Master Subscription Agreement & Liability Waiver

Important notice: this agreement contains strict limitations of liability, indemnification obligations, and an absolute waiver regarding AI-generated output (“hallucinations”) tailored for the Canadian real estate market. Please read carefully before subscribing.

1. Definitions & Scope of Service

This Master Subscription Agreement (“Agreement”) is entered into by and between the commercial platform provider (“Company,” “We,” “Us”) and the licensed real estate entity, team, or individual broker subscribing to our services (“Subscriber,” “You”). The service comprises an artificial intelligence-driven voice interaction agent, a built-in customer relationship management (CRM) architecture, integrated calendar scheduling functions, and automated short message service (SMS) notifications designed to pre-qualify real estate leads, record messages, and coordinate property viewings (“the Platform”).

2. Fees, CAD Billing, and Canadian Taxation

2.1 Currency: All fees, including subscription base fees, mandatory overage calculations, setup costs, and transactional charges, are denominated and billed strictly in Canadian Dollars (CAD).

2.2 Canadian Taxation: Fees listed are exclusive of applicable Canadian federal and provincial consumption taxes. Subscriber shall be fully responsible for paying all relevant Goods and Services Tax (GST), Harmonized Sales Tax (HST), and Provincial Sales Tax (PST) based on the Subscriber’s primary province of practice, which will be calculated and added to the CAD billing summaries.

2.3 Overage Rates: Any voice utilization exceeding the bundled monthly allotment will automatically trigger an overage fee of $0.95 CAD per minute, billed in real-time or accumulated at the conclusion of the monthly billing cycle. Current subscription tiers and included-minute allotments are published on our Pricing page.

3. Canadian Telecommunications & Compliance (CRTC, CASL, 10DLC)

3.1 Inbound Telephony Only: The Platform currently handles inbound calls only. It does not perform outbound dialing campaigns, automated call-backs, cold-calling, or any form of unsolicited telephone solicitation. Should outbound calling capability be introduced in the future, this Agreement will be updated to address compliance with the Canadian Radio-television and Telecommunications Commission (CRTC) and the National Do Not Call List (DNCL) rules before that functionality is enabled.

3.2 Text Messaging Regulations (CASL): Under Canada’s Anti-Spam Legislation (CASL), the Subscriber carries sole administrative liability for ensuring that explicit or implied consent has been obtained from any consumer before the Platform delivers automated SMS routing notifications, confirmation alerts, or CRM updates.

3.3 Carrier 10DLC Registration: To maintain system integrity, the Company will register the Subscriber’s designated telephone paths under 10-Digit Long Code (10DLC) brand frameworks across Canadian network carriers (including Rogers, Bell, and Telus). Subscriber agrees to provide all corporate validation data required for registration and agrees that the Company holds no liability for transmission blocks resulting from carrier-side filtering of non-compliant message syntax.

4. Provincial Real Estate Licensing & Regulatory Firewalls

4.1 Non-Licensed Administrative Classification: The parties explicitly acknowledge that the Platform operates strictly as an un-licensed administrative workflow tool. The AI voice agent is configured solely to answer incoming lines, gather demographic criteria, check calendar configurations, take messages, and route leads.

4.2 Prohibited Activities: The Subscriber shall not modify, prompt-engineer, or instruct the AI voice agent to engage in tasks requiring professional regulatory licensing under provincial jurisdictions, including but not limited to the Real Estate Council of Ontario (RECO), British Columbia Financial Services Authority (BCFSA), and the Real Estate Council of Alberta (RECA). Prohibited tasks include interpreting listing agreements, negotiating purchase or rental prices, providing specialized structural or neighborhood structural valuations, or executing formal contractual documents. Subscriber shall fully indemnify the Company against any administrative infractions, audits, or regulatory losses originating from a breach of this section.

5. AI “Hallucination” & Output Disclaimer

5.1 Nature of Generative AI Technology: The Platform utilizes Large Language Model (LLM) architectures to synthesize spoken dialogue. Subscriber recognizes that conversational AI engines may occasionally generate factually inaccurate, outdated, or misleading conversational answers, commonly referred to as “hallucinations.”

5.2 Complete Waiver of Financial Liability: The Company explicitly disclaims any and all financial or legal liability for losses, disputes, or broken real estate deals caused by incorrect statements made by the AI voice agent. This includes, but is not limited to, the AI misstating property listing values, stating incorrect open-house schedules, misrepresenting municipal zoning classifications, providing false property square footage, or quoting inaccurate historical tax information to prospective buyers or tenants. It remains the absolute and un-delegable duty of the licensed Subscriber to cross-examine and confirm all transactional details before committing to a contract or showing.

6. Privacy, Data Security, and Recognition Regime (PIPEDA & Law 25)

6.1 Recording and Transcripts: The Platform automatically records, processes, and logs text transcripts of telephone interactions for CRM and lead-delivery synchronization. Subscriber is solely responsible for ensuring that all call initialization logic includes a transparent audio disclosure notifying callers that the interaction is being recorded and transcribed for quality and verification purposes, satisfying provincial two-party consent standards and the federal Personal Information Protection and Electronic Documents Act (PIPEDA).

6.2 Regional Directives (Quebec Law 25): To the extent that the Subscriber interacts with residents within the Province of Quebec, Subscriber certifies full compliance with Law 25 confidentiality standards, guaranteeing that consumer profiling, automatic database mapping, and computerized lead handling respect individual privacy rights and local linguistic baselines.

7. Limitation of Liability & Governing Jurisdiction

In no event shall the Company, its directors, or developers be liable for any indirect, special, incidental, or consequential revenue losses arising out of system downtime, unexpected telecom carrier congestion, telephony disconnects, or CRM data deletion. The maximum cumulative liability of the Company under any juridical challenge shall never exceed the total amount paid by the Subscriber for the preceding three (3) months of recurring subscription fees.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law metrics. The parties irrevocably submit to the exclusive territorial jurisdiction of the courts located within the City of Toronto, Ontario.

Contact

Questions about this Agreement can be sent to khalid@kqpac.com.