AGENT & BROKER USER AGREEMENT
PLEASE READ AND PRINT THIS AGENT & BROKER USER AGREEMENT (THIS “AGREEMENT”) IN ITS ENTIRETY BEFORE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT.
These terms and conditions constitute a legally binding agreement between you, the end user real estate agent or broker (the “User”) and Agent Invitation Inc. and www.agentinvitation.com (together, “AI”). This Agreement governs www.agentinvitation.com (the “Site”), the AI server(s) (if any), any third party server(s) used by AI, the User, and all intellectual property contained in the AI software programs. The intellectual property in AI is protected by copyright and trade-mark laws, common law, and international intellectual property treaties.
1. Applicability of Terms and Conditions
By checking the "Yes, I Agree to Terms" box, the User covenants, represents, and warrants that the User fully acknowledges, understands, and agrees to comply with all of the following terms and conditions, and that failure to abide by these terms and conditions may result in account termination, forfeiture of funds, reporting User to professional bodies or regulatory or other authorities, and/or legal action against the User. By checking the “Yes, I Agree to Terms” box, the User covenants, represents, and warrants that the User also fully acknowledges, understands, and agrees to comply with the Site’s and/or AI’s Privacy Policy (the “Privacy Policy”) and any and all other rules, regulations, and policies on the Site or governing its use, as such Privacy Policy or other rules, regulations, or other policies may be amended, changed, or modified from time to time by AI, with or without notice to the User. If the User has any questions or concerns about these terms and conditions, AI encourages the User to seek independent legal counsel prior to checking the "Yes, I Agree to Terms" box.
By checking the “Yes, I Agree to Terms” box, the User agrees and grants permission to AI to display the User’s profile information and any other information that the User has provided to AI on the Site for marketing and promotional purposes by AI, and the User agrees to be contacted by electronic mail or by other means by AI and/or by third parties in respect of services that you may have requested, if any.
2. Grant of Limited Licence
AI grants the User a limited, revocable, non-exclusive licence (the “Licence”) to use and run the software on the Site on any computer for which it was designed. The User may not attempt to copy, modify, decompile, reverse-engineer, deconstruct, or disassemble any AI software or any software running on the Site in any way.
3. No Use
The User may not use AI, AI’s software, the Site’s software, the Site itself, or any one or more of AI’s trade-marks, copyrighted materials, word marks, design marks, logos, business plan(s), concepts, or technological or other processes except as set out for the User’s use on the Site. The User may use the Site only to advertise its agency or brokerage services, as may be, consistent with this Agreement. The User may not use the Site for any other purpose, including, without limiting the generality of the foregoing, any commercial purpose in competition with the business of AI or to conduct market or other research without AI’s express prior written consent. Without limiting the generality of the foregoing, the User may not (and may not authorize any other party to): (a) co-brand the Site; (b) frame the Site; or, (c) hyper-link to the Site, without the express prior written permission of AI.
Without limiting the generality of the foregoing, and notwithstanding any other term of this Agreement, if AI believes at any time that the User is a real estate agent or broker and that the User is using the Site for any unprofessional or unethical purpose, is using the Site for any commercial purpose in competition with the business of AI, is using the User’s membership on the Site and/or the Site itself to conduct market research or other research, or is using the Site to find out or to attempt to find out what commissions or fees are being charged by other real estate agents or brokers, wherever situate, AI reserves the absolute right to disclose any and all information concerning that User and AI’s beliefs to such relevant professional, regulatory, and/or police authorities as AI may deem appropriate in its absolute and unfettered discretion, including, without limitation, to any real estate agent’s or broker’s local, provincial, state, or national real estate board.
4. Security
The User agrees that the User is solely responsible for all use of AI and the software running on AI and the Site through the User’s confidential password. The User is obliged to keep the User’s confidential password and other particulars secret and confidential. Any unauthorized use of the User’s password shall be the sole responsibility of the User and be deemed as and to be the User’s use. Any liability arising therefrom shall be that of the User. The User has the sole and absolute obligation to notify AI in writing should the User discover or suspect the unlawful or unauthorized use of the User’s confidential password. Any liabilities arising prior to such written notice shall be the sole responsibility of the User. To maintain a high level of security, AI reserves the right to conduct a security review at any time to validate the User’s identity, financial transactions, and related particulars and to further document User’s consent to this Agreement. To facilitate such security checks, the User agrees to provide such identification or other information or documentation as AI, in its absolute and unfettered discretion, deems necessary or expedient. If the User fails to comply with any security request, AI reserves the right to cancel, terminate, or void the User’s account, or to take whatever other action AI, in its absolute and unfettered discretion, deems necessary or expedient. At any time, AI may contact the User if necessary or expedient in AI’s discretion.
5. No Warranty, No Liability
AI ABSOLUTELY AND EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE AI SOFTWARE AND ANY SOFTWARE RUNNING ON THE SITE. SUCH SOFTWARE AND ANY RELATED DOCUMENTATION OR PROGRAM IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AS WELL AS ANY REPRESENTATION OF NONINFRINGEMENT. ANY SUCH IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, IS HEREBY DISCLAIMED BY AI. THE ENTIRE RISK ARISING FROM OR OUT OF THE USE OR PERFORMANCE OF OR THE RESULTS OF THE AI SOFTWARE OR ANY SOFTWARE RUNNING ON THE SITE REMAINS WITH THE USER.
IN NO EVENT SHALL AI, ITS AFFILIATES, PARENTS, SUBSIDIARIES, PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS, OR VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) OR FOR ANY OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF THE USE OF THE AI SOFTWARE OR ANY SOFTWARE RUNNING ON THE SITE OR OUT OF ANY CONTENT ON THE SITE POSTED BY ANY USER OR FROM ANY DEALINGS, NEGOTIATIONS, REPRESENTATIONS, WARRANTIES, OR TRANSACTIONS BETWEEN OR AMONG THE USER (AS REAL ESTATE AGENT OR BROKER) AND ANY OTHER USER(S) (AS SELLER(S) OR AS BUYER(S) OR AS REAL ESTATE AGENT(S) OR BROKER(S) REGISTERED WITH AI OR ON THE SITE) OR BETWEEN OR AMONG THE USER (AS REAL ESTATE AGENT OR BROKER) AND ANY AND ALL OTHER PARTIES THAT HAVE BEEN INTRODUCED TO OR CONNECTED WITH EACH OTHER THROUGH OR ON OR BY VIRTUE OF THE SITE OR THROUGH AI, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. No Warranty for Third Parties, No Guarantee
AI makes no representation or warranty, and the User may not rely upon any representation or warranty, with respect to the parties with which the User may be connected through the use of or under the auspices of the Site. AI makes no representation or warranty, and the User may not rely upon any representation or warranty, with respect to due diligence completed by AI, if any, on any party or other User of the Site. Any dealings, transactions, negotiations, understandings, contracts, agreements, representations, warranties, acts, or omissions between and among the User and other Users or real estate agents or brokers or buyers or sellers are as between and among those parties and at the User’s risk and expense and do not involve, concern, or relate to any dealings or agreement or claim as between the User and AI. AI, its affiliates, parents, subsidiaries, principals, officers, directors, employees, agents, consultants, contractors, suppliers, or vendors shall not be responsible or liable for any claims, causes of action, fees, taxes, fines, penalties, or other levies or proceedings between and among User and other Users or other parties. AI does not recommend or endorse any User’s or third party’s fee or commission schedule, amounts, or schemes.
AI makes no representation, warranty, or guarantee of or with respect to any minimum level of activity or of any minimum number of invitations that will be received by User on or through the Site. AI makes no representation, warranty, or guarantee of or with respect to any minimum level of activity or of any invitations to any real estate agents or brokers on or through the Site, whether said agents or brokers are Users themselves or have profiles on the Site, or otherwise.
7. Indemnity
The User agrees to hold AI, its affiliates, parents, subsidiaries, principals, officers, directors, employees, agents, consultants, contractors, suppliers, and vendors harmless and further agrees to fully indemnify them from any and all costs, fees, fines, expenses, liabilities, and damages that may arise as a result of the User’s entry to, participation in, and use of AI and the Site.
8. Legality
The User may only use AI if it is legal for the User to do so from the User’s jurisdiction. The User acknowledges, understands, and accepts that AI is unable to provide the User with any legal advice, assurances, representations, or warranties with respect to this, and that it is the User’s sole responsibility to ensure that the User complies at all times with the laws that govern the User. Before the User participates on and/or uses AI, the User is responsible for verifying the laws on participation and use that govern the place where AI and the AI software and the Site is used to determine restrictions (if any), and the User is responsible for acting in accordance with those restrictions. Use of AI and any agreements or features of any agreements struck between the User and any other party are void for whomever and/or wherever prohibited by law. Specifically, AI shall not be party to or liable or responsible for any cash rebate offered by any agent or broker to any User or any other party in any jurisdiction where such rebate is prohibited by law.
9. User’s Representations and Warranties
The User covenants, represents, and warrants as follows:
a) that the User is the age of majority or older and has the capacity and capability of forming a legally binding contract;
b) that the User does not and will not have more than one User account on the Site;
c) that all of the information User has provided to AI and on the Site is true, accurate, current, and complete and constitutes personally identifiable information and that all of the information User has provided to AI, including profile page data and client references and endorsements is kept current and up to date;
d) that the User shall not offer, tender, or perform services, or submit a response to any inquiry or invitation on the Site indicating that the User will offer, tender, or perform services, that the User is not licensed or permitted by law to provide or that the User has no intention of providing pursuant to an agreement with a home buyer or seller;
e) that the User shall not use the AI rating or client feedback information for any purpose other than promoting the User’s services through AI;
f) that the User is at all times a duly and fully licensed real estate agent or broker in good standing with the applicable laws and regulatory boards and bodies, and specifically including the geographic area in which the property is located in respect of which the User purports to act as agent or broker or generally carry on the business of real estate agency or brokerage;
g) that the User is at all times fully compliant with all professional and legal obligations in the User’s capacity as a real estate agent or broker, and that the User has such professional (including but not limited to errors and omissions) insurance as may be required by law in order to carry on the business of agency or brokerage, or as may be required by applicable professional standards;
h) that the User is entitled to carry on the business of real estate agency or brokerage and to enter into agreements with other users on the Site or other buyers or sellers as contemplated by the Site and this Agreement;
i) that the User will keep confidential all information about other users (buyers or sellers) received through or by virtue of or in respect of agent invitations on the Site;
j) the User’s use of the Site is not intended or designed to harm or deceive the Site or AI, and is not illegal, unethical, unprofessional, or part of any criminal enterprise;
k) that the Site will not be used by the User in violation or in contravention of any term, condition, provision, clause, or covenant of this Agreement;
l) the User is not using the Site in order to buy, acquire, purchase, sell, or dispose of residential real estate or to potentially buy, acquire, purchase, sell, or dispose of residential real estate; and,
m) that the User will contact and follow up on seller or buyer invitations and transactions received on or through or by virtue of the Site in a prompt and timely manner.
The User further represents and warrants that the User is not using the Site for any unprofessional or unethical purpose, is not using the Site for any commercial purpose in competition with the business of AI, and is not using the User’s membership on the Site and/or the Site itself to conduct market research or other research.
10. Account Closure
AI reserves the right to cancel the User’s use of and account at the Site for any reason whatsoever, at any time, and without notice to the User. AI reserves the right, in its absolute and unfettered discretion, to cancel the User’s use of and account at the Site, to modify, change, remove, or edit any content posted by the User to any part of the Site, and to retain any fees or funds paid to AI, without limitation, in any of the following circumstances where AI understands or believes that:
a) there has been no activity in the User’s account for any consecutive 180 day period;
b) the User employs or provides fraudulent, incorrect, incomplete, or misleading registration information or fraudulent, incorrect, incomplete, or misleading answers to questions or investigations by AI;
c) the User has committed or is committing fraud or misrepresentation to AI on the Site or elsewhere;
d) the User connects to or attempts to connect to the Site from a jurisdiction where participation on and use of the Site and AI is prohibited by law;
e) the User engages in or attempts to engage in illegal, unethical, or unauthorized activity on the Site or elsewhere, or employs or attempts to employ the Site in furtherance of any criminal enterprise, unethical behavior, or in violation of any professional duties or responsibilities;
f) the User uses or attempts to use the Site or AI in any manner that is disreputable or that harms the reputation of AI;
g) the User employs or posts abusive, offensive, obscene, or pornographic language or visual images on the Site or through the Site, or posts content to or through any part of the Site that violates any rights of any other User or any other party or that AI determines, in its absolute and unfettered discretion, may potentially violate the rights of any other User or any other party; or,
h) the User does not comply with any of the terms and conditions set forth in this Agreement, the Privacy Policy, or any other rule, regulation, or policy on the Site or governing its use.
11. Assignment
This Agreement may be assigned by AI to any party at any time, with or without notice to the User, including to a related party or affiliate, a successor-in-interest, or to a purchaser of all or substantially all of the assets or shares of AI or the AI enterprise. This Agreement may not be assigned by the User to any party without the written authorization and consent of AI.
12. Governing Law
This Agreement and each of the documents or policies contemplated by or in connection with this Agreement are governed by and are to be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement is to be treated in all respects as an Ontario contract. The User and AI hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.
13. Arbitration
All disputes arising out of or in connection with this Agreement shall be arbitrated and finally resolved pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. (the “ADR Institute”). The appointing authority shall be the ADR Institute. The number of arbitrators shall be one. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.
14. No Joint Venture, Etc.
Nothing on the Site or in this Agreement shall be construed to create a partnership, joint venture, or other relationship between AI and the User, or between AI and any external agent with whom the User elects to do business. No party shall have the right, power, or authority to obligate or bind the other party in any manner, except with respect to the assignment provisions in paragraph 10 of this Agreement.
15. Fee Schedule
All fees, levies, costs, or charges charged by AI to the User for his use of the AI software and the software on and facility of the Site are as set out in Schedule A (the “Schedule”) to this Agreement, as the Schedule (and this Agreement) may be amended from time to time. AI reserves the right to modify, change, or amend the Schedule at any time with or without notice to the User. Such amendments shall become effective immediately upon being posted at AI. It is the User’s sole responsibility to review the Schedule and any changes, modifications, or amendments thereto each time the User accesses the Site.
16. Headings
The headings set forth in this Agreement are for convenience of reference only and shall not be deemed to define or limit the provisions hereof or to affect in any way their construction and application.
17. Entire Agreement, Modification and Amendments
The User fully understands and agrees to be bound by the terms and conditions contained herein and as modified and/or changed from time to time. AI reserves the right to modify, change, or amend this Agreement at any time with or without notice to any User. Such amendments shall become effective immediately upon being posted at AI. It is the User’s sole responsibility to review this Agreement and any changes, modifications, or amendments hereto each time the User accesses the Site. The terms and conditions contained herein represent the complete and final agreement between the User and AI and supersede any and all prior agreements, representations or statements made by AI to the User.
SCHEDULE A TO USER AGREEMENT – FEE SCHEDULE
Fees payable by agent and broker Users:
$29 per month or partial month in the case of a cancellation plus applicable sales or value-added taxes, plus GST, plus any other applicable taxes, for 1 (ONE) Agent Profile Page on the Site.
All fees, costs, and applicable taxes are in the national currency of the country of the residence of the User, as such address is identified and provided to AI.