TERMS OF SERVICE

PAVE INSPECT TERMS OF SERVICE

Last updated: September 07, 2020

These PAVE Inspect terms of service (the “Terms of Service”) govern Customer’s access to and use of PAVE Inspect. These Terms of Service form a binding legal agreement between Discovery Loft Inc. (“Discovery Loft”, “us”, “we”, “our”) and Customer. The term “Customer” refers to the organization that you represent in agreeing to these Terms of Service. The “Parties” refer to Discovery Loft and Customer and “Party” refers to each of Discovery Loft and Customer.

BY USING PAVE INSPECT, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k), CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF PAVE INSPECT.

CUSTOMER REPRESENTS AND WARRANTS TO DISCOVERY LOFT THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING PAVE INSPECT ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO DISCOVERY LOFT THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF SERVICE.

These Terms of Service are entered into as of the date Customer first uses any part of PAVE Inspect (the “Effective Date”).

1. Definitions

(a) “Customer Data” means any data, information, content, records, and files that Customer or any of its Permitted Users load, transmit to or enter into PAVE Inspect on behalf of Customer, including but not limited to Personal Information.

(b) “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under these Terms of Service.

(c) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(d) “Order Form” means any online order that references these Terms of Service.

(e) “PAVE Inspect” means services through which Discovery Loft hosts and makes available the PAVE solution and any component thereof for the capture and inspection of vehicles that are described in an Order Form.

(f) “Personal Information” means any information relating to an identified or identifiable individual.

(g) “Website” means any websites used by Discovery Loft to provide PAVE Inspect, including the website located at https://paveinspect.com/

2. PAVE Inspect

(a) Provisioning of PAVE Inspect. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of these Terms of Service, Discovery Loft will make PAVE Inspect available to Customer on the terms and conditions set out in these Terms of Service during the Term. Customer is responsible for: (i) ensuring only Permitted Users access and use PAVE Inspect; and (ii) Permitted Users’ compliance with these Terms of Service.

(b) Restrictions on Use. Customer acknowledges and agrees that it is responsible for the compliance by all Permitted Users with these Terms of Service, and the activities of all Permitted Users on PAVE Inspect. Without limiting the generality of any of the foregoing, Customer will not itself, and will not permit others to:

(i) sub-license, sell, rent, lend, lease or distribute PAVE Inspect or any intellectual property rights therein or otherwise make PAVE Inspect available to others;

(ii) use PAVE Inspect to permit timesharing, service bureau use or commercially exploit PAVE Inspect;

(iii) use or access PAVE Inspect (A) in violation of any applicable law or intellectual property right, (B) in a manner that threatens the security or functionality of PAVE Inspect, or for any purpose or (C) in any manner not expressly permitted in these Terms of Service;

(iv) use PAVE Inspect to create, collect, transmit, store, use or process any Customer Data:

(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(B) that Customer does not have the lawful right to create, collect, transmit, store, use or process;

(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

(v) Modify PAVE Inspect;

(vi) reverse engineer, de-compile or disassemble PAVE Inspect;

(vii) remove or obscure any proprietary notices or labels on PAVE Inspect, including brand, copyright, trademark and patent or patent pending notices;

(viii) access or use PAVE Inspect for the purpose of building a similar or competitive product or service; or

(ix) perform any vulnerability, penetration or similar testing of PAVE Inspect.

(c) Suspension of Access; Scheduled Downtime; Modifications. Discovery Loft may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Service:

(i) suspend Customer’s access to or use of PAVE Inspect:

(A) for scheduled maintenance;

(B) due to a Force Majeure;

(C) if Discovery Loft believes in good faith that Customer or any Permitted User has violated any provision of these Terms of Service;

(D) to address any emergency security concerns; or

(E) if required to do so by a regulatory body or as a result of a change in applicable law; and

(ii) make any Modifications to PAVE Inspect.

(d) Subcontracting. Discovery Loft may engage third parties to provide PAVE Inspect.

3. Data; Intellectual Property

(a) Customer retains all of its rights, title and interest, including all intellectual property rights, in and to the Customer Data. Customer grants to Discovery Loft a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, store, collect, disclose, transmit, and otherwise use or process Customer Data during the Term to: (i) provide PAVE Inspect; (ii) improve and enhance PAVE Inspect and for other Discovery Loft offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Customer (such data, information and materials, the “Aggregated Data”). Discovery Loft may access, store, collect, disclose, transmit, and otherwise use or process Aggregated Data during and after the Term for any purpose and without restriction or obligation to Customer (including any Permitted User) of any kind.

(b) Discovery Loft or its licensors retain all ownership and intellectual property rights in and to: (i) the PAVE Inspect; (ii) anything developed or delivered by or on behalf of Discovery Loft under these Terms of Service; and (iii) any Modifications to the foregoing (i) and (ii).

(c) All rights not expressly granted by Discovery Loft to Customer under these Terms of Service are reserved.

4. Feedback

Customer agrees that any suggestion or idea provided by Customer (such as suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Service will restrict Discovery Loft’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to Customer.

5. Privacy

Each Party will comply with all applicable laws, when using, handling, disclosing, transferring, sharing, or processing, in any way and for any purpose, any Personal Information, including each Party’s employee and customer Personal Information. The Parties will provide reasonable assistance to each other in order to allow the Parties to comply with their respective obligations under privacy laws. Discovery Loft’s collection, use, storage, processing, disclosure, and deletion of Personal Information provided to Discovery Loft by Customer under these Terms of Service is governed by the privacy statement located at Click here to view, which may be updated by Discovery Loft from time to time.

6. Permitted Users

(a) Customer will ensure that all of Customer’s customers (each, an “End Customer”) to whom Customer provides services using PAVE Inspect (the “Customer Services”), as well as Customers’ employees, independent contractors, or other internal users (each, an “End User”, and together with End Customers, “Permitted Users”), are bound to Discovery Loft’s end user terms and conditions of use, which are available at Click here to view.

(b) Upon Customer’s request, Discovery Loft will issue one or more accounts (each, a “Customer User Account”) to Customer for use by Permitted Users. Customer will ensure that Permitted Users only use PAVE Inspect through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Discovery Loft reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.

7. Support

Customer will generally have access to Discovery Loft’s tier 2 technical support services (“Support Services”) via email at [e-mail]. In the event that Customer requires additional support services from Discovery Loft, such services will be specified and ordered separately in an Order Form. Notwithstanding anything to the contrary in these Terms of Service, Customer will provide all support to Permitted Users, and if any Permitted User contacts Discovery Loft for support, Discovery Loft will direct such Permitted User to Customer for support.

8. Fees and Payment

(a) Fees. Customer will pay to Discovery Loft the applicable fees described in the Order Form (the “Fees”) in accordance with the payment terms set out herein. Customer must abide by any relevant terms and conditions or other legal agreement that governs its use of any payment processing method made available by Discovery Loft. Discovery Loft may add or remove payment processing methods at its sole discretion. Customer is solely responsible for all amounts payable associated with purchases made through a Customer User Account.

(b) Suspension. Any suspension of PAVE Inspect by Discovery Loft pursuant to the terms of these Terms of Service will not excuse Customer from its obligation to make payments under these Terms of Service.

9. Confidential Information

(a) Definitions. For the purposes of these Terms of Service, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Service, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms of Service: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms of Service, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

(c) Exceptions to Confidentiality. Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Discovery Loft, to potential assignees, acquirers or successors of Discovery Loft if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Discovery Loft.

10. Warranty; Disclaimer; Indemnity

(a) Customer Warranty. Customer represents and warrants to, and covenants with Discovery Loft that Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to provide Discovery Loft with the Customer Data, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Discovery Loft and to or from all applicable third parties.

(b) GENERAL DISCLAIMER. DISCOVERY LOFT DOES NOT WARRANT THAT PAVE INSPECT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PAVE INSPECT. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE, PAVE INSPECT (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY DISCOVERY LOFT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. DISCOVERY LOFT DOES NOT EXCLUDE ITS LIABILITY (IF ANY) TO CUSTOMER FOR (I) PERSONAL INJURY OR DEATH RESULTING FROM ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR DISCOVERY LOFT TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISCOVERY LOFT HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR THAT PAVE INSPECT IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DISCOVERY LOFT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF PAVE INSPECT (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c) Indemnity. Customer will defend, indemnify and hold harmless Discovery Loft, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Permitted Users) claims (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under these Terms of Service; or (iii) use of PAVE Inspect (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with Discovery Loft in the defense of any claim defended by Customer pursuant to its indemnification obligations under these Terms of Service and will not settle any such claim without the prior written consent of Discovery Loft.

11. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a) AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF DISCOVERY LOFT IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR PAVE INSPECT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DISCOVERY LOFT’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF SERVICE.

(b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DISCOVERY LOFT BE LIABLE TO CUSTOMER OR ANY PERMITTED USER IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (I) SAVINGS, (II) PROFIT, (III) DATA, (IV) USE, OR (V) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF SERVICE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

12. Term and Termination

(a) Term. These Terms of Service are effective as of the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).

(b) Termination for Convenience. Either Party may terminate these Terms of Service at any time by providing at least 30 days’ advance written notice to the other Party.

(c) Termination for Cause. Either Party may, in addition to other relief, terminate these Terms of Service if the other Party commits a material breach of these Terms of Service and fails within 15 calendar days after receipt of notice of such breach to correct such material breach.

(d) Survival. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Section 3 (Data; Intellectual Property), Section 5 (Privacy), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(d) (Survival), and Section 13 (General Provisions).

13. General Provisions

(a) Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Discovery Loft, to the following address:

145 Front St E Suite 102, Toronto, ON M5A 1E3

Attention: Co-CEO

Email: [e-mail]

and (ii) if to Customer, to the current postal or email address that Discovery Loft has on file with respect to Customer. Discovery Loft may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Discovery Loft current at all times during the Term.

(b) Assignment. Customer will not assign these Terms of Service to any third party without Discovery Loft’s prior written consent. Discovery Loft may assign these Terms of Service or any rights under these Terms of Service to any third party without Customer’s consent. These Terms of Service will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

(c) No Third-Party Beneficiaries. The Parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms of Service upon any person other than the Parties and their respective successors and permitted assigns

(d) Governing Law and Attornment. These Terms of Service and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with these Terms of Service in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. This choice of jurisdiction does not prevent Discovery Loft from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(e) Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of PAVE Inspect.

(f) Construction. Except as otherwise provided in these Terms of Service, the Parties’ rights and remedies under these Terms of Service are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

(g) Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).

(h) Severability. Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.

(i) Waiver. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(j) Independent Contractors. Discovery Loft’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other Party.

(k) Entire Agreement. These Terms of Service constitute the entire agreement between the Parties with respect to the subject matter of these Terms of Service and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

(l) Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of these Terms of Service and, unless otherwise expressly specified in these Terms of Service, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, DISCOVERY LOFT MAY UNILATERALLY AMEND THESE TERMS OF SERVICE, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY DISCOVERY LOFT, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).

(m) English Language. It is the express wish of the Parties that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

PAVE INSPECT END USER TERMS

Last updated: September 07, 2020

The following end user terms (the “End User Terms”) govern your access to and use of the services we make available online at https://paveinspect.com/ (“PAVE Inspect”).

These End User Terms form an agreement between Discovery Loft Inc. (“Discovery Loft”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using PAVE Inspect (“use” or “using” in these End User Terms will mean any of the foregoing).

BY USING PAVE INSPECT, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH PAVE INSPECT IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE END USER TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU ARE USING PAVE INSPECT ON BEHALF OF ANOTHER PERSON, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE END USER TERMS.

These End User Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.

You are a permitted user of an organization or other third party that is a customer of Discovery Loft (“Customer”). Customer has separately entered into an agreement with us (the “Contract”) that permits Customer to access, and provide you with access to, PAVE Inspect.

1. Changes to these End User Terms and PAVE Inspect

(a) Except where prohibited by applicable law, we reserve the right to change these End User Terms at any time by posting a new version. Click here to view. It is your obligation to monitor PAVE Inspect for any such changes. Your continued access to or use of PAVE Inspect after any changes to these End User Terms indicates your acceptance of such changes. It is your responsibility to review these End User Terms regularly.

(b) We reserve the right to change PAVE Inspect at any time, without notice. We may, at our discretion, suspend your access to or use of PAVE Inspect or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these End User Terms; or (iii) to address any emergency security concerns.

2. User Data and Privacy

(a) You grant to us an nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, store, collect, disclose, transmit, and otherwise use or process any data, information, records or files that you load, transmit to or enter into, or that we collect from, PAVE Inspect (collectively, “User Data”): (i) provide PAVE Inspect; (ii) improve and enhance PAVE Inspect and for other Discovery Loft offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We may access, store, collect, disclose, transmit, and otherwise use or process Aggregated Data during and after the Term for any purpose and without restriction or obligation of any kind.

(b) Please review our current Privacy Policy, available at Click here to view , which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these End User Terms.

(c) You represent and warrant to us that you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws to provide us with the User Data, including Personal Information.

3. Ownership of PAVE Inspect

(a) All right, title and interest, including intellectual property rights, in PAVE Inspect and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Discovery Loft.

(b) PAVE Inspect and all materials provided by us hereunder are made available or licensed and not “sold” to you.

(c) All rights not expressly granted to you in these End User Terms are reserved by Discovery Loft.

4. Your Responsibilities

You agree to:

(a) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;

(b) use reasonable efforts to prevent unauthorized access to or use of PAVE Inspect; and

(c) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy and export control laws.

5. No Unlawful or Prohibited Use

You will not use PAVE Inspect in violation of these End User Terms or of any applicable law. You will not, without our prior written permission, use PAVE Inspect for any purpose other than to submit photos and vehicle information to enable vehicle inspection. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

(a) disable, overly burden, impair, or otherwise interfere with servers or networks connected to PAVE Inspect (e.g., a denial of service attack);

(b) attempt to gain unauthorized access to PAVE Inspect, or bypass any measures we may use to prevent or restrict access to PAVE Inspect;

(c) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on PAVE Inspect any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;

(d) use PAVE Inspect or any part thereof to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website or use any paid advertising platform to promote links that direct to the Discovery Loft domain or use the Discovery Loft trademark;

(e) use PAVE Inspect other than for the benefit of the Customer that has entered into an agreement to access PAVE Inspect and who has granted you a right of access;

(f) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile PAVE Inspect or any part thereof or otherwise attempt to discover any source code;

(g) use PAVE Inspect for the purpose of building a similar or competitive product or service; or

(h) authorize, permit, enable, induce or encourage any third party to do the above.

6. No Guarantee of Data Security

We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of PAVE Inspect.

7. Feedback

You agree that any suggestion or idea provided by you (such as suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these End User Terms will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you.

8. Malicious Code and Security

The downloading and viewing of content is done at your own risk. We do not guarantee or warrant that PAVE Inspect is compatible with your computer system or that PAVE Inspect, or any links from PAVE Inspect, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of PAVE Inspect.

You are prohibited from attempting to circumvent and from violating the security of PAVE Inspect including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching PAVE Inspect security or authentication measures; (c) restricting, disrupting or disabling service to PAVE Inspect users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of PAVE Inspect, including but not limited to by introducing any material that is malicious or technologically harmful.

9. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE END USER TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

WE DO NOT WARRANT THAT PAVE INSPECT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PAVE INSPECT. EXCEPT AS SPECIFICALLY PROVIDED IN THESE END USER TERMS, PAVE INSPECT (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY DISCOVERY LOFT TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN YOU AND THE THIRD PARTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR THAT PAVE INSPECT IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DISCOVERY LOFT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF PAVE INSPECT (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO PAVE INSPECT OR THESE END USER TERMS.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE END USER TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, PAVE INSPECT, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE END USER TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

11. Indemnification

You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, and agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

(a) your User Data;

(b) your use of PAVE Inspect;

(c) your breach of any provision of these End User Terms or any documents referenced herein; or

(d) your violation of any law or the rights of a third party (including intellectual property rights).

12. Term and Termination; Survival

(a) These End User Terms will commence on the day you first use PAVE Inspect and will continue for as long as you use PAVE Inspect or until terminated in accordance with the provisions of these End User Terms (the “Term”). At any time, Discovery Loft may: (i) suspend or terminate your rights to access or use PAVE Inspect; or (ii) terminate these End User Terms; if Discovery Loft in good faith believes that you have used PAVE Inspect in violation of these End User Terms or have engaged in fraudulent activity. You may terminate these End User Terms at any time and with immediate effect by ceasing use of PAVE Inspect. For greater certainty, if you continue to use any portion of PAVE Inspect after these End User Terms have been terminated, these End User Terms will continue to apply to the extent of such use.

(a) The following Sections, together with any other provision of these End User Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these End User Terms, will survive expiration or termination of these End User Terms for any reason: Sections 2 (User Data and Privacy), 3 (Ownership of PAVE Inspect), 6 (No Guarantee of Data Security), 8 (Malicious Code and Security), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12(a) (Survival), and 14 (General Provisions).

13. Geographic Restrictions

Discovery Loft makes no representation that PAVE Inspect is or will be available for use in all locations outside Canada, the United States and the United Kingdom (the “Approved Locations”), or all locations within the Approved Locations. PAVE Inspect is available for use in the Approved Locations which may be updated by Discovery Loft from time to time. We provide PAVE Inspect for use only by persons located in Approved Locations. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside the Approved Locations, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

14. General Provisions

(a) Choice of Law. Except as restricted by applicable law, these End User Terms will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of PAVE Inspect, notwithstanding your domicile, residency or physical location. You will only use PAVE Inspect in jurisdictions where PAVE Inspect may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of PAVE Inspect.

(b) Entire Agreement. These End User Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to PAVE Inspect. A printed version of these End User Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these End User Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these End User Terms will not be construed as a waiver of any provision or right. A waiver of any provision of these End User Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(d) Severable. If any of the provisions contained in these End User Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these End User Terms and all other provisions of these End User Terms will remain in full force and effect.

(e) Assignment. You will not assign these End User Terms to any third party without our prior written consent. We may assign these End User Terms or any rights under these End User Terms to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these End User Terms will be binding upon permitted assignees. These End User Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) English Language. It is the express wish of the parties that these End User Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

15. Contact

If you have any questions or comments regarding these End User Terms, please contact us at

[e-mail].