This is an agreement between the End-User (client, consultant or representative of the recipient of this product or service) and 1978778 Ontario Inc. c. o. b. as Realty Space ("Realty Space" hereinafter) and its partner(s) for the purposes of licensing and subscription of the software product, documentation and related materials under the software package subscribed by the End-User which includes license to a computer software and delivery model which is centrally hosted by Realty Space and licensed to the End-User on a subscription basis and may include printed materials and online or electronic documentation and services not controlled by Realty Space and is further described in more detail under Schedule A enclosed herein (the "Product"), and which Schedule A forms an integral part of this Agreement.
By subscribing, configuring and executing the use of this Product, you agree to be bound by these terms. If you, the End-User, do not agree to the terms of this Agreement, do not use this Product or consume any related services.
IN THE EVENT OF LICENSE TERMINATION, ALL ACCESS TO THE PRODUCT WILL BE TERMINATED FORTHWITH AND ALL MATERIALS, DATABASES, AND DOCUMENTATION (PRINTED OR ELECTRONIC) FORMING PART OF THE PRODUCT, IF ANY, AND ASSOCIATED WITH THE END USER'S ACCOUNT WITH REALTY SPACE SHALL BE DELETED IMMEDIATELY. ANY BACK-UP REQUIRED BY THE END USER TO PRESERVE IT'S PROPRIETARY MATERIALS STORED UNDER THE SUBSCRIBED ACCOUNT SHALL BE THE SOLE RESPONSIBILITY OF THE END USER. ONCE THE ACCOUNT IS TERMINATED ALL INFORMATION SHALL BE DELETED PERMANENTLY AND CANNOT BE RETRIEVED BY REALTY SPACE.
The following terms and conditions govern your use of the software product, documentation and related materials under the software service and delivery model which is centrally hosted by Realty Space and licensed to the End-User on a subscription basis and may include printed materials and online or electronic documentation and services not controlled by Realty Space (the "Product").
All title and intellectual property vested in the Product remains with Realty Space at all times and the End-User is only allowed license to use the Product during the term of the subscription. This subscription is not a sale. It is a subscription which provides the End-User access to the Product through Realty Space. The Product and all of its materials, including but not limited to, the software or code, scripts, text, artwork, photographs, images, designs, video, audio, and/or any written and other materials that appear as part of the Product are owned by Realty Space and governed by the laws of Ontario and Canada. The Product is delivered to you by Realty Space as a limited license as a service to its current and prospective subscribing members and may be used only by the subscribers. This limited license is subject to the following restrictions: (a) the End- User may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, alter, create or re-create derivative works from, sell, sub-license, allow 3 rd parties to copy, or otherwise exploit this Product or any related software.
Any unauthorized copying, sale, distribution or transmission of the Product including any data, or failure to comply with the provisions of this Agreement, will result in automatic termination of this subscription and will make available to Realty Space and its partner(s), all other legal remedies including injunctions, delivery-up, accounting and damages.
Any unauthorized copying, alteration, distribution, transmission, performance, display, sale, or other use of the Product shall constitute a material breach of the terms of the subscription. Realty Space may upon such breach revoke the subscription at any time. Any unauthorized use of the Product, for example framing, inline linking or other association with content or information not originating from Realty Space or its Product is not permitted. Realty Space will enforce its proprietary rights to the Product to the fullest extent of the law.
Only the End-User and its agents and employees and support personnel authorised by both Realty Space and the End-User shall be entitled to access and use the Product ("Authorised Users").
Materials and features may be added to or withdrawn from the Product and/or otherwise maybe changed without notice.
Except as otherwise provided herein, the Product is provided on an "As Is", "As Available" basis and Realty Space makes no representations and warranties express or otherwise under these Terms, including without limitation that the Product is or will be complete or free from errors or that Information will continue to be available to Realty Space to enable it to keep the Product up-to-date.
These Terms are for the minimum period specified in the respective Subscription package availed or purchased by the End User (the 'Subscription'). In the event that no Notice of Termination has been received by Realty Space prior to expiry of the term of the Subscription, this Agreement shall continue for a further period equal to the initial term. In such circumstances, the total annual price paid by the subscriber or the End-User may be subject to any new changes to the subscription fee for the duration of the additional extended term, and so on for any subsequent renewals.
Either party may terminate the subscription for access to the Product. You may terminate this agreement at the end of the term agreed upon by and between Realty Space and the End-User, at which time it shall expire the day before the anniversary of the commencement date of the original term as specified in the End-User's account. Realty Space may terminate this agreement at any time. Realty Space's only obligation in this event shall be the pro rata refund of any charges paid in advance. Realty Space may suspend or discontinue providing access to the Product to the End-user without notice and pursue any other remedy legally available to it if the End-User fails to comply with any of its obligations hereunder or under the Subscription.
Under no circumstances shall Realty Space be held liable for any delay or failure or disruption of the content or services delivered through the Product resulting directly or indirectly from acts of nature, forces or causes beyond Realty Space's reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power outages, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
All legal notices or demands to or upon Realty Space shall be made in writing and sent to Realty Space directly, by courier or certified mail, to the following entity and address:
Address for Service
1815 Ironstone Manor
The notices shall be effective when they are received by Realty Space in any of the above- mentioned manner.
AAll legal notices or demands to or upon an End-User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the End-User to Realty Space. Notice to a User shall be deemed to be received immediately by such User if and when it is delivered to the last known contact details of the End-User.
The End-User agrees that all agreements, notices, demands, disclosures and other communications that Realty Space sends to you electronically satisfies the legal requirement that such communication should be in writing.
The information contained in this document and made available under the subscription of the Product is confidential and proprietary. The End-User hereby covenants and agrees that, from and after the date of acceptance of this Agreement, the End-User will not, either alone or in conjunction with any individual, firm, corporation, association or other entity, whether as principal, agent, shareholder or in any other capacity whatsoever:
The End-User hereby covenants and agrees that any breach or violation of the provisions of this agreement or specifically the Confidentiality Notice provision of this Agreement hereof will not be susceptible to adequate relief by way of monetary damages only, and Realty Space, in addition to any other remedies enjoyed by it under the terms hereof or at law, shall be entitled to obtain injunctive relief against the End-User in any court of competent jurisdiction.
This document is to be used with the understanding that it will be held in strict confidence and not used for reasons unrelated directly to the specific purpose of this document.
End-User is solely responsible for the content stored in its account databases or folders on Realty Space's servers and agrees that it shall defend, indemnify, save and hold Realty Space harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against Realty Space, its agents, its customers, officers and employees, that may arise or result from any content, service provided or performed or agreed to be performed or any product sold by the End-User, it's agents, employees or assigns by utilizing the Product. End-User agrees to defend, indemnify and hold Realty Space harmless against liabilities arising out of; (1) any injury to person or property caused by any products or services sold or otherwise distributed in connection with the Product; (2) any material supplied by End-User infringing or allegedly infringing on the proprietary rights of a third party and (3) intellectual property rights infringement.
Realty Space relies on e-mail as the primary means of notifying Clients/End-Users of important system news, problems with End-User's accounts or usage of those accounts, billing problems, etc. Any notifications will be e-mailed to End-User domain's primary e-mail address and/or to the contact e-mail address provided by the End-User upon application for the license of the Product. End-User agrees to monitor these e-mail addresses on a regular basis and to respond promptly, if required, to any notifications. Any notifications from the End-User to Realty Space should be made using Realty Space's e-mail provided to the End-User.
End-User bears all responsibility for ensuring effective cancellation of its client account with Realty Space. This responsibility includes providing effective and verifiable notification to Realty Space of End-User's desire to cancel the license/account. This responsibility shall not be waived or modified by the End-User in any way at any time subsequent to the submission by the End-User of an application for an account with Realty Space. Realty Space will implement without further notification End-User's cancellation notice, provided the terms of this cancellation policy are followed. Realty Space must receive cancellation notice prior to the monthly or anniversary date of End User's account activation in order to avoid hosting charges for the next renewal period. All credit card charges or billing will cease within 30 days upon receipt of notice of cancellation. E-Mail cancellations must be from End User's contact e-mail address registered at the time of account setup. If End User has a balance due at the time of cancellation, this balance must be paid in full. Cancellation does not absolve End User of any outstanding financial obligations. All payments are due in full on the billing date of the Product. Failure to remit payments for service on the monthly anniversary date of the service is a violation of the Term of Services. Failure to remit payment after the first reminder can result in the deactivation of the user account. Reasonable fees might be charged for re-activating accounts. The License shall stand terminated and all client data will be destroyed 14 days after the second reminder or after expiration date of a not renewed or unpaid account.
This Agreement is the entire agreement between Realty Space and the End-User concerning the Product or Service and supersedes any other communications or advertising with respect to the Product. If any covenant or provision, or portion thereof, of this Agreement is determined to be void or unenforceable in any jurisdiction such void or unenforceable covenant or provision, or portion thereof, is hereby conceded to be severable from the balance of this Agreement in that jurisdiction only; such a determination shall not, in any event, affect or impair the validity of the balance of the covenant or provision, nor shall it affect or impair the validity of any other covenant or provision herein contained.
If you have any questions, please contact in writing:
Address for Service
1815 Ironstone Manor
This Agreement and everything contained herein shall extend to, enure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, assigns and legal representatives.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.