Effective Date: March 16, 2021
PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT RESTRICTIONS AND LIMITATIONS SO PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE OR SERVICES. BY SELECTING THE “ACCEPT” BUTTON YOU HEREBY SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. WE MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME. IF WE DO, WE WILL NOTIFY YOU AND YOU WILL BE BOUND BY THE LATEST VERSION OF THIS TERMS.
1. CONDITIONS OF USE
It is the sole responsibility of the User to ensure that the user complies with all applicable laws and regulations in respect of the User’s use of the Services. By accessing the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.
If you access or use the Services on behalf of a company, entity or other third party, you represent and warranty to Company that you have the authority to bind such party and enter into these Terms.
ABSENT AN INDEPENDENTLY EXECUTED AGREEMENT FOR PURCHASE AND SALE, THE SERVICES ARE OFFERED SOLELY AS A BUILDING AND PRICING TOOL FOR INFORMATIONAL AND CUSTOMER RELATIONSHIP MANAGEMENT PURPOSES ONLY, AND IN NO EVENT WILL USE OF THE SERVICES OTHERWISE CREATE ANY BINDING OBLIGATION ON THE PART OF USERS AND/OR CUSTOMERS FOR THE PURCHASE AND SALE OF HOMES. COMPANY DOES NOT GUARANTEE THAT ANY INFORMATION ON THE SERVICES IS ACCURATE OR UP-TO-DATE. PRICES, FLOORPLANS AND SPECIFICATIONS ARE SUBJECT TO CHANGE AND ARE THE SOLE RESPONSIBILITY OF THE HOMEBUILDER OR SELLER.
2. LICENSE TO USE THE SERVICES
Subject to the payment of any applicable fees and these Terms, Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.
Except for this license granted to you, we and our licensors retain all right, title and interest in and to the Services and the underlying technology, including all related intellectual property rights in the same. Our Services and technology are protected by applicable intellectual property laws, including Canadian copyright law, trademark law, and international treaties.
You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) circumvent any user limits or other license timing or use restrictions that are built into the Services; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Services in any form to any person without the written consent of the Company; (e) remove any proprietary notices, labels, or marks from the Services; (d) unbundle any component of the Services and/or; (e) build a product or Services that is competitive with the Services; or (f) copy any ideas, features, functions or graphics of the Services.
3. RESTRICTIONS / ACCEPTABLE USE
You shall not use the Services (a) in any way that breaches any applicable local, national or international law or regulation; (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (c) for the purpose of harming or attempting to harm minors in any way; (d) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); (e) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or (f) to upload any pornographic, illegal, illicit or age-restricted content.
You are responsible for safeguarding the password that you use to access the Website and Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. We cannot, and will not, be liable for any loss or damage arising from your failure to comply with these requirements.
The term of this agreement will commence upon your first download or use of the Website or Services and will remain effective either: (a) for the period of time for which you (or your organization) have licensed the Services, if you have done so on a time-limited basis; or (b) until otherwise terminated. You may terminate this agreement at any time by ceasing use of the Services and all copies thereof. Company may terminate this Terms and/or the Services at any time by providing notice to you. This agreement will terminate immediately without notice from Company if you breach any provision of this agreement. Upon termination of this agreement, the licenses, rights and covenants granted hereunder and the obligations imposed hereunder will cease, except as otherwise expressly provided for herein. The provisions of all sections which by their nature would survive the termination of this agreement shall so survive and you shall be obligated to perform in accordance therewith.
We welcome your suggestions, comments and feedback on the Services (“Feedback”). If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Company (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.
7. USER CONTENT
Further, you hereby grant to Company a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit anonymized data, information or other materials, which are generated from your use of the Services (such data, information and materials, the “Aggregated Data”). Company shall own this Aggregated Data and may use Aggregated Data for any purpose and without restriction or obligation.
The Company will not be responsible or liable for any use of your User Content by the Company in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.
Company may make available certain Services in exchange for the payment of a license fee (“Purchased Services”), which will be quoted to you at the time of purchase. Except as otherwise provided, all fees are quoted and payable in Canadian dollars. Except as otherwise specified herein or in an order, fees are based on number of licenses purchased and not actual usage. Payment obligations are non-cancelable. Fees paid are non-refundable.
Unless otherwise stated, fees for Purchased Services do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). Users are responsible for paying all Taxes associated with purchased Services, excluding taxes based on the Company’s net income or property. If the Company has the legal obligation to pay or collect Taxes for which User is responsible under this section, the appropriate amount shall be invoiced to and paid by User.
No support is provided for the Services unless otherwise agreed in a separate agreement with the Company.
10. CONFIDENTIAL INFORMATION
“Confidential Information” means any information, technical data, or know-how concerning either party, including, but not limited to, research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, business plans or finances. Obligations of non-disclosure will not apply to Confidential Information which the receiving party can conclusively establish (a) was in the possession of the receiving party without an obligation of confidentiality at the time of disclosure; (b) prior to or after the time of disclosure became part of the public domain without the act or omission of the receiving party to whom it was disclosed; (c) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (d) was independently developed by the receiving party without use or reliance upon the Confidential Information.
Each party covenants to the other party that it will not at any time, other than in accordance with these Terms, disclose the Confidential Information of the other to any person or entity without the prior written approval of the disclosing party, or use any such Confidential Information for any purpose, other than as necessary to fulfill these Terms, unless specifically pre-approved in writing by the disclosing party. However, the receiving party may disclose Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party uses all legitimate and legal means available to minimize the disclosure to third parties, the disclosure of the Confidential Information is restricted in the same manner as is the confidential information of the receiving party or other litigating parties; and the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
The receiving party may disclose Confidential Information of the other only to its employees and consultants who have a ‘need-to-know’ for the purposes of fulfilling these Terms. Each party shall execute appropriate written agreements with employees and consultants sufficient to enable it to comply with all of the confidentiality provisions of this Agreement. Neither party shall reverse engineer, decompile or disassemble any Confidential Information of the other party. The Confidential Information obligations in these Terms shall survive the termination or expiration of these Terms.
11. DISCLAIMER OF WARRANTIES
THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN.
WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICES. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES in the SERVICES; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY, ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY A THIRD PARTY, RELATING TO OR ARISING FROM: (A) YOUR USE OF THE WEBSITE OR SERVICES; (B) ANY VIOLATION BY YOU OF THESE TERMS; (C) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER (D) ANY VIOLATION BY YOU OF ANY APPLICABLE LAW OR REGULATION; AND (E) ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY YOU IN THESE TERMS. THIS OBLIGATION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS AND/OR YOUR USE OF THE SERVICES.
14. AVAILABILITY AND UPDATES
Company may alter, suspend, or discontinue this Website or Services at any time and for any reason or no reason, without notice. The Website and/or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
15. EXPORT RESTRICTIONS
The Services and related information are subject to export and import restrictions. By downloading, installing, or using the Services, Users are representing and warranting that they are not located in, under the control of, nor is a national or resident of, any country to which the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. User also represents and warrants that User is not an individual to whom the export of the Services or related information would be prohibited by the laws and/or regulations of the United States or Canada. User shall comply with the export laws and regulations of the United States and Canada that are applicable to the Services and related information and User shall comply with any local laws in User’s jurisdiction that may impact User’s right to export, import, or use the Services or related information, and User represents and warrants that User has complied with any such applicable laws or regulations. The Services shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. User shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Services or related information.
16. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
You may not assign this these Terms. Company may assign these Terms at any time and for any reason.
18. NO THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries to these Terms.
19. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws in effect in the Province of Alberta without giving effect to any principles of conflicts of law. Any legal action or proceeding between Company and Users shall be brought exclusively in a court of competent jurisdiction located in Calgary, Alberta Canada.
20. ENTIRE AGREEMENT
Company may amend these Terms at any time by posting notice on the Website.
No failure or delay by Company in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
The Parties acknowledge that they have expressly required that this agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent convention et tous les documents connexes soient rédigés en langue anglaise.