ION Marketplace Terms of Use

1. Acceptance of these Terms

These Terms of Use (Terms) govern your access to and use of the ION platform, websites, applications, and services provided by Planitar Inc. (Planitar, iGUIDE, we, us, our).

By accessing or using ION, you agree to be bound by these Terms and our Privacy Policy and any additional terms referenced here or presented within the platform (collectively, the Policies).

If you are using ION on behalf of an entity, you represent that you have authority to bind that entity. In this agreement, a reference to “you” refers collectively to you and any entity you represent.

2. The ION Platform

ION is an online marketplace and workflow platform that connects:

• Clients (Job Posters) who need properties captured and deliverables produced; and
• Photography service providers (Pros) who are certified iGUIDE operators that capture properties and deliver digital deliverables as specified in a relevant booking.

ION facilitates job postings, bidding, scheduling, messaging, delivery of files, reviews, and related features. Planitar does not provide the capture services itself and is not a party to agreements between Job Posters and Pros unless we expressly agree otherwise in writing.

ION does not process or facilitate payments between users. Payments are handled off-platform directly between Job Posters and Pros. If and when payment features are introduced, additional terms will apply.

3. Accounts on the ION Platform

Planitar provides the following ION account types:

• General Account: browse the directory, message Pros, and request quotes. General account holders cannot post jobs or bid.
• Job Poster: post jobs and manage bids. Job Poster accounts must have an iGUIDE customer ID and verify their business via Google Business Profile.
• Pro: create a directory profile and bid on jobs. Pro accounts must have an iGUIDE customer ID and verify their business via Google Business Profile.

Account eligibility criteria and verification

• You must be at least the age of majority where you live and able to form a binding contract.
• As a condition of account registration, we may require you to provide personal and business information, including full name, email, phone, business name, location, industry, iGUIDE customer ID, and for Pros additional profile and capability details (e.g., service area, availability, equipment, portfolio links). Personal information will be handled in accordance with our Privacy Policy.
• A Google Business Profile connection is required for Job Poster and Pro accounts for business verification and to import business details.
• Accuracy and updates: During the term of your usage of ION, you must provide accurate and up to date account and profile information.

Access security: ION uses passwordless sign-in (magic link). You are responsible for the security of your account and all activity under it. You must not share your access link with any unauthorised third party and must notify us promptly of suspected unauthorized use or access.

4. Role definitions and relationship with Planitar

Pros are independent contractors, not employees, agents, partners, or joint venturers of Planitar. Pros provide their own equipment, manage their schedules, and set their own pricing and terms.

Planitar may conduct business or credential checks or request information to verify eligibility (e.g., iGUIDE ID, Google Business Profile) but has no obligation to do so. Any verification, badges, ratings, or labels on ION indicate only that certain criteria were met at a point in time and are not endorsements or guarantees.

Planitar is not responsible for the actions or omissions of any user.

5. How jobs, bids, booking, and delivery work

Job posting: Job Posters can post job details (industry, location/address, property type, area, floors, date needed by, budget range, deliverables requested, capture requirements and tags).

Bidding: Pros may submit bids (service fee, itemized extras, availability date, bidder note) and/or message the Job Poster to clarify details. Bids can be withdrawn or updated prior to acceptance.

Booking: When a Job Poster accepts a bid, the job is “Booked” for both parties. Job Posters can cancel or reschedule booked jobs in accordance with any terms agreed between the parties.

Delivery: After capture, Pros mark “Capture Done” and then upload Deliverables through ION. Both parties can view Deliverables in ION.

Revisions/disputes: Job Posters may request a revision or flag a delivery as incomplete via ION. Pro may re-deliver in accordance with the terms of the relevant booking. ION provides tools for users to communicate and manage revisions, but Planitar is not obligated to resolve disputes between users.

Completion and reviews: When satisfied, the Job Poster marks the job “Complete” and may leave a review (star rating and written review). Reviews appear publicly on the Pro’s profile.

6. Payments, fees and taxes

ION does not process or handle payments. All fees and payment terms for services are determined directly between the Job Poster and the Pro. Planitar is not a party to those payment arrangements and is not responsible for payment performance, chargebacks, refunds, or disputes.

Each user is responsible for assessing and paying any applicable taxes arising from transactions between Job Posters and Pros.

7. Reviews, ratings, and feedback

Users may submit reviews and ratings of jobs and Pros. Reviews must be based on genuine experiences, be accurate, and comply with law.

Planitar may moderate, remove, reorder, feature, or disable reviews or ratings in its discretion (e.g., for policy violations, fraud, or legal risk) and has no obligation to publish any content.

Planitar may suspend or remove reviews which contain inappropriate content, including content which:

• have not been authored by the Job Poster;
• may defame, be misleading or deceptive, or be materially incorrect;
• may disclose private, personal or confidential information;
• might be considered obscene, menacing or abusive;
• might infringe the intellectual property rights of others;
• have been solicited by any incentive or payment (unless that incentive has been clearly disclosed);
• directly or indirectly involves advertising or marketing of third party products and services;
• is inappropriate or irrelevant having regard to the purpose of the ratings and review feature on ION;
• is AI generated;
• refers to a third party advertising service or platform;
• is a duplicate of another review on ION; or
• might violate any law, regulation, standard, content requirements or code promulgated by any relevant authority or industry body.

Feedback you provide to Planitar (suggestions, ideas) may be used by us without restriction or compensation.

8. Ownership and licensing of User Content and Deliverables

During your usage of ION, you may submit, upload, or create on ION content including but not limited to job details, messages, images, floor plans, scans, measurements, videos, portfolio links, reviews (User Content).

In response to a booking, a Pro may create digital deliverables, including but not limited to iGUIDE 3D tours, site plans, DWG floor plans, ceiling plans, exterior elevations, roof plans, 3D models and Xactimate ESX files (Deliverables).

Ownership and license over User Content.

• You retain ownership of your User Content.
• You grant Planitar a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use and sub-license your User Content as needed to operate ION, provide support, ensure security, comply with law, and improve our services. This license survives termination to the extent reasonably necessary for those purposes.

Ownership and license over Deliverables:

• As between Job Posters and Pros, ownership rights to Deliverables are governed by your own agreement with the other party.
• By uploading Deliverables to a booked job, the Pro grants the Job Poster a license to access and download those Deliverables for the purpose and scope contemplated by the job. Any broader rights, restrictions, or transfer terms must be set by agreement between the Job Poster and Pro.
• The Pro separately grants a license to Planitar in respect of any Deliverables that are uploaded and processed through the iGUIDE Portal, as set out in the iGUIDE Terms of Service.

Warranties about your User Content: You represent that you have all rights necessary for your User Content. that it does not infringe third-party rights, and for any portfolios or examples that could be seen as your own work, that such content authentically represents your work and is not misleading (including AI-generated imagery or models represented as real projects without clear labeling).

Removal: We may remove or disable access to User Content that we believe violates these Terms or applicable law.

9. Acceptable Use

You agree not to:

• Violate law or third-party rights, upload harmful code, probe or bypass security or otherwise disrupt ION;
• Misrepresent identity, qualifications, or services or submit false, misleading, or deceptive content;
• Scrape, harvest, or misuse information or Personal Information from ION;
• Post unlawful, harassing, hateful, defamatory, obscene, or otherwise inappropriate content;
• Engage in fraud, payment scams, double-charging, or coercive tactics;
• Interfere with the integrity of reviews or ratings or the ION platform;
• Engage in anti-competitive conduct (e.g., price-fixing, bid rigging, market allocation) on or off the platform in connection with ION activity;
• Use the ION platform for recruitment and solicitation, except as expressly permitted under these Terms and the platform’s functionality;
• Use ION to build a competing service, conduct bulk exports, or reverse engineer ION (except to the limited extent permitted by law);
• Advertise services that are unrelated to the capture of photography, building information and plans, 3D tours and models;
• Failure to deliver on booked jobs, without reasonable excuse; and
• Send, post or transmit unsolicited messages, spam or junk mail using the ION platform.

10. Pro obligations

Pros are solely responsible for:

• possessing and maintaining all licenses, permits, certifications, and insurance required by law and by the nature/location of the job;
• ensuring safe work practices;
• complying with access requirements at the property and any owner/tenant consent requirements;
• the quality and timeliness of their work and Deliverables; and
• carrying out all services in a professional, workmanlike manner in accordance with industry standards,

Job Posters are responsible for ensuring lawful access to the property, safety conditions, providing accurate information, and timely coordination.

11. Directory, search results and badges

The ION Pro directory is publicly browsable. Profiles may display company details, ratings, badges, portfolio content, availability, and service coverage. National providers may appear at the top of directory listings, and ranking may also be influenced by relevance, quality, activity, proximity, and other factors. Ranking or badges do not constitute endorsement or guarantee of quality.

Planitar may alter ranking signals, display formats, and eligibility rules for badges at any time.

12. Messaging, communications and monitoring

Users can message each other in ION and Planitar may send related email notifications through ION.

To support trust and safety, billing for paid Planitar features (if any), and compliance, Planitar may review or analyze in-product communications as permitted by law and described in our Privacy Policy.

Where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees) Planitar may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:

• to contact you or your employees via phone, email, text message, push notifications and other electronic media, unless you explicitly request us not to contact you via these media; and
• to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.

13. Third-party services and integrations

ION integrates with third-party services (e.g., Google Business Profile, hosting, analytics, communications). Your use of third-party services is subject to their terms. Planitar is not responsible for third-party services.

14. Privacy and data use

Our Privacy Policy explains how we collect, use, and share Personal Information, including registration fields described in the ION overview, magic-link authentication, and communications. You must comply with applicable privacy laws when handling Personal Information you obtain via ION (e.g., client contact details).

Aggregated/de-identified data: We may use aggregated or de-identified data for analytics, platform improvement, and business operations and will not attempt to re-identify it.

AI/model training: Planitar does not use identifiable User Content to train general-purpose AI models without your consent. If we later offer opt-in programs, additional terms will apply.

15. Intellectual property in the ION platform

ION, iGUIDE, and all related software, interfaces, documentation, and content provided by Planitar are owned by Planitar and its licensors and protected by intellectual property laws. Except for rights expressly granted, no rights are transferred.

Do not copy, modify, distribute, or create derivative works from the ION platform or Planitar content except as allowed by these Terms.

16. Infringement notices

If you believe content on ION infringes your IP rights, send a notice to support@planitar.com, containing details sufficient for us to evaluate and act under applicable law (e.g., DMCA requirements for US content). We may remove content and suspend repeat infringers.

17. Service availability

We strive for reliable service but do not guarantee uninterrupted availability. Features may change or be discontinued. Beta or pre-release features may be offered “as-is” and may be changed or withdrawn without notice.

18. Suspension and termination

We may suspend or terminate accounts or access, with or without notice, for violations of these Terms, risk, legal requirements, or inactivity. You may stop using ION at any time.

Upon termination, your right to use ION ends, but certain sections survive (e.g., IP, disclaimers, limitations, indemnities, dispute resolution).

19. Disclaimers

Your use of ION and any services obtained from other users is at your sole risk. ION and all Planitar-provided content are provided “as is” and “as available.” To the fullest extent permitted by law, Planitar disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy (including measurement accuracy of user-provided deliverables), and non-infringement. We do not control or guarantee the quality, safety, suitability, timeliness, legality, or any other aspect of services provided by users.

20. Limitation of liability

To the maximum extent permitted by law, Planitar will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, revenue, data, or goodwill, or the cost of substitute goods or services arising from or related to ION, even if advised of the possibility.

To the maximum extent permitted by law, Planitar’s total liability for claims arising out of or related to ION will not exceed the greater of: (a) the amounts you paid to Planitar for ION in the 12 months before the event giving rise to the claim; or (b) USD $100.

Some jurisdictions do not allow certain limitations of liability. In those places, liability is limited to the fullest extent permitted by law.

21. Warranty and Indemnification

You represent and warrant that you have all required rights, licenses and consents in respect of User Content uploaded to ION, you have the right to grant the licenses required under these Terms and that Planitar’s usage of the User Content will not infringe any third party rights.

You will defend, indemnify, and hold harmless Planitar and its affiliates, officers, directors, employees, and agents from and against claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• your User Content;
• your services or transactions with other users;
• your violation of these Terms or applicable law; and
• any allegation that your User Content infringes or violates third-party rights.

22. Dispute resolution

Informal resolution: Before filing a claim, the complaining party must send a written notice to the other party describing the dispute and requested relief and engage in good-faith negotiations for 30 days. Notices to Planitar can be sent to support@planitar.com.

23. Governing law and venue

For users in Australia and New Zealand:

• the laws of Victoria, Australia govern this Agreement; and
• Each party submits to the exclusive jurisdiction of the Courts of Victoria, Australia and waives any right to object to an action being brought in the Courts of Victoria (including that the action has been brought in an inconvenient forum, or that those Courts do not have jurisdiction).

For users in Canada, the United States or any other jurisdiction, you agree that:

• the service shall be deemed solely based in the Province of Ontario, Canada; and
• the service shall be deemed a passive website that does not give rise to personal jurisdiction over Planitar, either specific or general, in jurisdictions other than the Province of Ontario, Canada. These Terms shall be governed by the internal substantive laws of the Province of Ontario, Canada, without respect to its conflict of laws principles. Any claim or dispute between you and Planitar that arises in whole or in part from the service shall be decided exclusively by a court of competent jurisdiction located in the Province of Ontario, Canada.

24. Export, sanctions, and anti-bribery

You must comply with applicable export control, sanctions, and anti-corruption laws and not use ION in restricted jurisdictions or for prohibited purposes.

25. Changes to these Terms

We may update these Terms. If we make material changes, we will provide notice (e.g., in-product, email) and changes will take effect no earlier than 30 days after notice, unless required sooner by law or for safety/security. Continued use after the effective date means you accept the changes.

26. Notices

Notices to you may be provided via email to the address associated with your account or via ION platform notification.

You can send notices, including legal notices or customer complaints to support@planitar.com.

27. Miscellaneous

Entire agreement: These Terms and any applicable Policies are the entire agreement between you and Planitar regarding ION.

Order of precedence: If you have a signed agreement with Planitar that expressly governs ION, that agreement controls to the extent of conflict.

Assignment: You may not assign these Terms without Planitar’s consent. We may assign these Terms to a related body corporate or successor of Planitar’s business, without prior notice to you.

Severability and waiver: If a provision is unenforceable, the remainder remains in force. Failure to enforce is not a waiver.

Force majeure: We are not liable for delays or failures due to events beyond our reasonable control.

Headings are for convenience only.