Terms of Service.

1. Introduction and Acceptance of These Terms

These Terms of Service (the "Terms") are a legally binding agreement between you and Capresta Corporation, a corporation incorporated under the Canada Business Corporations Act and registered in the Province of Ontario ("Capresta", "we", "us", or "our"). These Terms govern your access to and use of the Capresta platform, including the website located at capresta.ca, the application located at app.capresta.ca, the Capresta mobile applications for iOS and Android, and any related tools, features, content, and services we make available (collectively, the "Platform").

By accessing or using any part of the Platform, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Platform.

If you are using the Platform on behalf of a company, brokerage, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

2. Definitions

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

• "Realtor" means a licensed real estate agent, broker, or brokerage that uses the Platform to request, book, or manage pre-listing preparation services.
• "Vendor" means an independent service provider that has been onboarded to the Platform to offer and perform pre-listing preparation services, such as cleaning, photography, handyman work, painting, landscaping, carpet cleaning, window cleaning, junk removal, or pressure washing.
• "Services" means any work performed by a Vendor that is requested and coordinated through the Platform.
• "Booking" means a confirmed request for Services placed through the Platform.
• "User" means any Realtor, Vendor, visitor, or other person who accesses or uses the Platform in any capacity.
• "User Content" means any information, text, images, reviews, feedback, or other material that a User submits to or transmits through the Platform.

3. Eligibility

The Platform is intended for business and professional use. To use the Platform you must: (a) be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract; (b) not be barred from using the Platform under the laws of Canada or any other applicable jurisdiction; and (c) if registering as a Realtor or Vendor, hold and maintain all licences, registrations, insurance, and credentials required to lawfully perform your role, including, where applicable, registration under the Trust in Real Estate Services Act, 2002 (Ontario) or equivalent legislation, and, for Vendors, applicable WSIB coverage and commercial general liability insurance.

4. Role-Specific Agreements and Order of Precedence

These Terms apply to all Users of the Platform. In addition to these Terms, certain Users are subject to role-specific agreements:

• Realtors are also bound by the Capresta Realtor Terms of Service, which govern Bookings, pricing, cancellations, and Realtor-specific obligations.
• Vendors are also bound by the Capresta Master Vendor Services Agreement, which governs Vendor onboarding, compliance, insurance, performance standards, payouts, and Vendor-specific obligations.

If there is any conflict or inconsistency between these Terms and an applicable role-specific agreement, the role-specific agreement will prevail to the extent of the conflict for that User. These Terms continue to apply to all matters not addressed in a role-specific agreement.

5. The Platform and Capresta's Role

Capresta operates a listing infrastructure platform that connects Realtors with independent, vetted Vendors for pre-listing preparation services. Capresta's role is to provide the technology, coordination, scheduling, quality standards, and payment infrastructure that enable Realtors and Vendors to transact.

You acknowledge and agree that: (a) Vendors are independent contractors and are not employees, agents, partners, or joint venturers of Capresta; (b) Capresta does not itself perform the Services and does not supervise, direct, or control a Vendor's work; (c) Capresta quotes and invoices the Realtor a single bundled price for the coordinated work, agreed before any Vendor is dispatched, and separately engages the Vendors who perform it; and (d) Capresta is not a party to any independent arrangement made between a Realtor and a Vendor outside the Platform, and any such off-platform arrangement is at the participants' own risk and may violate applicable role-specific agreements.

Capresta may add, modify, or discontinue features of the Platform, service categories, or coverage areas at any time. Capresta currently operates primarily in the Greater Toronto Area and may expand to or withdraw from other markets at its discretion.

6. Accounts, Registration, and Security

To access certain features of the Platform you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. You must notify us immediately at the contact address in Section 25 if you suspect any unauthorized access to or use of your account.

Capresta may refuse registration, reclaim usernames, or suspend or terminate accounts that violate these Terms, present a risk to the Platform or other Users, or provide false or misleading information. You may not sell, transfer, or share your account with any other person without our prior written consent.

7. Pricing and Payments

Capresta quotes one bundled price per property, covering the coordinated work in full, and that price is agreed before anything is booked. If the scope changes after work has started, the revised price is submitted for approval before the additional work proceeds. Applicable taxes, including HST/GST, are added where required by law.

Payments are processed by third-party payment processors, including Stripe. By making or receiving payments through the Platform, you agree to be bound by the applicable payment processor's terms of service. Capresta does not store full payment card numbers on its own systems. You authorize Capresta and its payment processors to charge your selected payment method for all amounts owing in connection with your Bookings, including the agreed price and applicable taxes.

Specific terms relating to invoicing, payout timing, cancellations, rescheduling, refunds, and disputes over completed work are set out in the applicable role-specific agreements. Except as required by law or expressly stated in those agreements, all amounts paid are non-refundable.

8. Bookings and Service Fulfillment

When a Realtor places a Booking, Capresta coordinates the assignment of an appropriate Vendor, scheduling, and fulfillment tracking through the Platform. Estimated timelines, including any committed listing-readiness dates, are targets based on the information provided and reasonable scheduling assumptions; they may be affected by property access, weather, scope changes, or other circumstances. Users agree to cooperate in good faith, provide safe and lawful access to properties, disclose material conditions affecting the work, and communicate through the Platform so that job records remain accurate.

9. Artificial Intelligence Features

The Platform includes AI-powered features, including the Scout assistant, which can provide market information, summaries, and insights drawn from public data sources, and other AI-assisted tools. AI-generated output may contain errors, omissions, or outdated information, and is provided for general informational purposes only. AI output does not constitute professional, legal, financial, appraisal, or real estate advice, is not a substitute for your own professional judgment, and must not be presented to clients or third parties as a formal valuation or opinion of value. You are solely responsible for verifying AI output before relying on it or sharing it. Capresta disclaims all liability arising from reliance on AI-generated content to the maximum extent permitted by law.

10. Acceptable Use

You agree not to, and not to permit or assist any third party to:

• use the Platform for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation, including real estate licensing rules and consumer protection laws;
• circumvent the Platform, including soliciting or accepting off-platform payment for Services that originated through the Platform;
• scrape, harvest, or collect data from the Platform, or use robots, spiders, or other automated means to access the Platform, except as expressly permitted by us in writing;
• reverse engineer, decompile, or attempt to extract the source code of the Platform, or probe, scan, or test the vulnerability of our systems without authorization;
• upload viruses, malware, or other harmful code, or interfere with the integrity, performance, or availability of the Platform;
• impersonate any person or entity, misrepresent your credentials, licensing, insurance status, or affiliation, or create accounts using false information;
• post or transmit User Content that is defamatory, harassing, discriminatory, obscene, or that infringes the rights of any third party;
• use the Platform to send unsolicited commercial electronic messages in violation of Canada's Anti-Spam Legislation (CASL); or
• use AI features to generate content that violates these Terms or applicable law, or attempt to manipulate, jailbreak, or misuse AI features.

We may investigate suspected violations and may remove content, suspend or terminate accounts, and cooperate with law enforcement where appropriate.

11. User Content and Feedback

You retain ownership of your User Content. By submitting User Content to the Platform, you grant Capresta a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to host, store, reproduce, display, adapt, and use that User Content for the purposes of operating, improving, marketing, and providing the Platform. You represent and warrant that you own or have all necessary rights to your User Content and that it does not violate any law or infringe the rights of any third party, including privacy rights of individuals appearing in photographs of properties.

If you provide suggestions, ideas, or feedback about the Platform, you agree that we may use them without restriction or compensation to you.

12. Intellectual Property

The Platform, including its software, design, text, graphics, logos, trademarks (including "Capresta"), data compilations, and all related intellectual property, is owned by Capresta Corporation or its licensors and is protected by Canadian and international intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose. No rights are granted to you other than as expressly set out in these Terms. You may not use the Capresta name, logo, or branding without our prior written consent.

13. Privacy and Data Protection

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available on the Platform, and is conducted in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable Canadian privacy laws. By using the Platform, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy. Users who submit personal information about other individuals (for example, property occupants or clients) represent that they have the authority and any necessary consents to do so.

14. Electronic Communications

You consent to receive communications from us electronically, including by email, SMS, in-app notifications, and push notifications, for transactional and operational purposes such as Booking confirmations, scheduling updates, receipts, and security notices. Where we send commercial electronic messages, we do so in compliance with CASL, and you may withdraw your consent to marketing communications at any time using the unsubscribe mechanism provided or by contacting us. Electronic communications, acceptances, and signatures on the Platform satisfy any legal requirement that a communication or agreement be in writing.

15. Third-Party Services and Links

The Platform integrates with and may link to third-party services, including payment processors, mapping and data providers, and communication tools. Third-party services are governed by their own terms and privacy policies, and Capresta is not responsible for their content, availability, or practices. Your use of third-party services is at your own risk.

16. Mobile Applications

If you download the Capresta mobile application from the Apple App Store or Google Play, your use of the application is also subject to the applicable app marketplace terms. Apple Inc. and Google LLC are not parties to these Terms, have no obligation to provide support or maintenance for the application, and are not responsible for addressing any claims relating to the application. Standard mobile carrier data rates may apply to your use of the application.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CAPRESTA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY INFORMATION, INCLUDING AI-GENERATED OUTPUT AND MARKET DATA, IS ACCURATE, COMPLETE, OR CURRENT.

While Capresta applies vetting and compliance standards to Vendors on the Platform, Capresta does not guarantee the quality, safety, legality, or timeliness of Services performed by Vendors, and makes no warranty regarding outcomes of any Booking beyond what is expressly stated in the applicable role-specific agreements. Nothing in these Terms excludes any warranty, condition, or right that cannot be excluded under applicable law, including the Consumer Protection Act, 2002 (Ontario) where it applies.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) CAPRESTA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) CAPRESTA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (i) THE TOTAL SERVICE FEES PAID BY YOU TO CAPRESTA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (ii) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. The limitations in this Section apply to the fullest extent permitted by law and survive termination of these Terms.

19. Indemnification

You agree to indemnify, defend, and hold harmless Capresta and its directors, officers, employees, contractors, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use or misuse of the Platform; (b) your User Content; (c) your breach of these Terms or any applicable role-specific agreement; (d) your violation of any law or the rights of any third party; or (e) in the case of Realtors and Vendors, the performance or receipt of Services, except to the extent caused by Capresta's own negligence or willful misconduct.

20. Suspension and Termination

You may stop using the Platform and close your account at any time. We may suspend or terminate your access to all or part of the Platform, with or without notice, if we reasonably believe you have violated these Terms or an applicable role-specific agreement, if your use presents a risk to Capresta, other Users, or third parties, or if required by law. Upon termination: (a) your licence to use the Platform ends immediately; (b) outstanding payment obligations survive; and (c) Sections that by their nature should survive (including Sections 11, 12, 17, 18, 19, 21, and 24) will survive.

21. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them or the Platform are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Before commencing any formal proceeding, you agree to first contact us and attempt in good faith to resolve the dispute informally for a period of at least thirty (30) days. If the dispute is not resolved informally, it will be submitted to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, and each party irrevocably attorns to the jurisdiction of those courts. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction, or limits any non-waivable rights you may have under applicable consumer protection legislation. To the extent permitted by law, each party waives any right to a trial by jury and agrees that disputes will be resolved on an individual basis and not as part of any class or representative proceeding.

22. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by email, in-app notification, or a prominent notice on the Platform, before the changes take effect. The "Last Updated" date at the top of these Terms indicates when they were most recently revised. Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform.

23. Accessibility

Capresta is committed to providing a platform that is accessible to persons with disabilities, consistent with the Accessibility for Ontarians with Disabilities Act, 2005 (AODA) and applicable accessibility standards. If you encounter an accessibility barrier on the Platform, please contact us using the details in Section 25 and we will work to provide the information or service in an accessible manner.

24. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy and any applicable role-specific agreements, constitute the entire agreement between you and Capresta regarding the Platform and supersede all prior agreements and understandings on that subject.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force and effect.
• No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later. Any waiver must be in writing to be effective.
• Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, financing, or sale of assets.
• Force Majeure. Capresta is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, labour disputes, internet or utility failures, acts of government, or third-party service outages.
• Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and Capresta.
• Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

25. Contact Us

If you have questions about these Terms or the Platform, please contact: