removal, rejection, or restriction caused by later policy or licensing changes outside its control.

15. CONFIDENTIALITY

15.1 Each party will protect the other party’s non-public business, technical, financial, client, pricing, strategy, account, and project information using reasonable care and will use it only for the engagement.

15.2 Confidentiality does not apply to information that is public through no breach, lawfully known without restriction, independently developed, lawfully received from another source, or required to be disclosed by law.

15.3 These obligations continue after completion or termination of the project.

16. NO GUARANTEED RESULTS AND LIMITED WARRANTIES

16.1 The Service Team will perform the services with reasonable skill and care and will substantially follow the signed scope.

16.2 Creative preferences are subjective. Except for the express commitments in the signed Agreement, the services and third-party systems are provided on an “as available” basis to the maximum extent permitted by law.

16.3 The Service Team does not guarantee search ranking, site traffic, platform approval, leads, lead quality, conversion, appointments, sales, commissions, revenue, engagement, views, business growth, or uninterrupted third-party availability.

17. LIMITATION OF LIABILITY AND INDEMNITY

17.1 To the maximum extent permitted by law, neither the Company, the Content Partner, nor the Client is liable to another party for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost opportunities, lost commissions, reputational harm, or loss caused by a third-party platform.

17.2 The aggregate liability of the Company, the Content Partner, and their approved subcontractors arising from an Order will not exceed the fees actually paid by the Client under that Order, excluding the media-spend allocation and third-party pass-through charges.

17.3 The limitations above do not apply to fraud, wilful misconduct, gross negligence, unpaid fees, or liability that cannot lawfully be limited.

17.4 The Client will indemnify the Company, the Content Partner, and their directors, employees, and approved subcontractors against third-party claims, regulatory penalties, and reasonable costs arising from Client-supplied materials or data, unlawful or inaccurate Client instructions, missing consent or permissions, the Client’s professional services, or the Client’s publication or use of deliverables contrary to the Agreement, except to the extent caused by the indemnified party’s gross negligence or wilful misconduct.

18. SUSPENSION AND TERMINATION

18.1 The Company may suspend work or access if the Client does not pay, does not provide required access or approvals, creates a security or legal risk, or materially breaches the Agreement.

18.2 For a curable material breach, the non-breaching party will provide written notice and a reasonable opportunity to cure. Immediate suspension or termination is permitted for fraud, unlawful activity, misuse of systems, serious privacy or security risk, abuse, or a breach that cannot reasonably be cured.

18.3 On termination, the Client will pay for completed work, committed project capacity, approved expenses, and non-cancellable third-party charges. Subject to payment, the Service Team will provide completed deliverables that are usable in their then-current state.

18.4 Provisions concerning payment, intellectual property, confidentiality, data, liability, indemnity, and dispute resolution survive termination.

19. FORCE MAJEURE

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including illness, emergency, severe weather, natural disaster, government action, utility or internet failure, cyber incident not caused by a failure to use reasonable safeguards, transportation disruption, location closure, equipment failure despite reasonable care, or third-party platform outage. The affected party will communicate promptly and the schedule will be reasonably adjusted.

20. ELECTRONIC COMMUNICATIONS AND SIGNATURES

20.1 The parties may approve scopes, revisions, schedules, and routine project decisions by email or another written project channel.

20.2 Electronic signatures, electronic acceptance, payment following access to the Agreement, and signed counterparts are intended to be legally binding to the extent permitted by applicable law.

20.3 A notice of termination, material breach, legal claim, or privacy incident must be clearly identified and sent to the notice contact listed in the Client Services Agreement.

21. GENERAL TERMS

21.1 These Terms and the signed Order contain the entire agreement for the purchased services and replace prior discussions on the same subject.

21.2 A change to price, scope, ownership, liability, or another material term must be agreed in writing by authorized representatives. Changes to online Terms do not apply retroactively to an already signed Order unless both parties agree.

21.3 The Client may not assign the Agreement without the Company’s written consent, except as part of a bona fide sale of substantially all of the Client’s business. The Company may use approved subcontractors but remains responsible for coordinating the contracted scope.

21.4 If a provision is unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will continue.

21.5 A waiver on one occasion is not a continuing waiver.

21.6 The Agreement is governed by the laws of Alberta and the federal laws of Canada applicable in Alberta. The parties will first attempt to resolve a dispute through good-faith written discussion. If unresolved, the courts located in Calgary, Alberta will have exclusive jurisdiction, subject to any non-waivable law.

22. CONTACT

Lead Contractor

The YYCompany Umbrella Inc.

Operating as Canada Real Estate Websites and Umbrella AI

1212 1 Street SE, Calgary, Alberta T2G 2H8

admin@umbrellaai.ca

(587) 989-5955

Content Partner

The Social Nest Inc.

1103 Copperfield Blvd SE, Calgary, Alberta T2Z 5G8

Contact email: christinasvitlychna@gmail.com

Version effective: the date these Terms are first provided to, or accepted by, the Client in connection with the applicable Order.