Terms of Use

These Terms of Use (these “Terms”) are an agreement between you and MYABODE INC., a corporation incorporated under the laws of the Province of Ontario with an address of 468 King Street West, Toronto, ON M5V 1L8 (“myAbode”, “we”, “our” or “us”). They govern your access to and use of the myAbode Deals platform available at https://app.myabode.ca. Please read them carefully: they set out the rules for using the platform and explain what you and your Brokerage remain responsible for.

1. Acceptance and Scope.
(a) The Platform. myAbode Deals is a web-based transaction-management and back-office platform for real estate brokerages, developed and operated by myAbode. It includes our AI assistant (“Abby”), its administrative interface, the read-only application programming interface described in Section 10 (the “API”), and related software, tools and documentation, in each case as updated from time to time (together, the “Platform”). It is used in a web browser and by email.

(b) Your Brokerage is our customer. The Platform is offered to real estate brokerages, not to consumers, and there is no public sign-up. The brokerage that has subscribed to the Platform and invited you to use it (your “Brokerage”) is our customer under a written agreement with us (the “Brokerage Agreement”). You may use the Platform only because, and for as long as, your Brokerage permits, and only for your Brokerage’s business. In these Terms, “Brokerage Data” means the listing agreements, commission agreements, client records, transactional data, documents, emails and other information and materials submitted to or received by the Platform by or on behalf of your Brokerage or its users (including by email to Abby), and the values, records and other content derived from them in the Platform, but excluding the Platform itself, Usage Data and anonymized information created under these Terms. “Usage Data” means information about how the Platform is used and performs (such as pages viewed, actions taken, features used, device and browser details, and error and performance data), which does not include the content of deals or documents.

(c) How these Terms fit with the Brokerage Agreement. These Terms bind you directly. As between myAbode and your Brokerage, the Brokerage Agreement prevails over these Terms, and nothing in these Terms reduces your Brokerage’s obligations to us. These Terms do not make you a party to the Brokerage Agreement or give you any rights under it. Your arrangements with your Brokerage (including your engagement with it, your commissions and your records) are between you and your Brokerage, and we are not a party to them.

(d) How you accept. You must accept these Terms, and the Privacy Policy (as defined in Section 13), to use the Platform. If you do not agree to these Terms and the Privacy Policy, you may not use the Platform.

(e) Eligibility. You must be at least 18 years old and must have been invited to the Platform by your Brokerage. You are responsible for holding any registration or authorization that you need under applicable law for the work you do using the Platform.

(f) Ontario and English. The Platform is currently made available only to brokerages in Ontario, and in English. You may use it only in connection with real estate brokerage business in Ontario unless we have confirmed in writing that it may be used in connection with another province.

2. Your Account.
(a) Invitation only. The users to whom your Brokerage has given the administrator role in the Platform (the “Administrators”) invite users, assign roles and control what each user can see; depending on your role, you may see only the deals you are on. Your Brokerage may change your role or deactivate your account at any time, for example when you leave your Brokerage.

(b) If you are an Administrator. If your Brokerage has given you the administrator role, you may use the Platform’s administrative features to administer the Platform on your Brokerage’s behalf. Your Brokerage authorizes you to act for it in doing so (including configuring the Platform, inviting and deactivating users, assigning roles and permissions, creating and revoking API keys, connecting other systems to the Platform, and requesting the export or deletion of Brokerage Data), and we may rely on your instructions and requests, including those made through the Platform, as your Brokerage’s, without further inquiry. You must act within the authority your Brokerage gives you, and you cannot amend the Brokerage Agreement on its behalf.

(c) Keep your credentials to yourself. You may sign in with a password or with Sign in with Google. You must keep your password, your Google account and any one-time links we email you (for example, to sign a trade sheet or answer a disclosure question) to yourself; not share or forward them or let anyone else use them; and use a strong password that you do not use anywhere else. The Platform may not require a second verification step when you sign in, so please secure your Google account and your email account accordingly.

(d) You are responsible for your account. You are responsible for what is done through your account, including by Abby when it acts on your instructions. Tell your Brokerage’s Administrators, and us at support@myabode.ca, without delay if you think your password, Google account, email account, a one-time link or an API key has been compromised, or that someone has accessed your account without permission.

(e) Switching brokerages. If you move to another brokerage that also uses the Platform, you may use the same email address, but each brokerage’s information is kept separate and belongs to that brokerage. You must not copy, move or use information from one brokerage in connection with any other brokerage or its account or records, except as the first brokerage permits.

(f) Accurate information. You must give accurate information when you set up and use your account and keep it up to date.

3. Access by Others and Audit Trail.
(a) Your Brokerage. Your Brokerage’s Administrators, office administrators and team leaders can see the information that their role permits, and can sign in as users junior to them, as the Platform permits.

(b) myAbode. Our administrators can sign in as any user of the Platform. Our personnel, including our deal-processing team, can see Brokerage Data and your account information to the extent needed to operate, secure and support the Platform and to perform services for your Brokerage.

(c) Audit trail. The Platform keeps a permanent history of changes to deals and an audit log that records who acted, including when someone signs in as another user. You acknowledge and agree to the access described in this Section 3 and to the keeping of these records.

4. Your Responsibilities.
(a) You and your Brokerage remain responsible. The Platform is a tool to help you and your Brokerage manage transactions. As against myAbode, you and your Brokerage (and its broker of record) remain responsible for your deals, files and records; deadlines and time limits (including for conditions and deposits); trust accounting and payments; supervision of registrants and staff; client identification, anti-money-laundering and reporting obligations to FINTRAC; and all other obligations under the Trust in Real Estate Services Act, 2002 (“TRESA”), the requirements of the Real Estate Council of Ontario and other applicable law, in each case whether or not the Platform, Abby or our personnel assist with them.

(b) We do not give advice. myAbode is not registered under TRESA, does not trade in real estate, and does not provide legal, brokerage, accounting or trust-accounting advice or services. Nothing in the Platform, or from Abby or our personnel, is advice of any kind.

(c) Check what matters. Verify important information, including names, prices, dates, deadlines, conditions, deposits, cheque details and commission figures, against the source documents before you rely or act on it.

(d) Law and your Brokerage’s policies. You must use the Platform in accordance with applicable law, these Terms and any reasonable instructions or policies of your Brokerage that apply to your use of the Platform.

5. Other People’s Information.
(a) What the Platform handles. In using the Platform you will routinely submit other people’s personal information and documents, such as information about clients, co-operating agents, lawyers and other parties to a deal, and documents containing government identification, FINTRAC and anti-money-laundering forms, deposit cheques and banking details. You may do so by uploading them, forwarding an email, emailing Abby or in any other way.

(b) Your confirmation. Each time you submit information or a document by any channel, you represent and confirm that you have the authority and, where the law requires it, the consent (including express consent where required, for example for government identification and banking information) to submit it, and that any notices required by law have been given, so that we and the service providers we use (some of which are located outside Canada) can process it as described in these Terms, the Brokerage Agreement and the Privacy Policy, including by AI. This applies to every channel, whether or not you are asked to accept anything at the time.

(c) People without accounts. The people whose information is on the Platform but who do not have accounts never accept these Terms. You must handle their information in accordance with applicable law and your Brokerage’s privacy practices, help your Brokerage meet its obligations to them (including giving any notices required by law before or when their information is collected), and refer their questions and requests about their information to your Brokerage’s privacy contact.

(d) Only what you need. Submit only the personal information and documents that are needed for the transaction and that your Brokerage’s practices allow. Do not submit content that you have no right to share.

6. AI Features and Abby.
(a) What the AI Features do. The Platform uses artificial intelligence, for example to read and classify documents and emails and extract information from them (such as parties, prices, dates, conditions and cheque details); to check deals against your Brokerage’s requirements; to help with commission plans and other deal information; and, through Abby, to answer questions about deals, file incoming documents, update deal information, remind users of deadlines and hand a conversation to our deal-processing team (together, and as they may be added to or changed from time to time, the “AI Features”). The AI Features are delivered using service providers described in the Privacy Policy.

(b) AI output can be wrong. AI output can be inaccurate, incomplete or misclassified, including misread names, prices, dates, conditions and cheque details, documents identified as the wrong form, and requirements shown as met that are not. Values read by AI are written to the deal and used straight away (for example, for tasks, reminders, compliance checks and commission figures) before any person has reviewed them. A person can correct a value, and a person’s correction takes precedence over an AI-read value. You are responsible for reviewing AI output that you rely on.

(c) Reminders are an aid only. Reminders and notifications may be late, missing or based on a misread date. Keep your own record of deadlines and do not rely on the Platform alone.

(d) Instructions to Abby. Abby acts within your permissions and carries out your instructions (for example, recording a commission figure that you send) without a person approving each action. You are responsible for the instructions you give Abby and for the results. Abby replies only to the person who wrote to it (with a limited reply, where the sender does not have an account) and writes to a deal’s agent; it does not initiate messages to clients or other third parties, and it cannot move money. Abby does not make final decisions about a transaction; those remain with you and your Brokerage.

(e) Email and documents are information, not instructions. Anyone can send email to Abby. The Platform treats the content of emails and documents as information and not as instructions, but we cannot guarantee that the AI Features will not be affected by content designed to manipulate them (see Section 11).

(f) Confirm that documents arrived. Emails can be rejected or held (for example, where the sender fails authentication checks) and attachments can fail to process. Where it matters, check that a document has arrived in the Platform.

7. myAbode’s Deal-Processing Team.
(a) What the team does. If your Brokerage has subscribed to deal-processing services, our deal and closing processors may review paperwork, correct values and follow up on deals for your Brokerage, and may contact you about them. This is a human administrative support service. We do not promise that a person has reviewed every document or value.

(b) What it is not. The deal-processing team does not provide legal, brokerage, accounting or trust-accounting advice, and its work does not relieve you or your Brokerage of your responsibilities under Section 4. The scope of these services, and our responsibility for them, are set out in the Brokerage Agreement, and these Terms do not add to them.

8. Financial Features.
(a) The Platform’s commission, split, referral-fee, deposit-tracking, landlord-payout and reconciliation features calculate and record figures based on the information supplied to them, including information read from documents by AI, entered by users or sent to Abby. They are not an accounting or trust-accounting service. The Platform does not hold, transmit or pay out funds; your Brokerage makes all payments. A commission plan may need a second person’s approval before it is published, but a deal’s own figures are not separately approved before they are used. Verify figures before you rely on them or before any amount is paid.

9. E-Signature and Third-Party Services.
(a) E-signature. Where your Brokerage has enabled it, internal documents such as the trade sheet are signed by the agent and the broker of record through Documenso, in a page embedded in the Platform, and the signed copy is stored on the deal. Every signer is a user of the Platform; clients do not sign through the Platform. You are responsible for deciding whether electronic signature is appropriate for a document and for the legal effect of the documents you sign.

(b) Third-party services. The Platform relies on third-party services, including Documenso and the other service providers described in the Privacy Policy. Some of those services are provided under their own terms.

(c) Brokerage-Connected Systems. Your Brokerage may connect the Platform to its own software, such as its back-office system (e.g. Lone Wolf), and may connect other software through the API (together, “Brokerage-Connected Systems”). Brokerage-Connected Systems are your Brokerage’s vendors and not ours. Your Brokerage may authorize us to access its accounts with Brokerage-Connected Systems using credentials it supplies. We are not responsible for the availability, security or conduct of any Brokerage-Connected System, or for information once it has been disclosed to one at your Brokerage’s direction. Do not connect any Brokerage-Connected System, or give us any credential, unless your Brokerage has authorized you to.

10. API.
(a) What the API does. Where your Brokerage has enabled it, the API is a read-only interface (currently the deal list and deal details) that lets your Brokerage’s own systems read its deal data.

(b) Keys. A personal key (available to agents, assistants and team leaders) sees only what its holder sees and stops working when its holder’s account is deactivated. A brokerage-wide key is created by an Administrator, belongs to your Brokerage, and keeps working after that Administrator leaves until it is revoked. Keys can expire and can be revoked. You must keep any key you hold confidential, must not share it, and must revoke any key that is no longer needed or may be compromised.

(c) Limits. The API is limited to a set number of requests (currently 120 requests per minute). You must not exceed the limits or try to get around them.

(d) Data after it leaves the Platform. Deal details returned by the API include each party’s name, email address and telephone number. Once information leaves the Platform through the API it is under the control of you and your Brokerage, and its onward use, storage, security and disclosure, including by any system or vendor you connect, are your and your Brokerage’s responsibility and not ours.

(e) Changes. We may change, limit, suspend or withdraw the API, or any of its limits, on reasonable notice, or immediately where necessary for security.

11. Acceptable Use.
(a) Prohibited conduct. You must not, and must not attempt to or allow anyone else to:
(i) access, or try to access, data of any brokerage that you are not authorized to access, including by probing, testing or bypassing the Platform’s permissions or security;
(ii) hide instructions in emails, documents or other content in order to manipulate Abby or any other AI Feature (sometimes called prompt injection), or otherwise try to make the AI Features act outside your permissions or their intended purpose;
(iii) share your account, password, sign-in or one-time links or API keys, or use anyone else’s;
(iv) scrape, harvest or copy data from the Platform by automated means, other than through the API in accordance with Section 10;
(v) upload or send content that you have no right to share, or that is unlawful, infringing, defamatory or malicious (including viruses or other code intended to disrupt or damage);
(vi) use the Platform to infringe anyone’s rights or to break any law, including privacy and anti-money-laundering laws;
(vii) interfere with, disrupt or overload the Platform or exceed any rate limit;
(viii) copy, modify, reverse engineer, decompile or create derivative works of the Platform, or try to extract its source code, except to the extent the law allows despite this restriction;
(ix) use the Platform to build a competing product or service, or use it to train any artificial intelligence model;
(x) impersonate any person or misrepresent your identity, role or authority; or
(xi) use the Platform outside the territory permitted by Section 1(f) or in any way your Brokerage has not authorized.

(b) Reporting. Tell us at support@myabode.ca if you become aware of any breach of this Section 11.

12. Your Content and Brokerage Data.
(a) Ownership. We do not claim ownership of Brokerage Data or of anything else you submit to the Platform. As between myAbode and your Brokerage, Brokerage Data remains your Brokerage’s property, and Usage Data is ours. Rights as between you and your Brokerage in that data (for example, your commissions, your client relationships, or copies of files after you leave) are governed by your arrangements with your Brokerage and not by these Terms.

(b) Licence to us. You grant myAbode and its service providers a limited, non-exclusive, royalty-free licence to access, host, copy, process, transmit and display the content you submit to the Platform (including by email to Abby) in order to provide the Platform and related services to your Brokerage and you; to operate, secure, support and troubleshoot the Platform; to keep audit-trail records and comply with law; and for the purposes described in Section 14, in each case subject to these Terms, the Brokerage Agreement and the Privacy Policy. You confirm that you have the right to grant this licence.

(c) Confidentiality. Brokerage Data and other non-public information that you see on the Platform about your Brokerage, its clients or other users is confidential. Use it only for your Brokerage’s business, and do not disclose it except as your Brokerage permits or the law requires.

(d) Feedback. If you give us suggestions or feedback about the Platform, we may use them without restriction or payment. This gives us no right to Brokerage Data.

13. Privacy.
(a) Privacy Policy. Our Privacy Policy, published at https://www.myabode.ca/privacy-policy (as updated from time to time, the “Privacy Policy”), explains how we collect, use, disclose and protect personal information in connection with the Platform, including the service providers we use (some of which are located outside Canada) and the retention of information. By creating an account and using the Platform, you consent to the collection, use and disclosure of your own personal information as it describes. The Privacy Policy is a notice and not a term of these Terms. We may update the Privacy Policy as set out in Section 22.

(b) Privacy questions. Questions or requests about your own personal information can be sent to our Privacy Officer at privacy@myabode.ca.

14. Improving the Platform.
(a) How we use information to improve it. We may collect and use Usage Data, and may use records of AI processing, reviewers’ corrections, survey responses and a limited, fixed set of real transaction documents drawn from Brokerage Data, to test and improve the Platform, including the accuracy and quality of its document reading, as described in the Brokerage Agreement (including its data processing addendum) and the Privacy Policy. The set of transaction documents is fixed, and access to it is limited to our engineering team.

(b) Anonymized information. We may create anonymized information from the information on the Platform, which cannot reasonably be used to identify any individual, and use it for analytics and to improve our products and services, as described in the Privacy Policy. We will not try to re-identify anyone from it.

(c) No AI training or sharing. We do not train or fine-tune any AI model on Brokerage Data, and we use our AI providers only through business or enterprise interfaces under terms that do not permit those providers to train their models on Brokerage Data. We do not sell Brokerage Data. We do not share Brokerage Data (including client and agent contact information) with any other brokerage or with any third party, other than our service providers as described in the Privacy Policy, except as your Brokerage directs or the law requires.

15. Retention, Deletion and End of Access.
(a) Audit-trail records. Some records are kept as an audit trail and cannot be deleted on request: the change history and audit log; email received by the Platform; records of AI processing; financial records (including commission, deposit and landlord-payout records); deal messages and review notes; document-classification records; and records that we are required by law to keep. Retained records are used only for audit, security, troubleshooting, dispute-resolution and legal-compliance purposes and, in the case of document-classification records, for testing and improving the Platform’s document reading.

(b) Deleted documents and backups. A deleted document remains in versioned storage until it is purged, and backups are kept for 30 days before being overwritten.

(c) Requests. The Platform currently has no self-service deletion or bulk export (the API returns deal data, not documents). Requests are handled manually. Requests about Brokerage Data should be made through your Brokerage’s Administrator. Requests about your own personal information can be made to our Privacy Officer as described in the Privacy Policy.

(d) When your access ends. If your account is deactivated, or your Brokerage’s subscription ends, your access to the Platform ends. Brokerage Data is then returned, retained and deleted as set out in the Brokerage Agreement, and we are not required to give you copies of it; please ask your Brokerage for any records you need. You and your Brokerage are responsible for keeping copies of the records that you are required to keep under TRESA, FINTRAC requirements and other applicable law.

16. Ownership of the Platform and Your Licence.
(a) The Platform, including its software, AI Features, design and documentation, and all related intellectual property rights, belong to myAbode and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform, for as long as your Brokerage’s subscription is in effect and your account is active, solely for your Brokerage’s business. We grant you no other rights, and we reserve all rights not expressly granted.

17. Changes to the Platform; Preview Features.
(a) Updates. The Platform is updated continuously, and we may add, change or remove features from time to time.

(b) Preview Features. Some features are made available to individual brokerages as pilots, previews or betas (“Preview Features”). Preview Features are provided “as is”, may contain errors, and may be changed or withdrawn at any time. Do not rely on a Preview Feature for anything critical.

18. Suspension and Termination.
(a) Suspension. We may suspend or restrict your access immediately, and without liability, if we reasonably believe that (i) your account or a credential has been compromised or is being used in breach of these Terms, (ii) your access threatens the security or integrity of the Platform or of any other customer’s data, or (iii) suspension is required by law. We will use reasonable efforts to notify your Brokerage’s Administrators and to restore access promptly once the issue has been resolved.

(b) Ending your access. We may end your access if you breach these Terms. Your Brokerage may deactivate your account at any time, and you may stop using the Platform at any time.

(c) What continues. When your access ends, these Terms end, except that Sections 3(c), 5, 12, 14, 15, 16, 19, 20, 21, 23 and 24, and any other provision that by its nature is intended to continue, continue to apply.

19. Disclaimers.
(a) EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM, THE AI FEATURES, THE API, ANY PREVIEW FEATURES AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY REMINDER, DEADLINE, COMPLIANCE CHECK OR CALCULATION WILL BE CORRECT, TIMELY OR COMPLETE.

20. Limitation of Liability.
(a) No indirect losses. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF USE, REVENUE, COMMISSION OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS ARISING FROM A MISSED, LATE OR INCORRECT REMINDER, DEADLINE, COMPLIANCE CHECK OR CALCULATION, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED CAD $100. ANY AMOUNT FOR WHICH WE ARE LIABLE TO YOU REDUCES, AND IS NOT IN ADDITION TO, THE AMOUNT AVAILABLE TO YOUR BROKERAGE AND ITS OTHER USERS UNDER THE BROKERAGE AGREEMENT.

(c) What is not limited. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

21. Indemnity.
(a) You will indemnify and hold harmless myAbode, its affiliates and their respective directors, officers, employees and service providers from and against third-party claims, and all resulting liability, loss, damages, costs and expenses (including reasonable legal fees), to the extent arising from your breach of Section 5 or Section 11, or from your submission of content without the authority or consent required by law. This does not limit your Brokerage’s obligations to us under the Brokerage Agreement.

22. Changes to These Terms and the Privacy Policy.
(a) We may amend these Terms and the Privacy Policy at any time. We will notify you of material changes through the Platform or by email before they take effect, unless the change is required by law or for security reasons. If you do not agree to a change, you must stop using the Platform. Your continued use of the Platform after a change takes effect is your acceptance of, and consent to, the updated Terms and Privacy Policy.

23. Governing Law and Disputes.
(a) These Terms, and all matters arising out of or relating to them or your use of the Platform, 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. Any legal suit, action or proceeding arising out of or relating to these Terms or the Platform shall be instituted in the courts of the Province of Ontario, and you and we submit to the jurisdiction of those courts.

24. General.
(a) Entire agreement. These Terms are the entire agreement between you and myAbode about your use of the Platform and replace any earlier terms between you and us about it. They do not affect the Brokerage Agreement.

(b) Who can rely on these Terms. These Terms are for the benefit of you and myAbode and, in the case of Sections 19, 20 and 21, myAbode’s affiliates and service providers. No one else may enforce them.

(c) Assignment. We may assign or transfer these Terms to an affiliate or to a successor to our business. You may not assign or transfer these Terms or your account.

(d) Severability and waiver. If any provision of these Terms is found to be invalid or unenforceable, the rest of these Terms are not affected. A failure or delay in exercising a right under these Terms is not a waiver of it.

(e) Electronic communications. You agree that we may communicate with you electronically, by email and through the Platform, including service messages about your account, the Platform and these Terms, and that these communications satisfy any legal requirement that they be in writing.

25. Contact Us.
(a) Questions about these Terms can be sent to support@myabode.ca or to myAbode Inc. at 468 King Street West, Toronto, ON M5V 1L8. Privacy questions can be sent to privacy@myabode.ca.