The terms for using Autowrite.

01Acceptance of These Terms

These Terms form a binding agreement between you and Autowrite. Your subscription may also be governed by a SaaS Subscription Agreement, a Broker Onboarding Agreement, and a Data Processing Agreement; where those agreements conflict with these Terms, the signed agreement prevails for its subject matter.

02About Autowrite (No Mortgage Advice)

Autowrite provides a technology platform that helps licensed mortgage professionals with document intake, data extraction, compliance automation, and pre-filling loan-origination-system forms. Autowrite is not a mortgage brokerage, does not provide mortgage advice, does not arrange or negotiate mortgages, and does not guarantee mortgage approvals or lender acceptance.

03Eligibility to Use the Services

The Services are intended only for use by licensed mortgage professionals in Canada acting in the course of their licensed activities. By using the Services, you represent and warrant that you hold all required licences and registrations and are acting on behalf of a licensed mortgage brokerage or agent.

04Accounts and Security

You are responsible for maintaining the confidentiality of your login credentials, for enabling required security controls such as multi-factor authentication, and for all activity occurring under your account. You must notify us immediately of any unauthorized use or suspected security breach of your account at info@autowrite.ca.

05Acceptable Use

Your use of the Services must comply with our Acceptable Use Policy, which is incorporated into these Terms by reference. Among other things, you agree not to misrepresent your licensing status, use the Services to provide consumer-facing mortgage advice, upload unlawful or fraudulent content, or attempt to reverse-engineer, scrape, hack, phish, pharm, spider, crawl, resell, or otherwise circumvent the security features of the Services or any other website or service (including the Internet) via our Services.

06Beta and Early-Access Services

We may make features, products, or environments available on a beta, preview, trial, or early-access basis (“Beta Services”). Beta Services are provided for evaluation, may be incomplete or unstable, may change or be withdrawn at any time at Autowrite’s sole discretion, and are offered on an “as is” and “as available” basis without any warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and without any support commitment or service level. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. You should not rely on Beta Services for production workloads, and we are not liable for any loss or damages of any kind whatsoever (including but not limited to loss of profits, business interruption, or loss of information) arising out of or relating to their use.

07Fees, Billing, and Taxes

If you subscribe to a paid plan, you agree to pay all fees set out in your subscription plan, plus applicable GST/HST and other applicable taxes. Fees are billed in advance, monthly or annually, and are non-refundable except as expressly stated. We may change pricing, at Autowrite’s sole discretion, on renewal with at least thirty (30) days’ notice. Overdue amounts may accrue interest and may result in the termination or suspension of all or part of the Services.

08Free Trials

We may offer free trials at our sole discretion. Trials are provided on an “as is” and “as available” basis without any warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. Trials may also be limited in features or duration, and may be modified or terminated at any time and at Autowrite’s sole discretion. Autowrite reserves the right to delete any data entered during a trial if you do not subscribe.

09Modifications to the Services

We continuously improve the Services and may add, change, or remove features from time to time. We will not materially reduce the core functionality of a paid subscription during its term without reasonable notice. At Autowrite’s sole discretion, we may also impose or adjust usage limits, and we may discontinue all or part of the Services with reasonable advance notice and a pro-rata refund of prepaid, unused fees where required by applicable law.

10Data Protection and Privacy

Your use of the Services is subject to our Privacy Policy. For borrower information, the broker is the Controller and Autowrite acts as the Processor (as these terms are defined in our Privacy Policy); this processing is governed by our Data Processing Agreement. You are responsible for obtaining all borrower consents required by law before uploading information. By using the Services, you represent and warrant that you have read and understood our Privacy Policy and agree to our processing of your personal information as described in our Privacy Policy.

11Intellectual Property

You understand and agree that all features, functionalities, content, software, models, trademarks, and documentation forming part of the Services, including, but not limited to, all information, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Automata Intelligence Inc. or its licensors and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Autowrite name, the Autowrite logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Autowrite or its affiliates or licensors. You must not use such marks without the prior written permission of Autowrite. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You are not permitted to modify copies of any materials from the Services nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

We grant you a limited, non-exclusive, revocable, non-transferable right to use the Services only for your internal business purposes during your subscription term. All rights not expressly granted in these Terms are reserved to us. Nothing contained in these Terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trademark or other intellectual property right of ours or of any other person or entity, including our licensors.

12Your Data

You and your borrowers retain all rights in the data you submit (“Customer Data”). You grant us a limited licence to host, process, and transmit Customer Data solely to provide and support the Services and as instructed by you. You are responsible for the accuracy, quality, and legality of Customer Data. Notwithstanding the foregoing, you agree that we may create and use de-identified or aggregated data derived from platform usage to operate and improve the Services, provided it does not identify you or any individual.

13Feedback

If you provide suggestions, ideas, recommendations, concepts, ratings, reviews, comments, photos and/or audio-video clips of your use of the Services or other feedback about the Services (collectively, “Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose without obligation or compensation to you. You represent and warrant that the Feedback you provide us is original to you and that you are the author of same, and that your Feedback does not and will not infringe the rights (including, but not limited to, the privacy rights, confidentiality rights, copyrights, trademark rights, moral rights, and any other intellectual property rights) of any other person or entity. You also consent to our crediting or not crediting your authorship of the Feedback and/or other disclosures of your identity in connection with the Feedback, in accordance with these Terms, our Privacy Policy and applicable laws. Notwithstanding the foregoing, we will not identify you as the source of Feedback without your consent.

14Third-Party Services and Integrations

The Services may interoperate with third-party products such as loan-origination systems and identity providers. We are not responsible for third-party services, and your use of them is governed by their own terms. We may suspend an integration if a third party changes or discontinues access. Any links and references to third-party websites from our Services are provided to you as a convenience only. We do not review, and we do not expressly or implicitly endorse, other products, services, brands and websites or any information or material related to them, or the accessibility thereof, via such links or references. We do not assume any responsibility for any such third-party products, services, brands and websites, information or material posted in relation to them including third-party products or services offered thereon. If you access such third-party links and websites, you do so at your own risk and your use and access of such third-party links and websites expressly exonerates us of any liability. Your use of such third-party websites will be governed by the separate terms and conditions applicable to the use of such websites. You may not create links from other websites to our Services and vice versa.

15Service Availability and Support

We use commercially reasonable efforts to keep the Services available, targeting 99.5% monthly uptime excluding scheduled maintenance and any reasons beyond our reasonable control, including force majeure, with higher service levels available to Enterprise customers under a separate service level agreement. Support is provided by email during business hours (i.e., 9am to 5pm Eastern Standard Time). We do not warrant uninterrupted or error-free operation.

16Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE (ON OUR OWN BEHALF AND ON BEHALF OF EACH OF OUR AFFILIATES) EXPRESSLY DISCLAIM (AND YOU HEREBY WAIVE) ALL REPRESENTATIONS AND WARRANTIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, ACCURACY, AND NON-INFRINGEMENT, (B) REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, AVAILABILITY, TIMELINESS, USEFULNESS, OR RELIABILITY OF THE SERVICES (INCLUDING ANY CONTENT THEREON), AND (C) REPRESENTATIONS AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING ANY OF THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, ACHIEVE ANY RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM, OR SERVICE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARD, OR BE ERROR-FREE, THAT ANY ERROR OR DEFECT CAN OR WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE FROM ANY VIRUS, HARMFUL CODE, OR UNAUTHORIZED ACCESS. WE WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY VIRUS, HARMFUL CODE, UNAUTHORIZED ACCESS, OR THIRD-PARTY MATERIAL. Autowrite does not warrant any mortgage approval, lender acceptance, or regulatory outcome.

17Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTOWRITE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES YOU PAID TO AUTOWRITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. AUTOWRITE WILL NOT (NOR WILL ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS OF ANY OF THE FOREGOING) BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR REGULATORY PENALTIES, EVEN IF FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED BY LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY AND, SOLELY TO THE EXTENT NOT SO ALLOWED, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

18Indemnification

You agree to indemnify, defend, and hold harmless Autowrite, its affiliates and their respective directors, officers, and employees, as well as all successors and assigns of each of the foregoing, from and against any claims, damages, losses, liabilities, judgments, awards, costs, fees and expenses (including reasonable legal fees) arising out of or relating to your use or misuse of the Services, your violation of these Terms or applicable law, any unauthorized access to or use of your account on the Services (to the extent arising from your violation of these Terms or applicable law), your failure to obtain valid borrower consent, or your inaccurate or fraudulent submissions.

19Suspension and Termination

We reserve the right, in our sole discretion, to suspend or terminate your access to all or any part of the Services including, without limitation, by closing your account immediately if: (i) you violate these Terms or applicable law, (ii) fail to pay fees when they are due, (iii) create a security or legal risk to Autowrite or any other person, (iv) or if your brokerage licence is suspended, expired, or revoked. We will try to give you reasonable notice of any such termination or suspension but (subject to applicable laws) our failure or omission to do so shall not incur any liability on our part. You may stop using the Services at any time. Data handling on termination is governed by the Data Processing Agreement.

20Confidentiality

Each party may receive confidential information of the other. Each party agrees to protect the other’s confidential information with reasonable care and to use it only as needed to perform its obligations under these Terms, except where disclosure is required by applicable law.

21Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt in good faith to resolve any dispute by negotiation: the complaining party will send a written notice describing the dispute, and senior representatives of each party will confer within thirty (30) days of the other party receiving such notice. If the dispute is not resolved within sixty (60) days of receipt of that notice, either party may pursue the remedies available under Section 22 (Governing Law and Jurisdiction). This Section 21 does not prevent either party from seeking urgent injunctive relief to protect its intellectual property, confidential information, or data.

22Governing Law and Jurisdiction

These Terms are 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 conflict-of-laws rules. Subject to Section 21 (Dispute Resolution), the courts of Ontario have exclusive jurisdiction over any dispute, and you consent to that jurisdiction and venue.

23Changes to These Terms

We may update these Terms from time to time. We will post the revised Terms with an updated “Last updated” date and version and, where changes are material, provide notice to the extent required by applicable law. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the changes in these Terms, it is your responsibility to stop using the Services. Previous versions of these Terms are available on request.

24General

• Entire agreement. These Terms, together with any applicable subscription, onboarding, and data processing agreements (including all then-current amendments and updates hereto or replacements hereof), constitute the entire agreement between the parties with respect to the use of the Services.
• Survival. Sections that by their nature should survive termination for any reason – including Sections 10 (Data Protection and Privacy), 11 (Intellectual Property), 12 (Your Data), 13 (Feedback), 16 (Disclaimers), 17 (Limitation of Liability), 18 (Indemnification), 20 (Confidentiality), 21 (Dispute Resolution), and 22 (Governing Law and Jurisdiction) - survive.
• Severability. If any provision is found invalid or unenforceable, it shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.
• Waiver. Our failure or delay to enforce any provisions of these Terms, or to assert any right, remedy or defence, or to respond to a breach by you or any third party of these Terms shall not in any way waive our right to subsequently enforce any of the terms contained herein, or to act with respect to similar breaches by you or by any third party (including anyone under your supervision or control), nor waive our right to assert any of our rights, remedies or defences.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. Notices may be provided electronically and are deemed delivered upon transmission.
• Headings. The headings used herein are inserted for convenience of reference only and do not affect the construction or interpretation of these Terms.

25Contact Us

If you have any questions about these Terms, please direct them to:

• Automata Intelligence Inc. (operating as Autowrite)
• 37 Leadership Drive, Brampton, Ontario L6Y 5T2, Canada
• Email: info@autowrite.ca