THIS USER AGREEMENT (the “Agreement”) is a legal agreement between you and SNAPSTATS (“SS”) stating the terms and conditions that govern your use of all SS’s proprietary products, monthly reports and services (the “Report Service”) for the real estate industry. Please read this Agreement carefully. By purchasing, downloading, or using the Report Service, you are agreeing to be bound by the terms and conditions set forth in this Agreement.
1) GRANT OF LICENSE.
- License Grant. SS hereby grants you a non-exclusive license with respect to the Report Service subject to the terms and conditions of this Agreement.
- Property Rights in the Report Service. The Report Service is the sole and exclusive property of SS and its suppliers. SS retains all rights with respect to the Report Service, including but not limited to the graphic design, computer coding, marketing materials, and all technical processes. The Report Service is licensed and not sold. You acknowledge SS’s ownership and rights and will not take any action to jeopardize, limit or interfere in any manner with SS’s or its suppliers’ ownership of, or rights with respect to the Report Service.
- License Restrictions. Subject to any sections herein that provide otherwise, the license granted does not permit you to distribute, sell, transfer, market or otherwise commercially exploit the Report Service without the prior written consent of SS which may be arbitrarily withheld and you further agree not to alter, modify, decompile, disassemble or attempt to reconstruct, any part of the Report Service, the underlying ideas or techniques by any means whatever. Any attempt to do so will result in a violation of the rights of SS. If you breach these restrictions or allow a third party to breach these restrictions, you may be subject to prosecution and damages. The terms of this Agreement shall govern any upgrades or updates provided by SS.
- Branding. For the purposes of branding, you may alter the top 1” to 4” horizontal space of the cover page.
- No Posting. The license granted to you does not permit you or your clients, employees, contractors, partners and other affiliates the right to re-publish the Report Service either in whole or in part on any website or on the internet. A breach of this restriction shall constitute grounds for termination of services.
- Modifications or Upgrades. SS and its affiliates reserves the right to modify, update, supplement, limit, discontinue, remove or disable access to, the Report Service or portion thereof without notice to you and neither SS nor its affiliates shall be liable to you or any third party. SS may make available updates or upgrades to the Report Service, current technology and support capabilities in efforts to maintain or improve existing service.
2) REPORT SERVICE.
- Use. You agree to use the Report Service only in a manner that complies with all applicable laws, including without limitation applicable restrictions concerning copyrights and all other applicable laws or regulations. You further agree to observe all Multiple Listing Service rules and regulations.
- Delivery of reports. The data and other information collected from the immediate preceding calendar month that are included in the monthly report will be made available to you on or before the 15th of each calendar month.
- Fees. SS reserves the right to charge a fee for the Report Service, or any portion thereof, and including a set up fee of five ($5) dollars. Other applicable fees may be posted on SS’s website from time to time. All fees shall automatically apply until you cancel or terminate the Report Service or any portion thereof. You have the option to choose whether billing for the Report Service is either prepaid annually in full or paid monthly in advance.
- Late Charges. An automatic charge of ten ($10) dollars will apply for any insufficient fund payments.
- Disclaimer. The Report Service is provided “as is” and “as available” without any warranty of any kind. SS does not warrant that the Report Service will meet your requirements or that it will function uninterrupted, error free or that the defects will be corrected. You assume the entire risk as to the results and performance of the Report Service. SS shall have no obligation to remedy any non-conformance or defect in the Report Service.
- Limitation of Liability. In no event whatsoever will SS be liable for any special, punitive, indirect, incidental or consequential damages arising out of this Agreement or in connection with the use of the Report Service, whether or not SS has been advised of the possibility of such damages. You assume the entire risk as the quality and performance of the Report Service. In any event, the total liability of SS for all damages whatsoever shall not exceed the sum of one ($1) dollar. You agree that these limitations are reasonable in scope and reasonably necessary in order for SS to protect its considerable investment in the Report Service. In no event shall SS be liable under any circumstances regardless of the type or cause of action for any lost profits, lost revenue, lost business, or any other lost opportunities.
- Indemnification. You will indemnify and hold SS, its suppliers, affiliates, partners, independent contractors and employees (collectively the “Indemnified Parties”) harmless from any and all claims, demands, losses, liabilities, costs and expenses, incurred by the Indemnified Parties arising out of or related to:
- any breach of this Agreement;
- any information submitted, posted or otherwise provided by you;
- any dispute or litigation between the Indemnified Parties and a third party caused by your actions; and
- your negligence, violation or alleged violation of any rights of a third party.
This indemnification shall survive the termination of this Agreement, and the indemnity shall apply regardless of any fault, negligence or breach of contract by the Indemnified Parties.
4) TERM AND TERMINATION.
- Term. This Agreement is effective from the time you agree to the terms in this Agreement until terminated by you or SS. Upon termination of this Agreement, you shall cease all use of the Report Service, and destroy all copies whether full or partial.
- Termination by Client. You may cancel this Agreement at any time during the initial contracted period. There shall be no refunds for any prepaid amounts, but you shall remain responsible for all amounts past due.
- Termination by Written Notice. You must provide notice of cancellation in writing to SS, and the cancellation shall be effective on the later of
- the date indicated in your written notice; or
- the date SS first receives your written notice.
- Termination by SS. SS may, without notice to you, levy a fine, suspend or cancel the services provided under this Agreement if you:
- fail to pay all fees outstanding for more than 15 days;
- breach any term of this Agreement; or
- use or allow others to use the Report Services in an unlawful manner.
5) GENERAL PROVISIONS.
- Entire Agreement. This Agreement constitutes the entire agreement between you and SS concerning the subject matter contained in this Agreement.
- Severability. If any provisions in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement shall remain in full force and effect.
- Modification of Agreement. This Agreement may be amended by SS at any time, and from time to time, by notifying you of the change.
- Waiver. A waiver or grant of extension by either party with respect to any term or condition of this Agreement, or any breach thereof, shall not constitute a waiver or operate as a grant of extension with respect to any subsequent event or breach or operate as a grant of extension or waiver with respect to any other term, condition or breach.
- Governing Law. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
- Dispute Resolution. Any dispute hereunder will be finally resolved by one arbitrator pursuant to the Commercial Arbitration Act, R.S.B.C. 1996, c. 55. If the parties cannot agree on the appointment of an arbitrator within sixty (60) days of notice of the dispute first being provided by one party to the other, the arbitrator shall be appointed by a Judge of a court of competent jurisdiction. All hearings shall take place in British Columbia. Any judgment or award rendered by such arbitrator shall be final and binding and no appeal shall lie therefrom. This section does not affect the rights of the parties to seek injunctive relief when appropriate to enforce rights hereunder.
- Assignment. You may not assign or transfer this Agreement or any rights or obligations herein without the prior consent of SS, which may be arbitrarily withheld. Notwithstanding the foregoing, this Agreement shall be binding upon and shall enure to benefit the parties, their successors, heirs, executors, personal representatives and permitted assigns.
- Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Agreement to be Bound. By clicking “ACCEPT” or by using the Report Services, you acknowledge that you have read the Agreement, understand it, and agree to be bound by its terms and conditions. You agree that this Agreement constitutes the complete and exclusive agreement between you and SS with respect to the subject matter hereof and that this Agreement supersedes any proposal or prior agreement, oral or written, and any other communication between you and SS.