Version: 1.0 | Effective Date: January 1, 2026

ARTICLE 1 – DEFINITIONS

In these Terms of Use, the following terms have the meanings assigned to them below:

• "Brokerage Firm" means the mortgage brokerage firm holding a certificate issued by the Autorité des marchés financiers (AMF), on whose behalf the Broker acts.
• "Client" means any natural person whose Personal Information is processed on the Platform by the Broker in the course of their mortgage brokerage activities.
• "Broker" or "You" means the mortgage broker certified by the AMF who uses the Platform, whether individually or on behalf of a Brokerage Firm.
• "Authorized Employee" means any person (employee, administrative assistant, assistant or other staff member) authorized by a Broker, Brokerage Firm or Referral Partner to access and use the Platform on their behalf in the course of their duties. The Authorized Employee acts under the full responsibility of the Broker, Brokerage Firm or Referral Partner who authorized them.
• "Referral Partner" means any professional other than a mortgage broker (including financial planners, accountants, real estate brokers, lawyers, notaries or other) who uses the Platform to refer clients to Brokers, whether as part of the Paid Referral Feature (if eligible) or on a gratuitous basis.
• "Referral Feature" means the functionality offered by the Platform enabling Referral Partners to direct clients to Brokers. Referral Partners may use this feature gratuitously or for compensation, depending on what is permitted by their code of ethics or professional regulations.
• "End-User Client" means any natural person, whether an existing or potential client of a Broker or Referral Partner, who accesses the Platform to complete a calculation form, view a report or use any other consumer-facing functionality offered through the Platform.
• "User" means, depending on the context, a Broker, a Referral Partner, an Authorized Employee or an End-User Client who uses the Platform. When these Terms refer to "Broker" or "You", such provisions also apply to Referral Partners, Authorized Employees and End-User Clients, with necessary adaptations according to the nature of their activities or use.
• "Data" means all information, including Clients' Personal Information, that the Broker or Referral Partner uploads, enters or transmits on the Platform.
• "Privacy Incident" means any unauthorized access, use, disclosure, loss or other breach of Personal Information protection, within the meaning of the Act respecting the protection of personal information in the private sector (APPIPS).
• "Law 25" means the Act to modernize legislative provisions respecting the protection of personal information (S.Q. 2021, c. 25) and its implementing regulations, including amendments to the APPIPS.
• "Platform" means the RefinancePro.club software tool, including all its features, updates and subsequent versions.
• "RefinancePro" or "We" means Groupe Mésosapiens Inc., the company operating the RefinancePro.club Platform.
• "Personal Information" means any information concerning a natural person that allows them to be identified, within the meaning of the APPIPS.

ARTICLE 2 – PURPOSE AND ACCEPTANCE

2.1 Description of the Platform

The RefinancePro.club Platform is a software tool designed primarily for certified mortgage brokers in Quebec. It is also accessible to partner professionals (financial planners, accountants, lawyers, notaries or other) wishing to refer clients to mortgage brokers through the Platform, as well as to End-User Clients wishing to perform mortgage calculations or view reports. It offers the following functionalities: Tools for calculating mortgage penalties according to different lenders' methodologies; Tools for identifying refinancing and renewal opportunities; Tools for segmentation and prioritization of client files; Tools for configuring automated reminders and follow-ups; Tools for generating reports and analyses; Referral Feature enabling Referral Partners to direct clients to Brokers; Mortgage calculation tools and report viewing for End-User Clients.

2.2 Acceptance of Terms

By creating an account, accessing or using the Platform, You acknowledge that You have read, understood and agree to be bound by these Terms of Use in their entirety, including the Data Processing Agreement which forms an integral part thereof.

2.3 Legal Capacity

You represent and warrant that: (a) if You are a Broker, You hold a valid mortgage broker certificate issued by the AMF, or You are duly authorized to act on behalf of a Brokerage Firm holding such a certificate; (b) if You are a Referral Partner, You are a professional duly authorized to practice in your area of expertise in accordance with applicable laws and regulations; (c) if You are an End-User Client, You are of legal age and have the legal capacity to enter into contracts; and (d) in all cases, You have the legal capacity to enter into these Terms.

2.4 Nature of the Platform and Responsibilities

The User expressly acknowledges and agrees that:

• The Platform is a technological tool for decision support and analysis; it does not constitute a financial advisory service within the meaning of the Act respecting the distribution of financial products and services (ADFPS) and RefinancePro is not registered with the AMF as a broker, firm or representative;
• Penalty calculations, savings projections, refinancing analyses and all other results generated by the Platform are estimates based on data entered by the User and on general calculation methodologies; these results may differ significantly from actual amounts calculated by financial institutions;
• No advisory, mandate or representation relationship is created between RefinancePro and the User solely by virtue of using the Platform;

Furthermore, depending on the User category:

• Brokers and Referral Partners: As professionals, you remain solely responsible for validating all results generated by the Platform with the relevant financial institutions before using them, presenting them to your clients or making any recommendations. The Platform does not replace your professional judgment and you assume full responsibility for the advice and services you provide to your clients, even when based on data or analyses from the Platform.
• End-User Clients: The information provided by the Platform is for educational and informational purposes only and does not constitute personalized financial advice. You must consult an AMF-certified mortgage broker, a financial planner or any other qualified professional before making any financial decision, and verify all results directly with your financial institution.

ARTICLE 3 – USER ACCOUNT

3.1 Account Creation

Access to the Platform requires the creation of a user account. You agree to provide accurate, complete and up-to-date information when registering and to maintain it as such throughout your use of the Platform.

3.2 Account Security

You are solely responsible for the confidentiality of your login credentials and for all activities carried out under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach.

3.3 Authorized Employees

Brokers, Brokerage Firms and Referral Partners may authorize Authorized Employees to access the Platform on their behalf, subject to the following conditions: Each Authorized Employee must have their own login credentials; sharing credentials is prohibited; The Broker, Brokerage Firm or Referral Partner remains fully responsible for all acts and omissions of their Authorized Employees on the Platform; The Broker, Brokerage Firm or Referral Partner agrees to ensure that their Authorized Employees comply with these Terms and all applicable confidentiality obligations; An Authorized Employee's access must be revoked immediately when they cease to be employed by the Broker, Brokerage Firm or Referral Partner, or when their authorization is withdrawn for any other reason.

ARTICLE 4 – PRICING AND PAYMENT

4.1 Subscription

Use of the Platform is offered according to the plans and rates in effect, available on our website. Subscription fees are billed monthly and payable in advance.

4.2 Price Changes

RefinancePro reserves the right to modify its rates upon thirty (30) days' written notice. New rates will apply to the next billing cycle following expiration of the notice period.

ARTICLE 5 – BROKER OBLIGATIONS

5.1 Compliant Use

You agree to use the Platform only for its intended purpose, namely: (a) for Brokers, the management of their mortgage brokerage activities; (b) for Referral Partners, the referral of clients to Brokers through the Platform; (c) for End-User Clients, the use of mortgage calculation tools and report viewing. In all cases, use must comply with all applicable laws and regulations.

5.2 Professional Responsibility

You acknowledge that the Platform is a decision-support tool and that Brokers remain fully responsible for all recommendations and advice they provide to their Clients. The calculations and analyses provided by the Platform are presented for informational purposes only and do not constitute financial advice.

5.4 Accuracy of Information and Calculation Limitations

All calculations, analyses, reports and results generated by the Platform are provided for informational purposes only and are dependent on the accuracy, completeness and quality of the information provided by Users. Under no circumstances can RefinancePro guarantee the accuracy of results. Without limiting the generality of the foregoing: Mortgage penalty calculations are estimates based on methodologies generally used by lenders, but may differ from actual amounts charged by each financial institution; Savings projections and comparative analyses are provided for informational purposes and do not constitute a guarantee of results; Interest rates and market conditions may change at any time and affect the validity of calculations; It is the responsibility of each User to verify results with the relevant financial institutions, a mortgage broker or another certified professional before making any financial decision.

5.3 Regulatory Compliance

You are solely responsible for ensuring that your use of the Platform and your communications with your Clients comply with the requirements of your regulatory body (AMF for mortgage brokers, professional orders for other Users), applicable codes of ethics, and any other relevant regulations.

5.4 Referral Feature – Rules and Restrictions

5.4.1 General Principles

The Platform offers a Referral Feature enabling Referral Partners to direct clients to Brokers. This feature is subject to the ethical and regulatory rules applicable to each profession. The Referral Partner acknowledges that the legality of referring clients, and particularly of doing so for compensation, depends on their profession and code of ethics.

5.4.2 Professions for which Paid Referrals are PROHIBITED

In accordance with their respective codes of ethics, the following professionals may not receive any compensation, commission, referral fee or other direct or indirect financial benefit from RefinancePro, a Broker or any other person in connection with client referrals:

• Lawyers (members of the Barreau du Québec or any other Canadian bar) – Fee sharing with non-lawyers is prohibited under section 3.05.14 of the Code of ethics of advocates;
• Notaries (members of the Chambre des notaires du Québec) – Fee sharing is prohibited under section 33 of the Code of ethics of notaries (chapter N-3, r. 2).

These professionals may only refer clients gratuitously via the Referral Feature. Any attempt to refer a client for compensation constitutes a violation of these Terms and may result in suspension or termination of the account.

5.4.3 Professions for which Paid Referrals are PERMITTED with conditions

The following professionals may refer clients for compensation via the Referral Feature, subject to compliance with their ethical obligations:

• Chartered Professional Accountants (CPAs): Must inform their clients of the existence of any commission, obtain their consent and maintain their professional independence (sections 34 to 38 of the CPA Code of ethics);
• Financial Planners: Must disclose to their clients any remuneration received and avoid conflicts of interest (IQPF Code of ethics and AMF regulations, as applicable);
• Real Estate Brokers: Must comply with OACIQ rules regarding collaborations and disclosure of business relationships.

5.4.4 Referral Partner Declaration and Commitment

By registering for the Referral Feature, the Referral Partner represents and warrants: Having verified with their professional order or regulatory body whether paid referrals are permitted; Registering only for the component of the Feature (gratuitous or paid) that is compatible with their ethical obligations; Disclosing to their clients, in accordance with their professional obligations, any benefit they receive or may receive in connection with a referral; Never compromising their professional independence or allowing the Referral Feature to unduly influence their recommendations to clients; Assuming full responsibility for any ethical violation resulting from their participation in the Referral Feature.

5.4.5 RefinancePro's Disclaimer of Liability

RefinancePro assumes no responsibility for the ethical compliance of the Referral Partner's activities. RefinancePro does not have the ability to verify the professional status or ethical restrictions applicable to each Referral Partner. In the event of a disciplinary complaint, sanction or lawsuit resulting from a Referral Partner's participation in the Referral Feature, the Referral Partner agrees to indemnify and hold RefinancePro harmless in accordance with Article 15.

SECTION II – DATA PROCESSING AGREEMENT

ARTICLE 6 – ROLES AND RESPONSIBILITIES

6.1 Capacity of the Parties

For the purposes of processing Clients' Personal Information:

• The Broker or Referral Partner acts as the data controller ("person who collects personal information" within the meaning of the APPIPS). The Broker or Referral Partner determines the purposes and means of processing their Clients' Personal Information.
• RefinancePro acts as a processor/mandatary ("person to whom the enterprise entrusts the performance of mandates" within the meaning of section 18.3 APPIPS). RefinancePro processes Personal Information only in accordance with the Broker's or Referral Partner's instructions and for the purpose of operating the Platform.

6.2 Compliance with Federal and Provincial Laws

RefinancePro undertakes to comply with both the Act respecting the protection of personal information in the private sector (APPIPS, Quebec) and the Personal Information Protection and Electronic Documents Act (PIPEDA, Canada), depending on which applies to the User based on their province of residence. For Users residing in Quebec, the APPIPS and its amendments introduced by Law 25 apply. For Users residing in other Canadian provinces, PIPEDA applies, subject to any substantially similar provincial legislation recognized by the federal government. In the event of a discrepancy between the two regimes, RefinancePro will apply the more protective standard.

6.3 Broker's and Referral Partner's Responsibility

The Broker or Referral Partner remains responsible for the Personal Information entrusted to RefinancePro and agrees to: Ensure that the collection of Personal Information from Clients was carried out in compliance with the law; Inform Clients, in their privacy policy or otherwise, that their information may be shared with technology service providers for file management; Limit the Data uploaded to the Platform to information necessary for the exercise of their mortgage brokerage mandate; Promptly notify RefinancePro of any access, rectification or deletion request made by a Client regarding their Personal Information.

ARTICLE 7 – AUTHORIZED PROCESSING PURPOSES

7.1 Exclusive Purposes

RefinancePro agrees to process Clients' Personal Information only for the following purposes, strictly related to the operation of the Platform: Enabling the use of tools for calculating mortgage penalties and analyzing potential savings; Enabling the use of tools for identifying renewal and refinancing opportunities; Enabling the use of tools for segmentation, prioritization and management of client files; Enabling the Broker or Referral Partner to configure and trigger communications (emails, SMS) to their Clients via the Platform's tools; Enabling the use of tools for generating reports and statistics; Enabling the use of the Referral Feature by Referral Partners; Enabling End-User Clients to use calculation tools and view their reports; Enabling End-User Clients who wish to do so to express their interest in being contacted by a Broker, based on their preferences; Providing technical support and Platform maintenance.

7.2 Consent for Electronic Communications (CASL)

In accordance with Canada's Anti-Spam Legislation (S.C. 2010, c. 23), the Broker or Referral Partner acknowledges and warrants that: They have obtained express consent from their Clients before sending commercial electronic messages via the Platform, or that they have valid implied consent within the meaning of CASL; Messages sent via the Platform comply with CASL form requirements, including sender identification and a functional unsubscribe mechanism; They maintain a record of consents obtained and can demonstrate their validity upon request; They will indemnify RefinancePro for any claim, fine or penalty arising from non-compliance with CASL in the use of the Platform's communication features.

7.3 Prohibition on Secondary Use

RefinancePro expressly agrees to never use Clients' Personal Information for its own purposes, including marketing, profiling, sale to third parties or product development, unless such information has been previously anonymized irreversibly.

ARTICLE 8 – REFINANCEPRO OBLIGATIONS

8.1 Confidentiality

RefinancePro agrees to maintain the confidentiality of all Personal Information processed in connection with the use of the Platform and to disclose it only to employees, subcontractors or agents who need access to ensure the operation of the Platform, who are bound by equivalent confidentiality obligations.

8.2 Security Measures

RefinancePro implements and maintains appropriate technical and organizational security measures to protect Personal Information against unauthorized access, loss, destruction, use, modification or disclosure. These measures include:

• Data encryption: encryption at rest (AES-256) and in transit (TLS 1.3);
• Access control: two-factor authentication (2FA), role-based access management, strong password policies;
• Monitoring and logging: access and modification logging, anomaly monitoring;
• Secure infrastructure: firewalls, intrusion detection systems, regular updates;
• Backups: regular encrypted backups with periodic restoration testing;
• Staff training: awareness of personal information protection and cybersecurity.

8.3 Incident Notification

In the event of a Privacy Incident involving Clients' Personal Information, RefinancePro agrees to notify the affected Broker or Referral Partner as soon as possible and no later than twenty-four (24) hours after discovering the incident. This notification will include the nature of the incident, the categories and approximate number of individuals affected, the likely consequences and the measures taken or proposed to address it.

8.4 Privacy Officer

In accordance with section 3.1 of the APPIPS, RefinancePro has designated a Privacy Officer whose contact information is published on its website. Any questions, access or rectification requests, or complaints relating to the protection of personal information may be addressed to the Privacy Officer at: [email protected].

8.5 Cooperation

RefinancePro agrees to cooperate with the Broker or Referral Partner to enable them to respond to any rights exercise request made by a Client (access, rectification, deletion, portability) and to any investigation or audit by the Commission d'accès à l'information du Québec (CAI) or the Office of the Privacy Commissioner of Canada (OPC), as applicable.

ARTICLE 9 – SUB-PROCESSING

9.1 General Authorization

The Broker and Referral Partner authorize RefinancePro to engage sub-processors for the performance of certain components of the Platform (hosting, email sending, etc.), provided that such sub-processors are bound by personal information protection obligations at least equivalent to those set forth herein.

9.2 List of Sub-processors

The list of current sub-processors is available upon request and includes:

9.3 Change Notification

RefinancePro will inform the Broker or Referral Partner of any addition or replacement of sub-processors with reasonable notice. The Broker or Referral Partner will have thirty (30) days to object to the change. In case of justified objection, the parties will discuss in good faith an alternative solution.

ARTICLE 10 – TRANSFERS OUTSIDE QUEBEC

10.1 Data Location

Personal Information is hosted on servers located in Canada. However, certain ancillary services (transactional email and SMS delivery) may involve data processing in the United States by our sub-processors. RefinancePro has conducted a privacy impact assessment (PIA) and has implemented appropriate contractual safeguards with these sub-processors to ensure an adequate level of protection in accordance with Law 25.

10.2 Broker's and Referral Partner's Obligations for Transfers Outside Quebec

If Personal Information is transferred outside Quebec, the Broker or Referral Partner acknowledges having been informed of this transfer and agrees that RefinancePro may proceed with this transfer on their behalf. The Broker or Referral Partner remains responsible for ensuring that this transfer complies with their own obligations under Law 25, particularly with respect to privacy impact assessments.

10.3 Privacy Impact Assessment (PIA)

RefinancePro has conducted a privacy impact assessment (PIA) in accordance with section 17 of the APPIPS before communicating personal information outside Quebec. A summary of this assessment is available upon written request to the Privacy Officer.

ARTICLE 11 – DURATION AND END OF PROCESSING

11.1 Retention

RefinancePro will retain Personal Information for as long as necessary for the operation of the Platform and to comply with applicable legal obligations. The Broker or Referral Partner may request deletion of specific data at any time.

11.2 End of Contract

Upon termination or expiration of these Terms, for any reason, RefinancePro agrees to: Immediately cease all processing of Clients' Personal Information, except as necessary to perform the obligations set forth in this article; At the Broker's or Referral Partner's request, provide a copy of the Data in a structured, commonly used format (CSV, JSON or other agreed format) within thirty (30) days; Securely delete all Personal Information and copies within sixty (60) days following termination, unless a longer legal retention obligation applies, in which case RefinancePro will inform the Broker or Referral Partner.

ARTICLE 12 – AUDIT AND VERIFICATION

Upon reasonable request by the Broker or Referral Partner, RefinancePro will provide the information necessary to demonstrate compliance with the obligations set forth herein, including documentation relating to security measures in place, certifications obtained (if any) and third-party audit reports, subject to confidentiality obligations to other clients.

SECTION III – GENERAL PROVISIONS

ARTICLE 13 – INTELLECTUAL PROPERTY

13.1 RefinancePro Rights

The Platform, including its source code, interface, algorithms, documentation and all components thereof, remains the exclusive property of RefinancePro. These Terms grant the Broker or Referral Partner only a limited, non-exclusive, non-transferable right to use the Platform during the term of their subscription.

13.2 Broker and Referral Partner Data

The Broker and Referral Partners remain the owners of all Data they upload to the Platform. RefinancePro acquires no ownership rights in such Data.

ARTICLE 14 – LIMITATION OF LIABILITY

14.1 Disclaimer of Warranties

The Platform is provided "as is" and "as available". RefinancePro does not warrant that the Platform will be accessible without interruption, error-free or that the results obtained will be accurate or reliable. Penalty calculations, savings projections and all other analyses are provided for informational purposes only, are dependent on the information entered by Users, and should not be considered as financial advice. Each User remains responsible for verifying any result with the relevant financial institutions, a mortgage broker or another certified professional before making a decision.

14.2 Disclaimer of Liability for Results

Without limiting the scope of Article 2.4, RefinancePro expressly disclaims any liability for: Any difference between results displayed by the Platform and actual amounts calculated by financial institutions, regardless of the cause; Any financial loss, missed opportunity or damage of any nature resulting from the use of Platform results without prior validation with financial institutions; Advice, recommendations or services provided by Brokers or Referral Partners to their clients, even if such advice is based on information obtained through the Platform – professional liability remaining entirely with the Broker or Referral Partner; Any decision made by an End-User Client based on information provided by the Platform without having consulted a qualified professional; Any claim by a client or third party alleging that RefinancePro provided financial advice, RefinancePro's services being strictly limited to the provision of a technological tool.

14.3 Liability Cap

To the fullest extent permitted by law, RefinancePro's total liability to the Broker or Referral Partner, for any cause whatsoever, shall be limited to the subscription fees actually paid by the Broker or Referral Partner during the twelve (12) months preceding the event giving rise to the claim.

14.4 Exclusion of Indirect Damages

In no event shall RefinancePro be liable for indirect, incidental, special, punitive or exemplary damages, including loss of profits, revenue, data or business opportunities, even if RefinancePro has been advised of the possibility of such damages.

14.5 Consumer Protection Reserve

Notwithstanding the foregoing, the limitations and exclusions of liability set forth in Articles 14.1, 14.2, 14.3 and 14.4 apply to End-User Clients only to the extent permitted by the Consumer Protection Act (CQLR, c. P-40.1) and other applicable public order legislation. No provision of these Terms shall be construed as limiting or excluding rights granted to consumers under such laws, which shall prevail in the event of any inconsistency.

ARTICLE 15 – INDEMNIFICATION

The Broker or Referral Partner agrees to indemnify and hold RefinancePro harmless from any claim, loss, damage, liability and expense (including reasonable attorneys' fees) arising out of or related to: (a) the Broker's or Referral Partner's use of the Platform in violation of these Terms; (b) any breach by the Broker or Referral Partner of their obligations under applicable law; (c) any third-party claim, including from a Client, arising from the Broker's or Referral Partner's professional services.

ARTICLE 16 – NON-DISPARAGEMENT

16.1 Non-Disparagement Commitment

The User agrees not to disparage, defame or harm the reputation of RefinancePro, its officers, employees, partners or the Platform, whether verbally, in writing, on social media, online review sites, forums or any other media or communication platform.

16.2 Public Communications

The User agrees that any public communication concerning RefinancePro or the Platform shall be accurate, non-misleading and free from false, malicious or reputation-damaging statements. Constructive and good faith criticism regarding the Platform is not covered by this clause.

16.3 Duration of Commitment

The non-disparagement commitment set forth in this Article shall remain in effect throughout the use of the Platform and for a period of two (2) years following the termination of these Terms, regardless of the cause of termination.

16.4 Remedies

In the event of a breach of this clause, RefinancePro reserves the right to: (a) immediately suspend or terminate the User's access to the Platform; (b) require the immediate removal of any defamatory or disparaging content; (c) claim damages for any harm suffered, including reputational damage and commercial losses; and (d) seek injunctive relief to stop the wrongful conduct.

ARTICLE 17 – TERM AND TERMINATION

17.1 Term

These Terms come into effect on the date of acceptance by the Broker or Referral Partner and remain in effect until terminated in accordance with the provisions hereof.

17.2 Termination by the Broker or Referral Partner

The Broker or Referral Partner may terminate their subscription at any time by canceling their account via the Platform or by notifying us in writing. Termination will take effect at the end of the current subscription period and no refund will be granted for the remaining period.

17.3 Termination by RefinancePro

RefinancePro may terminate these Terms in the following cases:

• Termination with notice and cure period: In the event of a remediable breach of these Terms, RefinancePro will notify the User in writing of the nature of the breach and grant them fifteen (15) days to remedy it. If the breach is not cured within this period, RefinancePro may terminate the Terms immediately;
• Immediate termination without notice: RefinancePro may terminate these Terms immediately and without notice in the event of: (i) non-payment of subscription fees after a payment reminder that has gone unanswered for ten (10) days; (ii) use of the Platform for illegal, fraudulent or professionally unethical purposes; (iii) breach of personal information protection laws causing or likely to cause harm to third parties; (iv) breach of the security or integrity of the Platform; or (v) loss of AMF certificate or disbarment from a professional order.

ARTICLE 18 – AMENDMENTS

RefinancePro reserves the right to amend these Terms at any time. Material amendments will be notified to the Broker or Referral Partner by email or via the Platform with at least thirty (30) days' notice. Continued use of the Platform after the effective date of the amendments constitutes acceptance of the amended Terms.

ARTICLE 19 – FORCE MAJEURE

19.1 Definition

A force majeure event means any unforeseeable, unavoidable event beyond the reasonable control of the parties, including but not limited to: natural disasters (floods, earthquakes, fires, storms); pandemics or epidemics; acts of war, terrorism, riot or sabotage; large-scale cyberattacks; widespread Internet, telecommunications or power outages; failures of essential third-party service providers (hosting, payment gateway); general strikes; and any act, law, regulation, directive or governmental decision preventing the performance of obligations.

19.2 Effects

Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms if such delay or failure results from a force majeure event. The affected obligations shall be suspended for the duration of the force majeure event, and such suspension shall not constitute a breach or default.

19.3 Notification

The party affected by a force majeure event shall notify the other party as soon as practicable, specifying the nature of the event, its expected duration and the obligations affected. The affected party shall also notify the other party when the force majeure event has ceased.

19.4 Extended Duration

If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms by written notice, without penalty or compensation. In such case, prepaid subscription fees shall be refunded on a pro rata basis for the unused period.

ARTICLE 20 – MISCELLANEOUS PROVISIONS

20.1 Mandatory Pre-Litigation Mediation

Before initiating any legal proceedings arising from these Terms or their performance (except for injunction or urgent conservatory measures), the parties agree to submit their dispute to private mediation. The mediation shall be conducted by a mediator accredited by the Institut de médiation et d'arbitrage du Québec (IMAQ) or any other recognized body, selected by mutual agreement of the parties. Mediation costs shall be shared equally between the parties unless otherwise agreed. If the parties fail to reach a settlement within sixty (60) days of the mediation request, they shall be free to submit the dispute to the competent courts. This clause does not apply to End-User Clients who benefit from the protections of the Consumer Protection Act.

20.2 Governing Law and Jurisdiction

These Terms are governed by the laws of Quebec and the federal laws of Canada applicable therein. Any dispute arising from these Terms shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Montreal.

20.3 Recognition of Provincial Laws (Users Outside Quebec)

For Users residing in a Canadian province other than Quebec, the mandatory provisions of consumer protection legislation of their province of residence shall apply to the extent they offer greater protection than these Terms. Without limiting the generality of the foregoing, the following laws may apply depending on the province of residence: the Consumer Protection Act, 2002 (Ontario), the Business Practices and Consumer Protection Act (British Columbia), the Consumer Protection Act (Alberta), or any other equivalent provincial legislation.

20.4 Alternative Jurisdiction (End-User Clients Outside Quebec)

Notwithstanding Article 20.2, an End-User Client residing in a Canadian province other than Quebec may, at their option, submit any dispute arising from these Terms to the competent courts of their province of residence, in accordance with the consumer protection laws applicable therein. This option is not available to Brokers or Referral Partners, who remain subject to the exclusive jurisdiction of the Quebec courts.

20.5 Entire Agreement

These Terms, including the Data Processing Agreement, constitute the entire agreement between the parties regarding the use of the Platform and supersede all prior agreements, negotiations and discussions.

20.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the other provisions shall remain in full force and effect and the invalid provision shall be interpreted so as to give effect to the parties' intent to the fullest extent permitted by law.

20.7 Assignment

The Broker or Referral Partner may not assign or transfer these Terms without the prior written consent of RefinancePro. RefinancePro may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets.

20.8 Notices

Any notice required or permitted under these Terms shall be in writing and sent by email to the address provided at registration (for the Broker or Referral Partner) or to [email protected] (for RefinancePro).

20.9 Language

These Terms were drafted in French. In case of translation, the French version shall prevail.

20.10 Survival

The provisions of these Terms that by their nature should survive termination or expiration of the contract shall remain in effect thereafter, including in particular the articles relating to: intellectual property (Article 13), limitation of liability (Article 14), indemnification (Article 15), non-disparagement (Article 16), confidentiality and personal information protection obligations (Articles 6 to 12), and miscellaneous provisions (Article 20).

20.11 Waiver of Class Actions (Professional Users)

To the fullest extent permitted by applicable law, the Broker and Referral Partner waive their right to participate in any class action against RefinancePro and agree that any dispute shall be resolved on an individual basis. This clause does not apply to End-User Clients.

For any questions regarding these Terms: RefinancePro.club Email: [email protected] 1060 rue Montarville Longueuil, QC, Canada J4H 2M4