Welcome to TerraYield Capital Inc. ("TerraYield", "we", "our", or "us").

These Terms of Use ("Terms") govern your access to and use of TerraYield's websites, web applications, mobile applications, dashboards, databases, artificial intelligence systems, software, APIs, reports, analytics, research tools, subscription services, and all related products and services (collectively, the "Platform").

By accessing or using the Platform, creating an account, purchasing a subscription, uploading information, or otherwise interacting with TerraYield, you acknowledge that you have read, understood, and agree to be legally bound by these Terms together with all other policies incorporated by reference, including the Privacy Policy, Responsible AI Policy, Information Security Policy, Cookie Policy, Investment Intelligence Disclaimer, Data Governance Policy, and Acceptable Use Policy.

If you do not agree to these Terms, you must immediately discontinue use of the Platform.

The Platform is intended solely for individuals and organizations legally capable of entering binding contracts under applicable law.

By using the Platform, you represent and warrant that:

• you are at least the age of majority in your jurisdiction;
• you possess the legal capacity to enter into these Terms;
• all information you provide is accurate, current, and complete;
• you will promptly update any information that becomes inaccurate or incomplete;
• your use of the Platform does not violate any applicable law, regulation, court order, contractual obligation, or professional duty.

If you are using the Platform on behalf of a corporation, partnership, trust, governmental entity, or other organization, you represent that you have authority to bind that organization to these Terms.

TerraYield is an artificial intelligence-assisted investment intelligence platform designed to organize, analyze, compare, and present structured information relating to global real estate investment opportunities.

The Platform is intended to assist users by aggregating publicly available information, licensed data, user-supplied information, statistical indicators, market research, and artificial intelligence-assisted analytical outputs into structured decision-support tools.

TerraYield is not:

• a registered investment dealer;
• a securities adviser;
• a portfolio manager;
• a financial planning firm;
• a mortgage brokerage;
• a real estate brokerage;
• a law firm;
• an accounting firm;
• a tax advisory service;
• an immigration consultancy;
• an appraisal company;
• a fiduciary; or
• an agent acting on behalf of users.

The Platform is designed solely to assist users in organizing and evaluating information. Ultimate investment decisions remain entirely the responsibility of each user.

All information available through the Platform is provided solely for informational, research, educational, and analytical purposes.

Nothing available through TerraYield constitutes:

• investment advice;
• financial advice;
• securities recommendations;
• legal advice;
• accounting advice;
• tax advice;
• immigration advice;
• appraisal services;
• brokerage services;
• fiduciary advice; or
• recommendations to buy, sell, lease, finance, or otherwise transact in any property, security, or investment.

No information available on the Platform should be interpreted as creating a professional-client relationship of any kind.

Users are solely responsible for obtaining independent advice from appropriately qualified professionals before making financial, investment, legal, tax, immigration, financing, or business decisions.

Certain portions of the Platform incorporate artificial intelligence technologies to assist with:

• extracting structured information from source materials;
• summarizing lengthy reports;
• comparing jurisdictions;
• organizing datasets;
• identifying trends;
• identifying patterns, trends, anomalies and analytical insights within available data;
• generating comparative analyses;
• producing investment intelligence;
• classifying information;
• estimating confidence levels;
• generating alerts; and
• supporting platform search functionality.

The Platform does not generate personalized investment recommendations, recommendations tailored to a user's investment objectives, financial circumstances, risk tolerance or suitability profile, and should not be interpreted as doing so.

Artificial intelligence is a statistical technology that generates probabilistic outputs rather than definitive factual conclusions.

Accordingly, AI-generated content may contain inaccuracies, omissions, outdated information, inconsistencies, contextual misunderstandings, or fabricated information commonly referred to as "hallucinations."

Although TerraYield implements review procedures and quality assurance mechanisms where appropriate, users acknowledge that artificial intelligence cannot guarantee correctness or completeness.

Users agree not to rely exclusively upon AI-generated content when making investment, legal, financial, tax, immigration, financing, or business decisions.

Additional information regarding TerraYield's use of artificial intelligence is contained in the Responsible AI Policy, which forms part of these Terms.

All investments involve varying degrees of risk.

Real estate investments, whether domestic or international, are affected by numerous variables beyond TerraYield's control, including market conditions, financing availability, governmental policy, taxation, currency exchange rates, inflation, interest rates, geopolitical events, demographic trends, environmental conditions, regulatory changes, supply and demand, construction costs, and local legal frameworks.

Historical performance, projected yields, forecasts, rankings, confidence scores, comparative analyses, and market indicators are not guarantees of future performance.

Any investment decision involves the possibility of financial loss, including the loss of invested capital.

Users acknowledge that TerraYield neither guarantees investment success nor warrants that any investment opportunity presented through the Platform is appropriate for any particular investor.

The Platform incorporates information obtained from numerous third-party sources, including governmental agencies, statistical organizations, public registries, licensed data providers, research organizations, publicly available publications, APIs, user-uploaded materials, and artificial intelligence-assisted extraction systems.

TerraYield does not independently verify every item of third-party information.

Accordingly, TerraYield makes no representation or warranty regarding:

• completeness;
• accuracy;
• timeliness;
• reliability;
• availability;
• regulatory compliance;
• continued publication; or
• suitability for any particular purpose.

Users acknowledge that third-party information may change without notice and remains the responsibility of the original source provider.

Where practical, TerraYield endeavors to identify source categories and maintain audit trails to improve transparency, but the existence of a source reference should not be interpreted as a guarantee of accuracy.

Certain Platform functionality requires registration of a user account.

Users agree to maintain accurate registration information and are responsible for safeguarding account credentials, authentication devices, and passwords.

Users must immediately notify TerraYield if they become aware of unauthorized access, suspected credential compromise, or other security incidents affecting their account.

Users remain responsible for all activities occurring under their account unless resulting solely from TerraYield's negligence or willful misconduct.

TerraYield reserves the right to require identity verification where reasonably necessary to protect users, investigate suspected fraud, comply with legal obligations, or preserve Platform integrity.

Certain services offered through the Platform are available only through paid subscriptions.

Subscription plans may vary by pricing tier, functionality, geographic availability, enterprise licensing, permitted usage volumes, storage capacity, or other commercially reasonable criteria determined by TerraYield.

Unless otherwise stated at the time of purchase:

• subscription fees are payable in advance;
• subscriptions automatically renew for successive billing periods;
• users may cancel future renewals through their account settings before the applicable renewal date;
• cancellation does not entitle users to refunds for the unused portion of an active subscription period unless required by applicable law;
• promotional pricing may be modified or discontinued at any time; and
• applicable taxes shall be added where required by law.

Failure to pay subscription fees when due may result in suspension or termination of access until outstanding balances have been satisfied.

TerraYield continually improves its services.

Accordingly, TerraYield may, at any time and without prior notice:

• modify Platform functionality;
• add or remove features;
• change scoring methodologies;
• update artificial intelligence models;
• revise comparative ranking systems;
• introduce new subscription plans;
• discontinue products;
• modify APIs;
• update interfaces;
• replace third-party service providers; or
• alter technical infrastructure.

Nothing contained in these Terms guarantees the continued availability of any particular feature, dataset, methodology, or service.

The methodologies used by TerraYield to generate rankings, confidence indicators, investment intelligence, comparative analyses, and other analytical outputs are proprietary and may evolve over time.

As additional information becomes available, source quality improves, regulatory environments change, or analytical models are refined, historical scores and analytical outputs may change.

Users acknowledge that differences between historical and current results do not necessarily indicate prior inaccuracies but may instead reflect improvements in data quality, methodology, or analytical techniques.

The Platform, together with all software, databases, source code, APIs, artificial intelligence models, prompts, datasets, taxonomies, scoring methodologies, algorithms, market intelligence frameworks, research methodologies, dashboards, reports, visualizations, graphics, designs, logos, trademarks, trade names, documentation, written materials, compilations, metadata, and all related intellectual property, whether registered or unregistered, are and shall remain the exclusive property of TerraYield or its licensors unless expressly stated otherwise.

Nothing contained within these Terms transfers ownership of any intellectual property to a user. Users are granted only a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform strictly in accordance with these Terms.

Users shall not acquire any ownership interest in any Platform content through subscription, purchase, access, or use.

Without TerraYield's prior written consent, users shall not:

• copy, reproduce, republish, or redistribute substantial portions of Platform content;
• commercially exploit Platform information;
• create competing databases using Platform data;
• scrape, harvest, crawl, or systematically collect Platform information;
• reverse engineer or attempt to discover source code, algorithms, prompts, scoring methodologies, or proprietary analytical models;
• train artificial intelligence or machine learning systems using Platform content;
• remove copyright notices or proprietary legends;
• create derivative works based upon the Platform; or
• sublicense, assign, lease, or otherwise transfer access to unauthorized persons.

Reasonable downloading or printing of limited information for a user's own internal research purposes is permitted provided that all copyright and proprietary notices remain intact.

TerraYield reserves all rights not expressly granted under these Terms.

The Platform may permit users to upload reports, spreadsheets, market research, financial information, documents, photographs, or other materials ("User Content").

Users retain ownership of all intellectual property rights they possess in User Content. However, by uploading User Content, users grant TerraYield a worldwide, non-exclusive, royalty-free, sublicensable licence for the duration necessary to provide the Platform to:

• store;
• reproduce;
• process;
• analyze;
• convert into structured data;
• summarize;
• classify;
• generate metadata;
• display within the user's account;
• generate analytical outputs;
• improve search functionality;
• provide requested Platform services; and
• maintain backup and disaster recovery systems.

This licence terminates upon deletion of the applicable User Content except to the extent retention is required by law, necessary for backup restoration, fraud prevention, dispute resolution, security investigations, or compliance with legal obligations.

Users represent and warrant that:

(a) they own or possess all necessary rights to upload the User Content;

(b) the User Content does not infringe any copyright, trademark, patent, trade secret, privacy right, confidentiality obligation, contractual restriction, or other legal right;

(c) the User Content is accurate to the best of their knowledge;

(d) the User Content does not contain malicious code, malware, ransomware, viruses, or other harmful software; and

(e) uploading the User Content does not violate applicable law.

TerraYield reserves the right, but assumes no obligation, to remove, restrict, or disable access to User Content that reasonably appears to violate these Terms or applicable law.

The Platform relies upon various independent third-party service providers to deliver its services efficiently and securely.

These providers may include cloud infrastructure providers, authentication providers, payment processors, artificial intelligence providers, analytics providers, mapping providers, communications providers, hosting providers, and publicly available data sources.

TerraYield may replace or modify third-party providers at any time without notice.

Users acknowledge that interruptions, inaccuracies, or limitations affecting third-party services may affect Platform functionality.

To the fullest extent permitted by law, TerraYield is not responsible for outages, interruptions, delays, inaccuracies, security incidents, or failures attributable solely to third-party providers beyond TerraYield's reasonable control.

To provide certain Platform features, TerraYield may utilize artificial intelligence technologies supplied by independent service providers, including OpenAI and other commercially available large language models or artificial intelligence systems.

Information submitted for AI processing may be transmitted to such providers solely for purposes reasonably necessary to perform requested Platform functions, including summarization, extraction, organization, comparison, categorization, translation, or analytical support.

TerraYield endeavours to use reputable providers operating under commercially reasonable contractual commitments concerning confidentiality, privacy, and security.

Users acknowledge that AI providers operate independent infrastructure and TerraYield cannot guarantee uninterrupted availability or error-free processing of AI-generated outputs.

TerraYield strives to maintain continuous Platform availability but does not guarantee uninterrupted or error-free operation.

The Platform may become temporarily unavailable due to scheduled maintenance, emergency maintenance, software updates, infrastructure upgrades, cloud provider outages, internet disruptions, cybersecurity incidents, denial-of-service attacks, failures of third-party providers, governmental actions, force majeure events, or other circumstances beyond TerraYield's reasonable control.

TerraYield may suspend portions of the Platform where reasonably necessary to protect users, preserve system integrity, investigate suspected security incidents, comply with legal obligations, or implement technical improvements.

Users acknowledge that occasional interruptions are inherent in internet-based services and shall not constitute a breach of these Terms.

Users share responsibility for maintaining the security of their accounts.

Users agree to use strong passwords, maintain the confidentiality of authentication credentials, avoid credential sharing, promptly install security updates on their devices, and immediately notify TerraYield of suspected unauthorized access.

Users shall not knowingly introduce malware, ransomware, viruses, malicious scripts, or any software intended to interfere with the operation of the Platform.

Users shall not probe, scan, test, or attempt to compromise Platform security without TerraYield's prior written authorization.

TerraYield reserves the right to temporarily suspend access where it reasonably believes an account has been compromised or presents a security risk.

TerraYield may suspend, restrict, or terminate access to the Platform immediately where it reasonably believes that a user has:

• violated these Terms or any incorporated policy;
• engaged in fraudulent, deceptive, or unlawful conduct;
• attempted unauthorized access to Platform infrastructure;
• interfered with Platform security;
• misused Platform content;
• infringed intellectual property rights;
• failed to pay subscription fees;
• uploaded malicious software;
• abused Platform personnel;
• attempted to circumvent subscription restrictions; or
• otherwise created legal, financial, operational, or security risks for TerraYield or its users.

Where reasonably practicable, TerraYield may provide notice of suspension together with an opportunity to remedy the applicable breach.

Termination shall not affect any rights or obligations accrued prior to termination, including payment obligations, indemnification obligations, confidentiality obligations, or intellectual property protections.

The Platform is provided on an "as is," "as available," and "with all faults" basis to the maximum extent permitted by applicable law.

TerraYield expressly disclaims all representations, warranties, and conditions, whether express, implied, statutory, or otherwise, including warranties relating to merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, data accuracy, compatibility, satisfactory quality, or freedom from viruses.

Without limiting the foregoing, TerraYield does not warrant that:

• the Platform will operate without interruption;
• Platform content will always be accurate or complete;
• analytical outputs will be error-free;
• artificial intelligence outputs will always be correct;
• all jurisdictions will remain current;
• all third-party information will remain available; or
• the Platform will meet every user's expectations or investment objectives.

Users assume all risks associated with reliance upon Platform information.

To the maximum extent permitted by applicable law, TerraYield, its affiliates, directors, officers, employees, contractors, licensors, suppliers, and service providers shall not be liable for any direct, indirect, incidental, consequential, exemplary, punitive, special, or economic damages arising from or relating to:

• use or inability to use the Platform;
• investment decisions;
• business losses;
• loss of profits;
• loss of anticipated savings;
• lost business opportunities;
• inaccurate information;
• outdated information;
• artificial intelligence outputs;
• government reporting errors;
• third-party research inaccuracies;
• data synchronization delays;
• cloud infrastructure failures;
• cybersecurity incidents;
• service interruptions;
• subscription interruptions;
• software defects;
• API failures;
• exchange-rate fluctuations;
• tax consequences;
• financing decisions;
• immigration decisions;
• regulatory changes;
• changes in governmental policy;
• market volatility;
• loss of goodwill;
• corruption of electronic data; or
• any other loss arising from reliance upon Platform content.

Where applicable law prohibits exclusion of liability, TerraYield's aggregate liability for all claims arising out of or relating to these Terms or the Platform shall not exceed the total subscription fees actually paid by the user to TerraYield during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing contained in these Terms excludes liability that cannot lawfully be excluded under applicable law, including liability arising from fraud, fraudulent misrepresentation, or willful misconduct where such exclusions are prohibited.

Users agree to indemnify, defend, and hold harmless TerraYield, its affiliates, directors, officers, employees, contractors, licensors, successors, and assigns from and against all claims, actions, proceedings, investigations, damages, liabilities, losses, costs, expenses, fines, penalties, and reasonable legal fees arising out of or relating to:

(a) the user's breach of these Terms or any incorporated policy;

(b) misuse of the Platform;

(c) User Content uploaded by the user;

(d) infringement of third-party intellectual property rights;

(e) violation of applicable law;

(f) negligent, fraudulent, or intentional misconduct by the user; or

(g) any claim brought by a third party arising from the user's use of the Platform.

TerraYield reserves the right to assume exclusive control of the defence of any matter subject to indemnification, in which case the user agrees to cooperate fully in the defence of such matter.

TerraYield operates as an investment intelligence and data analytics platform and does not undertake to ensure that any user's proposed investment, transaction, financing arrangement, ownership structure, or business activity complies with the laws applicable to that user.

Users remain solely responsible for determining whether their intended activities comply with all applicable laws, regulations, licensing requirements, securities legislation, anti-money laundering legislation, anti-corruption legislation, sanctions laws, taxation requirements, foreign ownership restrictions, privacy legislation, consumer protection laws, immigration laws, real estate laws, municipal bylaws, and any other legal requirements applicable within the relevant jurisdiction.

Nothing on the Platform shall be interpreted as legal authorization, governmental approval, regulatory clearance, tax planning, securities advice, immigration advice, or confirmation that any proposed transaction complies with applicable law.

Users acknowledge that laws governing international real estate ownership, taxation, financing, residency programs, exchange controls, investment incentives, and foreign ownership restrictions frequently change and that TerraYield cannot guarantee the continued accuracy of legal or regulatory information.

The Platform is intended to assist users in organizing and evaluating information but is not intended to replace professional judgment.

Users acknowledge that any investment opportunity identified by the Platform should be independently evaluated through appropriate legal, financial, tax, engineering, environmental, regulatory, and commercial due diligence before any transaction is undertaken.

No score, ranking, recommendation, confidence indicator, comparative analysis, projected yield, forecast, market trend, investment opportunity, or AI-generated insight should be interpreted as a recommendation to invest or refrain from investing.

Users expressly agree that any investment decisions made after using the Platform are their own independent decisions and shall not be attributed to TerraYield.

Nothing generated by the Platform should be interpreted as a personalized recommendation that a particular investment is suitable for any specific user.

By creating an account or otherwise using the Platform, users consent to receive communications electronically.

Electronic communications may include:

• account notifications;
• billing notices;
• subscription renewals;
• invoices;
• password reset requests;
• security alerts;
• platform announcements;
• policy updates;
• legal notices;
• customer support communications;
• newsletters where consent has been provided; and
• other communications relating to Platform operations.

Users acknowledge that electronic communications satisfy any legal requirement that communications be provided in writing unless applicable law provides otherwise.

Users are responsible for maintaining accurate contact information and ensuring that TerraYield communications are not blocked by spam filters or other technical settings.

TerraYield recognizes the importance of protecting personal information and is committed to handling personal information responsibly.

Collection, use, disclosure, retention, storage, processing, international transfers, security safeguards, cookies, and users' privacy rights are governed by TerraYield's Privacy Policy, Information Security Policy, and Cookie Policy, each of which forms part of these Terms.

By using the Platform, users acknowledge that personal information may be collected, processed, stored, transferred, and retained in accordance with those policies.

Nothing contained within these Terms limits any privacy rights that users may possess under applicable law.

TerraYield continually monitors the security of the Platform using commercially reasonable administrative, technical, and organizational safeguards.

If TerraYield becomes aware of a security incident affecting personal information under its control, TerraYield will investigate the incident, take commercially reasonable steps to contain and remediate it, and provide notifications to affected users or regulatory authorities where required by applicable law.

Users acknowledge that no internet-connected system is entirely immune from cyber threats and that TerraYield cannot guarantee absolute protection against unauthorized access, cyberattacks, malware, ransomware, phishing attacks, distributed denial-of-service attacks, insider threats, or other sophisticated security incidents.

Users further acknowledge that their own security practices materially affect the security of their accounts and agree to cooperate with TerraYield in investigating suspected account compromise.

TerraYield shall not be liable for any delay, interruption, degradation of service, or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

Such circumstances include, without limitation:

• natural disasters;
• earthquakes;
• floods;
• fires;
• pandemics;
• epidemics;
• war;
• armed conflict;
• acts of terrorism;
• civil unrest;
• governmental actions;
• sanctions;
• labour disputes;
• internet outages;
• telecommunications failures;
• power failures;
• failures of cloud infrastructure providers;
• failures of artificial intelligence service providers;
• failures of payment processors;
• failures of internet service providers;
• denial-of-service attacks;
• ransomware attacks;
• cybersecurity incidents;
• software supply-chain attacks;
• changes in applicable law; or
• any other event beyond TerraYield's reasonable control.

During the existence of a force majeure event, TerraYield may suspend affected services without liability and shall resume normal operations within a commercially reasonable period after the event has ceased.

Users may not assign, transfer, sublicense, delegate, or otherwise dispose of any rights or obligations arising under these Terms without TerraYield's prior written consent.

TerraYield may assign or transfer these Terms, in whole or in part, without notice in connection with:

• a merger;
• acquisition;
• corporate reorganization;
• financing transaction;
• sale of assets;
• transfer of business operations; or
• any successor to TerraYield's business.

These Terms shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

TerraYield reserves the right to modify these Terms from time to time in response to changes in law, regulatory requirements, business operations, technology, Platform functionality, industry standards, or other legitimate business needs.

Where changes are material, TerraYield will take commercially reasonable steps to notify users through the Platform, electronic mail, or other appropriate means.

Unless otherwise required by applicable law, continued use of the Platform following the effective date of revised Terms constitutes acceptance of the revised Terms.

If a user does not agree with the amended Terms, the user's sole remedy is to discontinue use of the Platform and, where applicable, cancel any active subscription in accordance with the applicable subscription terms.

These Terms, together with all disputes arising out of or relating to the Platform or the relationship between TerraYield and its users, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Nothing in these Terms shall prevent TerraYield from seeking interim, injunctive, equitable, or protective relief in any court of competent jurisdiction where such relief is reasonably necessary to protect confidential information, intellectual property, Platform security, or other proprietary rights.

Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve disputes through good-faith discussions.

A party asserting a dispute shall provide written notice describing the nature of the dispute together with reasonable supporting information.

Unless immediate injunctive relief is required, the parties shall attempt to resolve the dispute through negotiations for a period of at least thirty (30) days following receipt of written notice.

If the dispute is not resolved during that period, either party may commence proceedings before the courts having jurisdiction under these Terms.

Nothing contained in this section prevents TerraYield from immediately seeking court orders relating to intellectual property infringement, misuse of confidential information, unauthorized access to computer systems, or other matters requiring urgent judicial intervention.

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be interpreted so as to give effect to its original commercial intent to the greatest extent permitted by law.

If such interpretation is not reasonably possible, the invalid provision shall be severed from these Terms without affecting the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

No waiver by TerraYield of any breach of these Terms shall constitute a waiver of any subsequent breach.

Failure or delay by TerraYield in exercising any right, remedy, power, or privilege under these Terms shall not constitute a waiver of that right, remedy, power, or privilege.

Any waiver shall be effective only if made expressly in writing by an authorized representative of TerraYield.

These Terms, together with the following documents, constitute the entire agreement between TerraYield and each user concerning access to and use of the Platform:

• Privacy Policy;
• Responsible AI Policy;
• Investment Intelligence & Regulatory Disclaimer;
• Data Governance & Source Transparency Policy;
• Information Security Policy;
• Cookie Policy;
• Acceptable Use Policy;
• Subscription Terms (where applicable); and
• any additional written agreements expressly incorporated by reference.

These documents supersede all prior discussions, representations, negotiations, understandings, advertisements, or communications relating to the subject matter addressed herein.

Nothing contained in these Terms shall limit any rights that cannot be excluded under applicable law.

The provisions of these Terms that by their nature are intended to survive termination shall survive termination or expiration of a user's access to the Platform.

Without limitation, the following provisions shall survive:

• Intellectual Property;
• User-Uploaded Content licences granted prior to deletion where retention is legally required;
• Confidentiality obligations;
• Limitation of Liability;
• Indemnification;
• Regulatory Compliance;
• Governing Law;
• Dispute Resolution;
• Survival;
• Payment obligations accrued prior to termination; and
• any other provision reasonably necessary to give effect to these Terms following termination.

Questions regarding these Terms, legal notices, or requests relating to Platform use may be directed to:

TerraYield Capital Inc.
Email: info@terayieldcapital.com
Website: https://www.terrayieldcapital.com/

Where a notice is required under these Terms, such notice shall be deemed received upon actual receipt by TerraYield at the designated contact information above, unless otherwise required by applicable law.