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Terms of Use

Windfal Technologies Inc.
Terms of Use (Canada)

Effective upon: May 1st, 2026
Last updated: March 13th, 2026

1. Introduction

Windfal Technologies Inc. ("Windfal", "us", "we", or "our") owns and operates an online platform consisting of Windfal's website https://www.windfal.com/ (the "Windfal Website"), Windfal's mobile application (the "Windfal App") and Windfal's web-based customer relationship management portal (the "Windfal Portal"). The Windfal Website, Windfal App and Windfal Portal have been designed for homeowners (each, a "Homeowner"), real estate agents (each, an "Agent") and third-party providers of home maintenance, renovation and repair services (each, a "Home Services Contractor"), to: (i) help Homeowners maintain and enhance the value of their homes, (ii) bring clarity, transparency, and choice to the housing lifecycle long before a traditional real estate sale listing, and (iii) enable informed decisions and trust-based relationships among Homeowners, Agents, Home Services Contractors and others involved in the home ownership journey.

We have implemented these Terms of Use to govern your use of the Windfal Website, the Windfal App, Windfal Portal and any related software, applications, webpages, and any information and content relating to the foregoing, including without limitation, HTML, software, code, data, text, documents, images, photographs, videos, icons, and designs (collectively, the "Windfal Content"), whether you are a Homeowner, Agent or Home Services Contractor (collectively, a "User").

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL, THE WINDFAL SERVICES (AS DEFINED BELOW) OR THE WINDFAL CONTENT, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. If you do not agree to these Terms of Use, then you have no right to access or use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content. If these Terms of Use are being entered into by a corporation or other legal entity, you represent that you have the authority to enter into these Terms of Use to bind such entity and its affiliates to these Terms of Use as its authorized representative, in which case the terms "you" or "your" refer to such entity and its affiliates as well as you.

The Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content are not intended for use by minors (being individuals who are not of legal age in the jurisdiction in which they reside). If you are a minor, you should only use the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content with the permission and under the supervision of a parent or guardian.

2. Windfal Services

Windfal provides the following through the Windfal Website, Windfal App and the Windfal Portal:

  1. for informational purposes only, an inspection-powered digital home record and condition-adjusted valuation derived from a proprietary assessment of numerous home condition elements, producing a score for each Homeowner's home out of 100 (the "Windfal Score"), prioritized repair recommendations with cost estimates, and a home-specific AI assistant;
  2. a private, inspection-powered dashboard that translates a Homeowner's home's condition into clear, actionable insights and plans, tracks, and helps book verified repair and improvement work directly;
  3. an opt-in channel that enables verified Agents to engage with Homeowners for pre-market outreach and to access Windfal assessment materials (including LiDAR scans and 3D capture) on listings, offering a unified view of listed and unlisted homes;
  4. a marketplace, which allows Homeowners to create a controlled, private profile for their home without listing on the MLS. Profiles highlight condition, unique features, 3D tours, and photos while Homeowners retain full control over home visibility and outreach; and
  5. connections between Homeowners and Home Services Contractors to allow Home Services Contractors (and not Windfal) to provide home maintenance, renovation and/or repair services (collectively "Home Services") directly to Homeowners;
  6. a dedicated Agent portal that provides licensed real estate professionals with access to client relationship management tools; and
  7. other services we may offer from time to time through the Windfal Website, the Windfal App and the Windfal Portal.

(collectively, the "Windfal Services").

3. User Roles

Homeowners may use the Windfal Website and the Windfal App to access an inspection-powered digital home record and condition adjusted valuation for their home, view their home's Windfal Score with prioritized repair recommendations and cost estimates, maintain a record of repairs and improvements, interact with a property-specific AI assistant, create a private, opt-in pre-market profile, and at their discretion connect with Agents for Agent-provided services, and Home Services Contractors for Home Services.

Agents use Windfal to engage with opt-in Homeowners for pre-market outreach, access Windfal assessment materials (including LiDAR/3D capture) on participating listings, and develop earlier, better-informed client relationships, while maintaining control of their own brokerage relationships and complying with applicable MLS and brokerage rules.

Home Services Contractors may use the Windfal Website and Windfal App to connect with Homeowners who require specific Home Services to facilitate the provision of Home Services pursuant to a Home Services Agreement (as defined below).

4. Display of Assessment Materials on Listings

Windfal may enable Agents, where authorized by the applicable Homeowner, brokerage, and MLS, to display Windfal assessment materials for their listings on the Windfal Website and the Windfal App. Where this feature is enabled and all required consents, licenses, and approvals are in place, a listing's Windfal Score report may be displayed together with associated assessment materials (including the assessment summary, LiDAR scans, 3D captures, and repair cost modeling).

5. Imaging, LiDAR/3D Capture

  • Where photos, videos, LiDAR scans, 3D captures or floor plans (collectively, "Imaging Data") are created or uploaded, the User uploading such Imaging Data represents and warrants that they have obtained all necessary permissions and consents from owners, tenants, occupants, and any other affected parties, and that creation and use of the Imaging Data complies with applicable law (including privacy, recording, and local filming/surveillance restrictions).
  • Users must avoid capturing images of persons, sensitive personal information, or confidential materials (i.e. IDs, financial records) unless a lawful basis exists and all required consents have been obtained. Users must promptly request removal of inadvertently captured sensitive material.

6. Home Services Agreement

The Windfal Website, the Windfal App and/or the Windfal Content allows Homeowners to request, search for, book and (if enabled by Windfal) pay for Home Services and for Home Services Contractors to connect with Homeowners for the purposes of providing Home Services. When coordinating the provision of Home Services using the Windfal Website, the Windfal App or the Windfal Content, the Homeowner must provide the scope, schedule and other details of the requested Home Services, including without limitation any specific concerns, and hazards, obstacles, or impediments that may impact the performance of the requested Home Services.

A Home Services Contractor may confirm their interest in providing Home Services requested by a Homeowner by way of delivery through the Windfal Website or the Windfal App of an official quote with the Home Services Contractor's contact information on it. If such quote is accepted by the Homeowner through the Windfal Website or the Windfal App, it will form a binding agreement between the parties in respect of such Home Services (the "Home Services Agreement"). The parties to the Home Services Agreement each agree to comply with the Home Services Agreement, these Terms of Use, and our applicable privacy policy during the engagement, performance and completion of the Home Services. Windfal is not a party to any Home Services Agreement and the formation of a Home Services Agreement will not, under any circumstances, create any responsibility or liability for Windfal.

Windfal does not provide, perform, supervise, direct, monitor or control any Home Services. Home Services Contractors are independent third parties who may be connected with Homeowners through Windfal to offer Home Services, using their own tools, equipment, materials and supplies. Home Services Contractors choose the applicable rates for the services they provide, and which services engagements facilitated through the Windfal Website or the Windfal App that they wish to accept or reject. Home Services Contractors are independent contractors of both Windfal and the Homeowner, and Homeowners who hire a Home Services Contractor via the Windfal Website or the Windfal App are clients of the Home Services Contractor, not of Windfal. Home Services Contractors are able to provide their services elsewhere, including through businesses that compete with Windfal.

To the extent permitted by applicable law, Home Services Contractors may be subject to a review process by Windfal, in connection with their use of the Windfal Website or the Windfal App, at any time, which may include without limitation identity verification and criminal background checks. However, we do not assume any responsibility or liability for such review process, and any reference to a Home Services Contractor being "vetted" or "verified" (or similar language) indicates only that a Home Services Contractor has provided Windfal with certain information such as personal information to complete an account or profile, and does not, nor shall it be deemed to, represent anything else. Without limiting the generality of the foregoing, such a reference is not an endorsement or guarantee by Windfal of the Home Services Contractor's background, licensing, insurance, skills, abilities, competence, qualifications, or suitability for a specific task. Homeowners are solely responsible for determining if a Home Services Contractor has the skills and qualifications necessary to perform the specific requested Home Services and confirming that the Home Services Contractor has obtained all required licenses, permits, or registrations, if any, to perform the requested Home Services. Notwithstanding any feature of the Windfal Website, the Windfal App or the Windfal Content that a Homeowner may use to expedite Home Services Contractor selection, the Homeowner is solely responsible for determining the Home Services and selecting or otherwise approving the Home Services Contractor they engage to perform Home Services and should undertake their own research prior to booking any Home Services that the specific Home Services Contractor has the right qualifications.

Users acknowledge that Windfal does not perform or employ or otherwise engage any individuals to perform any Home Services and does not supervise, direct, monitor or control the Home Services provided by a Home Services Contractor as facilitated by the Windfal Website, the Windfal App or the Windfal Content, nor do we have any control over the quality, competence, qualifications, suitability, timing, legality, or other aspect of the Home Services Contractor's services, or the Home Services Contractor's failure to provide Home Services.

7. AI Outputs, Time Sensitivity, and No Duty to Update

  • You acknowledge that any analytical, predictive, or generative outputs provided in connection with the Windfal Services (including but not limited to condition‑based valuations, repair estimates, risk surfacing, and responses of any property specific AI assistant) are generated using models and data that may be incomplete, outdated, or contain errors. Such outputs are provided for informational purposes only and do not constitute, and must not be relied upon as, an appraisal, an opinion of value, a home inspection meeting any statutory standard, engineering or environmental advice, or legal, financial, tax, or building‑code advice. Users must obtain appropriate independent professional advice for any purpose where reliance is required or advisable.
  • You acknowledge that valuations, risk indicators, repair estimates, and other outputs are time‑sensitive snapshots that may change as market conditions, property condition, models, methodologies, or inputs change. Unless we expressly agree otherwise in writing, Windfal has no obligation to update, correct, or reissue any prior outputs.
  • Windfal uses reasonable measures to monitor and improve its models and data sources; however, biases or errors may exist and cannot be fully eliminated. Windfal does not guarantee the absence of bias and disclaims liability for outcomes arising from modeling or data limitations.
  • Where feasible, Windfal may provide high‑level factors or explanations that influenced a particular output; such explanations are informational only and may not be complete.

8. Fees and Payment Terms

YOU ARE RESPONSIBLE FOR PROVIDING VALID CREDIT CARD AND/OR OTHER PAYMENT DETAILS AND FOR THE TIMELY INVOICING AND PAYMENT OF ALL FEES THAT YOU HAVE AGREED TO PAY THROUGH THE WINDFAL WEBSITE, THE WINDFAL APP OR THE WINDFAL PORTAL (AS APPLICABLE). Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our privacy policy or policies.

Windfal shall not be responsible for any failure of any Homeowner to pay any fees for Home Services provided. Home Services Contractors shall only charge Homeowners for Home Services based on the terms of the agreed-upon Home Services Agreement.

Home Services Contractors are solely responsible for charging, reporting and remitting any GST, HST, PST or any other sales or value-added taxes associated with their provision of Home Services.

We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.

Unless we agree or state otherwise in writing, all fees and charges are nonrefundable.

9. Homeowner Representations

If you are a Homeowner, you represent, warrant, and covenant that you:

  1. are the owner of the property associated with your account, or are otherwise duly authorized by the owner to use the Windfal Website, the Windfal App, and the Windfal Content for that property and to permit access to the property for Home Services;
  2. will provide accurate, current, and complete information about the property, including known defects, hazards, obstacles, or impediments that may impact any assessment or Home Services, and will promptly update such information as it changes;
  3. will comply with all applicable laws, regulations, bylaws, and homeowners' association or condominium rules in connection with your use of the Windfal Website, the Windfal App, the Windfal Content, and any Home Services you request or authorize;
  4. will maintain safe access to the property for any assessment or Home Services you request or authorize and will take reasonable steps to ensure a safe environment for Home Services Contractors and Agents while on the premises including the disclosure of any hazards;
  5. will obtain and maintain, at your expense, any permissions, consents, permits, or authorizations required for assessments or Home Services at the property, including any access permissions from tenants or other occupants;
  6. will not request or authorize any Home Services that you know or ought reasonably to know you are not permitted to request or that would violate applicable law, building codes, or third-party rights;
  7. will pay all fees and charges you agree to through the Windfal Website or the Windfal App in a timely manner, using valid payment methods, and will not use the Windfal Website or the Windfal App to engage in fraud or other improper payment activity; and
  8. will not misuse Windfal assessments or the Windfal Score, including by presenting them as an appraisal or legal/financial advice, and acknowledge they are provided for informational purposes only.

10. Agent Representations

If you are an Agent, you represent, warrant, and covenant that you:

  1. hold and will maintain all licenses, registrations, and authorizations required to act as a real estate agent/broker in the jurisdictions in which you operate, and are in good standing with your brokerage and applicable regulatory bodies and MLS(s);
  2. will comply with all applicable laws, regulations, professional rules, brokerage policies, brokerage agreements and MLS rules in connection with your use of the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content, including rules governing advertising, pre-marketing, off-MLS activity, client communications and consumer protection requirements;
  3. have obtained all required brokerage approvals;
  4. will maintain at your own expense any insurance required by applicable law or your brokerage (including errors and omissions/professional liability insurance) throughout your use of the Windfal Website, the Windfal App and the Windfal Portal;
  5. will only contact Homeowners through the Windfal Website, Windfal App or the Windfal Portal when they have opted in to receive communications, will honor a Homeowner's preferences regarding visibility and outreach, and will comply with applicable anti-spam, telemarketing, and privacy laws;
  6. will use Windfal assessment materials (including any Windfal Score, LiDAR scans, 3D capture, repair estimates, and related outputs) accurately and solely for legitimate, informational purposes, and will not represent such materials as an appraisal or as legal, financial, tax, or building-code advice;
  7. will keep confidential and use solely for permitted purposes any non-public information you obtain through the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, and will not disclose such information except as authorized by the applicable Homeowner, your brokerage, or required by law;
  8. will ensure that any listings for which you use Windfal assessment materials are your listings or that you have appropriate authorization to use such materials, and will attribute and present those materials in a manner consistent with Windfal's guidelines and applicable MLS/brokerage rules;
  9. will comply with the Agent Conduct Guidelines set out in Section 12(e); and
  10. will not engage in conduct that could harm, disrupt, or misuse the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, including attempting to circumvent access controls, scrape data, or otherwise use the platform in a manner inconsistent with these Terms of Use.

11. Home Services Contractor Representations

If you are a Home Services Contractor, you represent, warrant, and covenant that you:

  1. operate as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Windfal Website, the Windfal App, or the Windfal Content;
  2. customarily provide services of the same nature as the Home Services performed for Homeowners that are facilitated through the Windfal Website, the Windfal App, or the Windfal Content, and that you will not provide any Home Services for which you do not have the necessary expertise to competently and safely perform;
  3. have and will maintain, at your own expense, all insurance required to perform the Home Services facilitated through the Windfal Website, the Windfal App, or the Windfal Content, and any licenses, permits, and/or registrations required by applicable laws that apply to your performance of such Home Services;
  4. will provide any Home Services facilitated through the Windfal Website, the Windfal App, or the Windfal Content in a timely, high-quality, safe and respectful manner;
  5. are at all times responsible for the acts and omissions of any of your employees or subcontractors used to perform any Home Services facilitated through the Windfal Website, the Windfal App, or the Windfal Content, and for the payment of any compensation, benefits, and expenses to such persons;
  6. will not subcontract or assign the Home Services facilitated through the Windfal Website, the Windfal App, or the Windfal Content without the written consent of the applicable Homeowner;
  7. have the unrestricted right to work in the jurisdiction in which you perform the Home Services provided through the Windfal Website, the Windfal App, or the Windfal Content;
  8. are responsible for safe work practices and compliance with occupational health and safety obligations in connection with the Home Services provided; and
  9. do not have, or will promptly disclose to Windfal in writing, any potentially relevant criminal convictions (other than minor traffic offenses) that arise during your use of the Windfal Website, the Windfal App, or the Windfal Content.

12. Windfal Portal

  1. In addition to the Windfal Website and the Windfal App, Windfal provides Agents with access to the Windfal Portal. The Windfal Portal includes standard customer relationship management tools, such as contact management and scheduling functionality, as well as features specific to Windfal, as described in these Terms of Use.
  2. A primary feature of the Windfal Portal is the ability for Agents to connect with Homeowners who have indicated, in the Windfal App, a price at which they would consider selling their home (the "Magic Number"). Agents may purchase non-refundable digital tokens from Windfal ("Tokens") and use those Tokens to submit price estimates for properties with an established Magic Number. The pricing, allocation, and terms governing Tokens shall be determined by Windfal and communicated to Agents through the Windfal Portal or the Windfal App or otherwise in writing.
  3. An Agent may use Tokens to submit a price estimate to a Homeowner. If the price estimate meets or exceeds the Magic Number, the Agent may initiate contact with the Homeowner through the Windfal Portal, and the Homeowner will receive such message through the Windfal App. When initiating such contact, the Agent shall provide preliminary transaction details to the Homeowner, which may include whether the Agent currently represents an interested buyer, whether a potential transaction would involve cash or financing, and anticipated possession timelines. Such preliminary details are intended solely to provide the Homeowner with context regarding the nature and seriousness of a potential inquiry and do not constitute an offer or commitment.
  4. Agents may manage Windfal listings on behalf of Homeowners through the Windfal Portal, subject to authorization from the applicable Homeowner. Listing management functions may include editing listing details such as property descriptions, photographs, and other media, as well as requesting Windfal inspections for listed properties. Agents are responsible for ensuring that all listing content is accurate, current, and compliant with applicable laws, regulations, MLS rules, and brokerage policies.
  5. Agents shall use the Windfal Portal and all Windfal Services in good faith and in compliance with the following conduct guidelines (collectively, the "Agent Conduct Guidelines"):
    1. Agents shall only initiate contact with Homeowners when they have a legitimate buyer opportunity or genuine interest in the applicable property. Agents shall not contact Homeowners for speculative, exploratory, or marketing purposes unrelated to a transaction opportunity.
    2. Agents shall not spam, pressure, or overwhelm Homeowners with excessive or unsolicited communications. All communications must be professional, concise, and relevant to the subject property or transaction.
    3. Agents shall use the Windfal Portal honestly and in good faith. Submitting inflated price estimates solely to gain messaging access to a Homeowner, with the intention of subsequently negotiating significantly below the submitted estimate, is prohibited.
    4. All Agent communications conducted through the Windfal Portal must remain respectful, appropriate, and consistent with the standards expected of licensed real estate professionals.
    5. Agents must be duly licensed and in good standing with the Canadian Real Estate Association and their applicable provincial or local real estate board or regulatory authority.
    6. Agents shall not misrepresent buyer interest, financing status, transaction timelines, or other material transaction details when communicating with Homeowners through the Windfal Portal.
    7. Homeowner and property information accessed through the Windfal Portal may only be used for legitimate real estate purposes directly related to potential transactions. Agents shall not use such information for any other purpose without express authorization from the applicable Homeowner.
    8. The use of automated tools, bots, scripts, scraping technologies, or other means of automated data extraction or access to the Windfal Portal is strictly prohibited.
  6. Windfal reserves the right, but is not obligated, to monitor, review, and audit Agent activity on the Windfal Portal, including communications between Agents and Homeowners, to ensure compliance with these Terms of Use and the Agent Conduct Guidelines. Windfal may investigate complaints and reported violations at its discretion.
  7. If Windfal determines, in its sole discretion, that an Agent has violated these Terms of Use, the Agent Conduct Guidelines, or has otherwise misused the Windfal Portal, Windfal may take any action it deems appropriate, including but not limited to issuing warnings, suspending or restricting the Agent's access to the Windfal Portal, permanently removing the Agent from the Windfal Portal, and reporting violations to applicable regulatory authorities or professional bodies.

13. Privacy Policies

Our privacy policy or policies (which may vary by jurisdiction) are available at Windfal Canada Privacy Policy v1. Your access to and/or use of the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content is subject to the privacy policy applicable to you in your jurisdiction. You acknowledge that you have read such privacy policy, and you hereby consent to the collection, use, and disclosure of your personal information (which may also be referred to as your "personal data", or similar, depending on the policy) for the purposes therein identified. You also grant us permission to anonymize or combine your personal information, if any, with that of others in a way that does not identify you or any individual personally for any business reason in our sole discretion, including without limitation to improve the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Content or the Windfal Services.

14. License to Use

Subject to your compliance with these Terms of Use, we grant you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content as provided by Windfal, in the manner permitted by these Terms of Use. Users must not alter, obscure, or selectively excerpt Windfal outputs in a misleading manner. Where Windfal outputs are used in marketing or client communications, Users must provide clear attribution and disclaimers consistent with these Terms of Use.

You grant Windfal a non‑exclusive, worldwide, royalty‑free, sublicensable license to host, process, analyze, display, reproduce, and distribute Imaging Data, including on the Windfal Website and the Windfal App, subject to our privacy policy or policies, your Profile (as defined below) settings and applicable law.

15. Windfal Service Limitations

In addition to the set-up and operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content.

  • Service Area - The Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content are currently configured for use in Canada only, and are not intended for use outside of Canada.
  • Service Interruptions - The Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content can be interrupted for any reason that disrupts internet access or GPS capabilities, including in the event of:
    • electrical power outages;
    • natural disasters;
    • electronic interference;
    • an outage affecting the data transport service;
    • failure of originating or terminating access lines;
    • network congestion and/or reduced routing speed of our network or another network (for example, due to spikes in call volume in the wake of local or national disasters), causing failed calls, busy signals or unexpected answering wait times (which may be longer than emergency calls placed via traditional telephone networks);
    • compatibility issues; and
    • equipment failures relating to your equipment or our equipment, including, hardware or software failures or misconfiguration affecting us, our offices, data centers, and/or any of our Home Services Contractors.

16. Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

  1. WINDFAL MAY ADD, MODIFY, OR DISCONTINUE FEATURES (INCLUDING ASSESSMENTS, SCORING, LIDAR/3D MODULES, OR AI CAPABILITIES) AT ANY TIME AND FOR ANY REASON. WHERE A FEATURE IS DISCONTINUED, WINDFAL WILL HANDLE RELATED DATA IN ACCORDANCE WITH THESE TERMS OF USE AND OUR PRIVACY POLICY;
  2. WE DO NOT AND CANNOT GUARANTEE THAT THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL OR THE WINDFAL CONTENT WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL AND THE WINDFAL CONTENT WILL NOT BE AVAILABLE OUTSIDE OF THE ABOVE-NOTED SERVICE AREA OR UNDER THE CIRCUMSTANCES SET FORTH ABOVE;
  3. IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL OR THE WINDFAL CONTENT IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL OR THE WINDFAL CONTENT; AND
  4. YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL OR THE WINDFAL CONTENT. ABUSE OF THE WINDFAL WEBSITE, THE WINDFAL APP, THE WINDFAL PORTAL OR THE WINDFAL CONTENT MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

17. International Users

The Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content are controlled and operated within Canada and are not intended for use outside of Canada. You are hereby prohibited from accessing or using the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content from any territory where the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content (or any portion thereof), is illegal. If you choose to access the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content from a location outside of Canada, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

18. Information and Profile

If you opt to use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or any of the Windfal Content, you agree to provide accurate, current and complete personal information about yourself or others as required, and to promptly correct, update, or complete this personal information as required. You acknowledge and agree that you have obtained or will obtain on a timely basis any and all consents required for us to collect, use and disclose personal information pursuant to our privacy policy or policies noted above. You acknowledge and agree that we will have no liability associated with or arising from your failure to obtain appropriate consents from others for such collection, use or disclosure of their personal information, or the failure to maintain and update personal information, including but not limited to your failure to receive any information with respect to the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or any of the Windfal Content.

You agree and authorize us to take any necessary steps in order to verify the personal information you provide. If there are reasonable grounds to suspect any or all of the information you provide is inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your current and future access to and use of the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content.

You agree that we may rely on the information you provide to send you information and notices regarding the Windfal Website, the Windfal App, the Windfal Portal and/or the Windfal Content. If you register for any of our mailing lists, you agree that we may email you newsletters and promotional material. You may unsubscribe from the newsletters and other promotional material by following the unsubscribe link contained in such emails.

If you create an account or profile on the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content (a "Profile"):

  1. you agree to use your legal name and, as applicable, your legal business name;
  2. if required to upload a photograph of yourself on your Profile, you agree to ensure it is up-to-date and generally reflects how you currently appear;
  3. you are solely responsible for your Profile, including without limitation the confidentiality and security of your Profile and all passwords related to your Profile, and any and all activities that occur under your Profile, including all activities of any persons who gain access to your Profile with or without your permission;
  4. you agree not to share access to your Profile with anyone else; and
  5. you agree to immediately notify us of any unauthorized use of your Profile or any other breach of security with respect to your Profile, and you agree to provide assistance to us, as requested, to remedy any breach of security related to your Profile.

19. Access

Certain areas of the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content (including without limitation any areas reserved for those who have created a Profile) may be restricted from access by you at any time, for any reason, without notice to you, in our sole and absolute discretion.

20. Conduct

You must comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with your use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content.

You agree not to do any of the following:

  1. use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content for any illegal purpose in violation of any applicable municipal, provincial, territorial, federal or international law;
  2. use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content in a way that could harm, damage, or disrupt the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Content, our goods/services, or our business;
  3. use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content in a way that would adversely impact use of the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content by other Users;
  4. message, submit, upload, request, deliver, provide, or transmit any text, graphics, images, messages, information or other material that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of privacy; (ii) violates or constitutes any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is unlawful, abusive, tortious, pornographic, libelous, defamatory, obscene, pornographic, hateful, vulgar, offensive or racially or ethnically objectionable; (iv) promotes discrimination, exploitation, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent, abusive, or threatening, or promotes violence, harassment, or actions that are threatening to any living thing; or (vi) promotes illegal or harmful activities or substances;
  5. collect, use, disclose, or store personal information about any other individuals without their consent;
  6. upload or otherwise disseminate any computer viruses, malware, or software that may damage the property of another;
  7. reverse engineer, or attempt to reverse engineer or disassemble any of the Windfal Content;
  8. use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content for any purpose for which it is not designed or intended, including without limitation any advertising or marketing purposes (other than the provision of Home Services, as expressly set out in the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content) or for the purchase or delivery of alcohol or any other controlled or illegal substances or services;
  9. act as agent for Windfal, or bind or make any representations on behalf of Windfal (including with respect to any fees or other requirements provided or set by Windfal from time to time);
  10. violate the security of the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
  11. violate any applicable law or regulation or any person's legal rights; or
  12. encourage or enable any other individual or other person to do any of the foregoing.

You are responsible for the content you provide on the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, and you agree to act professionally and responsibly in your interactions with, and fulfill the commitments you make to, other Users of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content.

We reserve the right to delete or remove any content that may breach these Terms of Use, and to remove, suspend, or block any User or Profile that engages in any breach of applicable law or these Terms of Use, or that otherwise does not meet our service requirements.

If you believe that another User has violated these Terms of Use, abused the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content, or otherwise acted inappropriately, you may report the User to us at privacy@windfal.com. We reserve the right, but assume no obligation, to investigate and take appropriate action in response to such reports. Regardless of our action or inaction, in no event will we be liable for the acts or omissions of any User or any third party.

We reserve the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that we have the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content, to access, review, preserve and disclose any of the Windfal Content, or to remove or disable access to any of the Windfal Content, if we believe in good faith that it is reasonably necessary: (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body); (ii) to respond to claims asserted against us; (iii) to enforce and to ensure a User's compliance with the Terms of Use, including the investigation of potential violations; (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues; (v) to protect our rights, property or safety, or that of our Users or members of the public; and (vi) for the purpose of operating and improving the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and/or the Windfal Content (including for customer support purposes).

You agree to cooperate with and assist us or our representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

21. Intellectual Property

The Windfal Website, the Windfal App, the Windfal Portal, the Windfal Content, and any portion thereof, are protected by copyright, trademark, trade secret and other proprietary and intellectual property rights and laws. Such laws may be violated by unauthorized access and/or use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content. Users of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content are solely responsible for ensuring that they comply with any applicable intellectual property laws, including without limitation copyright, trademark, and patent laws. We do not grant any license or other authorization to you under or to any of our trademarks or other copyrightable material or other intellectual property, unless we otherwise expressly agree in writing. Except as expressly provided in these Terms of Use, the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content may not be copied, reproduced, distributed, posted, downloaded, displayed, presented, transmitted, republished, modified, or otherwise exploited or used in any form or by any means without our prior express written consent.

For information about obtaining consent to use any of the Windfal Content, please contact us at contact@windfal.com.

Your posts and content (including any service requests and photographs) must be your own, or authorized by the third party owner of that content, and must not infringe on or violate any third party's rights. By sharing information, content, or other subject matter on the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, including without limitation by posting text, images, or videos to the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content, you agree that you are the author of that information, content, or other subject matter, or that you have the express right to post it to the Windfal Website, the Windfal App, the Windfal Portal and/or the Windfal Content (as applicable), and you agree to irrevocably waive and release all moral rights or similar rights that may exist in that information, content, or other subject matter, and you grant us the non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable right to use, host, reproduce, adapt, publish, translate and distribute it in any and all media.

Names, words, logos, designs, graphics, titles, phrases, trademarks and the like displayed on the Windfal Website, or the Windfal App, the Windfal Portal or in the Windfal Content may constitute our registered or unregistered trademarks, or that of third parties that have granted us a license to use such marks.

For information about obtaining consent to use such trademarks, contact us at contact@windfal.com.

22. Third Party Content and Services

We are not responsible for and do not endorse, authorize, approve, certify, maintain, or control the Windfal Content of any third party goods or services that may be referred to in, used by, or linked to, the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content. We do not make any representation or warranty of any kind, express or implied, regarding any third party goods or services, including, without limitation: (i) any representation or warranty regarding the legality, use, accuracy, currency, reliability, completeness, efficacy, timeliness, applicability, performance, security, or availability of any information or content on or in such third party goods or services, including Home Services provided by a Home Services Contractor; (ii) any representation, warranty or condition regarding the merchantability and fitness for a particular purpose of any third party goods or services including Home Services provided by a Home Services Contractor; or (iii) any representation or warranty that the operation of such third party goods or services will be uninterrupted or error free, that defects or errors in such third party goods or services will be corrected, or that such third party goods or services will be free from viruses or other harmful components.

We are not responsible or liable for any loss or damage caused as a result of your use of any third party goods or services referred to in, provided through, used by, or linked to, the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content including Home Services provided by a Home Services Contractor, nor are we responsible for the privacy practices of such third parties.

23. Feedback

We may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services, the Windfal Content, and/or advertising and promotional materials relating thereto. You hereby grant to us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create material enhancements or improvements from, distribute and display the Feedback in any manner and for any purpose.

24. Disclaimers

Your use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content is at your own risk. The Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content are provided "as is", without warranties or conditions of any kind, whether express or implied. To the fullest extent possible under applicable law, we disclaim all warranties and conditions, whether express or implied, statutory or otherwise, including without limitation implied warranties or conditions of merchantability and fitness for a particular purpose or use and warranties or conditions of title, non-infringement or other non-violations of rights.

Windfal does not warrant that the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Content or the Windfal Services will be uninterrupted, timely, secure, error-free, free of viruses or other harmful components, or that defects will be corrected. Operation may be subject to delays, interruptions or failures inherent in internet, mobile, GPS, and electronic communications.

We do not warrant or make any other representations regarding the use, accuracy, currency, completeness, timeliness, efficacy, applicability, performance, security, availability or reliability of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content, the results from use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content or any outputs or data obtained through the Windfal Services, including any third-party information, market data, estimates, cost models, photographs, videos, scans, or user-generated content, or otherwise regarding the Windfal Content or the information, content, or other subject matter on any websites linked on the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content. We are not responsible or liable for any false or misleading statements made by any User of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content.

Windfal is not responsible for, and disclaims all liability arising from, any User content or statements (including accuracy, completeness, legality, or propriety), third-party content or services referenced by, linked from, integrated with, or accessible through the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, or any actions or omissions of Users or third parties.

Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Windfal. Windfal is not responsible nor liable for workers' compensation or any tax payment or withholding, including without limitation applicable sales taxes, HST/QST/GST/PST (as applicable), unemployment or employment insurance, Canada Pension Plan, disability insurance, or other applicable payroll withholdings in connection with your use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content.

Unless otherwise expressly stated, no information or advice (whether oral, written, or in the Windfal Content) creates any warranty or representation, and you should not rely on any such information or advice as professional advice.

25. Limitation of Liability

Under no circumstances shall we (including our affiliates, officers, directors, employees, agents, and successors) be liable to you or to any third party for any indirect, general, special, consequential, incidental, compensatory (whether expectation or consequential), liquidated, pecuniary, punitive, aggravated, or nominal damages or losses, or any other damages or losses of any kind whatsoever, including without limitation damages relating to negligence; telecommunication failures; the Windfal Website, the Windfal App, the Windfal Portal, or Windfal Content maintenance; internet delays or limitations; errors, mistakes, or omissions or inaccuracies in the Windfal Content; loss; corruption; security or theft of data; viruses; spyware; lost revenue or profits; lost or damaged data; or economic loss; regardless of the cause of action, arising directly or indirectly from the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content, including without limitation the access or use of, or the inability to access or use, any or all of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content. Notwithstanding anything to the contrary contained herein, our liability to you for any direct damages arising from or related to these Terms of Use (for any cause whatsoever and regardless of the form of action) will at all times be limited to one hundred Canadian dollars (Cdn$100). The foregoing limitations shall apply to the fullest extent permitted by law in the applicable jurisdiction.

26. Indemnity

By accessing and/or using the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content, you agree to indemnify, defend and hold harmless Windfal and our affiliates, and Windfal and our affiliates' respective officers, directors, employees, agents, and successors (collectively, "Windfal Parties") from and against any liabilities, costs, demands, causes of action, damages and expenses (including reasonable legal fees and disbursements) (collectively, "Losses") that may arise from your use of or inability to use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content, or those that are in any way related to your breach of any of the provisions of these Terms of Use. Without limiting the generality of the foregoing, such use or inability to use the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content includes without limitation your performance or participation in any Home Services provided pursuant to the Windfal Website, the Windfal App, the Windfal Portal, or the Windfal Content and your ability or inability to perform or receive such Home Services or to receive payment for such Home Services.

If you are a Homeowner, you agree to indemnify, defend and hold harmless the Windfal Parties from and against any Windfal Party Losses arising out of or relating to: your property, premises, or access you provide (including any condition, hazard, or alleged hazard at the property); your failure to disclose hazards or to obtain required permissions or consents (including from co-owners, tenants, occupants or associations) or required permits or authorizations; your instructions to Home Services Contractors or Agents, or disputes between you and any Home Services Contractor or Agent; your creation, upload, or use of any Imaging Data or other content; your misuse of Windfal outputs or reliance on the Services contrary to these Terms of Use; your violation of applicable laws, bylaws, codes, or third‑party rights; or any injury to persons or damage to property alleged to have occurred at your property in connection with assessments or Home Services.

If you are an Agent, you agree to indemnify, defend and hold harmless the Windfal Parties from and against any Windfal Party Losses arising out of or relating to: regulatory, broker or MLS rules; your advertising, marketing, or use, presentation, or attribution of Windfal assessment materials or outputs (including any alleged misrepresentation or unauthorized use); your outreach to Homeowners or processing of personal information (including compliance with anti‑spam, telemarketing, and privacy laws); any claim by a Homeowner, brokerage, regulator, or MLS arising from your activities; or your violation of applicable laws or third‑party rights (including intellectual property rights) in connection with your use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content.

If you are a Home Services Contractor performing Home Services for Homeowners that are facilitated through the Windfal Website, the Windfal App or the Windfal Portal, you agree to indemnify, defend and hold harmless the Windfal Parties for any Windfal Party Losses relating to the performance of such Home Services, whether due to the Home Services Contractor's error or otherwise.

You agree that, at our option, you will conduct the defense of any applicable claim or action referred to in this Section; provided that, notwithstanding our election that you conduct the defense: (i) we may nevertheless participate in such defense or settlement negotiations and pay our own costs associated therewith; and (ii) you will not enter into any settlement or other compromise without our prior written approval (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

27. Warranties

You represent and warrant to us that:

  1. you have the power and authority to accept and agree to these Terms of Use;
  2. you own or control all of the rights necessary to grant the rights and licenses granted herein;
  3. you will not violate any federal, provincial, territorial, or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with your access to or use of the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content;
  4. the exercise by us of the rights granted by you hereunder will not cause us to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
  5. all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

28. Basis of the Bargain

You acknowledge and agree that the warranty, disclaimers, and limitations of liability set forth above are essential elements of the basis of the bargain between us and you, and will survive and apply even if your remedies are found or alleged to have failed of their essential purpose.

29. Exclusions

Nothing in these Terms of Use is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, or exclusion of liability for loss or damage from death or personal injury. Accordingly, only the above limitations in these Terms of Use that are lawful in your jurisdiction will apply to you, and our liability will be limited to the maximum extent required by law.

30. Dispute Resolution

You agree to endeavour to resolve any dispute, claim or controversy arising out of or relating to these Terms of Use, or the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content, by negotiations; however, if a dispute is not resolved by negotiation within 20 days of commencing negotiations, the dispute shall be submitted to arbitration by a single independent arbitrator who is acceptable to both you and us and whose expenses will be shared equally by you and us. The arbitration shall be held in Edmonton, Alberta. If we cannot agree on an arbitrator, the ADR Institute of Canada will appoint an arbitrator. The determination of the arbitrator will be conclusive, final and binding on you and us. The Arbitration Act (Alberta) or successor legislation will apply to the arbitration. Notwithstanding the foregoing, each party shall retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other proprietary or intellectual property rights.

31. Termination

We may terminate these Terms of Use, including any licenses contained or granted herein, at any time. Upon termination, you must cease to access and/or use the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content. This includes, without limitation, the obligation to destroy all content, and all related documentation and all copies thereof, which you obtained from the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content, whether under these Terms of Use or otherwise, and the obligation to take any additional or alternative reasonable steps that we may direct in respect of the termination.

For Agents, access to the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content is tied to your active affiliation with your brokerage and your brokerage's Windfal partnership. If you leave your brokerage, or if your brokerage's Windfal partnership terminates or expires, your access to the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content will terminate as well. The relationships you have built remain yours, subject to applicable law, your brokerage policies and confidentiality obligations; however, access to Windfal data and assessment materials remains with, and is governed by, the applicable brokerage agreement, and you may not access, export or use such data after termination unless expressly permitted by Windfal or required by law.

32. Modifications and Updates to the Windfal Website, the Windfal App, the Windfal Portal and the Windfal Content

We reserve the right, in our sole discretion, to modify or discontinue offering the Windfal Website, the Windfal App, the Windfal Portal and/or the Windfal Content, in whole or in part, including any webpage, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the Windfal Content at our sole discretion at any time without prior notice to you.

You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

33. Amendment

We may amend these Terms of Use at any time by posting new Terms of Use on the Windfal Website, the Windfal App and, if applicable, the Windfal Portal and certain of the Windfal Content. The amended Terms of Use shall automatically be effective when posted. We will post notice that the Terms of Use have been amended on the landing page of the Windfal Website, the main page of the Windfal App (and, if applicable, the Windfal Portal and a main page of relevant Windfal Content) for 30 days. The date of the version of these Terms of Use is stated at the top of the page. You agree to review such Terms of Use on a regular basis.

34. Electronic Communications

When you visit the Windfal Website, the Windfal App, the Windfal Portal or the Windfal Content (as applicable), or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Windfal Website, the Windfal App, the Windfal Portal, and, if applicable, certain of the Windfal Content. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

35. Severability

If any provision of these Terms of Use is held to be unenforceable, in whole or in part, by an applicable court of law, such holding will not affect the validity of the other provisions of the Terms of Use.

36. No Waiver

At no time do we waive our rights to enforce any terms or conditions as set out in this Terms of Use, even if any provision of the Terms of Use have been previously breached or unenforced.

37. Governing Law

These Terms of Use and the access to and use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to its conflict of law provisions. You agree to submit and attorn to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada.

38. Entire Agreement

These Terms of Use, including our privacy policy or policies applicable to you, constitute the entire and exclusive understanding and agreement between you and us regarding your access to and use of the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services and the Windfal Content and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and us and regarding the subject matter hereof.

39. Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under these Terms of Use, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. We may assign, transfer, delegate and/or sublicense our rights and obligations under these Terms of Use, in whole or in part, in our sole discretion, without restriction.

Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and assigns.

40. No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

41. Survival of Terms

Any provisions of these Terms of Use that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

42. Remedies

Except as expressly set forth in these Terms of Use, the exercise by a party of any of its remedies under the Terms of Use will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

43. Headings

The headings in these Terms of Use are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

44. Third-Party Beneficiaries

Except as otherwise expressly set forth herein, these Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

45. Contact Us

For more information about these Terms of Use or any information or questions regarding the Windfal Website, the Windfal App, the Windfal Portal, the Windfal Services or the Windfal Content, please contact us at contact@windfal.com.