General Terms Applicable to all Best For Agents System Software & Services: Single User Licence Agreement
This Licence Agreement ("Contractual Agreement") is by and between The Client and Best For Agents System.
The term "Best For Agents System" as referenced herein shall apply to: A limited liability company with an office located at: 4711 Yonge Street, 10th Floor, Toronto, Ontario, Canada Canada M2N 6K8; incorporated March 5th, 2009 as Best For Agents Inc., with 100% of the corporate shareholding being owned by a registered real estate agent; operating under the laws of the Province of Ontario; and said referencing shall provide for the following indemnification with respect to all software and online services provided herein.
PLEASE READ THESE BEST FOR AGENTS SYSTEM TERMS AND CONDITIONS CAREFULLY PRIOR TO ACCEPTANCE OF THIS CONTRACTUAL AGREEMENT FOR THE PROVISION OF ONLINE SERVICES. IF FOR WHATEVER REASON YOU DO NOT AGREE WITH ANY ASPECT, FACTOR, PARAGRAPH, CLAUSE, SENTENCE, OR PHRASE CONTAINED WITHIN THESE BEST FOR AGENTS SYSTEM TERMS AND CONDITIONS AS OUTLINED HEREIN YOU ARE ADVISED TO RESTRAIN FROM SIGNING YOUR ACCEPTANCE OR IN ANY WAY COMMUNICATING THAT ACCEPTANCE BY CLICKING ON "I ACCEPT" BUTTON(S) OR LINK(S). BE ADVISED THAT YOUR IMPLIED ACCEPTANCE OF THE ONLINE SERVICES PROVIDED ON THIS WEBSITE IS FULLY EQUIVALENT TO THE ACCEPTANCE OF THIS CONTRACTUAL AGREEMENT IN ITS ENTIRETY. BEST FOR AGENTS SYSTEM RESERVES ANY AND ALL IRREVOCABLE RIGHTS IN PERPETUITY TO TERMINATE ANY LEVEL OF SERVICES SHOULD BEST FOR AGENTS SYSTEM FAIL TO RECEIVE TIMELY NOTIFICATION OF YOUR DIRECT ACCEPTANCE OF THIS CONTRACTUAL AGREEMENT. ANY FORM OF ACCEPTANCE OF THIS CONTRACTUAL AGREEMENT BY EMAIL OR ANY OTHER FORM OF ELECTRONIC COMMUNICATION SHALL CONSTITUTE FULL ACCEPTANCE AS IF IT BORE YOUR PERSONAL SIGNATURE IN WRITING AND BE CONSIDERED COMPLETELY FINAL AND BINDING AND GOVERNED AND CONSTRUED IN ADHERENCE AND ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO.
Best For Agents System shall supply the Client with an account for online services which include website templating; website and email hosting; specialized writing, graphics and various imaging services; search engine optimization and consultation services; direct email campaign content; and a wide range of internal and external database driven modules which may or may not contain within additional third party services as provided through Best For Agents System or amended from time to time at the sole, irrevocable and unilateral discretion of Best For Agents System. Copyleft images used via Wikipedia Commons GNU Free License Version 1.2.
NOTE THAT YOUR IMPLIED ACCEPTANCE OF THIS CONTRACTUAL AGREEMENT IS A FULLY BINDING ACCEPTANCE OF THIS INDEMNITY: IN NO MANNER WHATSOEVER SHALL BEST FOR AGENTS SYSTEM BE CONSIDERED LIABLE IN ANY WAY TO THE CLIENT AND / OR ANY THIRD PARTY RELATED OR DEPENDENT ON THE CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, OR NON-CONTRACTUAL DAMAGES, CLAIMS, LOST PROFITS, OR OTHER RAMIFICATIONS RESULTING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS CONTRACTUAL AGREEMENT OR ANY TYPE OF SERVICES PROVIDED HEREIN THAT IN THE ABSENCE OF EXHAUSTING THE OVERALL GENERALITY OF THE FOREGOING STATEMENT SHALL INDEMNIFY AND SAVE HARMLESS ANY AND ALL OF THE PRINCIPALS, SHAREHOLDERS, AND RELATED CORPORATE ENTITIES OF BEST FOR AGENTS SYSTEM. THE CLIENT HEREBY ACCEPTS AND ACKNOWLEDGES THIS DISCLOSURE PROVIDED IN ADVANCE OF PROVISION OF ANY SERVICES OF THIS LIABILITY WAIVER AND COMPLETE INDEMNIFICATION TO BEST FOR AGENTS SYSTEM, ITS SUBSIDIARIES AND ASSIGNS AND THUS RECOGNIZES THAT THE TERM "BEST FOR AGENTS SYSTEM" AS AFOREMENTIONED AND HEREIN REFERENCED SHALL APPLY TO THE COMPLETE LEGAL EXTENT OF THIS INDEMNITY.
The Best For Agents System Service Account as referenced herein shall apply to the provision of the following services by Best For Agents System:
Sole Responsibility For All Content
The Client shall be considered to be completely and fully responsible for the presence, copyright, legality, and legitimacy of any and all content displayed within the Client's web site. Any breach of copyright, or other failure of legality of adherence to any law in any jurisdiction of the content placed by the Client on the web site shall remain the sole and unquestioned legal responsibility of the Client. The Client agrees that any liability for any of the aforesaid content shall be borne exclusively by the Client in perpetuity. Customization or display of any default listing content and listing detail on the agent website is the mere responsibility of the real estate agent and Best For Agents is not responsible to change the setting of the selected template style unless an agent requests for such a customization via email. The content, data, and information of the Client, as well as any copyrights, trademarks, and proprietary rights of the Client shall remain those of the Client. The Client agrees that all content placed upon the web site and any electronic communications performed in conjunction with it, shall be subject to the currently prevailing rules of internet etiquette also known as Netiquette, thus shall not post or permit to be posted any content which is libelous, tortuous, illegal, offensive, or creates a situation whereby there may be retaliatory action of any kind including electronic attacks against Best For Agents System servers. Best For Agents System administrators reserve all rights to delete any content which in their sole determination could dangerous or harmful to Best For Agents System in any manner, and / or suspend the Client's account indefinitely with no liability for refund of unused portion of fees regardless of duration or amount. In situations where these types of actions are taken for cause, Best For Agents System reserves all rights to claim for damages to its business functions and reputation. The Client possesses the ability to deactivate any section of the web site which is not considered suitable thus has this remedy to perform should any of those sections be susceptible to violation. The Client agrees to indemnify Best For Agents System in all manners connected with the Client's placement of content on the web site, including the veracity of any and all information in listings whether posted by the Client or their local MLS Board, and to hold Best For Agents System harmless from any damage to its reputation, service, business, equipment, network operations, or any other aspect of its operations from government actions, acts of retaliation and vandalism, claims of unfair competition, libel, slander, or infringement of any copyright, trademark, service mark, patent, or any other intellectual property right, violation of privacy or any other form of tort. Best For Agents System is not under any obligation to warn Clients of any violations of this Agreement at any time and may take any actions specified herein at its sole and unappealable determination.
For Pre-Sale (Pre-Construction) condo project pages: The Company cannot be held liable or responsible for any content on drafts, samples, and completed material, as it is the sole responsibility of the Client to ensure that all information on pre-construction project pages is suitable and correct. The Company cannot be held liable or responsible for any incorrect information that is provided on presale condo projects, including, but not limited to, technical and / or detailed information regarding particular processes, numbers, calculations, industry-specific terminology, project addresses, pictures, worksheets, floor plans, and any individual or character names. By signing this document you confirm that the content on these project pages is not plagiarized or copyrighted material. Under no circumstances will the Company be liable for any damages that may occur from the use of this material, and at no time will be responsible to any party for any losses, damages, or harm whatsoever. Both parties acknowledge and agree that the Company retains ownership of all original artwork. All source files remain property of the Company in perpetuity. The Company retains full right of ownership on HTML, CSS, Graphics Files, Fonts and other related Files and Photos which have been used in this service. The Company has right to manipulate and modify all content, artwork and graphics without obtaining prior permission from the Client. New projects will added by the Company determination based on their sole perspective on the priority of the product and not by the choice of the Client. Content contained within project custom pages may be changed or modified on a day to day basis according to the current project specification. Content as supplied in pre-construction pages may not be accurate, therefore the Client may modify this content with any other of their choosing. The Company does not accept any responsibility for the content on pages. This data is provided for reference purposes only. While care has been taken to ensure accuracy, Best For Agents Inc. will not be liable for the misuse of information, facts, details, or any other elements, or for deficiencies, defects, errors, or omissions in the content of pre-construction projects data. E. and O.E. The Company can delete or change the content of any project under request by the builder or their legal representatives. Presale Projects Pages package is available only in conjunction with the Professional Website service. Setup fee is not refundable after placing order. Users must adhere to all RECO, TREB, and similar related real estate board rules and regulations when posting information on any website provided by Best For Agents System. The Best For Agents System cannot be held liable or responsible for any of the content and / or claims users place on their website, therefore if a permit to market a particular real estate project must be obtained from the builder and / or developer, that process must remain in perpetuity at the onus of the user, not the Best For Agents System. If any floor plans, price lists, or other related material for a specific real estate project is provided directly from the Best For Agents System, that same provision does not equate to permission to be displayed on the part of the user's website which is available to visitors. Such data is provided only for informational purposes and for private display within the parameters of the Agents Administration Control Panel. There is no warrantee of accuracy or timeliness with any such provided information, and the Best For Agents System advises the user to contact the builder and / or developer directly in order to obtain the latest and most accurate information.
Best For Agents Responsibility For Features
Should any feature conflict with the stated rules and regulations of any real estate board in any Canadian or United States of America region, said feature shall be removed from the web site services list of Best For Agents System. Features as listed on the web site at any time may not be completed and in a state suitable for implementation until such time as Best For Agents System developers have completed their tasks and release the finalized versions of same. Any forms, calculators, or other database driven online web site structures are not guaranteed by Best For Agents System to be fully accurate, updated, or suitable for any specific utilization. Features and other electronic content of any kind whether textual or imaged designed and intended by Best For Agents System to be applicable only to one Package may not be utilized in another Package by the Client. Any features and other electronic content provided by Best For Agents System to be utilized as a drip campaign, informative articles, and other similar data may not be utilized in the Client's web site through the creation of a Custom Page.
Virtual Server Hosting Account
The Client's online content website shall be hosted on servers belonging to and / or contracted by Best For Agents System under the format conventionally acknowledged as a Virtual Server Hosting Account. Said account shall contain and incorporate features and characteristics which may be added or deleted from time to time at the sole, irrevocable, and unilateral discretion of Best For Agents System
Best For Agents System maintains and manages online server facilities which at the current time provide an median overall functional online uptime of 99% calculated as a percentage of daily network uptime. Best For Agents System also provides daily backup of all data on said servers for total security. There may exist times when the process of backing up the server and / or obtaining access to the server's operating software for the purposes of updating or maintenance may require the server to be brought off line for a period of time. Any maintenance or updating downtime shall be scheduled to occur in hours where statistically derived average traffic is at its lowest levels. The Client agrees to save harmless and fully indemnify Best For Agents System from any and all direct and third party obligations or liabilities as a result of any downtime to the operating servers which for all intents and purposes shall apply for the lack of accessibility or outright loss of database content, storage data, email access, and / or interruption of data transfer during the aforesaid times.
Best For Agents Content Management System
A specific sector or department of the Client's web site is provided by Best For Agents System as per a formal contractual agreement for the provision of online services between Best For Agents System and the Client whereby the ability to manage and direct the online content as specified shall be controlled by the Client via a Best For Agents Content Management System. The Client is aware and agrees that any and all content contained on Client's web site which is input through any means including through the Best For Agents Content Management System shall be held to be the full legal responsibility of the Client as Best For Agents System does not necessarily have any control or knowledge of specific Client content. The Best For Agents Content Management System is duly accessible by any party whatsoever in any geographical location through the input of the actual username and correct password. The Client is to be held fully and irrevocably responsible for the confidentiality of the username and password of the Best For Agents Content Management System in perpetuity and the Client acknowledges that all due care and diligence shall be exercised in said maintenance. Any public distribution of the password or any other form of breach of use to other third parties which are not noted as being specifically party to this contractual agreement shall in and as of itself be considered a breach of this contractual agreement rendering the right at the irrevocable and sole option of Best For Agents System to terminate this contractual agreement without exhausting any of the further full legal rights contained herein.
While the servers utilized and managed by Best For Agents System provide for daily backup of all data the primary responsibility for the management and maintenance of the data backup and preservation of all content on the Client's web site shall be considered to be the sole responsibility of the Client. Best For Agents System strongly encourages the Client to maintain a current backup of all custom pages, client lists, and other important data from their web site. If the Client plans to move the Client's web site content to another provider or online services and / or if the Client's invoicing is not current and paid up to date, Best For Agents System reserves all rights to terminate the hosting of the Client information on its servers and it will then be the sole responsibility of the Client to ensure that all data is maintained or transferred to the Client's new hosting provider or web site, as Best For Agents System will not be responsible to take any actions to migrate any data belonging to the Client to any other online services provider. Best For Agents System is not responsible or liable in any way whatsoever if the Client's web site is deleted from Best For Agents System servers due to issues related to the Client's overdue account payment status.
Data Storage & Transfer
The Client's hosting account provides for a rate of access for storage and other web site content data as outlined in the proposal for services to the Client. If the Client exceeds the available bandwidth and / or storage allocation for the account, the Client will be billed in excess of the standard agreed up on rate which would apply if no violations of the limitations on bandwidth and / or storage were performed. Best For Agents System reserves all rights in perpetuity to deny access to additional bandwidth and / or storage allocation which in the sole and unappealable determination of Best For Agents System is determined to be unreasonable. Best For Agents System may take corrective and / or punitive actions in these situations which may extend to termination of services, in which case the Client hereby agrees there shall be no liability to Best For Agents System for refund of unused portion of fees regardless of duration or amount.
Web Site Design Templates
Best For Agents System provides website design templates which are customizable by the Client. All website templates, flash templates and other provided online products are and remain the exclusive property of Best For Agents System and the Client will not have any ownership or exclusive license to any of the design concepts of aforesaid templates unless such consent has been specifically agreed upon in writing by Best For Agents System. The Best For Agents System reserves all rights to change, modify, edit, or in any other way vary the appearance and functionality of templates, designs, layouts, and forms at any time without providing prior notice or securing consent by the Client.
Web Statistics & Metrics
The Client shall be provided by Best For Agents System a level of access to the currently provided server-based traffic measurement facilities in order to establish a reasonable measurement and metric of important web site statistics of the Client's web site. Best For Agents System irrevocably reserves all legal rights to modify and amend these services at any time at their sole and unilateral discretion.
Best For Agents System may not be utilized for the transaction of any form of unsolicited commercial email or Spam. The Client may not Spam forums or newsgroups or utilize the collaborative communication functionalities provided by Best For Agents System to Spam individual or corporate email addresses. Best For Agents System has a policy to respect the privacy of all email and other forms of electronic communication which are sent and received through the facilities of the Client's web site. This privacy is limited only by our necessity for disclosure under law. It is acknowledged that the Internet is a fully public domain and while Best For Agents shall strive to provide access which is fully secure, Best For Agents System shall not be considered or held liable for any propagation of any type of electronic communication including email or any form of content whatsoever to any non-related third parties which access any information, messages or other data disseminated though Best For Agents servers either on behalf of Best For Agents System or the Client without our control or prior approval. Clients who engage in Spam deliveries and are reported to Best For Agents System for same will be subject to the termination of any email accounts which have been connected to the Client's web site domain. The Best For Agents System Authorized Usage Policy for email accounts contains the full extent of the Best For Agents System policies in the case of these forms of communication.
Software Licence Limitations
Best For Agents System develops, provides, and markets proprietary software and online functionality for its Clients. The Client agrees to hold no rights to any of the aforesaid proprietary software and related documentation, or any enhancements or modifications thereto. The Client or any third parties authorized by the Client shall not in any way either directly or indirectly:
The Client acknowledges that there is no right, title or interest either expressed or implied provided by Best For Agents System to the Client to the proprietary code of the Best For Agents System software; any templates or other online product Best For Agents System develops at any time; and patents, trademarks, copyrights, trade secrets and / or any other proprietary intellectual property rights of Best For Agents System and / or third party supplier to Best For Agents System. Any Best For Agents System provided specialized writing, graphics and various imaging services, and search engine optimization and consultation services shall also be considered to remain the property of Best For Agents System in perpetuity and any licence extended for its use shall be limited exclusively for utilization on the Client's web site on the Best For Agents System and not be subject to transportability of any manner.
Reference To Client By Best For Agents System
Best For Agents System reserves all rights to reference and distribute said references of the Client as a client of Best For Agents System in any manner seen fit. In addition any form of electronic or postal correspondence from the Client to Best For Agents System may be utilized as an integral part within any marketing based initiative by Best For Agents System including but not limited to testimonial references, and online or printed marketing based programs.
Client Online Account Security
Best For Agents System through the course of its business functions allocates account access information to its Clients. This account access information should be maintained in a secure location and all possible precautions be taken to prevent unauthorized third parties from obtaining this information in order to obtain access to the Client's account which is not duly authorized by the Client. Best For Agents System specifically disclaims any form of liability for any content or activity in any Client's account, whether authorized by the Client or not. The Client agrees to remain fully responsible for any and all activities which may occur through the account and for managing and maintaining the strict confidentiality of the Client customer number, login information, and password. The Client also agrees to notify Best For Agents System immediately should the Client become aware in any way of unauthorized use of the account or any other breach of online security, and further agrees to change their passwords on a frequent basis to minimize security risks. Best For Agents System shall not be held responsible or liable in any way for actions of hackers, phishers, denial of service attackers, domain highjackers, or any other vandalistic or criminal incursions by third parties. Best For Agents System shall not be considered liable for any loss which the Client may incur as a subsequence of an unauthorized third party utilizing the account access information which has been bestowed by Best For Agents System to the Client, either with or without the Client's previous knowledge. The Client agrees to be held liable for any and all losses incurred by Best For Agents System or any other related associated individual or business concern due an unauthorized third party utilizing the account access information.
Best For Agents System agrees to provide appropriate technical support which is strictly limited to its specific and particular area of expertise and business. For any issues which relate to services outside this range, such as special request development, programming, server reconfiguration, and / or software related problems, the Client hereby agrees to pay an additional consultation rate which shall be billed in minimum intervals of 30 minutes.
The Client and their immediate family and assigns are forbidden from the launching and operation of a system which is reasonably similar to Best For Agents System in perpetuity.
Trial Account Policies
Best For Agents System will evaluate each application for a free trial account to ensure that the individual potential Client is a bonafide agent whose interest is to utilize the services in a non-competitive manner and that all personal information is accurate. Once these verifications have been conducted, Best For Agents System at its sole option shall determine whether or not to extend a free trial account to the individual potential Client for a period of 30 calendar days. Free trial accounts are extended as a courtesy to potential Clients, and are subject to any and all restrictions of this contractual agreement which are not based strictly on payment factors. Best For Agents System reserves all rights in perpetuity to terminate a free trial account at any time without any form of recourse by the potential Client.
Payment and Billing Policies
The following information is intended to be applied as a supplement to the Best For Agents System Billing Policy by providing a context for its terms and conditions, without conflicting with any element or statement or policy therewith.
Package fees are payable in advance on a monthly or annual basis. GST or HST will be charged where applicable. Best For Agents System GST Registration Number is 835381963. If Best For Agents System is unable to process the fees due and payable due to declined credit card or other form of payment which is not honoured by the Client's financial institution, it will remain the strict and sole responsibility of the client to inform Best For Agents System that the account financial information must be updated and to provide suitable and valid information PRIOR to the next cycle of billing. A $60 fee shall apply for any dishonoured or NSF cheque received by Best For Agents System from the Client. Any payments billed to credit cards which are reversed for whatever reason including Client dispute will be subject to a reversal fee of $350 over and above the amount reversed. Interest shall be charged at the rate of 3% per month on any overdue balances. Best For Agents System cannot guarantee that the Client's account shall remain in an activated state should fees not be paid on the dates specified. If Best For Agents System takes action to suspend the activities and access by the public to the Client's web site, this mode of suspension shall take effect for a period of thirty days. If after the thirty day period of suspension has elapsed the Client has still not provided all payments to bring the account financial status up to date, Best For Agents System will terminate the website and all of its content, including electronic and other electronic messages and communications records, in a permanent and irrevocable manner. Any websites which are terminated in this manner will be subject to a termination fee of $250.00. Should the Client pay any outstanding balances after this action is taken, the Client's original content and website will not be available to be re-launched and the account shall be considered as a new and totally separate one. Best For Agents System will not be held responsible for any past due accounts of the Client that have had their online content removed off our servers. In the event of the Client's default of any of the terms of this contractual agreement for online services Best For Agents System reserves the right while acting without prejudice to withhold at its sole discretion any DNS domain transfer(s) until such time as all outstanding balances are paid in full with the complete inclusion of any and all penalties and interest. Any funds owing may be allocated to a separate collection agency by Best For Agents System and will be subject to a collection fee of $500.00 which the Client hereby agrees to pay in full. Best For Agents System will not transfer any proprietary data, software, or code developed by our programmers under any circumstance. Best For Agents System may increase or adjust any of the website service fees including but not limited to setup fee, monthly fee, domain fee and etc. due to maintaining the quality services at any time. Any pricing changes will be announced with a 30 days in advance written notice. Promotions are guaranteed for a one year contract and for specified products.
Cancellation Of The Agreement
THE CONTRACTUAL AGREEMENT BETWEEN THE CLIENT AND BEST FOR AGENTS SYSTEM IS MUTUALLY ACKNOWLEDGED TO BE A 12 MONTH CONTRACT. The Client may cancel this contractual agreement under the following conditions:
1) The Client may cancel at any time by paying a termination fee equivalent to three months' payment. Cancellation notice should not be less than 30 calendar days prior to the recurring monthly payment. If the Client has a prepaid balance over and above said termination fee, Best For Agents System will process a refund for that amount.
2) The Client may notify Best For Agents in writing no less than 30 calendar days prior to the regularly scheduled renewal date of their 12 month contract that they do not wish to renew. Should such notification not be received under these conditions, the contractual agreement will be automatically renewed for another 12 months.
Under either of these cancellation scenarios, the Setup Fee is not refundable. Any termination notifications must be submitted in writing as a cancellation request to the Best For Agents System provided service email. Failure to adhere to these requirements will result in Best For Agents System continuing to invoice according to the existing payment schedule. For security reasons and to ensure your authorization, Best For Agents System may contact the Client at any time by telephone in order to verify the cancellation request.
Confirmation Of Real Estate Agent Status
Through the utilization of the Best For Agents System and the acceptance of these Terms And Conditions, the Client hereby warrants that at the current time they are a bona fide real estate agent in good standing with any local, regional, provincial, territorial, state, or federal governing bodies in their respective jurisdiction.
Independent Contractor Status
Best For Agents System is a fully independent contractor providing services to the public and thus there is no contractual agreement either implied or expressed to establish any formal or casual relationship of employment, partnership, joint venture, franchise or any form of representative agency between Best For Agents System and the Client. The Client agrees to have no authority whatsoever to bind Best For Agents System to any third party agreement(s).
Warranty Disclaimer, Limited Liability & Indemnity
All of the various online services provided by Best For Agents System are supplied on an "as is" basis and Best For Agents System does not now nor will it ever make any representations or warranties which are either implied or expressed, including but not limited to warranties of non-infringement, merchantability, and title; any warranties which arise from the course of dealing with various online trade and / or usage practices; nor warranties that the online services provided will be free from errors, uninterrupted, or secure beyond reasonable means of assuring that security. The services which are provided by Best For Agents System are of a nature where degradations or interruptions may occur which are beyond the control and / or are not due to the negligence of Best For Agents System. In such cases damages which result from such degradations or interruptions cannot be accurately ascertained, thus the Client agrees that there shall be no liability of any type arising from situations which are beyond the exclusive and direct control of Best For Agents System. In no situation whatsoever shall any responsibility or liability on the part of Best For Agents System for consequential or special damages, injury, or loss. Furthermore, in no situation whatsoever shall any responsibility or liability on the part of Best For Agents System exceed the sum amount of the equivalent charges payable by the Client for services rendered during the period of time in question.
Best For Agents System reserves the right to update these policies at any time with only the latest and most current being applicable. Latest revision of these policies: September 17, 2010.
If you have read and agree to the terms and conditions set out in this Agreement, please click on the "I Agree to these Terms and Conditions" option. If you do not agree to the terms and conditions set out in this Agreement, please do not continue.