PART A – INFORMATION ABOUT USThe Services are operated by Fivewalls Inc. opa Fivewalls Realty (the “Company”), a corporation incorporated under the laws of Canada. Contact details for the Company can be found at fivewalls.com/contact
In using the Services you represent and warrant that: (i) you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside; and (ii) your use of the Services will not violate any applicable law or regulation in the province, state, territory or country in which you reside.
PART C – TERMS APPLICABLE TO CONSUMERS
1. Registering as a Consumer
- To benefit from all the features of the Services available to Consumers, you must register through the Services as a Consumer by following the online prompts. You will be asked to provide certain information including your name and contact details. Additionally, you may login using third party account information, which may be requested from you at the time of login; whereby a third party includes, without limiting generality of the foregoing, Facebook, Twitter, LinkedIn or any such third party platform that may be integrated into the Services from time to time. If you do so, you authorize us to access and use certain account information in accordance with the respective third party platform policy where applicable. You must ensure that the information provided upon registration is correct, complete and not misleading, including information from a third party account. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with the Company.
2. Provision of Services to Consumers
- Following registration, certain services will be made available to you free-of-charge. The Services include the ability to anonymously or identifiably view and access information about Agent (each, a “Profile”), ability to search and access specific Listings by answering a set of predetermined questions (each, a “Matching Quiz”), the ability to communicate with an Agent through a two-way messaging system (each, a “Message”) and the ability to post feedback in relation to any Agent you have used as a result of your use of the Services (“Feedback”).
By transmitting a Message you represent and warrant that you have a genuine interest in procuring information about an Agent or otherwise retaining such Agent.
You must only post Feedback for an Agent that you have used as a result of your use of the Services, or have otherwise transacted with. In using the Services you agree that the content of any Message or Feedback that you post is in compliance with the provisions of the “_Acceptable Use Policy_” as set out in Part E below.
Full details of the Services available to Consumers will be published on the Website from time to time.
3. Our Responsibilities to you
cannot guarantee the accuracy, integrity or quality of any information provided by third parties and viewed through the Services. This includes, without limitation, any information contained within a Profile or any Messages that you may receive from Agents.
If you use the Services, you acknowledge and agree that the Company does not endorse or recommend any of the Agents utilizing the Services or their respective Profiles thereof. You acknowledge and agree that the Company does not check or verify any information posted on or transmitted through the Services by Agents. You acknowledge and agree that you shall be solely responsible for checking and verifying any information accessed on or received through the Services before acting on or placing any reliance on said information. If you so choose to contact any Agent as a result of information accessed via the Services you agree that you do so entirely at your own risk.
If you use the Services you also acknowledge and agree that information contained in any Profile are intended to be indicative only and will not form the basis of a binding contract between you and any Agent. If you choose to retain an Agent to carry out any work for you as a result of your use of the Services, (each, a “Work”), the Company strongly recommends that you conclude your own written agreement with them clearly detailing specifics regarding the Work, including price or commission to be paid. The Company shall not be a party to any agreement or contract which you conclude with an Agent as a result of your use of the Services.
You hereby agree that the Company will not under any circumstances have any responsibility to you or liability to you for the performance or quality of any work that is carried out by an Agent.
PART D – TERMS APPLICABLE TO AGENTS
1. Registering as an Agent
- In order to benefit from all available features of the Services, you must register through the Agent Application by following the online prompts or contacting email@example.com to determine your eligibility for the Fivewalls program. You will be asked to create a Profile by providing certain information about yourself or your business, which may include, your name, business name, photo, years of experience, transaction count, summary of languages spoken, locations served, areas of expertise, video, contact details and summary of your services. Before your profile can be made publicly available for users to browse, you will required to obtain 10 verified client reviews. Additionally, you may login using third party account information, which may be requested from you at the time of login; whereby a third party may include, without limiting generality of the foregoing, Facebook, Twitter, LinkedIn or any such third party platform that may be integrated into the Services from time to time. If you do so, you authorize us to access and use certain account information in accordance with the respective third party platform policy where applicable. You must ensure that the information provided upon registration is correct, complete and not misleading, including information from a third party account. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with the Company. Fivewalls reserves the right to audit your profile and require you to provide verification of information from your Broker of Record.
2. Provision of the Services to Agents
- Following registration, the Company will make certain Services available to you. The Services include the ability to have a searchable and viewable public Profile (each, a “Profile”), the ability to communicate with a Consumer through a your email provided to Fivewalls and other messaging systems as deemed appropriate by Fivewalls (each, a “Message”), and the ability to view Feedback and post a response to any Feedback received as a result of your use of the Services (each, a “Response”). From time to time, Fivewalls may develop or partner with new technologies as a part of our Services that connects you with Consumers.
You must ensure that any information you post to or transmit via the Services including, without limitation, any content contained in the Profile and Messages, complies with the provisions of our “_Acceptable Use Policy_” as set out in Part E below.
Full details of the services available to Agents will be published on the Website from time to time.
3. Membership and Payment Terms
- In order to have your Profile published in the Services and in order to transmit Messages and post a Response, Agents must become a member by purchasing a membership and paying the applicable subscription fees (the “Subscription Fees“). Information about our Subscription Fees will be posted on the Website from time to time.
By creating a viewable and searchable Profile or by transmitting Messages to a Consumer, you are entering into a legally binding contract to pay the notified Referral fee (the “Referral Fee”) in the event that you or your business are retained by the Consumer to perform Work. Full details of the applicable Referral Fee will be shown to you prior to [purchasing a membership]. You agree to pay the applicable Referral Fee if you or your business are retained to perform Work regardless of any subsequent interaction with the Consumer.
Unless otherwise stated, all currency amounts are quoted in the currency of country in which the Work was performed. You are responsible for paying all fees and applicable taxes with a valid payment method by the applicable payment due date. If your payment method fails or your account is past due, the Company may collect the fees owed using other collection mechanisms including, but not limited to, charging other payment methods on file, utilizing collection agencies and retaining legal counsel. You agree to reimburse the Company for any reasonable costs and expenses incurred in the course of collecting accounts past due. Any amount not paid when due shall be subject to late fees at a rate of 2% per month (or the maximum amount allowable by applicable law, whichever is less). Additionally, overdue accounts may be subject to suspension or restrictions from some or all aspects of the Services until payment is made in full.
In order to pay for your membership and/or to authorise us to deduct any Subscription and/or Referral Fees, you are required to register a valid form of payment. You hereby accept responsibility for checking the details of your registration and payment methods carefully and for identifying any errors before submitting your registration. The Company is not obligated to provide you with the Services in the event that your payment information is incorrect.
By becoming a member you agree that your membership will renew automatically every subscription period and that the Subscription Fee will be automatically charged to your preferred payment method. You are responsible to notify us in writing at least thirty (30) days before the renewal date if you do not wish to wish to renew your membership. You can cancel your subscription at any point by contacting us at firstname.lastname@example.org
4. Our Responsibilities to you
By using the Service, you hereby acknowledge and agree to terms and conditions set forth in the Network Agreement found in Schedule A.Further, if you use the Services as an Agent you acknowledge and agree that the Services the Company provides are subject to the following limitations and disclaimers:
You acknowledge and agree that the Company will invite or enable Agents to create Profile on criteria which the Company (in its absolute discretion) may determine from time to time. In addition you acknowledge that the number of Messages which may be transmitted to or from a Consumer in relation to your Profile or Feedback may be limited in number. Accordingly, the Company unless otherwise noted does not provide any guarantee that registering as an Agent will result in Messages or Work even if you have purchased a membership. Nor can the Company guarantee that your use of the Services will result in you receiving any work.
You acknowledge and agree that the Company does not check or verify authenticity of a Consumer’s identity, details any Messages that are transmitted or Feedback that is posted. The Company cannot guarantee the accuracy, integrity or quality of Consumer information, Messages, or Feedback or other Material (as defined below) which is posted by third parties.
By registering as an Agent you also understand and agree that Consumers who have used your services will be able to provide Feedback and that the Company may give you a rating based on the Feedback submitted.
The Company does not actively monitor, check or verify the Feedback posted. Accordingly, you acknowledge and agree that the Company will not under any circumstances be held responsible or liable to you for any Feedback which is posted by any Consumer. Additionally, you acknowledge and agree that the Company is not obliged to become involved or intervene in complaints or disputes concerning Feedback or otherwise, although the Company reserves the right to do so.
5. Your Responsibilities
You agree to and accept full and sole responsibility for checking and verifying information about a Consumer that you communicate or otherwise come in contact with through the Services, including any information provided to you by Consumer through a Message, before you agree to undertake any Work for a Consumer. You agree and acknowledge that the Company accepts no responsibility for any terms agreed upon by you and any Consumers that you communicate with or otherwise come in contact with through the Services.
You hereby accept responsibility for complying with all applicable laws and regulations in your dealings with Consumers and for the performance and quality of any work which you agree to undertake.
By registering as an Agent and by using the Services, you are agreeing to indemnify the Company and hold us harmless from any costs, losses or claims which may result from any information you submit or transmit via the Services or from any work which you agree to perform for any Consumer.
6. Definitions – Qualified Lead
- A buyer or seller who engages with Fivewalls via the Fivewalls Application, by phone or some other method of communication with Fivewalls with the intention of buying or selling a property.
- The above buyer or seller is connected to the Agent by Fivewalls via the Application, by phone or some other method of communication used by Fivewalls.
For clarification purposes:
- A Qualified Lead provides no certainty that the buyer or seller will search or buy a property nor, list, or sell their property. The buyer or seller may change their mind at any time.
A Qualified Lead is not exclusive to one Agent. A buyer or seller may also contact more than one agent who is part of Fivewalls or completely independent. Frequently the buyer or seller does contact more than agent. Therefore a Qualified Lead does not mean only one Agent received it.
PART E – GENERAL TERMS APPLICABLE TO ALL USERS
1. Passwords and Security
- If you register to use the Services, you will have a username (email address) and password (together, “ID”). You hereby agree to keep your ID confidential and to refrain from disclosing or sharing it with anyone. You acknowledge and agree that you are solely responsible for preventing the unauthorised use of your ID.
2. Contacting Users
- The Company reserves the right to contact Consumers and Agents through their provided contact information for the purpose of requesting feedback for the Services.
3. Acceptable Use Policy
- The Services allow users to create, edit and submit material for inclusion on or transmission through the Services, including, without limitation, creating Profile, transmitting Messages, posting Feedback and posting Response (collectively, “Material”). Although the Company does not seek to monitor or control the submission of Material, the Company does reserve the right to delete, move and edit any Material submitted where, in our sole and absolute discretion, it is considered prudent or necessary to do so.
You hereby agree to comply with all applicable laws and regulations when using the Services. You also acknowledge and agree that you are solely responsible for all Material that you submit for inclusion on or transmission through the Services.
You hereby ensure that all Material you transmit through the Services is lawful and honest. In particular, but without limitation, you agree that you will refrain from posting or transmitting through the Services any Material that:
* is fraudulent, dishonest or misleading;
* is unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or is otherwise objectionable or breaches any laws;
* encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise breaches any applicable laws, regulations or code of practice;
* infringes the copyright or other rights of any third party; or
* is technically harmful (including, without limitation, computer viruses or other malicious software or harmful data).
4. Unauthorized Use
- Although the Company endeavours to ensure that the information available on or through the Services is correct, up to date and accurate, the Company does not in any way warrant the accuracy and completeness of such material. In particular, but without limitation, please note that the Services permit you to access and receive information supplied by third parties. The third parties submitting this information are responsible for ensuring that any Material submitted is accurate and complies with relevant laws and codes. The Company will not be responsible to you for the conduct of any such third party or for any error or inaccuracy in any Material they supply.
Although the Company aims to offer you the best service possible, the Company makes no promise that the Services will meet your requirements. The Services are offered on an as-is and as available basis. The Company cannot guarantee that the Services will be fault- or virus-free or continuously available. Further, the Company cannot guarantee the timeliness of the Services or the costs of fees associated with their use. Your access to the Services may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities or services. The Company may modify or discontinue the Services, or any part thereof, at any time.
- UNDER NO CIRCUMSTANCES WILL THE COMPANY, OUR REPRESENTATIVES, AFFILIATES, SUPPLIERS, OR OTHER THIRD PARTIES WITH WHICH WE DO BUSINESS (OUR “BUSINESS PARTNERS”), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE USE OF THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFIT, EARNINGS, ANTICIPATED EARNINGS, INTERRUPTION OR LOSS OF BUSINESS, OR ANY CONSEQUENTIAL LOSSES, PROBLEMS, OR FAULT HOWSOEVER ARISING OUT OF THE USE OF THE SERVICES.
UNDER NO CIRCUMSTANCES WILL THE COMPANY, OUR REPRESENTATIVES, AFFILIATES, SUPPLIERS OR BUSINESS PARTNERS BE LIABLE TO YOU OR ANY PERSON WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED ON, OR PROVIDED BY THE SERVICES. UNDER NO CIRCUMSTANCES WILL THE COMPANY, OUR REPRESENTATIVES, AFFILIATES, SUPPLIERS OR BUSINESS PARTNERS BE LIABLE FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY USERS OF THE SERVICES, ANY AGENTS, CONSUMERS, ADVERTISERS OR SPONSORS OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING IN THIS SECTION ENTITLED “_LIABILITY_” THE LIMIT ON THE COMPANY’S (INCLUDING OUR REPRESENTATIVES, AFFILIATES, SUPPLIERS OR BUSINESS PARTNERS) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY PERSON FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICES WILL BE LIMITED TO A MAXIMUM OF $10 CANADIAN DOLLARS.
YOU AGREE AND ACKNOWLEDGE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATING TO THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH A CLAIM OR CAUSE OF ACTION ARISES OR BE PERMANENTLY BARRED.
THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAW.
8. Term and Termination of Services
The Company reserves the right to change or modify the functionality, features, appearance, or name of any aspect of the Services, including but not limited to the Website and any applications.
11. Intellectual Property
- The content of the Services, including without limitation any and all information, content, links, reports, data, databases, tools, e-mail, code, photographs, pictures, video, postings, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos, trade names, or other materials contained on or in the Services is the “Content”. The Content includes materials contributed to the Services by or on behalf of the Company and its affiliates, licensors, or Business Partners, and materials contributed to the Services by users (“User-generated Content”).
The Services and all Content, materials, data and other information created by the Company and its affiliates, licensors, or Business Partners, are protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights and laws. The Company owns and retains all rights, title, license and interest therein and thereto. Unless expressly authorized by the Company or otherwise permitted in accordance with applicable law, you hereby agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Services or Content. Any access or use of the Services or Content for commercial purposes other than those expressly permitted by the Company is prohibited.
You hereby accept that the Company is not liable for any User-Generated Content found on the Services or in the Content. Any content submitted to the Services must be in keeping with the “Acceptable Use Policy” as set out in this Part E. By virtue of submitting User-Generated Content to the Company including, without limitation, any Feedback provided, or otherwise making it available for display through the Services, you are hereby granting the Company a royalty-free, unrestricted, non-exclusive license to utilize, modify, reproduce, distribute, publish, and incorporate the User-Generated Content into any part of our Content or Services.
12. Privacy and Automatic Information
13. Anonymized User Data
- In using the Services you hereby grant the Company full rights to anonymize your data and information so that it does not identify you as a user, identify specific transactions carried out by you, or contain any other confidential user information (“Anonymous Data”). You agree that the Company: (i) has full ownership over Anonymous Data; (ii) has full license to create derivative works and extract information from Anonymous Data; (iii) has full license to combine Anonymous Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of the Company’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means.
“Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the user’s name, with other information from any or all other users of the Services including, without limitation, Consumers and Agents. The Company asserts that user information used on an Aggregate Basis will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.
14. International Data Use
15. Applicable Law
In consideration for the Company granting you access to and use of the Services, you agree that the Company and its third-party providers and partners may place advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by the Company (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with the Company (NOTE: scraping the Services without the prior consent of the Company is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
Effective: November 15, 2017