Welcome to Bruno, a Canadian B2B SaaS platform for real estate professionals. These Terms and Conditions ("Terms") govern your access to and use of the Bruno platform, including any content, features, and services we provide (collectively, the "Service"). By registering an account or using Bruno, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

If you are using Bruno on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity as well as yourself as an individual. You should read these Terms carefully and ensure you understand and accept them before using Bruno.

Bruno is a software platform that enables real estate professionals (such as realtors and property managers) to curate and share service provider recommendations with their clients. Bruno itself does not provide any real estate, contracting, or home services, and does not process payments for any services. The Service facilitates information sharing and communication, but any actual services (e.g. repairs, inspections) are carried out by third-party service providers outside of Bruno. Bruno operates only in Canada, and the Service is intended for use by professionals within Canada.

You acknowledge that Bruno's role is limited to providing a platform to organize and convey information. Bruno is not a party to any agreements or transactions between you (or your clients) and the service providers you recommend. Bruno does not guarantee the availability, suitability, or quality of any third-party services.

To use Bruno, you must create a user account with accurate, up-to-date information. You agree to provide your real name, valid contact information, and any other required details truthfully. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must notify Bruno immediately of any unauthorized use of your account or any other breach of security. Bruno will not be liable for any loss or damage arising from your failure to keep your account secure.

This platform is intended for use by adults in a professional capacity. You must be the age of majority in your province/territory (or at least 18 years old) to register. You may not share your account with anyone else or allow others to access the Service using your credentials. If you are an employee or agent of a company, you must have permission from your employer to use the Service in that capacity. Bruno reserves the right to suspend or terminate accounts that provide false information, violate these Terms, or for other security and legal reasons.

By using Bruno, you agree to use the platform only for its intended purposes and in compliance with all applicable laws and regulations. You are solely responsible for all content and information that you input, upload, or share on Bruno, including recommendations, client data, and communications. As a condition of use, you agree NOT to:

• Violate Laws or Rights: You will not use Bruno in any way that violates any law or regulation, including privacy laws, anti-spam laws, and intellectual property laws. You will not infringe or misappropriate the rights of Bruno or any third party (such as by posting content to which you have no rights).
• Post Prohibited Content: You will not upload or share any content that is unlawful, defamatory, harassing, obscene, abusive, or otherwise objectionable. This includes any content that is fraudulent or misleading, or that could harm a person's reputation or privacy.
• Misuse the Platform: You will not use Bruno for any unauthorized purpose or in a way that could damage, disable, or overburden our infrastructure. This means you will not attempt to hack, disrupt, gain unauthorized access to, or impair the normal operation of Bruno (e.g. through introducing viruses, bots, or malicious code).
• Reverse Engineer or Copy: You will not attempt to reverse engineer, decompile, or extract the source code of any part of Bruno. You also agree not to copy, distribute, or create derivative works from our software or content except as explicitly allowed by these Terms or with our written permission.
• Resell or Abuse the Service: You will not resell, rent, or lease the Service to third parties. You will not use Bruno to create a competing platform or to harvest data (e.g. scraping other users' information) without authorization.
• Breach Security or Privacy: You will not circumvent or test the vulnerability of any Bruno security measures. If you happen to access data or areas of the platform that you shouldn't (for example, due to a bug), you agree to stop and notify Bruno immediately. You also agree to respect the privacy of others – for example, only input personal information about someone if you have the legal right and their consent to do so (see next section).

Bruno reserves the right to monitor and remove any content that violates these rules or is otherwise objectionable, and to suspend or terminate accounts engaged in prohibited activities. You are responsible for any legal consequences (including costs, losses, or claims) that result from your breach of these Terms.

Because Bruno allows you to manage information about your clients and recommended service providers, you may upload or enter personal information about individuals (such as your clients' names, contact details, and service needs). You represent and warrant that you have all necessary rights and consents to provide any personal information of third parties to Bruno. In particular, if you are entering a client's personal data, you must have that client's consent (or another lawful basis) to share their information with Bruno for the purposes of using the Service. You agree to comply with all applicable privacy laws (including Canada's Personal Information Protection and Electronic Documents Act, PIPEDA) when using Bruno.

Any personal data you input into Bruno will be handled in accordance with our Privacy Policy (see below). You should ensure that your usage of Bruno and sharing of client information is consistent with your own privacy notices or agreements with your clients. Bruno acts as a custodial service for the information you store on our platform, and we will implement reasonable safeguards to protect it, but you remain responsible for the accuracy, quality, and legality of the personal data you provide. If a client withdraws consent for you to use their data, you should promptly remove their information from Bruno and cease using it with the Service.

Bruno's platform may include profiles, information, or contact details for third-party service providers (e.g. contractors, inspectors, movers) that you or other users choose to recommend. Bruno does not endorse, verify, or guarantee any service providers listed or recommended through the platform. Service providers cannot pay Bruno for advertising or increased visibility on the platform – any appearance or ranking of providers is based solely on user input and preferences, not on any paid promotion. Bruno remains a neutral intermediary.

Any interactions, dealings, or contracts between you (or your clients) and a service provider are strictly between those parties. Bruno is not responsible for, and will not be liable for, the conduct, performance, availability, or quality of work of any service provider that a user recommends or a client hires. Bruno does not supervise or control the service providers and does not provide warranties or assurances about them. It is your responsibility, as well as your client's, to perform due diligence before hiring a service provider.

Bruno does not collect or handle payments on behalf of service providers, and no financial transactions occur on the Bruno platform. Any payments for third-party services are arranged outside Bruno, directly between the client and the service provider (or through whatever channels they use). Bruno will not mediate disputes arising between a client and a service provider, or between a user and a service provider. However, we encourage users to report to Bruno any provider profiles or content that may be false or that violate our rules, so we can investigate and take appropriate action on the platform if needed.

Third-Party Links and Tools: Bruno may contain links to external websites or integrations with third-party tools (for example, mapping services or communication plugins). These are provided for convenience, and Bruno is not responsible for the content, privacy, or security of those external services. If you click a third-party link, you do so at your own risk, and your use of external sites or services will be governed by their own terms and policies.

All rights, title, and interest in and to the Bruno platform and Service, including the software, architecture, design, logos, trademarks, and all related intellectual property, are owned by Bruno or its licensors. Bruno grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own professional business purposes (specifically, for managing and sharing service recommendations in connection with your real estate or property management activities), in accordance with these Terms. You do not acquire any ownership of the Bruno platform or its content by using the Service or by downloading material from it. You agree not to remove or obscure any copyright, trademark, or other proprietary notices on the platform.

User Content: As part of using Bruno, you may submit or upload content such as written recommendations, notes, reviews, ratings, client information, or other data ("User Content"). You retain any ownership and intellectual property rights that you hold in the User Content. However, by providing User Content on the platform, you grant Bruno a worldwide, royalty-free, sub-licensable, transferable license to use, host, reproduce, modify (for technical purposes, e.g. formatting), display, and distribute your User Content as necessary to provide the Service. This license is solely for the purpose of operating, developing, and improving the Service and enabling you to share the content at your direction (for example, showing your recommendations to your intended client). Bruno will not use your User Content for any other purpose without your consent.

You represent that you have the rights to all content that you upload or input, and that no User Content will: (a) infringe any intellectual property or privacy rights of others, (b) contain personal information of others provided without consent, or (c) violate any law or these Terms. Bruno is not liable for User Content provided by you or any other user, and we do not pre-screen or systematically monitor User Content. However, we reserve the right to remove or disable access to any User Content that we determine (in our discretion) violates these Terms or could harm the platform or other users.

Feedback: If you provide Bruno with any suggestions, comments, or feedback about the Service, you agree that Bruno is free to use and implement such feedback in any manner, without obligation or compensation to you. Any improvements or modifications to the Service based on your feedback are owned by Bruno.

Your privacy is very important to us. Our collection, use, and disclosure of personal information through Bruno are detailed in our Privacy Policy (see the "Bruno Privacy Policy" section below). By using the Service, you agree that Bruno can collect and handle your personal data and your clients' personal data in accordance with our Privacy Policy and applicable law. In particular, Bruno will collect personal information that you provide (such as contact information and client details) and information about your use of the platform. We will use this information to operate and improve the Service, to communicate with you, and as otherwise described in the Privacy Policy. Bruno will protect personal data with appropriate security measures and will never sell your personal information or your clients' personal information to third parties.

If there is a data breach or other security incident affecting personal information, Bruno will follow applicable Canadian law (including PIPEDA) regarding notifications to users or authorities, as detailed in the Privacy Policy. You acknowledge that internet-based services carry inherent risks and that no system can be 100% secure; however, Bruno strives to use industry-standard practices to guard your data.

By providing Bruno with personal data (either yours or a third party's), you are consenting to its use and storage as explained in the Privacy Policy. If you or your clients wish to exercise any rights regarding personal information (such as access or deletion), please follow the procedures in the Privacy Policy or contact us as indicated. If you do not agree with our handling of personal data, your remedy is to stop using the Service.

Bruno is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Bruno disclaims all warranties, representations and conditions of any kind, whether express, implied, or statutory, with respect to the Service. This includes, but is not limited to: implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties that might arise from a course of dealing or usage of trade. Bruno does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

You acknowledge that use of the Bruno platform is at your own risk. While we aim for high availability and will try to assist with any issues, we make no guarantee that the Service will meet your specific requirements or expectations, or that any results obtained from using the Service (such as finding a suitable service provider or successfully managing client needs) will be accurate or reliable. Any material or data downloaded or otherwise obtained through Bruno is done at your own discretion, and you are solely responsible for any damage to your computer system or loss of data that results from use of the Service.

No advice or information, whether oral or written, obtained from Bruno or through the Service, shall create any warranty not expressly stated in these Terms. Bruno specifically disclaims any responsibility for actions or services of third parties (such as service providers recommended via the platform). We do not guarantee or warrant the quality of any third-party goods or services, and any issues or claims regarding those are between you/your client and the third party.

(Note: Some jurisdictions do not allow the exclusion of certain warranties. If such laws apply to you, some of the above exclusions may not apply to the extent prohibited by law.)

To the fullest extent permitted by applicable law, in no event will Bruno or its parent company, affiliates, officers, directors, employees, agents, or partners be liable to you or any third party for: any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising out of or in connection with your use of (or inability to use) the Service, or for any of your dealings with clients or third-party service providers. This exclusion of liability includes, without limitation, any loss of profits, loss of business or contracts, loss of data, business interruption, goodwill, or other intangible losses, even if we have been advised of the possibility of such damages.

Bruno's total cumulative liability arising from or in connection with these Terms or the Service (whether in contract, tort, negligence, strict liability or otherwise) shall not exceed the amount (if any) you have paid us to use the Service in the twelve (12) months preceding the claim, or CAD $100, whichever is greater. Since Bruno does not currently charge for the Service, in most cases this means Bruno's liability will be minimal or zero. These limitations apply even if any limited remedy fails of its essential purpose.

In particular, Bruno will not be liable for any damage or loss resulting from: your use of or reliance on any information or content obtained through the Service; any relationship between you (or your client) and a recommended service provider; any work performed (or not performed) by a service provider; unauthorized access to or alteration of your transmissions or data; or the acts or omissions of any other user or third party on the platform. Bruno is not liable for any user-generated content, including any errors or omissions in that content, or any harm that may result from your use of any content posted, emailed, or otherwise made available via Bruno.

Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. If, under applicable law, Bruno is found liable for any damage or loss which is not otherwise excluded, you agree that such liability shall be limited to the fullest extent permitted by law.

You agree to indemnify, defend and hold harmless Bruno, its parent company, affiliates, and their respective directors, officers, employees, and agents (collectively, "the Bruno Parties"), from and against any and all claims, demands, lawsuits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service: including any data or content you submit, post, or transmit through Bruno, and any interactions you have with other users, clients, or service providers via the platform.
• Your breach of these Terms: any violation of these Terms or of any representation or warranty you provide herein.
• Your violation of any law or rights: any violation of a third party's rights (including intellectual property, confidentiality, or privacy rights) or any violation of law or regulation by you or through your account. For example, if you upload content you have no right to, or if you fail to obtain consent from a client for use of their data and that leads to a claim, you will bear the responsibility.
• Claims related to third-party transactions: any disputes or claims brought by a client, service provider, or other third party against a Bruno Party arising from your interactions or contracts with that third party (for instance, if a client alleges that your recommendation via Bruno caused them harm, or a service provider alleges you defamed them in a review, etc.).

Bruno reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that case, you agree to cooperate with Bruno's defense of such claim. You must not settle any such claim or matter without the prior written consent of Bruno. Your indemnification obligations will survive any termination of your relationship with Bruno or use of the Service.

Termination by You: You may stop using Bruno at any time. If you wish to terminate your account, you can do so through the account settings (if available) or by contacting us at our support email. Terminating your account will remove your profile and you will no longer have access to the Service. Keep in mind that terminating your account does not automatically delete all data you have entered; see our Privacy Policy for details on data retention and deletion. If you simply stop using Bruno, we may eventually deactivate or delete your account after a period of inactivity in accordance with our policies.

Termination or Suspension by Bruno: We may suspend or terminate your access to Bruno (or any part of the Service) at any time, with or without cause, and with or without notice. Some examples of situations where Bruno might suspend/terminate include:

• Violations of Terms: If you breach any of these Terms or misuse the platform.
• Legal Requirement: If required by law enforcement or government order, or if your use is legally objectionable or potentially exposes Bruno to liability.
• Security or Technical Issues: If we detect a security threat, fraud, or other risk to the platform or users.
• Discontinuation: If Bruno ceases to operate or chooses to discontinue the Service (temporarily or permanently).

If we suspend your account for cause (e.g. violation of Terms), we may refuse to provide you any future access to the Service. If appropriate, we may give you notice of the suspension or termination (such as an email to your registered address), but we are not obligated to do so in every case (for instance, if we are complying with legal directives or if we deem it necessary to act immediately for safety reasons).

Upon termination of your account by you or by us, the following will occur: (a) Your license to use the Service will end immediately, and your access to your account will be disabled. (b) We will handle your stored data in accordance with our Privacy Policy (in general, we may retain your data for a period of time to support operational requirements, backups, or legal obligations, or delete it upon request when feasible). (c) Any accrued rights or obligations up to the termination date will remain in effect (for example, any indemnification commitments, outstanding payment obligations if any fees were due, or any liability limitations will survive).

Bruno shall not be liable to you or any third party for termination of your account or access to the Service under these Terms. If your account is terminated and you believe it was a mistake, you may contact us to request reinstatement, but Bruno is under no obligation to reinstate accounts that were properly terminated.

These Terms and your use of the Service are governed by the laws of Canada and the Province of Ontario, without regard to its conflict of laws principles. Specifically, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

In the event of any dispute, claim or controversy arising out of or relating to these Terms or the Bruno Service, the parties agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario. You and Bruno consent to venue and personal jurisdiction in Ontario, Canada, and waive any objections based on inconvenient forum or jurisdiction. Notwithstanding the foregoing, Bruno retains the right to seek injunctive or equitable relief in any jurisdiction to prevent unauthorized use or abuse of the Service or violation of intellectual property rights.

If you are accessing the Service from a jurisdiction outside of Canada, you do so on your own initiative and are responsible for compliance with any local laws. We make no representations that the Service is appropriate or available in locations outside Canada, and using it from jurisdictions where its content or operation is illegal is prohibited.

Bruno may modify or update these Terms from time to time. We will make reasonable efforts to notify you of material changes, for example by posting an updated version on our website or within the app, or by emailing the address associated with your account. Any changes will be effective when posted, unless a later effective date is specified. It is your responsibility to review these Terms periodically. If you continue to use Bruno after updated Terms have been posted, you will be deemed to have accepted the changes.

If you do not agree to a revision of the Terms, you should stop using the Service and, if applicable, cancel your account. For clarity, no unilateral change will retroactively modify any dispute between you and Bruno that arose prior to the date the revised Terms came into effect.

• Entire Agreement: These Terms (together with the Privacy Policy and any other agreements expressly incorporated by reference) constitute the entire agreement between you and Bruno concerning the Service. They replace any prior or contemporaneous understandings or agreements (whether oral or written) relating to the same subject matter.
• Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of the Terms will remain in full force and effect.
• No Waiver: Bruno's failure or delay to exercise or enforce any right or provision of these Terms shall not operate as a waiver of that right or provision. Any waiver of any provision by Bruno must be made in writing and signed by an authorized representative of Bruno.
• Assignment: You may not assign or transfer these Terms or any rights or obligations herein without Bruno's prior written consent. Any attempted assignment by you in violation of this provision is null and void. Bruno may assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, and you hereby consent to such assignment. These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.
• No Partnership: Nothing in these Terms shall be deemed to create an employer-employee relationship, partnership, joint venture, or fiduciary relationship between you and Bruno. You are an independent user of the platform, and there are no third-party beneficiaries to these Terms.
• Force Majeure: Bruno will not be liable for any failure or delay in performance of its obligations (such as providing access to the Service) if such failure results from causes beyond reasonable control, including but not limited to acts of God, fire, storms, pandemic, war, terrorism, labor disturbances, Internet outages, or governmental actions.

If you have any questions about these Terms or need to contact us for any reason, please reach out to Bruno at: support@mybruno.ca (or the appropriate support channel provided within the platform). For legal notices or service of process, you may contact us at our business address: Bruno Inc., 9328 15 Sideroad Milton, ON (Attn: MyBruno Team).