Terms of Service

Last modification: [September 6 2018]

1. ACCEPTANCE OF TERMS OF SERVICE

• This is an agreement between 9364-3559 Québec inc. (“Immoproof.ca”), operator of the website at www.immoproof.ca (the “Platform”), and you, a user of the Platform. By using the Platform, including the potentially contaminated soil tracking report services (“Reports”) offered through the Platform (the “Services”), you acknowledge and agree to these Terms of Service (the “Terms of Service”) and Immoproof.ca’s Privacy Policy available at [URL address to be provided], which forms an integral part of these Terms of Service. If you refuse to accept the Terms of Service or the Privacy Policy, please stop using the Platform and Services immediately.
• The Platform and Services are available only to users who can legally enter into binding contracts under applicable laws. By using the Platform or the Services, you represent and warrant that you have reached the legal age of your place of residence to enter into a contract.

2. CHANGES TO THE TERMS OF SERVICE

• Immoproof.ca reserves the right, in its sole discretion, to change these Terms of Service from time to time.
• Unless Immoproof.ca makes a change for juridical or administrative reasons, Immoproof.ca will provide reasonable advanced notice before the Updated Terms become effective. You agree that Immoproof.ca may notify you of the Updated Terms by posting them on the Platform.
• Your use of the Platform after the effective date of Updated Terms constitutes your agreement to these Updated Terms.
• The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Platform from that point forward.

3. USE OF PLATFORM

• During the term of this agreement, Immoproof.ca grants you a limited, non-exclusive, non-transferable right to access and use the Platform, for your personal use in accordance with the Terms of Service (“Authorized purposes”).
• You may not engage in any of the following prohibited activities:
  • using the Platform for purposes other than the Authorized purposes;
  • copying, distributing, or disclosing any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique;
  • using any automated system, including “robots,” “spiders,” and “offline readers”, to access the Platform;
  • transmitting, via the Platform, spam, chain letters, or other unsolicited emails;
  • attempting to interfere with the servers running the Platform, compromise their system integrity or security, or decipher any transmissions to or from them;
  • taking any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure;
  • uploading invalid data, viruses, worms, or other malware through the Platform;
  • collecting, extracting or harvesting any personally identifiable information, including account names, from the Platform;
  • impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
  • interfering with the proper working of the Platform;
  • accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; or
  • bypassing the measures that Immoproof.ca may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein.
• Immoproof.ca reserves the right to investigate any violation of these Terms of Service and to take appropriate legal action to the fullest extent permitted by law. You acknowledge that Immoproof.ca has no obligation to monitor your access or use of the Platform, but has the right to do so, in order to ensure compliance with these Terms of Service, laws, injunctions, government requirements or other applicable requirements.

4. ELECTRONIC COMMUNICATIONS

• When you provide Immoproof.ca with your email address via the Platform, you expressly consent that Immoproof.ca will keep your email address in its databases or that it may use such email address in its mailing list to communicate with you to (i) validate certain information relating to your account, (ii) keep you informed of the status of your account on the Platform, (iii) conduct surveys or verifications relating to the Platform, namely its functionalities, user-friendliness or your appreciation of the Platform, (iv) offer you advantages or promotions offered by Immoproof.ca, or (v) any other purpose relating to the Platform or security of Users.

5. YOUR ACCOUNT

• Some functionalities of the Platform may require the creation of a user account. If you create an account, you must complete the registration process by providing Immoproof.ca with current, complete, and accurate information as prompted by the applicable registration form, and to make the necessary updates to ensure that it is accurate at all times. You also will choose a unique and safe password and user name. In case of a breach of this paragraph, Immoproof.ca may end your right to use the Platform, at its sole discretion.
• You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Immoproof.ca immediately of any unauthorized use of your account or any other breach of security.
• Immoproof.ca cannot guarantee that unauthorized third parties will never be able to defeat the Platform’s security measures or use for improper purposes any information which relates to you and allows you to be identified that you provide to us.
• Immoproof.ca will not be liable for any loss, including the loss of data associated to your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Immoproof.ca or another party due to someone else using your account or password.
• You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorised mandatary.
• You may terminate or cancel your account on the Platform for any reason, as your sole discretion and without notice, without liability to Immoproof.ca.

6. license

• Reports arising from the use of the Services are not subject to sale. Subject to your compliance with the terms of this agreement and in particular the terms of section 7, Immoproof.ca agrees to grant you a limited, non-exclusive, personal, revocable, non-transferable and non-transferable license to view any Report you order through the Immoproof.ca website.

7. fees

• You agree to pay Immoproof.ca any fees that Immoproof.ca may charge you for obtaining a license to a Report or for using the Platform or Services. Each amount is due at the time of placing your order on the Immoproof.ca website.

8. INTELLECTUAL PROPERTY

• All trademarks (including words, expressions and logos) used by Immoproof.ca for the purposes of distinguishing or so as to distinguish its own goods or services advertised or promoted on the Platform from those of others are owned by Immoproof.ca. Immoproof.ca tradenames and logos are trademarks of Immoproof.ca, and may not be used, reproduced or imitated, in whole or in part, without the prior written permission of Immoproof.ca.
• All original works reproduced or published on the Platform are protected by copyright, including but not limited to Reports. Subject to paragraph 6.1, the owner of the copyright in each work reserves all rights therein.
• This Platform or any part thereof may also be protected by industrial designs or patents. Immoproof.ca reserves all rights to the Platform not expressly granted.
• You agree not to contest the validity and ownership of Immoproof.ca’s intellectual property rights in or in connection with the Platform.

• Immoproof.ca does not accept any Comments (as defined below) that you may provide to Immoproof.ca and nothing in this Agreement or in the parties’ transactions arising out of or relating to this Agreement shall restrict Immoproof.ca’s right to use, profit, disclose, publish, keep secret or otherwise exploit the Comments without indemnifying or crediting you. “Comment” means any suggestion, comment or idea to improve or modify in any way any of Immoproof.ca’s services.

9. DISCLAIMERS

• The Platform is provided to you “as is” and “as available”, without any warranties of any kind. You acknowledge and agree that you assume all risks arising from your access to or use of the Platform and Services. Immoproof.ca makes no representations or warranties with respect to the Platform and Services, including warranties as to (i) merchantability, fitness for a particular purpose or non-infringement of third party intellectual property rights, (ii) the operation of the Platform without interruption or error and in a safe manner, (iii) that use of the Platform and Services will meet your needs and expectations, (iv) the accuracy, completeness, reliability or suitability of the Platform and Services, (v) the correction of defects or errors in the Platform, (vi) the absence of viruses or harmful components in the Platform, and (vii) the secure or uninterrupted transmission of communications through the Platform.
• Each Report is generated from information derived from various data sources, which, while generally reliable, are not controlled by Immoproof.ca. Immoproof.ca therefore does not guarantee the accuracy of the content of the Reports, which are provided “as is” and no warranty of any kind, implicit or otherwise, is provided as to (i) merchantability, fitness for a particular purpose or non-infringement of the intellectual property rights of third parties and (ii) the accuracy, completeness, reliability or suitability of the information they contain. The information contained in a Report applies only to the geographic coordinates (latitude and longitude) selected by you and described in the Report and on the date specified on the Report. An Immoproof.ca Report does not replace a Phase 1 environmental site assessment.

10. LINKS AND COMMUNICATION TOOLS

• The Platform may contain links to external websites and uses third party communication tools for the execution of the Services. Immoproof.ca provides these links and communication tools for your convenience. You acknowledge and accept that Immoproof.ca is not responsible for the availability of these external sites and communication tools, nor for the accuracy of their content, or the products or services available on these external sites or through these communication tools. Links to these external sites and the availability of these communication tools for your use do not imply any approval or validation by Immoproof.ca of these sites or communication tools. You acknowledge that you assume all risks arising from your use of these external sites and communication tools.

11. LIMITATION OF LIABILITY

• To the extent permitted by law, Immoproof.ca, its affiliates, directors, employees, agents, licensors or successors (collectively, “Related Persons”) shall in no event be liable for any direct, indirect, special or consequential damages, including, but not limited to, monetary losses, arising directly or indirectly from the use or performance of the Platform or the use of the Reports or information contained therein.
• To the extent permitted by law, Immoproof.ca and its affiliates disclaim all liability for the acts, omissions or conduct of any third party user of the Platform and Services and shall in no event be liable for any injury, loss, damage (including special, indirect or consequential damages) or costs whatsoever arising out of the acts, omissions or conduct of any third party user of the Platform and Services.

12. INDEMNIFICATION

• By using the Platform and Services, you agree to hold Immoproof.ca and its Related Persons harmless and indemnified from and against all claims, demands, liabilities, costs or expenses of any kind, including without limitation, legal fees and disbursements, resulting directly or indirectly from (i) your violation of the provisions of these Terms of Service, (ii) your browsing, use or inability to browse or use the Platform or the Services or any other site to which the Platform is or may be linked from time to time, (iii) use of or reliance on Reports or publications, communications, distributions or downloads of any kind through the Platform or the Services, or (iv) violation by you of applicable laws or regulations. You also agree to cooperate with Immoproof.ca and its Related Persons in contesting any claim.

13. TERMINATION

• Immoproof.ca may terminate or suspend your access to or ability to use the Platform immediately, without prior notice or liability, for any reason, including breach of these Terms of Service.
• Upon termination of your access or right to use the Platform and Services, your right to use or access the Platform and Services will immediately cease.
• The provisions of this agreement which, by their nature, should survive termination of this agreement, will survive such termination, including the provisions relating to intellectual property (Section 8), absence of warranty (Section 9), limitation of liability (Section 11) and indemnification (Section 12). Termination of your access and use of the Platform does not relieve you of any obligations prior to termination and does not limit any liability you may have to Immoproof.ca or any third party.

14. ADVISORY SERVICES

• The advisory services offered by Immoproof.ca (the “Advisory Services”) are only available to real estate brokers registered with the Organisme d’auto-règlementation du courtage immobilier au Québec (“Broker”). Any Broker wishing to take advantage of the Advisory Services must contact Immoproof.ca and execute a separate service agreement. Immoproof.ca does not offer legal advice under any circumstances.

15. general

• These Terms of Service constitute the entire agreement between you and Immoproof.ca and supersede any prior agreement between you and Immoproof.ca with respect to these Terms of Service.
• The negligence or delay by Immoproof.ca to exercise a right, recourse, power or privilege in accordance with the Terms of Service does not constitute a waiver of such rights, recourses, powers or privileges. To be valid, a waiver must be made by writing and must be signed by Immoproof.ca. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.
• In the event that one or several provisions of these Terms of Service are declared by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of these Terms of Service, and these Terms of Service shall then be construed as if the invalid or unenforceable provision had never formed part of these Terms of Service.
• These Terms of Service and the use of the Platform and Services are governed by the laws of the Province of Quebec and the laws of Canada. When you use the Platform or the Services, you acknowledge that any dispute arising, directly or indirectly, from the Platform or the Services, your use of the Platform or the Services, or relating to these Terms of Service, shall be subject to the exclusive jurisdiction of the courts of the judicial district of Quebec.