Transparent by
design.

Thank you for choosing Philer AI ("Philer", "we", "us" or "our") as your legal counsel. These standard service terms will apply to any matter in which you engage us unless otherwise agreed upon between you and Philer AI.

The "Client"

Upon acceptance of this letter, you will become a "Client" of Philer AI, and not just a "Visitor" of the Philer.ai website, which is run by the corporation Philer Inc.

The clients for which we are engaged to act in this matter are the ones who currently have ownership (in the instance of a sale or refinance) or will have ownership (in the instance of a purchase) of the property of focus. In certain circumstances, we may act for your mortgage lender under a joint retainer. In these circumstances, we will disclose this information to you and explain the potential for conflicts. We will not be acting for any other corporations or individuals. We are authorized to act in this engagement on your instructions (i.e. the client's instructions) or those of such other person(s) as you advise us in writing is authorized to instruct us.

Description of Services

You have asked us, and we have agreed, to act for you in the matter described below. The purpose of this letter is to summarize and confirm the terms of your engagement with us. You are engaging us to represent you in connection with a property purchase or sale.

For a purchase, we anticipate that our representation will involve taking the following steps on your behalf:

1. Receiving documents and instructions from you, and your first mortgage lender, if applicable;
2. Requesting and collecting all necessary information from you, your agents, and third parties including property tax authorities;
3. Producing all necessary documentation to complete the purchase transaction and registration of first mortgage on title;
4. Conducting a title search of the Property;
5. Composing a requisition letter to the vendor's lawyer identifying any on-title (and off-title issues that we are aware of) that we will require the vendor's lawyer to resolve on or before closing;
6. Arranging title insurance if required;
7. Scheduling a virtual meeting between you and your assigned lawyer to confirm your identity, review all numbers involved in the transaction, explain all documents that you will be required to sign, witness your signature on all required documents, and answer any questions you may have about the transaction or the closing process generally;
8. Negotiating resolutions to any minor issues holding up closing;
9. Receiving funds from you and your first mortgage lender;
10. Sending funds to the vendor's lawyer, remitting your land transfer tax amount, and paying our account;
11. Registering one Transfer and one Charge/Mortgage on title; and
12. Reporting to you and your first mortgage lender.

Anything not specifically listed above may extend beyond the scope of our engagement, and may require you to pay additional fees and disbursements. We will notify you at our earliest opportunity if we believe the needs of your transaction may extend beyond the scope of our engagement.

For a sale, we anticipate that our representation will involve taking the following steps on your behalf:

1. Receiving documents and instructions from you;
2. Requesting and collecting all necessary information from you, your agents, the lender of your outstanding mortgage (if applicable), and third parties including property tax authorities;
3. Producing all necessary documentation to complete the sale transaction and registration of a discharge of the first mortgage on title;
4. Reviewing and responding to the requisition letter from the Purchaser's lawyer;
5. Performing any reasonable actions required to correct title defects;
6. Scheduling a virtual meeting between you and your assigned lawyer to confirm your identity, review all numbers involved in the transaction, explain all documents that you will be required to sign, witness your signature on all required documents, and answer any questions you may have;
7. Negotiating resolutions to any minor issues holding up closing;
8. Receiving funds from the purchaser's lawyer;
9. Arranging payouts for your first mortgage, Realtor commission, and other creditors;
10. Paying your legal account from sale proceeds;
11. Providing you with the balance of the sale proceeds;
12. Registering one Discharge, if applicable; and
13. Reporting to you.

Lawyers

The work will be performed by a Philer AI Lawyer — Natalie McFarlane (LSO #51087Q) — and the Philer client support team. We will ensure that no single lawyer and/or support staff will work on both sides of a transaction.

How We Manage Conflicts

In the course of a property transaction, the primary instance of a potential conflict arising is the representation of both the buyer and seller in a property transaction. The same Philer AI Lawyer will not represent both the buyer and seller in a property transaction. However, different Philer AI Lawyers may represent both the buyer and seller as long as there is no shared staff. In engaging us for legal services, you consent and agree that another of our lawyers may represent the other party involved in your property transaction.

If there are additional conflicts of concern beyond those previously mentioned, please let us know immediately. Please also advise us if there are any other names used by one of the parties that we should search in connection with this matter or if there are any changes or additions to these names in the future.

Fees and Disbursements

A detailed summary of fees and disbursements for your account will be provided closer to your closing date, when all relevant expenses and fees have been calculated. At that time, you will be required to review and accept these fees and disbursements before the property transaction continues forward.

In addition to the Philer closing fee, you will be billed for items such as title insurance arrangement and the title insurance premium, disbursements, and Land Transfer Tax.

For a purchase, additional items include: work beyond Description of Services, title insurance, disbursements, Land Transfer Tax, and mortgage broker commissions.

For a sale, additional items include: work beyond Description of Services, disbursements, and real estate agent commissions. You will also be responsible for closing adjustments, such as property taxes.

Deposit in Respect of Fees

Depending on the scope of work we undertake or as this matter progresses, we may request from you an advance deposit to be held in trust in Philer AI's trust account. We will use these funds to pay our invoices to you for our fees and expenses. The amount of the deposit is not an estimate of fees or expenses. Any unused funds will be returned to you.

Interprovincial Legal Services and Trust Funds Disclosure (Alberta Transactions)

Where the Property that is the subject of this engagement is located in the Province of Alberta, you acknowledge and agree that:

(i) Legal Capacity and Jurisdiction — Philer AI is providing legal services through an Ontario-licensed lawyer. Accordingly, any funds received in connection with this transaction are received by us in our capacity as an Ontario Law Firm, and not as an Alberta Law Firm.

(ii) Trust Account Location — All funds received from you, your lender, or any other party in connection with this transaction will be deposited into an Ontario lawyer's trust account domiciled in the Province of Ontario, and will be held, administered, and disbursed in accordance with the applicable rules governing Ontario lawyers' trust accounts. By proceeding with this engagement, you expressly consent to the receipt, holding, and disbursement of funds in this manner.

Client Identification and Verification

Lawyers are required to follow client identification and verification procedures when engaged by a client to provide legal services. Accordingly, before we begin work on your behalf, we will require information from you concerning your identity. In addition, for some transactional work, we will require information to verify your identity, the source of the funds involved and, if the client is not an individual, we will also make inquiries about beneficial ownership of the client before the transaction occurs.

Philer Application

We leverage the Philer Application ("Application") to facilitate your property transaction. The Application is owned and operated by Philer Inc. It enables us to more efficiently and effectively deliver our legal services to you. In engaging with us for legal services, you consent to the use of the Application to facilitate the flow of activities required to close your property transaction. Please reference the Privacy Policy and Terms & Conditions of Philer Inc. via Philer.ai for additional details.

Electronic Communications

We will facilitate your property transaction and communicate with you through both the Philer Application ("Application") and electronic communications, including email and SMS. If you do not wish to use the Application or electronic communications, you will be unable to enter into an engagement with Philer.

There is a risk that the Application and electronic communications may be interfered with by third parties. Neither of us will be responsible to the other, or have any liability for any actions of any third parties, with respect to electronic communications either of us might send the other, or for any delay or non-delivery, or other damage caused in connection with an electronic communication.

Electronic Signatures

During the course of the engagement, we will require your signature on certain documents. As a digital services provider, Philer AI will not require a signature in pen, except in very rare circumstances where a lender or other party will not accept digital signatures. For documents that require signature, we will provide you with a link to a document package available on DocuSign.

Privacy

In the course of acting for you, you may disclose to us (and we may collect, use and disclose) personal information that is subject to applicable privacy protection laws. You can review a copy of our Privacy Policy in Section 2 of this page, or contact a member of your legal service team.

Limitations of Services

While we will have your financial and business objectives in mind, we cannot provide advice relating to any area of law other than Ontario residential real estate law. We do not, as examples, provide financial, tax, insurance, corporate or accounting advice.

Termination of Legal Services

You have the right to terminate our services upon written notice to us via email to contact@philer.ai. Subject to our obligations to you, we reserve the right to terminate our services for good reasons which include, but are not limited to: failure to cooperate with us in any reasonable request; serious loss of confidence between us; if our continuing to act would be unethical; or if you fail to pay our accounts when rendered.

If you terminate our services, you would have to pay our fee and any disbursements, other charges, and the applicable taxes incurred up until the time we stopped acting for you.

Agreement

In signing up for your property closing via Philer AI, acknowledging our Privacy Policy and Engagement Letter, and indicating your engagement of our legal services, you agree to the terms outlined above. If you decide that you do not want us to proceed on your behalf, do not acknowledge this engagement letter or proceed with use of Philer AI's legal services.

We respect your privacy and are committed to protecting it through our compliance with this privacy policy ("Policy"). This Policy describes the types of information we may collect from you or that you may provide ("Personal Information") on the philer.ai website ("Website"), "Philer" mobile application ("Mobile Application"), and any of their related products and services (collectively, "Services"), and our practices for collecting, using, maintaining, protecting, and disclosing that Personal Information.

Collection of Information

When you access our Website or use the Mobile Application, certain information is automatically collected by our servers. This may include your IP address, device location, browser type and version, operating system details, language settings, referring web pages, pages visited, time spent on pages, search terms, access dates and times, and other technical data. This data is used only in a statistical manner and is not used to personally identify any individual user.

Personal Information

To access certain features of our Services, you may be required to provide Personal Information. Philer will request your explicit consent before collecting or recording any information that is sensitive in nature, beyond your reasonable expectations, or poses a potential risk of significant harm if misused.

We collect and store any Personal Information you voluntarily provide when you create an account, use our Services, publish content, or complete forms. This may include:

• Account details (user name, unique user ID, password, etc.)
• Contact information (email address, phone number, etc.)
• Basic personal information (name, country of residence, etc.)
• Biometric information (such as facial recognition for identity verification)
• Proof of identity (photocopy of a government ID)
• Payment information (credit card details, bank details, etc.)
• Geolocation data of your device to identify any security breaches
• Device features required to provide a given Service (Contacts, Calendar, Gallery)

Use of Information

We may use your Personal Information for: creating and managing user accounts; delivering products and services; improving our products through usage analytics; sending updates and promotional communications; responding to inquiries; verifying your identity and meeting legal obligations including KYC and anti-money laundering requirements; processing payments; ensuring regulatory compliance; and fulfilling obligations to the Law Society of Ontario as part of its Access to Innovation Program.

Log in with Google

If you choose to sign in using your Google account, we will collect and store only your email address, which will be linked to your Philer account. This email address is used solely to provide our Services and communicate with you. We do not access, use, store, or share any other Google user data beyond what is stated in this Privacy Policy.

Payment Collection

If you use Services that require payment, you may be asked to provide credit card or other payment information. This information is used solely to process payments and is handled by third-party payment processors ("Payment Processors") on our behalf. Our Payment Processors comply with current security standards set by the PCI Security Standards Council. All sensitive information is transmitted via SSL-secured channels and encrypted using industry-standard technologies.

Delete My Information

You are able to delete certain Personal Information Philer Inc. holds about you. Please note that, even after deletion, we may retain a copy of your original Personal Information as necessary to fulfill our legal and regulatory obligations, including those required by the Law Society of Ontario, our partners, and for other legitimate business purposes such as record-keeping, dispute resolution, or enforcing our agreements. To request deletion, please contact Philer Inc. directly.

Information Disclosure

To deliver the Services you request or to complete transactions, we may share your Personal Information with trusted subsidiaries, joint venture partners, contractors, and third-party service providers ("Service Providers") who support our operations. We do not share personally identifiable information with unaffiliated third parties.

Your Personal Information may be shared only with the following categories of Service Providers: cloud computing services, data storage services, financial services, government agencies, payment processors, user authentication services, and website hosting service providers.

We may also disclose your Personal Information if required or permitted by law, such as in response to a court order, subpoena, or other legal process.

Data Retention Policy

We will retain and use your Personal Information for the period necessary, and a maximum of ten (10) years, to comply with our legal obligations, to enforce our agreements, resolve disputes, and unless a longer retention period is required or permitted by law. Once the retention period expires, Personal Information shall be deleted.

Cookie Policy

Our Services use cookies to enhance and personalize your online experience. A cookie is a small text file placed on your device by a website server. We may use cookies to collect, store, and track information for security, functionality, personalization, and analytical purposes. You can choose to accept or decline cookies in your browser settings; however, disabling cookies may affect the functionality of certain features.

Data Analytics

We may use third-party analytics tools that employ cookies, web beacons, and similar technologies to collect general information about users' interactions with our Services. This includes data such as pages visited, time spent on pages, and frequency of visits. These tools do not collect or track any personally identifiable information, and we do not link this data to individual users.

Do Not Track Signals

Some web browsers offer a "Do Not Track" (DNT) feature that signals a user's preference not to be tracked across different websites. As there is no consistent standard for how DNT signals are interpreted, our Services do not currently respond to these signals. However, as outlined in this Privacy Policy, we limit the collection and use of your Personal Information in accordance with applicable laws and best practices.

Advertisements

We may share aggregated, non-personal information about customer activity, such as clicks on partner offers, with advertisers. We do not share personally identifiable information with advertisers. Occasionally, we may use this aggregated data to deliver targeted ads but will not sell this information.

Social Media Features

Our Services may include social media tools, such as Facebook and Twitter buttons or "Share This" buttons. These features may collect your IP address, the page you are viewing, and set cookies to ensure proper functionality. Your interactions with these features are subject to the privacy policies of the respective providers.

Email Marketing

We offer electronic newsletters that you may subscribe to voluntarily. We are committed to keeping your email address confidential and will not share it with third parties except as described in this Policy. In accordance with Canada's anti-spam laws, all emails from us will clearly identify the sender and provide contact details. You may unsubscribe at any time; however, you will still receive essential transactional emails.

Push Notifications

You may voluntarily subscribe to push notifications at any time. Device tokens do not reveal your identity, device ID, or contact information to us or the provider. If you wish to stop receiving push notifications, you can adjust your device settings.

Data Security

We store your information on secure servers, protected from unauthorized access, use, or disclosure, and implement reasonable safeguards to protect it. However, no data transmission over the Internet or wireless network can be fully guaranteed. You acknowledge that there are security and privacy limitations of the Internet which are beyond our control and that the security, integrity, and privacy of any information exchanged between you and our servers cannot be guaranteed.

Data Breach Policy

If we become aware that the security of our Services has been compromised or that Users' Personal Information has been disclosed to unauthorized third parties, we reserve the right to take appropriate actions, including investigation, reporting, and cooperating with law enforcement. In the event of a data breach, we will make reasonable efforts to notify affected individuals through a website notice and email.

Changes and Amendments

We may update this Policy and post the most recent updated date at the top of this page, and notify you via email or other methods. Continued use of the Services constitutes acceptance of the revised Policy.

Contact Us

For questions about your personal information or to exercise your rights, please contact us at contact@philer.ai. We will address your concerns and respond as quickly as possible, within applicable data protection laws.

These terms and conditions ("Agreement") establish the general terms of use for the philer.ai website ("Website"), the "Philer" mobile application ("Mobile Application"), and any related products and services (collectively, "Non-Legal Services"). This Agreement forms a legally binding contract between you ("User," "Visitor," "you," or "your") and Philer Inc. (doing business as "philer," "we," "us," or "our"). By accessing and using the Non-Legal Services, you confirm that you have read, understood, and agreed to the terms of this Agreement.

Non-Legal Services Disclaimer

The content provided on the Philer Inc. blog, as well as any other information available through our Website or Mobile Application, is intended for general informational purposes only. It should not be considered accurate, up-to-date, or suitable for any specific purpose or legal advice. This information is not tailored to your individual legal circumstances and does not constitute legal advice. We strongly recommend consulting a qualified legal professional for advice specific to your situation.

Philer Inc. And Partner Lawyers

Philer Inc. is not a law firm, although you may choose to enter into an engagement for legal services with our Partner Lawyers, which are a separate entity accessible via the website secure.philer.ai. When you first access philer.ai, you are on the Philer Inc. website. Until you engage Philer Inc.'s Partner Lawyers for legal services, we refer to you as a "Visitor." When you enter an engagement with a Partner Lawyer by accepting the terms in their Engagement Letter, they will refer to you as a "Client." These terms and conditions apply to Visitors and are only to your use of the Non-Legal Services.

Informational Purposes Only

The content on our blog page and information provided anywhere else on our Website or Mobile Application should not be relied upon as accurate, timely or fit for any particular purpose. Information made available on the Website or Mobile Application is for informational purposes only. It is not, and should not be taken as legal advice. Prior results, articles, and case studies do not guarantee a similar outcome in future representation. You are advised to seek specific legal advice in relation to your specific legal issues.

Account Registration and Access

You must be at least 18 years old to use Philer's Non-Legal Services. If you create an account on the Website, you are responsible for keeping it secure and for all activity under your account. Providing false contact information or false information of any kind may lead to account termination. You must notify us immediately of any unauthorized use of your account or security breach.

We may suspend, disable, or delete your account if you violate these Terms or act in a way that harms Philer Inc.'s reputation and goodwill.

Pricing and Invoice Policy

You agree to pay all fees for services based on the prices and billing terms in place when payment is due. We may update our pricing or services at any time. However, if you have an ongoing engagement, your fees will not change during that engagement unless the services you require change. If you sign up for Non-Legal Services with auto-renewal, your payment method will be charged automatically based on the renewal term you selected.

Philer's Risks & Responsibilities

You access and download content from Philer at your own risk. Philer cannot and does not guarantee or warrant that the Website or Mobile Application are compatible with your computer systems or that they will be free of viruses, worms, trojan horses or disabling devices. It is your responsibility to use appropriate security measures to protect your device.

Philer's Backup & Recovery Promise

Philer Inc. performs regular backups of the Website and its Content and will do our best to ensure completeness and accuracy of these backups. In the event of hardware failure or data loss we will restore backups automatically to minimize the impact and downtime.

Content Accuracy & Revisions

From time to time, the Non-Legal Services may contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions and offers. We reserve the right to correct any errors and update the information on the Non-Legal Services at any time without prior notice.

Third-Party Providers

Philer uses third-party service providers to deliver Non-Legal Services, all of which are SOC 2 compliant and meet strict information security standards. We do not work with any provider that is not SOC 2 compliant. If you choose to access or use third-party services, you do so governed under their own terms and conditions. Philer does not endorse, control, or take responsibility for these services.

Restricted Uses

You are prohibited from using the Non-Legal Services or Content: (a) for any unlawful purpose; (b) to violate any regulations, rules, laws, or local ordinances; (c) to infringe upon our intellectual property rights or the intellectual property rights of others; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate; (e) to submit false or misleading information; (f) to upload or transmit viruses or any other type of malicious code; (g) to spam, phish, pharm, pretext, spider, crawl, or scrape; (h) for any obscene or immoral purpose; or (i) to interfere with or circumvent the security features of the Non-Legal Services. We reserve the right to terminate your use for violating any of the prohibited uses.

Intellectual Property Rights

This Agreement does not transfer to you any intellectual property owned by Philer Inc. or third parties, and all rights, titles, and interests in and to such property will remain solely with Philer. All rights, titles, and interests in such property remain solely with Philer. Trademarks, service marks, graphics, and logos associated with the Non-Legal Services are either Philer's or its licensors' trademarks. Your use of the Non-Legal Services does not grant you the right to use or reproduce any Philer or third-party trademarks.

Services At Your Own Risk

You agree that the Non-Legal Services are provided "as is" and "as available," and your use of them is at your own risk. We disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Non-Legal Services will meet your requirements, be uninterrupted, secure, error-free, or yield specific results.

Limits on Liability

We will not be liable to you or any third party for any losses, damages, charges, or costs arising from input errors made by you, omissions in the data you provide, or content you post and publish to the Site.

To the fullest extent permitted by applicable law, under no circumstances will we be liable to you or any third party for: (i) direct damages exceeding the total amount previously paid by you to us in the 12-month period preceding the event; (ii) direct damages exceeding $2,500 in the aggregate (for Ontario users); and (iii) any indirect, special, incidental, consequential, punitive or exemplary damages. This limitation shall not apply to any fraud, criminal misconduct, wilful misconduct, gross negligence or malicious acts.

In the event of a data breach caused by a negligent act by Philer Inc. that resulted in the disclosing of your personal information to a third party, we will provide you with reasonable identity theft protection services on terms and conditions determined by us in our sole discretion.

Dispute Jurisdiction

The formation, interpretation, and performance of this Agreement, as well as any disputes arising from it, shall be governed by the laws of Ontario, Canada, and, where applicable, the laws of Canada, without regard to conflict of law principles. The exclusive jurisdiction and venue for any legal action related to this Agreement shall be the courts located in Ontario, Canada, and you consent to the personal jurisdiction of these courts. You waive any right to a jury trial in any proceeding related to this Agreement.

Transfer of Rights

You may not assign, resell, sub-license, or transfer any of your rights or obligations under this Agreement, in whole or in part, without our prior written consent. Any unauthorized assignment or transfer will be considered void. We may assign our rights and obligations, in whole or in part, to any third party as part of a sale of all or substantially all of our assets or stock, or in the event of a merger.

Access to Innovation (A2I) Program Participation

Philer is an active participant in the Law Society of Ontario's (LSO) Access to Innovation (A2I) program. It is important for you to be aware of the following:

• The LSO has not certified or endorsed the effectiveness of the Services.
• Philer is not a law firm and is a business owned by non-lawyers. Some of the people who manage Philer are not lawyers or paralegals licensed and regulated by the LSO.
• A lawyer who is licensed and regulated by the LSO oversees Philer's delivery of the Approved Services.
• Communications with or information provided to Philer may not be subject to solicitor-client privilege.
• Philer may be required under law to disclose information provided to it by the consumer, including to authorities or third parties.
• There is no statutory complaints process available for the Approved Services.
• Philer Inc.'s Partner Lawyers will be a law firm owned and managed solely by LSO Licensee(s), regulated by the LSO to the same extent as other law firms.
• The LSO is not responsible or liable for any claims, losses, damages, or matters arising from the advertising of Philer, the provision of Approved Services, or any other service issue or failure.

Acceptance of These Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Non-Legal Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Non-Legal Services.

Contacting Philer Inc.

If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us at philer.ai/contact-us or contact@philer.ai.