Please read this agreement carefully. It significantly alters your legal rights and remedies.
This is a legal agreement between you and the Real Estate Board of Greater Vancouver DBA GREATER VANCOUVER REALTORS® (the "Board" or "we" or "us" ) regarding the application currently known as "Commercial Edge", which is currently accessible at www.commercialedge.ca.
Licence. Upon your acceptance of this agreement, we grant you a non-exclusive licence (the "Licence") to:
| (a) | access and use Commercial Edge; and |
| (b) | copy and distribute the unaltered reports prepared by Commercial Edge for the sole purpose of appraising, marketing, buying or selling the properties described in the reports; in accordance with the terms and conditions of this agreement. |
Rules. Whenever you access, use or otherwise deal with Commercial Edge or any of the data you obtain from or through Commercial Edge (the "Data"), you must comply with all:
| (a) | applicable laws; |
| (b) | policies, rules and regulations imposed by real estate boards, assessment authorities and any third party who provided any of the information you access through Commercial Edge (including MLS® data, assessment data and personal information about third parties); and |
| (c) | other rules, policies and procedures we communicate to you from time-to-time. |
Restrictions. You must not, without the our prior written consent:
| (a) |
modify, obscure or otherwise edit any:
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| (b) | reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the Data or the Application; | ||||||
| (c) |
upload or transmit to Commercial Edge anything that (if reproduced, published, transmitted or used) may:
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| (d) | upload or transmit to Commercial Edge any data, file or software that contains a virus, Trojan horse, worm or other harmful component; | ||||||
| (e) | use any of the Data or Commercial Edge for spamming, other advertising, or other bulk message transmission; | ||||||
| (f) | use, copy, modify, distribute, upload, display, demonstrate or sub-license any of the Data or the Application; | ||||||
| (g) | disclose any of the Data to any third party, except as permitted by section 1(b); | ||||||
| (h) | rent, lease, or transfer any rights in—or permit any third party to use or access—any of the Data or Commercial Edge; or | ||||||
| (i) | avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in any of the Data or the Application. In addition to any other available remedies, we may suspend or terminate your access to Commercial Edge upon breach of any of the above obligations. |
Terms of Other Services. If you use any other service or software provided by or through us or Commercial Edge, you must comply with all terms and conditions that are imposed upon your use of that service or software.
Confidentiality and Privacy. Without limiting anything in section 2 above, you must keep all Data confidential, except to the extent that you are permitted to disclose that data by us or by the owner or licensee of the data. You must not collect, use or disclose any third party's personal information without their consent unless you are otherwise permitted by law to do so.
Your Privacy Consent. You consent to our collection, use and disclosure of your personal information for the purposes of communicating with you, ensuring your compliance with this agreement, providing services in respect of Commercial Edge, collecting payment for those services, and other purposes described in the privacy policy on Commercial Edge as amended from time-to-time.
Your Responsibilities. You are solely responsible for obtaining all computer equipment and connections required to access Commercial Edge. We will not be responsible for the workings or failures of your computer equipment, network, software or Internet access.
Intellectual property. As between you and us, we own all right, title and interest in Commercial Edge, all modifications and additions thereto, and all intellectual property therein.
Materials. You may download information, images, text and other materials from Commercial Edge to the extent necessary to use Commercial Edge for the purposes of this agreement. However, you must not copy, post, transmit, display, distribute, modify or create any derivative work from any of those materials or any other portion of Commercial Edge without our prior approval.
Accuracy. The Data might be inaccurate or incorrect.
Interruptions/Errors. Your use of Commercial Edge might be interrupted and will not be free of errors. Commercial Edge will be unavailable from time-to-time.
Passwords. You will take reasonable measures to maintain the confidentiality and security of all usernames and passwords issued to you. You will immediately notify us in writing if you become aware of any unauthorized use of any username or any other security breach regarding Commercial Edge. You will be responsible for all activities conducted under your username.
Modifications. From time to time, we may add new features to Commercial Edge, remove existing features from Commercial Edge, or otherwise modify Commercial Edge (including its functionality, "look-and-feel", universal resource locators and software components).
Term. The term of this agreement will commence when you accept this agreement and will continue until terminated in accordance with section 16.
Payment. You will pay us the fees our standard fees (set out in Commercial Edge from time-to-time) for the services and access levels you or your managing affiliate/broker selects. If your managing affiliate/broker has agreed to pay your fees for you, then: (a) you consent to us sending your invoices to your managing affiliate/broker, and (b) you will make all payments to us when due if your managing affiliate/broker fails to do so. We may change the fees from time-to-time. You will also pay simple interest at a rate of 12% per year on all overdue amounts, from the date the amounts were due until the date the amounts were paid in full.
Termination. Without prejudice to any of our rights at law or equity, we may terminate the Licence and your access to Commercial Edge with no prior notice if: (a) our agreement with or licence to your managing affiliate/broker expires or is terminated, or (b) you fail to comply with any obligation in this agreement or any rule posted on Commercial Edge from time-to-time, or (c) any of your representations or warranties is or becomes untrue.
Effect of Termination. You will immediately stop using Commercial Edge upon termination of the Licence.
Disclaimer. COMMERCIAL EDGE AND THE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM all TERMS, conditions, GUARANTEES, representations and warranties (express, implied, statutory AND otherwise), in respect OF Commercial Edge AND THE DATA, including THOSE of merchantability, NON-INFRINGEMENT, title, quality And fitness for a particular purpose.
Limitation of Liability. YOU USE COMMERCIAL EDGE AND THE DATA AT YOUR OWN RISK. WE WILL NOT BE LIABLE FOR ANY LOSS IN CONNECTION TO THE USE OF, OR INABILITY TO USE, COMMERCIAL EDGE AND THE DATA. WITHOUT LIMITING THE PREVIOUS SENTENCE, WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER.
Maximum Liability. IF, DESPITE THE ABOVE LIMITATIONS, WE BECOME LIABLE TO YOU IN RESPECT OF COMMERCIAL EDGE OR THE DATA, THAT LIABILITY WILL BE LIMITED TO THE FEES YOU PAID TO US FOR YOUR USE OF COMMERCIAL EDGE IN THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
Indemnity. YOU WILL INDEMNIFY US AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES, LIABILITIES, COSTS, EXPENSES AND LEGAL FEES THAT WE MAY INCUR IN CONNECTION WITH YOUR USE OF COMMERCIAL EDGE AND THE DATA OR YOUR BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY IN THIS AGREEMENT.
Governing Law. This agreement will be governed by the laws in effect in British Columbia. You attorn to the exclusive jurisdiction of the British Columbia courts; however, you or we may apply to a court of competent jurisdiction for interim protection or equitable relief such as an injunction.
General. No delay or failure to act by us regarding any default will impair any of our rights or remedies that are not expressly waived in writing. This agreement supersedes all prior agreements of the parties regarding your use of Commercial Edge and constitute the whole agreement with respect to your use of Commercial Edge. You may not assign or sublicense this agreement or any of your rights under this agreement without our prior written consent, which may be withheld without cause. This agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns. No party will be liable for any non-performance or delay in performance by that is due wholly or in part to fire, flood, act of God, act of war, terrorism, change in law or other cause beyond the control of the party.