Terms & Conditions
Last Updated: Sept 19, 2021
Propdocs Technologies Inc(“Propdocs” “us” “we” “our”) welcomes you to the Propdocs Platform (the “Platform”). The Platform includes the Propdocs website (the “Website”) and associated products, services, and content. Please read these Terms & Conditions (these “Terms”) carefully before accessing or using the Platform. These Terms are a legally binding contract between you and Propdocs.
If you are subscribing for or using the Platform on behalf of an entity (e.g. a company), then you: (a) represent and warrant that you are an authorized representative or agent of that entity with the authority to bind such entity to these Terms; and (b) accept these Terms on behalf of such entity. In such a circumstance, the words “you”, “your” and “yourself” as used in these Terms will refer to and apply to both that entity and you personally.
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14.2 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH Propdocs, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 14.3 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST Propdocs AND WAIVE YOUR RIGHT TO A JURY TRIAL. PLEASE CAREFULLY READ SECTIONS 14.2 AND 14.3.
1. The Platform
1.1 The Platform is a web-based lease transaction management platform that enables registered users (“Users”) to negotiate, enter into, pay, accept payment, administer, and manage commercial lease agreements (“Lease Agreements”) for commercial properties (“Properties”).
1.2 Relationship of the Parties.
- Propdocs does not own, lease, license, sell, create, resell, control, manage, offer, supply, or deliver any Properties. Although we provide lease agreement forms (each form, a “Lease Form”), we do not assist you with the negotiation of any Lease Agreements and we are not parties to any Lease Agreements you enter into as a result of your use of a Lease Form. When a Landlord and Tenant enter into a Lease Agreement, they are contracting directly with each other and not with Propdocs.
- Landlords and Tenants are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Propdocs. Propdocs is not a lessee or lessor of Properties and does not employee or contract individuals to grant leases to or lease Properties. Propdocs does not, and does not employee or contract individuals, to negotiate, enter into, or manage Lease Agreements.
1.3 NO LEGAL SERVICES OR BROKERAGE SERVICES.
- Propdocs is not a law firm. We do not provide Legal Advice (defined in Section 15). Any communication you receive from Propdocs or our employees, agents, or representatives is purely for informational purposes and must not be relied upon for the purposes of making a decision with respect to a legal matter. In the event any of our employees, agents, or representatives provide you with Legal Advice, you agree that such communication is not authorized by Propdocs and you shall immediately delete and disregard any Legal Advice contained in that communication. Your use of the Platform or Lease Forms does not create a solicitor-client relationship between you and Propdocs. Communications between us and you do not create a solicitor-client relationship.
- Any decision you make regarding a legal matter (those decisions “Legal Decisions”) is solely your responsibility. You agree to retain qualified legal counsel licensed to practice in your jurisdiction to advise you on Legal Decisions if doing so would be reasonable in your circumstances.
- We do not represent, warrant, or guarantee that any Lease Form or Lease Agreement will: (i) meet your specific needs; (ii) be appropriate or suitable in your circumstances; or (iii) be compliant with the governing laws of your jurisdiction. You acknowledge that you should always review your intended Lease Agreement with a qualified legal practitioner licensed in your jurisdiction before entering into a Lease Agreement.
- Propdocs has no responsibility for determining or advising you on how long any Lease Agreement must be stored or retained under the governing laws of your jurisdiction.
- You are solely responsible for determining whether the Lease Agreement may be executed electronically in your jurisdiction.
- Propdocs is not a broker and does not provide brokerage services. Propdocs is not a representative or agent of Landlords or Tenants. Without limiting the foregoing, we do not represent you in connection with any Lease Agreements or their negotiation. Nothing contained in these Terms will be construed as creating any agency, brokerage, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between Propdocs and you, and neither Propdocs nor you will have authority to contract for or bind the other party in any manner whatsoever.1
1.4 Scope of Services. The prices, features, functionalities, services, and options of the Platform depend on your User type, on your selections, and, if you a Landlord, your subscription plan (“Subscription”). The Platform may be changed, withdrawn, suspended, or terminated at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is restricted to users or unavailable at any time or for any period.
- Service Areas. Availability of the Platform, and certain features, functionalities, and services of the Platform, are restricted to our authorized geographic service areas. For example, you are not permitted to use in connection with Properties located outside of our service area. Check our website to confirm if you live within one of our service areas. We reserve the right to decline to provide services to any User, in our sole discretion, even if they or their Property is within a service area.
- Restrictions on Properties. Only Properties which meet our eligibility requirements (as determined in our sole discretion) may be premises under Lease Agreements negotiated or managed through our Platform. Check out our website for Property eligibility requirements, as revised from time to time.
- Geographic Restriction. The owner of the Website is based in the Province of British Columbia in Canada. We provide this Platform for use only by persons located in Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
- Sharing & Storage. This Section 8 applies only to Landlords with a paid and active Subscription. During an active Subscription, Propdocs will store your Lease Agreements, and will share via the Platform your Lease Agreements with Tenants as directed by you; except that Propdocs may place reasonable use limits on your storage and sharing privileges as necessary to prevent abuse or strain of the Platform.
2. Account Registration and Security
2.1 To receive certain services and to access certain password protected areas of the Platform you must first complete the registration process to create an account with us (an “Account”), which may involve: (a) registering a unique user name and password (collectively, “Credentials“); (b) providing contact information, such as your name, company name, phone number, email address, and delivery address; (c) providing payment and billing information, including, without limitation, such information as necessary to enable us to receive payment instructions from you in connection with a business bank account (“Bank Account”) at an authorized financial institution; and (d) and providing us with any other information we request. You may only create one Account. Additionally, Tenants may only create an Account if invited by a Landlord.
2.2 Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as requested by us (such information being the “Registration Data“). You will also maintain and promptly update the Registration Data and other Account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if Propdocs has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Propdocs has the right to suspend or delete your Account and refuse delivery of any and all current or future services to you.
2.3 Receipt of Calls and Messages. By providing us with a phone number, you consent to receive calls and text-messages (SMS) from us regarding the Platform. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you.
2.4 Call Recording. Your phone calls with Propdocs may be recorded for training purposes, to enhance customer services, for security, and to confirm our discussions with you.
2.5 No Account Sharing. Your Account is specific to you and may not be shared with or transferred to any other person. If you are using the Platform as, or on behalf of, an organization, each natural person in your organization who uses the Platform requires their own separate Account. You are solely responsible for maintaining the confidentiality of your Account and Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. Except as authorized in writing by Propdocs, you will not permit any other person to use your Account or Credentials, and you will immediately notify Propdocs if you know or suspect that your Account or Credentials have been used by any other person. You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other Personal Information. You also agree to ensure that you logout from your Account at the end of each session.
2.6 Unauthorized Access. You shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting your passwords and other log-in information. You shall notify Propdocs immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use reasonable efforts to stop said breach.
2.7 Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your access, use, and receipt of the Platform. For example, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Platform; and (b) obtaining and maintaining any device or other hardware or software you use to access and use the Platform. Your ability to access the Platform is dependent on your continued access to sufficient internet and/or data services.
2.8 Communications from your Account. Propdocs may act upon any communication that is given through your Account or by using your Credentials. All instructions communicated to Propdocs through your Account or Credentials will be binding on you. Propdocs is not required to verify the actual identity or authority of a person using your Account or Credentials, but Propdocs may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Propdocs is not satisfied with the verification. If Propdocs, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Propdocs may immediately cancel or suspend the Account or Credentials without any notice to you. We may require you to change your Credentials from time to time.
2.9 Linking Bank Accounts. Multiple Accounts may be linked to a single Bank Account by individuals authorized to give instructions regarding that Bank Account (those individuals, “Authorized Individuals”). If you are an Authorized Individual, you confirm that any other individuals who use the Platform on your behalf are authorized by you to give instructions with respect to the Bank Accounts linked to your Account. To revoke the authorization of a person or an Account to provide instructions with respect to a Bank Account, you must contact us at [email protected]
2.10 Age of Majority. You represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Propdocs.
3. Lease Forms and Lease Agreements
3.1 Lease Forms. Lease Forms are the intellectual property of Propdocs or our licensors. Conditional upon your compliance with these Terms, Propdocs hereby grants you a non-exclusive, non-sublicensable, and non-transferable, limited license to use the Lease Forms solely for the purposes of drafting, negotiating, and entering into Lease Agreements through the Platform. The Lease Forms may not be used for any other purpose. This license is immediately revoked upon the deletion of your Account.
3.2 Binding Agreement. When you are ready to enter into a Lease Agreement, you will visit a third-party website to execute the Lease Agreement. Once you and all other parties to the Lease Agreement have executed the Lease Agreement, a legally binding contract will be formed between you and the other parties to your Lease Agreement, provided that the legal requirements for contract formation have been met. Propdocs is not a party to the Lease Agreement and does not represent, warrant, or guarantee the enforceability of any Lease Agreement.
4.1 Advertisements respecting our products and services are invitations to you to make offers to purchase products and services and are not offers to sell. A properly-completed order on our Platform by you constitutes only your offer to purchase the products or services in your order, even if Propdocs has processed payment for such offer. Your order will be accepted only if and when Propdocs sends a purchase confirmation email (“Confirmation Email”) to the email address you provided during your registration or order process or as otherwise updated on your Account. If Propdocs does not accept your order in whole or in part, Propdocs will refund any amounts paid by you to Propdocs for the order or part of the order not accepted and no contract will be formed with respect to such order.
4.2 Any price offers or advertisements given by Propdocs will be valid for the period stated on the offer or advertisement, except that Propdocs reserves the right to reject any sale for any reason, including without limitation for typographical errors, illustrative errors, or a misprint in the price offer or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price
4.3 Charges for Platform. Your use of certain products or services on the Platform may result in charges (“Charges”) to you. Charges may include applicable taxes. Prices for products or services will be presented to you at or before the point of purchase. You agree to promptly pay all applicable Charges. Charges might be one-time, usage based, or recurring, depending on what you have purchased. When incurring a Charge, you must provide accurate and complete personal and billing information as requested by us. Access to the Platform is conditional upon your prompt payment of Charges.
4.4 Subscription & Auto-Renewal. Certain services on the Platform may require registering for an ongoing Subscription. If you register for a Subscription, you will be billed on a recurring, periodic basis at the end of each billing period for the fees applicable to your Subscription, which may include accrued Charges calculated based on your usage of the Platform. The length of your billing period depends on the subscription plan you select when registering for a Subscription. At the end of each billing period, your Subscription will automatically renew unless you have cancelled your Subscription through the Platform or unless Propdocs has terminated this Agreement or deleted your Account.
4.5 When you provide a payment method, such as a credit card, that is accepted by us, you represent and warrant that you are authorized to use such payment method and that you authorize us (or our third-party payment processor) to charge your payment method for all applicable Charges. For example, when you purchase services from us, you permit us to charge the payment method you have chosen in the total amount of your purchase or the amounts accrued under your Subscription (including applicable taxes). If we, or our third-party payment processor, are unable to verify your payment method, or if it is otherwise invalid or not acceptable, we may suspend your access to the Platform or cancel your order. Notwithstanding any suspension of your access to the Platform or cancellation of your order, you remain obligated to pay us for any Charges.
4.6 Sales Final. Except as otherwise provided in these Terms, or as is required by law, all fees paid by you to us are non-refundable and non-returnable, including, without limitation, with respect to any Subscription. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable law; you are solely responsible for any unauthorized, fraudulent, or erroneous transactions related to your use of the Platform or any use of the Platform through your Account.
4.7 Prices on our website are expressed in Canadian Dollars (CAD) unless otherwise noted. If the product or service sold has additional terms and conditions, those additional terms and conditions will be provided by us to you prior to the sale. We may modify the fees charged for services on the Platform at any time, except that fee changes to your Subscription will not apply until the commencement of your next Billing Period.
4.8 Promotional Offers. At our discretion, we may make available certain products or services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the product or service that was otherwise subject to the Promotion. At the end of any free trials, if you have not cancelled your Subscription or terminated this Agreement in accordance with its terms, we (or our third-party payment processor) may begin charging you for your Subscription Plan without additional notice to you.
5. Termination and Suspension
5.1 Access to Platform. We may terminate, suspend, or limit your right to access and use the Platform if we are of the belief that you have or soon will breach these Terms. If your access or use of the Platform has been terminated, suspended, or limited by Propdocs, you shall not register a new Account on the Platform. You will not be entitled to a refund if we terminate, suspend, or limit your right to access or use the Platform in accordance with this section. For the avoidance of doubt, if Propdocs terminates, suspends, or limits your access and use of the Platform under this section, the Terms will remain in force.
5.2 Termination of Terms. We may terminate these Terms at any time by providing notice to you. The following provisions will survive termination of these Terms: Articles and Sections 2, 1.3, 2.7, 2.10, 2.8, 4.2, 5, 6.1, 6.2, 7 , 8.1, 8.2, 8.4, 8.5, 9.2, 11.1 , 11, 12, 13, 14, and 15, any warranties you provide under these Terms, and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms.
6. Our Intellectual Property
6.1 Propdocs, Propdocs.co, and related words and logos, as well as the names of other products or service of Propdocs, are trade names, trade-marks, or registered trademarks of Propdocs. The names of other companies, products or services referred to on the Platform may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited.
6.2 All Propdocs Materials are Copyright © 2019, Propdocs or its licensors, except as otherwise indicated in writing. All rights reserved.
6.3 You may download (subject to the terms of any applicable software license) or print a hard copy of materials from this website for your own personal use, but any copying or reproduction of these materials for commercial purposes without the permission of Propdocs is prohibited. The distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Platform without the permission of Propdocs is also prohibited
7. Your User Content and Privacy
7.1 Permission from You. Portions of the Platform may allow Users to post and exchange information and content (such information and content, “User Content“), such as images, text, audio, video, and other forms of data or communication. For the avoidance of doubt, User Content includes, without limitation, any modification you or other Users make to Lease Forms; except that any unmodified portion of the Lease Form remains the intellectual property of Propdocs. Propdocs does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in your User Content. By submitting, uploading, posting, or providing User Content on our Platform, you grant Propdocs all such rights and permission as necessary or useful: (a) to access, Process and otherwise use your User Content in order to provide Propdocs’s current and future products and/or services to you and other persons; (b) to track and analyze your use of the Platform; (c) to make your User Content available to other users of the Platform and other third parties as directed or authorized by you; (d) to provide analysis and insights regarding leasing trends and leasing transaction data; (e) to carry out lease abstraction and publish the results therefrom; and (d) to enforce these Terms and exercise our rights and perform our obligations under these Terms.
To the extent that you have intellectual property rights in your User Content, you grant Propdocs a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, sublicense, create derivative works from, and distribute your User Content for the purposes outlined in this Agreement (the “User Content Licence”).
7.2 Rights in Your User Content. You confirm, represent, and warrant to Propdocs that you have all the rights, power, and authority necessary to grant the User Content Licence and that any User Content you submit to us or otherwise post on or upload to our Platform is and shall be your own original work or work which you are authorized to supply to us. When you submit or post any User Content on our or through our Platform and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content.
7.3 Disclaimer: Please note that User Content on our Platform does not necessarily reflect the views of Propdocs, and Propdocs disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on the Platform.
7.4 Responsibility: You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using our Platform, is the sole responsibility of the person from whom it originated. This means that you, and not Propdocs, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via our Platform; and (ii) for ensuring that all User Content is accurate, lawful, suitable for your circumstances, and does not include misleading information or infringe or violate anyone’s rights. Propdocs does not control the User Content posted via our website and, therefore, does not guarantee the accuracy, integrity, suitability, or quality of any User Content. You therefore agree that you will not hold Propdocs responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via our Platform.
7.5 Removal of User Content. You acknowledge that Propdocs is not obligated to pre-screen, monitor, or modify User Content, but that Propdocs has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via our Platform that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to Propdocs, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Propdocs believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Propdocs, or our affiliates, staff, users, or the public.
7.6 Feedback: We welcome any questions, comments or feedback you might have about the Platform or these Terms (“Feedback“). Please refer to the Contact section of our website for our contact information. You should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you
7.7 Risk of Exposure. YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING YOUR USER CONTENT TO OR TRANSMITTING IT THROUGH THE PLATFORM, YOU ASSUME THESE RISKS. Propdocs offers no representation, warranty, or guarantee that your User Content or Lease Agreements will not be exposed or disclosed through the Platform or through errors or the actions of third parties.
7.8 Third-Party Rights Warranty. You represent, warrant, and covenant to Propdocs that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, personality rights, or any other rights, of any person.
7.9 Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Services. If you find anything on the Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at [email protected]
8. Data & Security
8.1 Data Backup. The Platform does not replace the need for you to independently maintain regular data backups or redundant data archives. Propdocs HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR USER DATA OR LEASE AGREEMENTS.
8.2 Customer Control and Responsibility. You are solely responsible for: (a) all of your User Data, (b) the security and use of your Access Credentials; and (c) all access to and use of the Platform and directly or indirectly by or through your Account or Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use
8.3 Access and Security. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Platform through your Account or Access Credentials.
8.4 User Data. As between you and Propdocs, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of your User Data (to the extent you are the owner), including all intellectual property rights relating thereto, subject to Section 1. Propdocs is the owner of all Resultant Data.
8.5 Resultant Data. Without limiting Propdocs’s rights with respect to the Resultant Data, Propdocs may use, reproduce, sell, publicize, or otherwise exploit Resultant Data in any way, in its sole discretion.
9. Acceptable Use Policy
9.1 Your access and use of the Platform is conditional upon your continual compliance with these Terms.
9.2 Acceptable Use. You shall not misuse the Platform or assist or permit any other person’s misuse of the Platform. Without limiting the generality of the foregoing or anything else in these Terms:
(a) you warrant and agree that your use of the Platform and your User Content and Lease Agreements will not:
(ii) without limiting the generality of section 2(a)(i), infringe, violate, or misappropriate the intellectual property rights, personality rights, or privacy rights of any third party;
(iii) involve, include, or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
(iv) involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise nor asking for personal information;
(v) involve, provide, or contribute any false, inaccurate or misleading information;
(vi) involve or include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms;
(vii) involve impersonating any person or entity or falsely stating or misrepresenting your affiliation with a person or entity;
(viii) involve or include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Propdocs, or other users of the Platform or expose them to liability;
(ix) involve or include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
(x) involve or include sending spam or unsolicited commercial electronic messages;
(xi) promote any illegal activity, or advocate, promote, or assist any unlawful act;
(xii) give the impression that your User Content originates from or is endorsed by us or any other person or entity, if this is not the case; or
(xiii) involve or include acts or omissions that may be considered defamatory, discriminatory, fraudulent, tortious, or otherwise malicious or harmful to any person; and
(b) you agree not to:
(i) publish, distribute, copy, or use the Lease Forms except as specifically permitted in these Terms;
(ii) use the Propdocs Materials in any manner contrary to applicable law or these Terms;
(iii) access content and data that is not intended for you;
(iv) attempt to breach or breach our website’s security and/or authentication measures;
(v) restrict disrupt or disable service to users, hosts, servers or networks;
(vi) illicitly reproduce TCP/IP packet header;
(vii) disrupt network services or otherwise disrupt our ability to monitor the website;
(viii) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
(ix) introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
(x) attack our website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
(xi) to use scrapers, indexing tools, or other automated tools for the purposes of data mining or surveying on our website;
(xii) to mirror or frame any part of our Platform;
(xiii) interface any application with our Platform, unless authorized in writing by Propdocs;
(xiv) harvest or otherwise collect, use or disclose personal information about our customers, including email addresses, without their prior consent and then only in compliance with applicable data protection and privacy laws;
(xv) reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way our Platform except as permitted by us under these Terms, or as expressly provided under applicable law; and
(xvi) otherwise attempt to interfere with the proper working of the Platform.
10. Third-Party Services
Additionally, certain services of the Platform might be provided by third-party providers, such as payment processing services or the service which allows for electronic execution of your Lease Agreements. We do not control such third-parties. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third-party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third-party.
- YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ACQUIRED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ACQUIRED THROUGH THE PLATFORM ARE MADE AVAILABLE ON AN “AS IS” AND AS AVAILABLE BASIS. NEITHER Propdocs NOR THE Propdocs ASSOCIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) Propdocs AND THE Propdocs ASSOCIATES HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) Propdocs AND THE Propdocs ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) Propdocs AND THE Propdocs ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR USER CONTENT OR LEASE AGREEMENTS WILL REMAIN PRIVATE OR SECURE; AND (d) Propdocs AND THE Propdocs ASSOCIATES DISCLAIM ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE PLATFORM OR OTHER THIRD PARTIES (EVEN IF ADVERTISED OR MADE AVAILABLE ON THE PLATFORM).
WE DO NOT SCREEN OR EVALUATE LANDLORDS, TENANTS, OR PROPERTIES WITH RESPECT TO SUITABILITY FOR YOU OR YOUR PURPOSES. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE WHETHER ENTERING A LEASE AGREEMENT IS APPROPRIATE OR ADVISABLE IN YOUR CIRCUMSTANCES.
11.2 No Uptime Guarantee. Propdocs does not guarantee 24×7 uptime availability of the Platform. Without limiting the foregoing, you acknowledge that the Platform will be unavailable during: (a) downtime and scheduled upgrades; and (b) unavailability caused by circumstances beyond Propdocs’s reasonable control. Without limiting anything else herein, Propdocs has no liability for any downtime or unavailability of the Platform.
11.3 Interactions with Other Users. You agree that you are solely responsible for your transactions, agreements, or other interactions, either through the Platform or through other means of communication, with other Users of the Platform. You acknowledge that that Propdocs has no liability for any such interactions. Propdocs may monitor or become involved in disputes between you and other Users of the Platform but has no obligation to do so.
11.4 Third Party Sites and Content. You understand that the Platform may contain or send you links to third party websites, applications or features not owned or controlled by Propdocs (“Third Party Sites”), and that links to Third Party Sites may also appear in content available to you through the Platform. The Platform may also enable interactions between the Platform and a Third Party Site through applications that connect the Platform, or your Account on the Platform, with a Third Party Site. Through Third Party Sites you may be able to access content, products, or services from third parties that Propdocs does not control and/or share your User Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND Propdocs WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT, PRODUCTS, OR SERVICES.)
11.5 LEASE FORMS. NEITHER Propdocs NOR THE Propdocs ASSOCIATES REPRESENT OR WARRANT THAT THE LEASE FORMS OR LEASE AGREEMENTS WILL MEET YOUR SPECIFIC GOALS, PROTECT YOUR SPECIFIC INTERESTS, OR WITHSTAND CHALLENGES TO THEIR LEGAL OR FACTUAL SUFFICIENCY. THE LEASE FORMS MADE AVAILABLE THROUGH THE PLATFORM ARE OF A GENERAL NATURE AND MAY NOT BE SUFFICIENT OR SUITABLE FOR YOUR SPECIFIC CIRCUMSTANCES. THE LEASE FORMS COME WITH NO GUARANTIES, WARRANTIES, OR REPRESENTATIONS AS TO QUALITY, COMPLETENESS, APPROPRIATENESS, OR SUITABILITY FOR ANY PARTICULAR PURPOSE. BY MAKING LEASE FORMS AVAILABLE TO YOU, WE ARE NOT PROVIDING LEGAL COUNSEL OR LEGAL ADVICE. OUR PROVISION OF LEASE FORMS DOES NOT CONSTITUTE THE PRACTICE OF LAW OR THE PROVISION OF LEGAL SERVICES. LEASE FORMS SHOULD NOT BE RELIED UPON IN SUBSTITUTION FOR QUALIFIED LEGAL ADVICE FROM A LAWYER LICENSED TO PRACTICE LAW IN YOUR JURISDICTION.
11.6 LEASE PAYMENT SERVICES DISCLAIMER. Without limiting any other section of Article 11, we specifically disclaim all representations and warranties of any kind, express or implied, including without limitation any implied warranties or conditions of merchantability or fitness for a particular purpose, with respect to the Lease Payment Services and Lease Payment Service Provider. You confirm you are aware that the Lease Payment Services are exclusively provided by the Lease Payment Service Provider and not by Propdocs. You release Propdocs from all liability related to the Lease Payment Services. Your use of the Lease Payment Services at your own risk.
11.7 Accuracy of Content. Although we work to provide you with accurate content, mistakes sometimes happen and we do not warrant that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose.
12 . Indemnification
12.1 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Propdocs and the Propdocs Associates from and against any and all third party claims, suit, proceeding, liability, or cost arising out of or related to: (a) your access or use of the Platform or any Third-Party Materials; (b) violation of these Terms by you or any person through your Account; (c) infringement or violation of third party intellectual property, privacy or publicity rights by User Content submitted to or transmitted through the Platform from your Account, including without limitation by your User Content; (d) claims that use of the Platform through your Account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003, CASL, or any other law or restriction on electronic advertising or spam emails; (e) any of your User Content Processed through the Platform; (f) any products or services purchased or received by you through the Platform, including those provided by third-parties; (g) access or use of the Lease Payment Services by you or any other person using your Account; (h) your breach of the Lease Payment Terms; (i) any payments made, or attempted to be made, through the Lease Payment Services; or (j) your breach of a Lease Agreement.
Your obligations set forth in this Article 12.1 include retention and payment of legal counsel and payment of court costs, as well as settlement at your expense and payment of judgments. Propdocs will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
13. Limitation of Liability
13.1 Dollar Cap. WITHOUT LIMITING SECTION 2, Propdocs AND THE Propdocs ASSOCIATES CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE YEAR IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE PLATFORM ON A FREE BASIS, THEN OUR AND THE Propdocs ASSOCIATES’ LIABILITY WILL NOT EXCEED $1.00 CAD).
13.2 Limitation of Liability. IN NO EVENT WILL Propdocs OR THE Propdocs ASSOCIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Governing Law and Disputes
14.1 Governing Law. The courts in some countries, states, or provinces will not apply the law of British Columbia to some types of disputes. If you reside in one of those countries, states, or provinces, then where British Columbia law is excluded from applying, your country, state, or province’s laws will apply to such disputes related to these Terms and the Platform. Otherwise, these Terms and and the Platform are governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
14.2 Arbitration If the courts in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to these Terms or the Platform will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and Propdocs arising out of or relating to these Terms or the Platform that you and Propdocs shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Propdocs. If you and Propdocs do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the British Columbia International Commercial Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order. Notwithstanding the foregoing, Propdocs may seek injunctive or other equitable relief to protect its rights, and for any other purpose, in any court of competent jurisdiction.
You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Propdocs arising out of or relating to these Terms or the Platform. To opt out, you must, within 30 days of accepting these Terms, deliver to Propdocs a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
Propdocs Technologies Inc.
201 – 388 West 8th Avenue
Vancouver, British Columbia, Canada
If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these Terms or the Platform.
14.3 Waiver of Class Action and Jury Trial. Where legally permissible, you hereby agree to waive any right you may have to commence or participate in any class action against Propdocs or the Propdocs Associates related to any claim and, where applicable, you also agree to opt out of any class proceedings against Propdocs or the Propdocs Associates. Where legally permissible, if a dispute arises between us and you, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.
15.1 Consumer Rights. Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived
15.3 Supplemental Contracts. Your use of and access to the Platform is subject to any other written and duly executed contracts you might have with Propdocs that expressly state they take precedence over these Terms.
15.4 Waiver: No waiver of any of these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.5 Amendments: Propdocs may amend these Terms from time to time by posting an amended version on the Website and sending you written notice thereof. Such amendment will become effective 14 days after such notice, unless you have permanently ceased use of the Platform before the expiration of that 14-day notice period. Your continued use of the Platform after that 14-day notice period will confirm your consent to such amendment. These Terms may not be amended in any other way except through a written agreement by an authorized representatives of each party.
15.6 Assignment: We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.
15.7 Severability: If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.8 Headings Headings are for convenience only and shall not affect the interpretation of these Terms.
15.10 Enurement: These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
15.11 Force Majeure. Propdocs will not be liable or responsible to you, nor be deemed to have defaulted or breached the Terms, for any failure or delay in fulfilling or performing any term of Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Propdocs including, without limitation, acts of God, flood, fire, storm, hurricane, tsunami, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
15.12 Further Assurances. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Propdocs, to effect the purposes of these Terms and carry out its provisions.
15.13 Third-Party Beneficiaries. Except as set forth in the following sentence, the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns. The parties hereby designate the Propdocs Associates as third-party beneficiaries of Articles and Sections 1, 11.5, 12, 13 and 14.
15.14 Notices: Propdocs may send notices (including legal notices) your email address or other address on file with Propdocs, and such notices will be deemed received 24 hours after they are sent. You may send routine communications to [email protected] and you shall send legal notices only to:
Propdocs Technologies Inc.
201 – 388 West 8th Avenue
Vancouver, British Columbia, Canada
and such legal notices will be deemed received upon receipt by Propdocs. All legal notices sent by you must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).
15.15 Definitions: The following words have the following meanings:
(a) “CASL” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada).
(b) “Landlords” means Users who are lessors, or prospective lessors, of Properties.
(c) “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, state, municipal, or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction;
(d) “Lease Payments” means rent and all other amounts a Tenant has agreed to pay to a Landlord under a Lease Agreement.
(e) “Legal Advice” means legal advice, including, without limitation:
(i) professional advice provided by a licensed lawyer, attorney, or notary;
(ii) any legal services or communications which, under applicable law, may only be performed by or under the supervision of a licensed legal practitioner;
(iii) the provision of an opinion regarding the substance or procedure of a law in relation to a particular factual situation;
(iv) advising a person to take a specific course of action based upon an analysis of specific set of facts and applicable law;
(v) advising a person as to the appropriateness or suitability of a legal document, legal instrument, or legal clause, in their circumstances;
(vi) advising a person as to whether additional legal documents, legal instruments, legal clauses, or professional advice are required or advisable in their circumstances;
(vii) advising a person as to whether a legal document, legal instrument, or legal clause contains incompatible, ambiguous, incoherent, unenforceable, vague, ill-suited, inappropriate, or unlawful provisions;
(viii) advising a person as to whether any necessary or advisable clauses, details, or issues have been omitted from, or improperly addressed in, any legal document, legal instrument, or legal clause;
(ix) advising a person as to the legal consequences that could or will flow from use of a legal document, legal instrument, or legal clause;
(x) advising a person as to their rights, interests, or obligations under any legal document, legal instrument, or legal clause, or with respect to any legal or factual matter;
(xi) doing an act or negotiating in any way for the settlement of, or settling, of a claim or demand for damages; and
(xii) negotiating in any way the terms of a legal document, legal instrument, or legal clause.
(f) “Personal Information” means information about an identifiable individual;
(g) “Privacy Laws” means all present and future Laws applicable to the Platform relating to the collection, use, and disclosure of personally identifiable information, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada).
(h) “Process” means to take any action or perform any operation or set of operations that the Platform is capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, crossreference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
(i) “Resultant Data” means information, data and other content that is derived by or through the Platform from Processing User Data or Lease Agreements and is sufficiently different from such User Data or Lease Agreements, respectively, that the source material cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.
(j) “Propdocs Associates” means Propdocs’s directors, officers, employees, agents, service providers, shareholders, subsidiaries, parent companies, successors, and assigns.
(k) “Propdocs Materials” means materials, content, and information, in any form or medium, provided by Propdocs on the Platform, including, without limitation, the Lease Forms.
(l) “Tenants” means a User who: (a) has been invited to the Platform by a Landlord; and (b) is a tenant, or prospective tenant, of a Property leased or intended to be leased by a Landlord.
(m) “User Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from a User by or through the Platform. For the avoidance of doubt, your User Data includes your User Content.