Terms and Conditions
Your agreement with us (Agreement) consists of:
- (a) any physical document or electronic interface that we provide to you that you sign or otherwise indicate your consent to and that identifies your subscription contract, including, but not limited to, letterheads, announcement orders, or contracts , emails, online order forms or other documents (including those provided to you through our admin agent (your order);
- (b) the terms of our Privacy Policy, the Platform Terms of Use and the Acceptable Use Policy applicable to your subscription, as posted on the GREM Platform Terms and as amended from time to time in accordance with paragraph 5(d) below;
- (c) the terms of any statement received from you. This Agreement is the entire agreement between us regarding its subject matter and supersedes all prior agreements and understandings between us.
Term
- 1. The term of this Agreement is the initial term specified in the applicable Subscription Order (Initial Term) and any additional terms to be terminated in accordance with this Agreement.
- 2. For a subscription, the initial term (usually 12 months) is specified in the order. Upon the expiration of the Initial Term, your subscription will, subject to our rules pursuant to paragraph below, be renewed for the same term as the Initial Term (Additional Terms) until terminated in accordance with this Agreement.
Your commitment
You represent and warrant to us that at any time during the term of this Agreement:
- (a) you have all necessary licenses or accreditations to sell or rent all of your listings on the Platform;
- (b) you will not make any representations to your customers that do not comply with this paragraph (a);
- (c) you have the authority to sell or lease all of your items on the Platform and have the appropriate local authority required by state or local regulations;
- (d) you will comply with all of your obligations set forth in 'Your obligations'.
Your confirmations
You acknowledge and agree that for the duration of this Agreement:
- (a) in order for us to grant you the right to upload advertisements to the Platform and other services we provide, you grant us an irrevocable, perpetual, worldwide, royalty-free license to publish, copy, license to others, use and adaptation for any purpose related to our business, any content you provide to us during the Term, and this license survives termination of this Agreement by you or us;
- (b) we may, in our sole discretion, remove or modify some or all of your listings if you, in our reasonable opinion, are in breach of your obligations under 'Your Obligations' below;
- (c) you are solely responsible for the content of your listings and for any errors or omissions in your listings - we act as the publisher;
- (d) we may modify this Agreement or any of its constituent documents, provided that if the modification materially alters the rights or obligations of either party and is therefore likely to cause you substantial harm, we will give you at least 30 days written notice by e-mail or mail prior to the option becoming effective, and you may terminate this Agreement during that period if you believe the change will result in material damage. For options that do not materially change the rights or obligations of either party or cause you material harm, we will give you at least 30 days written notice (via email) before the option becomes effective and you may not terminate the operation of this Agreement during that period in accordance with this paragraph;
- (e) all features of our Subscriptions and Products are subject to change, enhancement and discontinuance, and as such we may change or discontinue any feature of the Subscription or Product, provided that if the change or termination materially alters your rights and for that reason may cause you material harm, we will provide you with at least 30 days written notice by email before the change or termination becomes effective, and you may terminate this Agreement during that period if you believe the change will cause to material damage. For cases that do not materially change your rights or cause you substantial harm, we will give you at least 30 days written notice (via email) before the change or termination becomes effective and you may not terminate agreement during that period in accordance with this paragraph;
- (f) we will make every effort to ensure that the Platform and other services we provide to you continue to operate smoothly and without interruption, however we cannot guarantee that technological failures or delays will prevent us from doing so;
- (g), you have provided us with your contact information, or your employees have provided us with their contact information, we may contact you and your employees from time to time in relation to Products and services offered by us or our business partners, and you authorize us:
- contact you or your employees by phone, email, text message, push notification, or other electronic means, unless you have explicitly asked us not to contact you through those means;
- Contact you or your staff using any of these methods without including a mailing list object, to the extent permitted by law.
Your obligations
1. Your obligations to us are as follows:
- (a) you will upload advertisements to the Platform only yourself or through an authorized third party who has been provided with all documents and has agreed to each of the documents that make up this Agreement (always subject to this clause below);
- (b) if you, in our reasonable opinion, violate this paragraph (e) below, you will promptly comply with any order we give you in relation to your respective item(s), including any order to remove, modify or updates to any relevant announcement;
- (c) you will be bound by the Privacy Policy, the Acceptable Use Policy and the Platform's Terms of Use (which vary from time to time);
- (d) if you provide us with any person's personal information, you must inform that person that their personal information will be used by us in accordance with our Privacy Policy;
- (e) you ensure that any statement you make to us or content or material provided by you (including content uploaded to the platform):
- not illegal;
- not intended for an improper purpose;
- is not misleading or deceptive, or may be misleading or deceptive (including because the product designation in the ad will or may be misleading or deceptive to consumers about an agency group, agency bureau, or individual agent who is responsible for the sale of the relevant property);
- does not include information that is defamatory, fraudulent, infringes the intellectual property rights of a third party, or otherwise subject us to any liability, litigation or other sanctions;
- otherwise violates the Acceptable Use Policy
- (f) you will comply with all applicable laws; fair trade laws; real estate agent laws and regulations (including rules governing the disclosure, withholding and payment of any discount or discount) and any other applicable advertising provisions;
- (g) you will ensure that you and all employees of your Agency(s) always treat our employees with courtesy and do not threaten, harass, abuse, assault, use offensive language, challenge or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort;
- (h) you will comply with any guidelines and regulations issued by your local and national authority for your type of organization;
- (i) you warrant that your username and password for accessing any services provided by us will at all times be kept secure and disclosed only to persons employed by you or engaged to provide services to you and who are authorized to incur costs from your name. However, you are responsible for any use of any service provided by us using your username and password by any person (whether authorized or not) and, without limitation, you must pay any costs incurred as a result of this use;
- (j) you agree that you will collect, use, disclose and store personal information obtained through the Platform, including through submission from users submitting inquiries to the Platform, for the sole purpose of contacting an individual about a specific property, in which he was interested, unless we advise otherwise;
- (k) until we waive this requirement, you must have one agency subscription and can only have one agency subscription, except where an Agency Group can have one administrative office, which does not require subscriptions;
- (l) you will not allow the download of a property listing under your Agency's subscription:
- if the authority to sell the property is not expressly assigned by your Agency;
- you warrant that you will not use our registered or unregistered trademarks for any purpose that we have not previously approved in writing or in a manner that may mislead people into believing that there is a connection between your brand and our brand other than our customer and service provider without our prior written consent.
Termination or suspension by us
1. Without prejudice to our other rights, we may terminate this Agreement immediately or suspend or temporarily remove any of your ads if:
- (a) you are unable to pay any financial obligations in your trade within 30 days after the due date;
- (b) any of your warranties or statements in 'Your Acknowledgments' are incorrect;
- (c) you are in material breach of your obligations under this Agreement (and for these purposes, any breach of any obligation under " Your Obligations" above will be considered material breach);
- (d) you are in breach of this Agreement (whether or not the breach is material and does not remedy the breach within 7 days after we notify you of the breach and require it to be corrected;
- (e) you enter into bankruptcy, liquidation, liquidation, administration, trusteeship, composition of arrangements with your creditors, or appoint a transferee, manager, or controller over all or any part of your assets or are protected from creditors under any statute or become or should become insolvent;
- (f) you die, or if you are in a partnership, a termination is being created or filed, or if you are a company, a liquidation is completed or filed.
2. In the event that we exercise our right to suspend or temporarily remove your listings in accordance with this paragraph 1 above, you will remain responsible for all subscription and product payments until termination or expiration of this Agreement.
Your Termination
1. In addition to any termination rights that may arise under another clause of this Agreement, you may terminate this Agreement immediately if:
- (a) we are in material breach of any of our obligations under this Agreement;
- (b) we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fails to remedy the breach within 7 days after you notify us of the breach and request that it be corrected;
- (c) we enter into bankruptcy, liquidation, liquidation, administration, bankruptcy administration, composition of arrangements with your creditors or appoint a successor, manager or controller of all or any part of your assets or are protected from creditors under any statute or become or are deemed insolvent;
- (d) we are in liquidation or a liquidation request has been submitted;
- (e) we exercise our right to suspend or temporarily remove your listings in accordance with Termination or Suspension by Us for 30 days or more.
Stop or pause effect
1. Termination of this Agreement or suspension or temporary deletion of listings pursuant to 'Termination or Suspension by Us' does not:
- (a) release you from your liability for payment of fees until the actual time of termination and for the avoidance of doubt, billing and payment for periods of suspension and notice periods that result in termination, if appropriate;
2. GREM may decide, in its sole discretion, not to enter into a new agreement with you if you have previously terminated an agreement or contract of any type with GREM.
3. Amounts payable by you upon termination are due and payable to us within 30 days of notice of termination.
Limitation of liability and indemnity
1. Subject to this paragraph 4 below, to the extent permitted under the Competition Act or any other applicable law, each party:
- (a) excludes all conditions and warranties provided in this Agreement;
- (b) excludes liability for consequential, special, or consequential loss or damage (including, but not limited to, loss of opportunity, loss of income, loss of data, and lost profits);
- (c) limits its liability for breach of any consumer warranty, condition or warranty that cannot be excluded (at the option of the party) of replenishing the related service or paying the cost of the service required.
2. Each party must take all reasonable steps to minimize any loss from which it suffers or may suffer, and this is the subject of a claim under this Agreement. If a party fails to take reasonable steps to minimize this loss, then the liability for the relevant claim will be reduced accordingly.
3. Neither party will be liable under this Agreement to the extent that liability is due to:
- (a) the other party's breach of its obligations under this Agreement, or its negligent act or omission;
- (b) any delay in the performance or breach of this Agreement resulting from any matter beyond its control (including in our case viruses, other defects or failure of the server hosting the platform).
4. You indemnify us and our officers, employees and agents (" reimbursable") for any direct or indirect liability, damages, costs and expenses (including attorney's fees and your own client base) incurred by any of those that were indemnified in as a result of any claims or proceedings brought by a third party in respect of those that have been indemnified in connection with any content or material uploaded or provided by you in connection with this Agreement or any other act or omission in connection with your use of the Platform or our other services.
5. Each indemnity in this Agreement is a permanent obligation, separate and independent from the other obligations of the parties and for any reason, termination of this Agreement shall be effected.
Assignment
1. You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.
2. We may assign this Agreement at any time. If we transfer this Agreement, we will notify you of the assignment.
General provisions concerning rights and remedies
1. No delay or failure by either party to enforce any provision of this Agreement shall be deemed a waiver or precedent.
2. If any term of this Agreement is invalid, unenforceable, or illegal, that term shall cease to have effect. The remainder of this Agreement shall remain in full force and effect.
3. The rights and remedies of each party provided in this Agreement are in addition to other rights and remedies provided by law and in equity, regardless of this Agreement.