This Terms of Service Agreement (this "Agreement") is a binding contract between you ("Customer", "you", or "your") and Makaan Inc. ("Makaan", "we", or "us"). This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.

2. “Acceptable Use Policy” has the meaning set forth in Section 3(a).

3. "Aggregated Statistics" has the meaning set forth in Section 2(e).

4. "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

5. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

6. "Documentation" means Makaan's user manuals, handbooks, and guides relating to the Services provided by Makaan to Customer either electronically or in hard copy form.

7. "Makaan IP" means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Makaan IP includes Aggregated Statistics and any information, data, or other content derived from Makaan's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

8. “Landlord” means a person who uses the Makaan IP to rent and manage real estate.

9. "Services" means the services provided by Makaan under this Agreement that are detailed on Makaan's website available at [URLmymakaan.ca]. While the Services help facilitate a landlord and tenant relationship, the Services do not include the renting of real property to tenants.

10. “Tenant” means a person who uses the Makaan IP to search for and find real estate to rent from a Landlord and who communicates with a Landlord through the Makaan IP.

11. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

12. Tenant Acknowledgements. If you are a Tenant, the following applies to you:

13. You acknowledge and agree that any rental or tenancy relationship exists between you and a third party Landlord, not with Makaan. The Services solely to help Landlords and Tenants facilitate communications in the landlord and tenant relationship. Makaan makes no representations or warranties with respect to the suitability of any prospective property or Landlord and you hereby waive any claim against Makaan for the acts or omissions of any Landlord. The relationship between you and any Landlord from whom you may rent is governed by the local laws of the jurisdiction where you are renting.

14. Landlord Acknowledgments. If you are a Landlord, the following applies to you:

15. You acknowledge and agree that you are responsible for compliance with all local laws and statutes with respect to residential tenancies and rental of real estate in the jurisdictions in which you use the Service. The relationship between you and any Tenant that you may rent to is governed by the local laws of the jurisdiction in which the property is located.

16. Access and Use.

17. Location of Services. You acknowledge and agree that Makaan’s servers and Customer Data may be located on servers located inside or outside of Canada, including in nations that may have different laws than Canada. The Services are not intended for use outside of Canada or in the province of Quebec. You represent and warrant that you are a resident of Canada and that you are not a resident of Quebec. You agree not to use the Service outside of Canada or in the province of Quebec.

18. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Makaan hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your personal use or internal business operations by Authorized Users in accordance with the terms and conditions herein. Makaan shall provide you the necessary passwords and access credentials to allow you to access the Services.

19. Documentation LicenceLicense. Subject to the terms and conditions contained in this Agreement, Makaan hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

20. Downloadable Software. Use of the Services may require or include use of downloadable software. Makaan grants you a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software we provide as part of the Services. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 3(e).

21. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule, including applicable privacy legislation.

22. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Makaan may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Makaan in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Makaan and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Makaan. You acknowledge that Makaan may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Makaan may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

23. Reservation of Rights. Makaan reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenceslicenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Makaan IP.

24. Suspension. Notwithstanding anything to the contrary in this Agreement, Makaan may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Makaan reasonably determines that (A) there is a threat or attack on any of the Makaan IP; (B) Customer's or any other Authorized User's use of the Makaan IP disrupts or poses a security risk to the Makaan IP or to any other customer or vendor of Makaan; (C) Customer or any other Authorized User is using the Makaan IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Makaan's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Makaan has suspended or terminated Makaan's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Makaan shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Makaan shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Makaan will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

25. Customer Responsibilities.

26. Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Makaan's acceptable use policy ("Acceptable Use Policy") located at [URL], mymakaan.ca as may be amended from time to time. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted in the Acceptable Use Policy from time to time.

27. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

28. Customer Data. You hereby grant to Makaan a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Makaan to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licencelicense to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

29. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

30. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

31. Service Levels. Subject to the terms and conditions of this Agreement, Makaan shall use commercially reasonable efforts to make the Services available in accordance with the service levels described in this Section 4 ("Service Levels") as follows:

32. Makaan shall take commercially reasonable steps to ensure that the Services are available 90% of the time, as determined on a minute-by-minute basis for the total number of minutes in a calendar month (the “Uptime Level”);

33. The Service level shall not take into account and Makaan shall not be liable for any internet infrastructure between you and Makaan’s servers, or for any Third-Party Products;

34. In the event that the Service Level falls below the Uptime Level in any calendar month, you shall be credited a non-refundable account credit towards your next due monthly Fees, calculated by pro-rating the Fees you actually paid during the calendar month on a straight-line basis for the actual Service Level during the given month; and

35. The remedies set out in this Section 4 shall be your sole remedy with respect to the Service Levels.

36. Fees and Payment. If you are a Landlord, you shall pay Makaan the fees as described on [URL]mymakaan.ca ("Fees") within thirty (30) days from the invoice date without set-off or deduction. All amounts payable under this Agreement are in Canadian dollars and are due on or before the due date if invoiced. If you fail to make any payment when due, without limiting Makaan's other rights and remedies: (i) Makaan may charge interest on the past due amount at the rate of 12% per annum or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Makaan for all costs incurred by Makaan in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Makaan may suspend, in accordance with Section 2(g), your and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

37. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Makaan's income.

38. Confidential Information. From time to time during the Term, Makaan, and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire 5 years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

39. Privacy Policy. Makaan complies with its privacy policy available at [URL]mymakaan.ca ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

40. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and the Makaan IP and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

41. Limited Warranty and Warranty Disclaimer.

42. Customer Warranty; General. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with the Acceptable Use Policy. You warrant that all information that you provide to and through the Services is true and correct.

43. Landlord’s Warranty. If you are a Landlord, you warrant (i) that you are in full compliance with all local laws and statutes with respect to residential tenancy, and throughout the term of this agreement you continue to comply with all local laws and statutes; (ii) that you are the owner or the authorized representative of any property that you may list through the Services or offer to rent to Tenants and in the event of a change of authorization or ownership of any property that you have listed through the service, you shall forthwith notify us of such change.

44. THE SERVICES ARE PROVIDED "AS IS" AND MAKAAN SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MAKAAN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MAKAAN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, MAKAAN EXPRESSLY DISCLAIMS ANY WARRANTY THAT A TENANT IS A SUITABLE TENANT, THAT A LANDLORD IS A SUITABLE LANDLORD, THAT ANY PROPERTY IS SUITABLE FOR RENT, AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTY WHATSOEVER WITH RESPECT TO ANY OTHER THING POSTED OR LISTED BY A THIRD PARTY TO OR THROUGH THE SERVICE.

45. Indemnification.

46. Makaan Indemnification.

47. Makaan shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights, provided that Customer promptly notifies Makaan in writing of the Third-Party Claim, cooperates with Makaan, and allows Makaan sole authority to control the defence and settlement of such Third-Party Claim.

48. If such a Third-Party Claim is made or Makaan reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Makaan, at Makaan's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Makaan determines that neither alternative is reasonably available, Makaan may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 13(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

49. This Section 11(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.

50. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Makaan's option, defend Makaan and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on Customer's or any Authorized User's negligence or wilful misconduct or use of the Services in a manner not authorized by this Agreement; (iii) any breach of Customer’s warranties under sections 12(a) or 12(b); and (iv) any willful act or omission of Customer; provided that Customer may not settle any Third-Party Claim against Makaan unless Makaan consents to such settlement, and further provided that Makaan will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. For the absence of doubt, a Third-Party Claim includes a claim brought by another customer of Makaans who is a Tenant or a Landlord relating to or arising from an act or omission of Customer.

51. LIMITATIONS OF LIABILITY. IN NO EVENT WILL MAKAAN BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MAKAAN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MAKAAN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MAKAAN UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

52. Term and Termination.

53. Term. The term of this Agreement begins on the date Makaan notifies Customer it can access the Services and continues until terminated.

54. Termination. In addition to any other express termination right set forth in this Agreement:

55. either party may terminate this Agreement, for any reason upon 30 days' advance notice.

56. either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or

57. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

58. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Makaan IP. No termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

59. Survival. This Section 13(d), Sections 5, 11, and 12 and any other right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

60. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email communication at your last email address on file with us for your account. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Makaan will provide 30 days’ advance notice of changes to any service level that Makaan reasonably anticipates may result in a material reduction in quality or services.

61. Dispute Resolution. If any dispute or controversy arises between you and Makaan relating to or arising from this Agreement or the relationship between you and Makaan (a “Dispute”), the Dispute will be resolved in accordance with this Section 15.

YOU AND MAKAAN HEREBY EXPRESSLY WAIVE THE RIGHT TO ANY TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU AND MAKAAN EACH AGREE THAT CLAIMS WILL ONLY BE BROUGHT IN YOUR AND MAKAAN’S INDIVIDUAL CAPACITIES AND NEITHER OF YOU NOR MAKAAN WILL BRING A CLAIM AS A PART OF A CLASS, WHETHER AS LEAD PLAINTIFF, MEMBER, REPRESENTATIVE, OR OTHERWISE.

1. Negotiation. Before resorting to arbitration, each of you and Makaan will attempt to resolve the Dispute through negotiation, which negotiation may be conducted electronically or virtually. The complaining party (the “Complainant”) will first provide the other party (the “Respondent”) with a written notice of the dispute (a “Notice of Dispute”). The Notice of Dispute will include (i) the full legal name and contact information of the Complainant, (ii) describe the nature and basis of the claim or dispute in detail, and (iii) set out the specific relief that the Complainant is seeking. If Makaan is the Complainant, Makaan will send any Notice of Dispute to your billing address or contact address on file and to the last email address that you provided to Makaan. If you are the complainant, you will send the Notice of Dispute to the address of our headquarters, which can be found on our website at mymakaan.ca [URL], prepaid, by registered mail or nationally recognized courier, with proof of receipt requested. The effective date of the Notice of Dispute will be the day that Makaan receives it, if sent to Makaan, or the day that Makaan sends it by email if sent to you.

2. Binding Arbitration. If you and Makaan are unable to come to a negotiated agreement within 30 days of the effective date of the Notice of Dispute, the Dispute will be finally and conclusively resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada. The seat of arbitration will be Waterloo, Ontario, Canada and the arbitration may be conducted virtually at the request of either party. The language of the arbitration will be English. The arbitrator will be selected in accordance with the Arbitration Rules, and will be a former judge of Ontario or a senior lawyer licensed to practice law in Ontario and experienced in commercial disputes. There will be no appeal from the decision of an arbitrator except on a question of law. Costs of the arbitrator shall be determined by the arbitrator consistently with costs practice in the Superior Court of Justice in Ontario. To the maximum extent permitted by law, each arbitration shall be individually between two parties at a time, and no arbitrations shall be combined so as to form a class arbitration.

3. Enforceability/Law. Any question that must be put to a court pertaining to a Dispute shall be put to the courts of Ontario located in Waterloo, Ontario. If this Section 15 is found to be unenforceable in whole or in part, then the exclusive jurisdiction and venue provisions of Sections 16 and 17 shall govern. Any party may obtain an order reflecting a decision or order of the arbitrator in any court of competent jurisdiction.

4. Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

5. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, that are not resolved in accordance with Section 15 shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

6. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at [URL]mymakaan.ca and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.