Terms of Service

Effective: August 12, 2021

THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. THE FOLLOWING DESCRIBES THE TERMS ON WHICH SET SCOUTER INC. OFFERS YOU ACCESS TO OUR SITE AND OTHER SERVICES.

These Terms and Conditions ("Terms") are a legal agreement between you and Set Scouter Inc. (hereinafter referred to as the "Company", "Set Scouter", "we", "us", or "our") relating to the website (setscouter.com, the "Site"), social media, products and services of Set Scouter (collectively, hereinafter referred to as the "Services"). By using any of our Services, you agree to comply with and be legally bound by the Terms, whether or not you become a registered user of the Services. The following are incorporated by reference into the Terms:

• Privacy Policy: https://www.setscouter.com/privacy
• Community Code of Conduct: https://help.setscouter.com/help/community-code-of-conduct
• Cancellation/Refund policy: https://www.setscouter.com/cancellation-policy

and by agreeing to the Terms you agree to all of the foregoing.

Accessing and/or using any of the Services is the equivalent of your signature and indicates your acceptance of the Terms and that you intend to be legally bound by the Terms. If you do not accept and agree to be bound by the Terms you must not access or use the Services.

You agree that it is solely your responsibility to ensure that your access to and use of the Services complies with the laws of your jurisdiction. We make no representation that the Services are appropriate for use outside Canada, or available outside of Canada and the U.S.

We reserve the right at any time and from time-to-time to modify, edit and update these Terms and any of our policies. You should review these Terms and all policies regularly to make sure that you are aware of any changes. Your access and use of the Services on and after the date on which we post the revised terms constitutes your acceptance of the Terms as revised as well as of any revised policies.

You are responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Services, including all related expenses, if any.

1 General Terms

1.1 Services. We are an online service provider and our users may find and learn about commercial and residential spaces and the individuals (who may be other users) responsible for their use (hereinafter referred to as "Location" or "Locations") and connect individuals (the "Renter") with Locations through our Services. Services merely permit users to post information regarding Locations, to learn about posted Locations, and, if they wish, arrange with other users to utilize such Locations for film production or events. We are not involved in any face-to-face or other direct or indirect contact between users. We have no control over the conduct of our users or the truth or accuracy of the information that users post on the Site or that is provided via our Services. We reserve the right, but have no obligation, to attend at any Location while it is being rented and to intervene or take any other action in any manner that we see fit, in our sole discretion.

The Company merely makes available a marketplace for Locations and Renters to meet and arrange for accommodations. The Company is not a contracting agent or representative of any Location or Renter. The Company's sole role is solely to facilitate the availability of the marketplace for Locations and Renters, and to provide services related thereto. Any agreement for the use of any Location is solely between the Location and Renter, and the Company is not a party to such agreement.

1.2 Identity Verification. We make no attempt to confirm, and do not confirm, any user's purported identity. You are responsible for providing us with accurate information relating to you, and for determining the identity and suitability of other users and other persons who you may contact as a result of using the Services.

We do not:

• endorse any persons who use or register for our Services or Locations;
• investigate any user's reputation, conduct, morality, criminal background, or verify the information that any user submits to the Services.

We encourage event-organizers to communicate directly with potential Locations through the tools available on the Services.

The Services may include functionalities and elements that require you to register and create an account to access. Any aspect of the Services that requires registration may be governed by additional or substitute terms and conditions provided to you at the time of setting up your account or thereafter as an account holder.

1.3 Your Experience with Other Users. You are solely responsible for your interactions with other users of our Services and other persons relating to any information obtained via the Services, including Location information. We will not be responsible for any damage or harm resulting from your interactions with other users of our Services. We reserve the right, but have no obligation, to monitor interactions between you and other users of our Services and to take any other action in good faith to restrict access to or the availability of any material that we or another user of our Services may consider to violate user obligations.

1.5 Marketing Materials. We reserve the right, in our sole discretion, to:

• require the Locations to display Set Scouter marketing materials while a Location is being rented by a Renter, or at any other time that we determine, upon notice being provided by us imposing such a requirement;
• advertise the Locations in any manner we see fit; and
• only act upon opt-out instructions provided in relation to marketing materials that we receive through express opt-out mechanisms we provide to you.

2 USER CONDUCT

2.1 Site Rules and Restrictions. In connection with your use of our Services, you must act responsibly and exercise good judgment.

Except as expressly provided herein, we do not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, reverse engineer, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Services in any manner not expressly permitted herein. Moreover, you shall not, nor shall you permit any third party or person to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented by us for use of the Services.

Without limiting the foregoing, you further agree not to do any of the following:

• Download, copy, or re-transmit any or all of the Services without, or in violation of, a written license or agreement with us;
• Use the Services in any manner that could disable, overburden, damage or impair the Services or interfere with any other party's use of the Services including their ability to engage in real time activities through the Services;
• Use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Services for any purpose including monitoring or copying any of the material on the Services;
• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
• Use any device, software or routine that interferes with the proper working of the web/Internet;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the web/Internet or the server on which the Services are hosted;
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
• Attempt to interfere with the proper working of the Services, including but not limited to through hacking, ransoming, or other attacks upon the services provided by and function of the Services;
• Use the Services to fraudulently misrepresent yourself, impersonate another person, engage in false advertising; to defraud or defame any person, or to engage or otherwise participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails, or to collect any personal or personally identifiable information from any user of the Platforms with that person's knowledge or consent;
• Distribute the content of the Services for any purpose including without limitation compiling an internal database, redistributing or reproduction of the content by the press or media, or through any commercial network, cable or satellite system;
• Post or transmit any content or submissions, about yourself or another person or entity, including any messages, ads, data, images, text illustrations, articles, photographs, or audio or video clips that might be considered by a reasonable person to be obscene or that contain racial, ethnic, religious slurs or derogatory epithets, or that advocate violence or hate, is threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, harassing in nature, profane or indecent material of any kind including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or violate any local, state, provincial, territorial, federal or other law, infringe any person's privacy or personal information, identify or make it easy to identify a child, or any child or other person's present or future location, that contain language that is otherwise deemed offensive by us, or that contains software viruses, corrupted data, cancel bots, commercial solicitations, or mass mailings or any form of "spam";
• Use the Services in any manner that promotes and/or enables illegal or unlawful activities;
• Permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or the rights of our licensors, or allow any third-party to access the content, including without limitation, intellectual property, privacy, publicity or contractual rights, including but not limited to subleasing an accommodation without the rights to do so;
• Use the Services other than for its intended purpose, or in any manner not expressly permitted in these Terms;
• Remove any copyright, trademark, or other proprietary rights notice from the Services or any content thereof;
• Create a database by downloading and saving content from the Services;
• Delete or revise any content on the Services;
• Transmit, disclose, collect or store personal information about others;
• Attempt to defeat any security measures that we take to protect the Services;
• violate any local, municipal, provincial, national, or other law or regulation, or any order of a court;
• use manual or automated software, devices, scripts, robots or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Services, or use automated scripts to collect information or otherwise interact with the Services;
• use our Services to transmit, distribute, post or submit any information concerning any other person or entity, without their permission, including without limitation, photographs, personal contact information, or credit, debit, calling card or account numbers;
• use our Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to holding an event or film production at a Location;
• "stalk" or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting with one another;
• offer, as a Location, any accommodations that you do not yourself own or rent as a Location (without limiting the foregoing, you will not list accommodations as a Location if you are serving in the capacity of a rental agent or listing agent for a third party property owner);
• register for more than one user account or register for a user account on behalf of an individual other than yourself; if you are a Location owner with multiple properties, those Locations can be registered under one user account;
• use the site to find a Location and then complete the transaction offline in order to circumvent your obligation to pay for the Services;
• submit any listing with a false or misleading price, or submit any listing with a price that you do not intend to honour; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

The foregoing is merely a list of examples of prohibited conduct. The Company reserves the right to cancel a user account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.

You must remove allfalse, misleading, or deceptive public reviews, and we reserve the right to remove them or have them removed, and to seek legal action.

Unauthorized use, such as is set out above, is a material breach of these Terms, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

2.2 Disputes with Other Users. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

You agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users will be limited to a claim against the particular user or users who caused you harm. You agree not to attempt to impose liability on, or seek any legal remedy from the Company and you release the Company from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your communication or interaction with other users on the Services or your experience as a guest or host in connection with the Services.

2.3 Location Prices. If you are a Location, you acknowledge and agree that the price you specify for your Location will constitute an essential part of a binding agreement between you and the Renter. You further agree not to alter the price once accepted for that particular transaction. You have the right to alter the price for transactions other than mid-transaction. All rental prices for a Location that you set will be equal to or better than the prices for which the Location is made available through your own, or any third-party, booking or other distribution channel. All rental prices will include applicable taxes.

If you are a Renter you agree that the price specified for a Location constitutes an essential part of a binding agreement between you and the Location.

3 MINORS MAY NOT USE SERVICES.

You must be at least 18 years old to register to use the Services. By registering to use our Services, you represent that you are 18 or over.

4 USER ACCOUNTS

In order to use the Services and any support provided for the Services, you may be required to create a user account (the "User Account") and obtain a username and password login credentials ("User ID"). You are responsible for keeping your User ID secure, and the information in your User Account accurate and up to date. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Services, any content, your account details or any user content. Some Services and/or functionalities or elements of the Services may only be available to you if you have a User Account.

We may contact you via email, phone, or text using information that you provide to us in a User Account or through other means, in relation to Location bookings.

You agree to: (a) log off from your User Account at the end of each session on our Services; and (b) notify us immediately of any unauthorized use of your password, User ID or any other breach of security relating to your User Account or the Services.

5 YOUR CONTENT

5.1 You Grant Us a License. By submitting any content (including without limitation, any photograph, words, pictures, symbols or information) to the Services, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, have distributed and promote such content in any form, in all media now known or hereinafter created and for any purpose, subject to the Privacy Policy. You represent and warrant that you have sufficient rights to grant us this license.

By providing content to the Services, you hereby:

5.2 Content Restrictions. You are solely responsible for any content that you submit, post or transmit via our Services and it must not contravene your obligations under these Terms or any applicable laws.

Wewill not be responsible for any damages you or any third-party may suffer as a result of the submission, transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any submitted, transmitted, stored or received information. You are solely responsible for the retrieval and use of the content of the Services. You should apply your own judgment in making any use of any content, including, without limitation, the use of the information as the basis for any conclusions.

WE ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THE SERVICES. THE CONTENT ON THE SERVICES MAY BE CHANGED WITHOUT NOTICE TO YOU. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. WE DISCLAIM ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE SERVICES. ACCESSING ANY CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

5.3 No Obligation to Post Content. We have no obligation to post any content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove or delete any content that you post or submit.

5.4 Emails and Phone Numbers. We do not allow the exchange of personal information via the online messaging in order to protect the privacy of the Location owners, Renters, other users and our other customers. The exchange of contact information will happen directly between Locations and Renters once a site visit is scheduled or booking/reservation for the Location has occurred. Any phone numbers or email addresses incorporated in any messaging via the Services will be rejected and you will be asked to edit your message in order to comply with our guidelines.

5.5 User reviews. If you provide a user review of any Locations or the Services, we may list such user reviews upon Location listings, search results, other webpages, or otherwise in the Services. We may:

• curate reviews;
• update reviews;
• delete reviews;
• edit reviews for spelling errors or grammatical issues; and
• display reviews or other testimonials in the Services and/or any of our marketing materials.

5.6 Location Content. We may incorporate sponsorships in relation to a Location listing in the Services. We reserve the right to: promote any Location, even without consent to do so; and to promote Locations in one or more elements of the Services (e.g., the Site, social media, etc.) as well as in other marketing channels.

We do not warrant that a Location will resemble in any manner any photos or other information in a Location Listing. We merely provide Services whereby users can access information provided to the Service regarding a Location. It is your sole obligation and responsibility to verify the suitability of a Location for any purpose, and to obtain accurate information relating to the Location, either by a site visit you set-up with said Location, or otherwise. We bear no responsibility, liability or any other obligation relating to any Location and the accuracy of a listing relating to such Location. No refund or cancellation will be permitted on the basis of inaccuracy of any listing for a Location.

6 THIRD-PARTY CONTENT

In using our Services, you may be exposed to content and information from other users or third parties ("Third-Party Content"), either at our Site or through links to third-party websites. We do not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to, Third-Party Content, including without limitation, profiles of other users of our Services.

7 FEES & PAYMENTS

7.1 Fee Structure. We may, in our sole discretion, offer some or all of our Services to you for free or charge you subscription fees or pay-for-service fees in accordance with our then-current fees included in the Services, any schedule, invoice, or any other written communication, as may be amended from time to time (the "Fee Schedule"). You or a responsible third party are responsible for paying any such applicable fees in accordance with the Fee Schedule, as well as other fees, charges and costs incurred by you (the "Fees"). Unless otherwise expressly indicated in the Fee Schedule, all Fees are quoted in Canadian dollars, exclusive of applicable sales and value added taxes and are non-refundable and payable upon invoicing or demand from us. You or a responsible third party are responsible to pay all sales and value added taxes that may be imposed in each applicable jurisdiction and will hold and save us harmless in respect of any such taxes.

In exchange for providing the Services, the Company charges a percentage of the rental cost of the Locations (the "Service Fee"). If you are a Renter, you agree to pay both the amount posted by the Location that you have chosen to rent and the additional Service Fee for each contract for rent or lease and each renewal or extensions of such contract. If you are a Location, posting a listing is free, and you agree to use the Services for each contract for rent or lease and each renewal or extension with the Renter for the Location. Rental costs for a Location will be provided to the Location in accordance with the Services the Location subscribes for, and these Terms.

We may charge additional fees for optional Services or functionalities of the Services. For example, you may incur an additional charge if you seek our assistance with ranking your listing, or for other optional Services. All fees, including the percentage charged as Services Fees, are subject to change at our discretion.

We are not responsible for collecting any taxes on behalf of you or any other person. We reserve the right to charge interest on late payments of any fees owing to us and/or any user, and to use any legal means to collect late and outstanding payments, including collections agencies or court proceedings.

7.2 Cancellation and Refunds. If you are a Renter and you cancel your Location reservation request, the Company will return the funds to you in accordance with its cancellation policy, as set out at: https://www.setscouter.com/cancellation-policy, as may be amended from time-to-time.

7.3 Payments. If you are a Renter you are required to provide a valid credit card at the time of booking a viewing of a Location, and booking a Location. We further may require you to provide and keep updated during the Term the details of a current and valid credit card or other payment method ( "Payment Method" ) that is acceptable to us in our sole discretion.

You hereby authorize us to charge any and all prices and fees that become due and payable to the Payment Method. You agree to pay such fees, charges and penalties (including costs and expenses related to collection by us of overdue payments) as we may from time to time set out in the System in respect of late or overdue payments, or declined or unsuccessful Payment Method transactions.

Credit card payments may be handled on our behalf by a third party credit card payment provider and you grant such third parties the rights to charge your Payment Method in accordance with the rights granted to us in these Terms. You further grant the third party credit card payment provider the right to provide us with information relating to your Payment Method.

You bear all obligations and liabilities relating to the Payment Method information you provide to us. We reserve the right to charge a 10% transaction fee for all uses of a Payment Method and other fees for any error by you relating to any use of a Payment Method (e.g., requirement to resend payment information due to your error). If we have not received any portion of a Location rental payment within 48 hours of use of a Location, you hereby grant us the right to charge the outstanding payment amount to the credit card provided for the initial payment.

We bear no responsibility or liability for any fees imposed by a third party provider of a Payment Method. You hereby agree to all terms and conditions imposed by such third party provider of a Payment Method.

7.4 Taxes. The Company is not an owner or operator of any Locations, and does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control any Locations. The Company is not an agent for any Location, Renter, or any other providers or users of Locations. We may act as an intermediary for the collection of payments between Renters and Locations which choose to enter into a transaction via use of the Services. We do not bear any obligation relating to taxes relating to any prices, fees or other charges for Services or any transaction between you and any other users or person. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. We cannot and do not offer tax advice to either Locations or Renters.

7.5 Damages. If you are a Renter you agree that you are responsible for leaving the property in the condition that it was provided to you. In the event that a Location claims any damages, the Location must provide evidence of such damages, including but not limited to photographs. If you are a Renter you agree to pay the cost of all repairs for all damages.

7.6 Security Deposit. If you are a Renter you agree to provide us with a security deposit, the amount of which shall be determined by in accordance with the Location that is being rented (the "Deposit"). The Deposit is a fee under these Terms. In the event that the Location claims damages in accordance with section 7.5 herein, and the Location has provided us with notice of any such claim (a "Claim Notice"), we shall release the Deposit to the Location within a reasonable time of the receipt of such Claim Notice. If you are a Location you agree that we are not responsible for the collection of any security amount in excess of the Deposit and in the event that the damage to the Location is in excess of the Deposit, you shall have no recourse against the Company. If you are a Renter you agree that if the damage amount is greater than the Deposit, we may collect the damage amount via the Payment Method.We bear no obligation to collect any amounts for any damages in excess of the Deposit, but may do so at our discretion. The Location may seek damages through any legal recourse available to it, including but not limited to collection agencies and court proceedings.

We may send production tips prior to the occurrence of any production at a Location. You agree to review such tips in detail and act in accordance with such tips to minimize and mitigate potential damages.

7.7 Insurance & Damage Claims.

The Company reserves the right to determine at its sole discretion which insurance claims or damage claims that it will become involved with, if any. The Company further may require Renters, Locations or other users of the Services to obtain and maintain insurance individually or jointly, at the Company's sole discretion. The Company further reserves the right to delay payments of any damages claimed to a Location or any other person, at its discretion.

7.7.1 Claim Notice

A party instigating any insurance claim or any damages claim must provide notice of such claim within 48 hours of the occurrence of the cause for such claim: (i) to the Company; and (ii) to the party against which the claim is instigated.

7.7.2 Claim Settlement Negotiations

The Company reserves the right to engage in settlement discussions relating to any damages claim with any Renter or Location. The Company further reserves the right to terminate any such settlement discussions should the Company deem such discussions to be at a stalemate or to fail to progress in an efficient or effective manner, at the Company's sole discretion.

7.7.3 Insurance Claims for Damages

If an insurance claim is made for any damages, such claim shall be between the Location and the Renter. Damage may include property damage, bodily damage, charges for alarms (security, fire, etc.), fines and other costs relating to damage to a Location. All Locations and Renters agree that they will obtain and maintain insurance commensurate with the provision, rental and use of Locations to occur in accordance with these terms. For example, all Locations that are commercial spaces shall hold commercial liability insurance in amounts at least commensurate with industry standards; and all Locations that are residential spaces shall hold home insurance and renter insurance (as applicable) in amounts at least commensurate with industry standards.

7.7.4 Claim Notices and Information

Should any insurance claim be made, or any legal proceedings relating to an insurance claim or to a damages claim commence, the Company will only provide the following: (i) a copy of the insurance claim forms provided in its possession, if any; (ii) a copy of emails between the relevant user(s) and the support team of the Company relating to the claim or legal proceedings, if any; and (iii) photos of relevant damages provided to Company, if any. For clarity, in the circumstance of an insurance claim or legal proceeding, the Company will not provide any information, documentation or assistance other than the foregoing.

7.7.5 Damage Claim Defendants

Set Scouter, its employees and directors shall not be named as defendants in any damages claim of any nature whatsoever.

7.7.6 Non-Responsiveness by Renter or Location

Should a damage claim be instigated whereby any costs are imposed upon or incurred by the Company, and a Renter or Location fails to be responsive to such claim, the Company reserves the right to charge any costs borne by the Company to the unresponsive party and any Payment Method provided by such party to the Company. For clarity, a Renter or Location will be deemed to have failed to be responsive to a claim if no response by such entity occurs within 72 hours of that entity being provided with notice of such claim, and the Company being provided with confirmation of such response.

7.7.7 Processing Damage Claims Against a Deposit

We must receive the following in order to process any damage claim against a Deposit: original receipts for property relating to all damage claims; or a quote from the manufacturer of the damaged property for repair thereof, or for the present value of an undamaged version of the property if the property cannot be replaced. If an original manufacturer cannot provide a repair estimate, 3 quotes from different repair facilities can be obtained. We reserve the right to collect additional repair quotes at our discretion, whether or not the original manufacturer can provide a quote for repairs. The average of all estimates obtained shall be relied upon in the damages proceedings.

7.7.8 Claim Costs Against a Deposit

We will not accept any claim costs against a Deposit, in accordance with the information available at this link: https://help.setscouter.com/help/damage-claims-that-cannot-be-submitted-through-set-scouter. A Location shall accommodate the request of any Renter production team to review any damage in person at least one time within 48 hours of a claim.

7.7.9 Overtime Claims

Overtime claims must be deducted from the Deposit first, prior to any stipends or damages being deducted from the Deposit. We will apply fees (e.g., service fees, transfer fees, and other fees):

• for overtime use by the Renter of a Location, and such fees will be credited to the Payment Method of the Location; and
• for damage claims and stipends, such fees will be collected as an additional charge via the Payment Method of the Renter producer, and will be paid to us by the Renter prior to payment before any outstanding claim costs.

In accordance with the foregoing, the Company will always receive the payments due to it from Location and Renter before Location or Renter provide any other payments to any other person.

7.7.10 Deposit Information Collection by Company

The Company may collect information from both the Location and the Renter to determine responsibility for payment of any Deposit or other amounts to or on behalf of either party, solely at its discretion.

7.7.11 Booking Locations Without Insurance

Set Scouter will only allow productions without insurance to book Locations if such productions have prior authorization from the Locations before booking. In no circumstance will Set Scouter be liable for any uninsured production.

8 PROPRIETARY RIGHTS

8.1 Our Intellectual Property. All content, software code, designs, data, and other elements of the Services is either owner or licensed by Set Scouter, and is protected by rights of publicity, copyright, trademark, trade secret, and other proprietary rights and intellectual property rights as applicable. Except as expressly authorized by us, you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works or otherwise use any of the foregoing without prior written approval of the Company. "Set Scouter Inc." "Set Scouter," and setscouter.com are trademarks and domain names of the Company and are protected for exclusive use by the Company by law. You hereby agree that you will not use such trademarks or domain names for any purpose, including but not limited to as metatags on other websites, in written materials or otherwise.

Except as granted in the limited licences herein, any use, modification, transmission, distribution, republication, or other exploitation of the Services, whether in whole or in part, is prohibited without our express prior written consent. Neither these Terms nor your use of the Services convey or grant to you any rights to use or reference in any manner our brand elements, company names, logos, trademarks or services marks or those of our licensors.

Access to the Services for any purpose except the license right granted to you in these Terms is prohibited. You must also: abide by any additional requirements governing the use of any content that may be set out in the Services or any Services; and if a period of time for which license rights are granted to you is prescribed (such as a subscription term or other period of time), you may only use the Services during such period of time. In the event of a conflict between the terms of a licence governing particular content and these Terms, the terms of the specific licence will govern.

8.2 Your Use of Our Intellectual Property. You may not systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise. You may not display any portion of our Services in a frame (or any content from our Services through in-line links) without our prior written consent, which may be requested by contacting us at legal@setscouter.com. You may, however, establish ordinary links to the homepage of our Site without our written permission, and you may make use of embedded HTML "widgets" if we have provided the HTML code.

These Terms provide to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Services conditioned on your continued compliance with these Terms, all other requirements we impose for the Services, and all applicable laws and regulations. From time-to-time we may alter, amend, reduce or eliminate any function or elements of the Services, or may revoke this license, at our sole discretion.

ALL SERVICES, INCLUDING SOFTWARE EMBEDDED OR INTEGRATED INTO THE SERVICES, ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATIONS, ANY WARRANTY THAT THE SERVICES OR SOFTWARE: (I) IS OF MERCHANTABLE QUALITY AND/OR IS FIT FOR ANY PARTICULAR PURPOSE; (II) WILL CONFORM WITH ANY SPECIFICATIONS RELATING TO THE SERVICES OR SOFTWARE; (III) WILL BE FREE FROM MATERIAL DEFECTS; (IV) CONTAINS NO COMPUTER VIRUSES OR OTHER CONTAMINANTS; OR (V) SHALL PROCESS DATA WITHOUT CAUSING ANY PROCESSING INTERRUPTIONS, ABNORMAL TERMINATION OR PROCESS OR MANIPULATE ANY DATA.

8.3 Media Releases. We are not responsible for any media releases or other agreements relating to the rental of Locations between the Renter and the Location. A means to digitally sign such agreement may be offered via the Services, but such function does not create any liability or obligation of the Company in relation to any such agreement.

9 TRANSMISSION OF DATA

THERE IS NO GUARANTEE THAT DATA, CONTENT, PERSONAL INFORMATION OR OTHER INFORMATION VIA THE SERVICES OR ON THE INTERNET, OR SUBMISSIONS TO THE SERVICES OR THROUGH THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE SERVICES AND THE CONTENT THEREOF IS AT YOUR OWN RISK AND WE ASSUME NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE SERVICES OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR INFORMATION, CONTENT, ACCOUNT INFORMATION, OR PERSONAL INFORMATION.

10 FEEDBACK

Should you provide any feedback or commentary to us relating to the Services or otherwise (collectively the "Feedback") you hereby assign all rights, title and interest in and to such Feedback to us, including but not limited to all intellectual property rights therein and relating thereto, and you further hereby waive all moral rights therein in our favour. We reserve the right to utilize such Feedback in any manner, or to decline to utilize the Feedback in any manner, at our sole discretion. For clarity, you will not have any rights, title or interest in any use made of the Feedback, including but not limited to, any products or services developed from the Feedback.

11 CONSENT TO ADVERTISEMENT; NO ENDORSEMENTS

By using the Services, you consent to us posting advertisement materials on portions of the Services. Unless expressly stated, we do not recommend or endorse any particular brand of products, services, procedures, or other information that appears or is advertised from time to time on the Services.

12 THIRD PARTY VENDORS

The Services may contain links to third party websites and/or services provided by third parties. These links are provided for convenience only and not an endorsement by us of any third party website, its content, or any third party services. Unless specifically stated, we do not operate any third party websites and we are not responsible for any content thereof or third party services, nor do we make any representation, warranty or covenant of any kind regarding any third party website or services including, without limitation, any representation, warranty, or covenant:

The Services are not to be linked to or from any third party website. We reserve the right to prohibit or refuse to accept any link to the Services at any time and may remove a link without notice. You agree to remove any link to the Services you may have acquired or stored on at our request.

Third party service providers may provide Services. We bear no responsibility or liability for any Services provided by any third party. You hereby agree to all of the terms and conditions that such third party service providers imposed upon users of Services or of other services provided by such third party service providers. It is your sole responsibility to obtain copies of any such terms and conditions from such third party service providers.

If you engage any third party service providers to provide services at a Location, including any third party service providers engaged by you through the Services, we do not bear any liability or responsibility for such third party service providers or the services provided thereby, whatsoever.

13 SUPPORT SERVICES

We may provide support for the Services to you, via an online, phone, email or other method, at our sole discretion and as may be amended from time to time. Information about such support for the Services is available at: https://help.setscouter.com, as may be amended from time to time.

Should you take or threaten to take any legal action against us, all support for the Services will solely be available thereafter via email or written letter sent by the post or courier, and all or some Services previously provided to you may be immediately terminated.

14 TERMINATION.

We may, in our sole and absolute discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate your access to our Services and/or support for the Services; (b) deactivate or delete any of your User Account(s) and all related information and files in such accounts; and (c) bar your access to your User Account and/or any Services.

15 MODIFICATION OF SERVICES.

We may, in our sole and absolute discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

12 LEGAL COMPLIANCE.

You shall use our Services in a manner consistent with any and all applicable local, municipal, provincial, federal and international laws and regulations.

You agree that you bear all responsibility and liability for all permits, including city permits, health permits, filming permits, and other permits and licenses required by the Location and/or the Renter, and for compliance with all application laws, regulations, codes, policies and union requirements. You shall pay all fines imposed by authorities, including public health and city authorities.

13 DISCLAIMER OF WARRANTIES

13.3 IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF OUR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION.

13.4 NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14 LIMITS ON LIABILITY

14.1 UNDER NO CIRCUMSTANCE WILL WE BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES), INCLUDING, WITHOUT LIMITATION, ANY DAMAGES AS PER SECTION 7.5 HEREOF, PROFESSIONAL NEGLIGENCE, PERSONAL INJURY, LOST INCOME OR LOST DATA, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES. WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND INDEPENDENT THIRD PARTY CONTRACTORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH, INCLUDING ANY ARISING FROM OR RELATING TO: (A) THE USE OR INABILITY TO USE OUR SERVICES; (B) HARM OR DAMAGE TO YOUR PROPERTY OR ANY PERSON AS A RESULT OF USING OUR SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (D) ANY HARM TO YOU CAUSED IN WHOLE OR PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICES; (E) STATEMENTS, CONDUCT OR OMISSIONS OF ANY LOCATION, RENTER, OR OTHER THIRD PARTIES ON OUR SERVICES; OR (F) YOUR OR ANYONE ELSE'S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION FROM INTERACTIONS WITH OTHER USERS OF OUR SERVICES OR PERSONS INTRODUCED TO YOU BY OUR SERVICES, WHETHER ON-LINE OR OFF-LINE AND THE LOCATION SHALL HAVE NO RECOURSE AGAINST SET SCOUTER.

14.2 WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY USER OR SERVICES PROVIDER OF THE SERVICES, OR ANY ADVERTISER OR SPONSOR OF THE SERVICES (COLLECTIVELY, "THIRD-PARTY"). UNDER NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INJURY, LOSS, DAMAGE OF ANY KIND (INCLUDING DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES), OR EXPENSE ARISING IN ANY FASHION WHATSOEVER FROM:

i. THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY; OR

ii. ANY ACCESS, USE, RELIANCE UPON OR INABILITY TO USE ANY MATERIALS, CONTENT, GOODS, OR SERVICES LOCATED AT, OR MADE AVAILABLE AT, ANY WEBSITE LINKED TO OR FROM THE PLATFORMS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF OWNER KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO WITH OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED CANADIAN DOLLARS ($100).

15 INDEMNITY.

You shall indemnify and hold us (and each of our officers, directors, employees and third party service providers) harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to your use of our Services, actions and omissions relating to Locations and rentals, and for any breach of any term of this Agreement. We will control any such defence and related settlement and you will reasonably assist us therewith at your expense.

16 COPYRIGHT INFRINGEMENT

If you believe that any content on the Services infringes your copyright, you may request that it be removed. This request must bear a signature of the copyright owner and must comply with the following, or with the requirements of applicable law in the relevant jurisdiction: (a) identify the allegedly infringing content; (b) indicate where on the Services the infringing content is located; (c) provide your name and contact information; (d) state that you have a good faith belief that the content is infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner. Our contact for copyright issues relating to the Services is: legal@setscouter.com

17 COMPLIANCE WITH INVESTIGATIONS

We will cooperate with any investigation by any federal, provincial, or local body or any court or tribunal legitimately exercising its rights. Such cooperation may occur without any notice being provided to you.

18 TERMINATION

We may, in our sole discretion, cancel or terminate your right to use the Services or any part of the Services at any time without notice. In the event of termination, you are no longer authorized to access the Services or the part of the Services affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Services, the disclaimers, and limitations of liabilities set out in this Agreement shall survive termination of this Agreement. We shall not be liable to you or to any third party for such termination.

You may terminate these Terms at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Services) that your User Account be deleted or deactivated, ceasing use of the Services and uninstalling and removing all local software components thereof from your systems, including removing the Services from your mobile device.

19 USE PROHIBITED WHERE CONTRARY TO LAW

Use of the Services is unauthorized in any jurisdiction where the Services or any of the content may violate any laws or regulations. You agree not to access or use the Services in such jurisdictions. You agree that you are responsible for compliance with all applicable laws and regulations. Any contravention of this provision, or any provision of these Terms is entirely at your own risk.

20 GOVERNING LAW.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, notwithstanding conflict of law principles. All disputes and controversies arising out of or relating to these Terms or the relationship of the parties shall be finally and bindingly resolved in accordance with the provisions of the Arbitration Act (Ontario) or federal or provincial courts, as applicable. The place of arbitration or any court proceedings shall be Toronto, Ontario. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration or court proceeding may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST THE COMPANY, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

21 MISCELLANEOUS.

These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. We may assign our rights and delegate our obligations under these Terms in whole or part to a third party. Headings of sections are for convenience only and shall not be used to limit or construe such sections. Terms that survive by their nature shall survive termination of these Terms, including proprietary rights, limits on liability, indemnities, all fee obligations, protections for the Services, and other such terms as survive by their nature, by not including any license or right to the Services provided herein by the Company.

Please contact us at legal@setscouter.com with any questions regarding these Terms.

© Set Scouter Inc., 2023.