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Terms and conditions

Terms and Conditions - Clients

URBANIMMERSIVE VISUAL CONTENT PROVIDER MARKETPLACE

Also available in French / Également disponible en français

Urbanimmersive copyright 2019. Strictly prohibited from reproduction, copying or distribution.

These terms of use (the “Agreement”) contain the terms and conditions that govern your access and use of the Marketplace (as defined below) as a Client (as defined below). The Marketplace is operated and hosted by Urbanimmersive Inc. 

Definitions

The terms “us”, “our”, “UI”, and “Urbanimmersive” refer to Urbanimmersive Inc., its subsidiaries and successors. The terms “you” and “your” refer to the Client. A “site” refers to a website. The “CMS” and the “Marketplace”, “Marketplace Centris®” refers, either individually or collectively, as applicable, to Urbanimmersive’s Software.

Unless otherwise indicated in the text, or in case of inconsistency within the text, the words and expressions that are capitalized in this Agreement or in any document that is ancillary or subordinate to this Agreement, are to be interpreted as follows: “Client”: any client, existing or potential, of Urbanimmersive that uses the Marketplace, including, collectively and without limitation, real-estate brokers, builders, architects, designers, and real estate agencies;

CMS”: “Content Management System,” “Urbanimmersive's CMS,” “CMS,” “CMS Solution,” and “CMS Software,” which is a software solution owned by Urbanimmersive that includes a web-based interface for the management of Written Content, providing on-demand text writing, translation, and revision services;

Order”: purchase made by a Client in the Marketplace;

“Editorial Content”: any writing, revision, rewriting, or translation services, including the texts produced using the functionalities of the Marketplace or inserted into the Marketplace for the purpose of publication or sale, whether produced and provided by a Provider or by UI; 

Visual Content”: any type of Visual Content including, without limitation, photographs and 3D images, as well as Visual Content used in the creation of videos, Virtual Visits and other multimedia formats;

Intellectual Property Rights”: all the copyrightable rights, titles, interests, goods, and materials, including, without limitation, any rights that are or could be recognized, granted, or conferred under Canadian or foreign laws related to copyright, neighbouring rights, patents, trademarks, industrial designs, confidential information, image rights, rights in or to an invention, and other intellectual property rights of any type or nature, both registered and unregistered, including the rights concerning any request related to the above; 

Provider”: collectively and without limitation, self-employed real estate photographers and real estate photography agencies using the Marketplace to, in particular, provide their Visual Content services;

"Authorized users (collaborators): A user who is authorized to make service orders on your behalf with your Client account.

 “Working Hours”: between 9 a.m. and 5 p.m. on Working Days; 

 “Confidential Information”: any information or any material that, due to its nature or due to the circumstances surrounding its disclosure, must be treated as confidential, whether said information or material is in written, oral, or visual form, or in any other form;

Working Days”: every day of the week except Saturday, Sunday, and legal holidays in the province of Quebec, Canada;

Trademark”: all registered or unregistered brands, trade descriptions, service marks, and logos that are used to represent or describe UI’s products and services, as well as its technology; 

Parties”: individually and collectively, the Client and Urbanimmersive;

Marketplace”: “Marketplace,” “Centris Marketplace” and any other name that identifies the Urbanimmersive marketplace is an online software solution owned by UI, which allows Clients to order Visual Content services online and allows Providers to receive Orders;

Client Profile”: Web interface secured by a username and password that provide access to the features of the Urbanimmersive Marketplace; 

“Virtual Visits”: collectively and without limitation, virtual visits, AVU3D® immersive visits, and any other virtual visit technology authorized in the Marketplace.

Consent

By registering on the Marketplace, you agree to the terms and conditions set out in this Agreement. By clicking on the “I have read, understood, and agreed to Urbanimmersive’s terms of use” button or any similarly named button, you agree to electronically sign this Agreement and acknowledge that you have read, understood, and agreed to comply with the Marketplace’s terms of use, privacy policy, and code of conduct.

Amendments

UI can, without prior notice, modify, update, replace, or revise the Agreement and/or any other content or information published for Clients, and Providers on the Marketplace. Unless otherwise specified, modifications to the Agreement shall take effect upon their display on the Marketplace, by a notice sent to the Client Profile on the Marketplace or by email to the last known address of the Client. By continuing to use the Marketplace after such a notice has been displayed or sent, you accept these modifications and agree that these modifications are binding. If you do not agree with a modification made to the Agreement, you can decide at any time to cease use of the Marketplace in accordance with section 34 of this Agreement, which you must consult each time you use the Marketplace.

Accessibility

UI can, without prior notice, temporarily or permanently interrupt the functionalities and services of the Marketplace in whole or in part. UI also reserves the right to modify the name, brand, logo, and visual identity of its products, services, and functionalities at any time and at its sole discretion. In addition, UI has no obligation whatsoever to store, maintain, or provide you with a copy of information provided during your use of the Marketplace. The Client acknowledges and agrees that UI shall not be held responsible for any changes of this nature.

Client Profile

To use the Marketplace, you must first create a Client Profile, which is governed by this Agreement. You are responsible for updating your Client Profile and for keeping your username and password confidential. You are solely responsible for all of the activities that are carried out using your Client Profile and will be held responsible for any damages sustained by UI or a third party as a result of the use of your Client Profile or your password by anyone other than you, with or without your permission. The Client must immediately notify UI in the event of an unauthorized use of its Client Profile or of any other breach of security. In addition, the Client is at no time allowed to use the Client Profile of another Client.

Eligibility to Use the Marketplace

In addition to the conditions set out in this Agreement, you must at all times comply with the following conditions to be able to benefit from the right to use the Marketplace: 

  • Possess only one Client Profile at a time; 
  • Be a real estate professional (real estate broker, builder, architect, developer, etc.). 

UI reserves the right to terminate this Agreement immediately without prior notice in the event of a failure to comply with these conditions. 

Services Offered 

UI reserves the right to add, amend, or withdraw, in whole or in part, the services offered on the Marketplace, at any time and without notice provided to the Client. 

Quality of Services Offered 

Although UI does preselect Providers participating in the Marketplace, UI cannot guarantee the provision of their services. We recommend conducting due diligence on the Providers before placing an Order. Among other things, UI makes their portfolios, and a system for comments and evaluations by Clients who have previously used their services available to you so that you can do this. 

Evaluations of Providers

After the provision of each service, you will be invited to evaluate the quality of your Provider’s services. 

Urbanimmersive reserves the right to use, share, and display your evaluation, in any manner whatsoever, as part of the activities associated with the Marketplace, without being required to identify you as its author and/or without obtaining your prior consent. You acknowledge and agree that Urbanimmersive and its subsidiaries will display your evaluation on the Marketplace without verifying its veracity. You acknowledge that Urbanimmersive has no control over the evaluations and has no obligation to verify them. However, Urbanimmersive reserves the right to modify or delete comments in cases where they contain obscenities or any other objectionable content, or where they contravene privacy laws or any other law or Urbanimmersive policy. 

If you believe that a comment is offensive or hurtful or that it contains obscenities or any other objectionable content, you can contact Urbanimmersive (info@urbanimmersive.com) to request its modification or withdrawal. 

Purchase on the Marketplace 

The following terms apply to all Visual Content orders placed via the Marketplace: 

  • You must fill out all of the fields of the Order form and ensure that all of the required information is accurate;
  • The address of the property to be photographed is used to perform geolocation of Visual Content Providers offering their services in that region;
  • At the time an Order is placed, the Marketplace’s ordering system estimates the Provider’s travel time by car based on the distance between their previous meeting and their meeting with you. The Provider’s arrival time at the meeting place may vary depending on traffic conditions. It is the Provider’s responsibility to contact you if he/she will be late for a meeting. Urbanimmersive cannot guarantee that Providers will be on time for meetings and cannot be held liable for any damage, loss, or any other inconvenience caused by the Provider’s lateness; 
  • The time required for the performance of each service is specified at the time the Order is placed. You must allow enough time for the Provider to carry out the Service. It is impossible to cancel an Order because the Provider has not provided all of the services or because the quality of the services is insufficient due to a lack of time;
  • Orders must be paid at the time specified in the Terms and Conditions of the Provider;
  • Except for certain authorized Providers, the Marketplace does not allow you to order services after Working Hours for the following Working Day. 

The « My Team » feature enables Client to manage other Customer accounts and to make purchases on their behalf. To take advantage of this option, you must provide on demand proof to UI that you have the consent of the Clients’ accounts you want to manage and that they (other Clients) have authorized you to use their credit cards as a means of payment in their names.

Adding Services

At any time before the delivery of Visual Content, the Client may add new services by placing a new Order on the Marketplace.

Delivery on the Marketplace

The following delivery terms apply to all Orders placed via the Marketplace: 

  • All types of Visual Content are delivered in the form of a file or an URL link on the Marketplace;
  • The delivery by the Visual Content Provider will be made within the time frame specified by the Provider. UI cannot guarantee that Providers will deliver the content on time and cannot be held liable for any damage, loss, or any other inconvenience caused by the Provider’s lateness;
  • The Provider can provide you with a feature allowing you to pre-select images before final delivery. You will receive a notification when the images are ready for preselection. In that case, you will receive a notification to perform the preselection within a reasonable timeframe, as established beforehand with the Provider, in order to allow the Provider to carry out photo retouching, if applicable, prior to final delivery. 

Payment for Services

Payment for Services is made according to what the Provider has specified in its Terms and Conditions, if applicable. 

Billing

In your Client Profile, you can consult a detailed invoice for each of the Services ordered. The Provider is fully responsible for billing its services.

Service Charges

There are no service charges billed to Clients for the use of the Marketplace. All service charges are billed to the Providers and are determined on the basis of a percentage of the amount of the Orders, among other things.

Refunds & Refusal of the Visual Content by the Client 

Orders may be modified and cancelled without costs through your Client Profile at any time before their delivery in your Client Profile. Urbanimmersive cannot guarantee the satisfaction of the desired quality criteria of the Clients with regard to the various products offered by the Providers. In the event of a dissatisfaction of a delivered product, the Client must refer to the terms and conditions of the Provider.

Preparation of the premises and required authorization 

In order for the Visual Content Provider to conduct the photo shoot ordered on the Marketplace, you are responsible for:

  • Obtaining the required permission from the owner(s) for the photography session to be conducted; 
  • Insuring the preparation of the premises, including, if applicable, the home staging and improvement of the property and the cleaning of the property; 
  • Managing the premises, including obtaining the keys to the property and requesting that the residents be absent from the premises during the photo shoot, if possible; 
  • Removing any photographs, images, or paintings that make it possible to identify an individual or which consist of a third party’s intellectual property.

Protection of Banking Information 

The Marketplace is owned and operated by Urbanimmersive Inc. UI is subject to Canadian provincial and federal laws regarding the protection of personal information and it takes all measures required for compliance with the best international practices in the protection of personal information. 

UI does not save your credit card information that it collects via the Marketplace or via the online payment system after it has been sent to the payment services provider for the processing of the transaction. When you place an Order on the Marketplace, you must provide your credit card information, including the expiry date, security code, and any other information required for the payment to be processed. While the payment is being processed, this information is temporarily stored on a secure page, and then it is deleted after being sent to the payment services providers in order to process the transaction or to the bank that issued the credit card in order to confirm the payment for the Order. 

You may choose the method of payment ahead of time for your future transactions on the Marketplace. When you perform a transaction, you will have the option of choosing this method of payment. Since your credit card information is not stored by Urbanimmersive, the Marketplace will send a digital key to the online payment services provider or to the bank that issued the credit card in order to process the transaction and confirm the payment for the Order.

UI takes the utmost care in the handling of your credit card information. Among other things, access to the Marketplace and the online payment system is secured in HTTPS mode and the information transmitted is encrypted using Secure Socket Layer (“SSL”) technology during the transfer. 

Urbanimmersive offerse disclaims any responsibility for the retention of credit card data when it is entered via a unique URL link from a Provider.

Line of credit

The Urbanimmersive line of credit is no longer available. Any balance of the Urbanimmersive line of credit will be due until the final payment, with the terms in effect as of today. For the line of credit offered by the Provider, please consult the terms and conditions concerned.

Your Credit Limit

Your initial or current credit limit appears in the information box for this purpose in the Marketplace. This is the maximum amount we authorize you (and your authorized users, together) to carry to your account to cover your service and content orders and interest. As the amounts in your account increase, the available credit decreases. We calculate the available credit by subtracting the amount due to your credit limit. If you happen to make your payments late - or not to do them at all - we can reduce your credit limit or remove it completely.

Interest Calculation

You have a minimum interest-free period of 21 days for new purchases. Your new purchases for each month are those listed under the transaction description for the current month's statement (your current statement). You can avoid paying interest on these new purchases by fully paying the new balance on or before the due date for payment of the current statement. Your new balance represents all your purchases and interest until the date that your current statement was prepared. If you do not fully pay your new balance on or before the due date of your current statement, you must pay interest on the balance on the statement until the date we process your full payment for these purchases . Your next monthly statement will include interest accrued on the balance until the date we prepare this next monthly statement. We will continue to charge interest on the unpaid portion of the balance until your next full payment of the new balance on or before the due date of payment. We do not charge interest on interest. The amount of interest we charge you is calculated by multiplying the balance by the applicable daily interest rate (which we get by taking the annual interest rates and dividing by the number of days in the year). We then multiply this figure by the total number of days in the statement period to determine the interest we charge you.

PAD - pre-authorized debit

You can ask us to process your minimum payments on the Payment Due Date each month as a pre-authorized debit (“PAD”) from a credit card.   You may choose to pay the Minimum Payment or your New Balance. If you ask us to automatically process payments as a PAD, you will be bound by the terms and conditions set out in Rule H1 of the Rules of the Canadian Payments Association, as amended from time to time, as well as this Agreement. You also waive any prenotification requirements that exist where variable payment amounts are being authorized. You may notify us at anytime that you wish to revoke your authorization for a PAD. A PAD may, under certain circumstances, be disputed for up to ninety (90) days. To obtain more information on our rights against you under a PAD, you may review the Rules at www.cdnpay.ca

Minimum Payments

Each month, you must make at least the minimum payment. Your monthly statement will indicate the minimum payment amount. This will normally be the highest amount between the interest on your monthly statement, 10% of your balance or $ 10. Minimum payments in arrears from previous months, if any, will also be included in the minimum monthly payment amount. You must make the minimum payment on or before the due date indicated on your monthly statement. If you do not make the minimum payment on the Required Date, we will increase your interest rates of 5% on your standard interest rates and you will not be able to make a purchase on the Marketplace until the minimum payment is made using your Marketplace credit line.   From time to time, you may be exempt from the minimum payment requirement. If applicable, interest will continue to be charged at the rates shown on your monthly statement. This waiver will not affect our right to require you to make your minimum payment on another date.

Fee for Payment Declined

If a payment is not processed because a bank has returned a check or refused a pre-authorized debit, a $ 45 fee will be charged to your account on the date that the record of the refused payment is posted to your account. These fees are in addition to the insufficient charges received by this financial institution.

Your Monthly Statement

Every month, we will send you a monthly statement by email. We will prepare your monthly statement about the same date each month. If the date on which we normally prepare your monthly statement coincides with a date when we do not process the statements (for example, a holiday or weekend), we will prepare your monthly statement on the next open Day of treatment. The due date of your payment will be modified accordingly. It is your responsibility to review your monthly statement and verify all transactions. If you think you have detected an error on your monthly statement, you should contact us. If you do not report an error within 15 days of the last day of the relevant statement period, we will assume that your monthly statement and records are accurate, and you will not be able to claim reimbursement of erroneously account.

Allocation of Payments

When you make a payment, we will allocate the amount first to the interest and second to the purchase balances. If you pay more than your minimum payment, we will apply the amount that exceeds the minimum payment to the balance of your new balance. If you have paid more than your new balance, we will post any payment that exceeds the new balance to the amounts not yet on your monthly statement, using the method outlined above. Amounts credited as a result of repayments or adjustments are generally allocated first to interest and then second to balances.

Responsible collection

Our company uses responsible outstanding account collection practices. If you are unable to make your minimum monthly payments, our collection agents can terminate your minimum remittance plan and will use different methods to recover the money that is due.  Outstanding payments will accrue interest. The Client (borrower) is responsible for all legal fees required to obtain the balance owing. Uncollected claims are prosecuted with all the rigour of the law. 

Withdrawal of Visual Content and/or articles about properties for sale

The Visual Content offered by Providers in the Marketplace, in particular the Visual Content associated with Virtual Visits and video links (YouTube), is delivered to the Client in the form of a file or in the form of an URL link providing, in certain cases, access to the content, or in another form. In compliance with certain applicable regulations and the real estate industry’s generally accepted practices, the Client must inform the web services provider that he or she wishes to withdraw the files, links, or web pages after the sale of the property or the termination or expiration of the brokerage contract associated with the property. The Client acknowledges that he or she is solely liable in the event that the files, URL links or web pages are not withdrawn and for any violation of the applicable regulations in this regard. The provisions of this Agreement will take effect in the event of a claim against UI. 

Inappropriate Content

The Client is only permitted to use the Marketplace for legitimate purposes. The Client may not introduce to the content, in any way whatsoever, any material that violates or infringes, in any way whatsoever, the copyright, intellectual property rights, or other rights of any third party, that is illegal, threatening, inappropriate, offensive, abusive, or defamatory, that breaches privacy rights or public decency, that is vulgar, obscene, blasphemous or otherwise objectionable, that encourages conduct that would constitute a criminal offence, that leads to a civil law suit, or that violates any law. If such content is introduced to the Marketplace, UI, at its sole discretion, may remove the content or close the page, without prior notice.

UI Intellectual Property

UI retains all its rights, titles, and interests, including all of its Intellectual Property Rights, in and to the services and any ensuing product or work, including, in particular, the AVU3DTM photographs that are the subject of this Agreement, as well as its products and its software. This Agreement does not grant any Intellectual Property Rights of any nature whatsoever to the Client with respect to the products. The products may not be copied, reproduced, published, downloaded, displayed, transmitted, distributed, or used to create derivative works, without the prior written consent of UI. 

Transfer of Visual Content Intellectual Property Rights 

Upon receipt by the Client of the final payment, in accordance with article 10 above, the Provider assigns to the Client all of his or her Intellectual Property Rights in or to the Visual Content. This transfer grants a sub-licensable, exclusive, worldwide, unlimited, and assignable, in whole or in part, licence. This transfer is free of any additional licensing fees and allows the Client and his or her assigns and successors to use, assign, or modify any document, file, or Visual Content. This licence also allows the Client to copy, transfer, create derivative works from, improve, broadcast, publish, withdraw, withhold, add, analyze, use, market, distribute, transmit, publicly display and/or perform, reproduce, edit, translate, and reformat the Visual Content without any authorization, notice, or compensation and without the requirement to identify the Provider.

Trademark Protection 

UI hereby authorizes the Client to use UI’s Trademarks solely in the form prescribed by UI. The Client undertakes not to delete the UI Trademarks from any product delivered under this Agreement and not to alter or modify, for any reason, the UI Trademarks that appear on it. The Client may not, under this Agreement or otherwise, acquire any right, title, or interest associated in or to the Trademarks. 

Use on the Web 

The Client understands that the Visual Content purchased on the Marketplace may be redistributed via the Internet or any other media, indexed by search engines, and consulted by the public, including, but not limited to, videos and virtual visits, generally delivered in the form of HTTP links. UI does not perform any commercial or technological monitoring relating to the publication of the Visual Content on the web. The Client acknowledges that certain online real estate content aggregators or other information aggregators may display information on the properties that have been the subject of a photography session purchased on the Marketplace and that there may be differences between the information provided by the Client at the time of Ordering and the information provided by these other sources. The Client acknowledges that he or she is solely responsible for the publication of the Visual Content on the web and for any inconsistent information.

Limitation of liability

WE ARE NOT LIABLE FOR DIRECT OR INDIRECT DAMAGES (INCLUDING THE LOSS OF INCOME OR PROFIT, LOSS OF EARNINGS, inability to sell the property that was the subject of a service or A LOSS OF CLIENTELE, ENJOYMENT, OR DATA) ARISING FROM THIS AGREEMENT OR ANY AMENDMENT MADE TO IT OVER TIME, the use or inability to use the Visual Content, the MARKETPLACE, the UI Products and software, the OPERATING DOCUMENTATION, THE URBANIMMERSIVE CMS OR SERVICE OFFERINGS, by the Client or a third party, WHETHER OR NOT YOU HAVE INFORMED US OF THE POSSIBILITY OF THESE DAMAGES ARISING.

NO PROVISION OF THIS AGREEMENT EXCLUDES: (I) LIABILITY IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY THE FAULT OF ONE OF THE PARTIES, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES, (II) CONTRACTUAL LIABILITY OF ONE PARTY IN THE EVENT OF GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR DECEIT, AND (III) ALL LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

Warranty Disclaimer 

UI MAKES NO REPRESENTATIONS NOR PROVIDES ANY GUARANTEE WITH REGARD TO THE (i) PROPER FUNCTIONING AND ABSENCE OF ISSUES WHEN USING UI PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, VISUAL CONTENT, AVU3DTM VISITS, AVU3DTM TOOLS, 2-D SLIDES, LANDINGPAGES, LAYOUT CONFIGURATOR, THE MARKETPLACE AND CMS (ii) SERVICES AND GOODS THAT MUST BE DELIVERED UNDER THIS AGREEMENT (iii) RELEVANCE OF THE INFORMATION AND THE ACCURACY OF THE CONTENT ON THE SITE, OR (iv) INTELLECTUAL PROPERTY RIGHTS ACQUIRED BY CLIENTS, THIS TRANSFER HAVING TAKEN PLACE DIRECTLY BETWEEN THE CLIENT AND THE PROVIDER. UNLESS EXPRESSLY STATED, GOODS AND SERVICES UNDER THIS AGREEMENT ARE PROVIDED “AS IS, WITH NO REPRESENTATION OR GUARANTEE,” EXPLICIT OR IMPLICIT, INCLUDING, WITHOUT LIMITATION, IMPLICIT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM BUSINESS PRACTICES OR CUSTOMS. UI ASSUMES NO RESPONSIBILITY FOR THE PERFORMANCE OF ITS CLOUD INFRASTRUCTURE, NOR FOR THE FUNCTIONING OF ITS SITE AND ITS COMPUTER PRODUCTS.

This disclaimer applies NOTWITHSTANDING THE FACT THAT (i) the application is based on contract, tort, statutes, or any other doctrine of law (ii) UI was or should have been aware of the possibility of thESE DAMAGES ARISING, and (iii) the limited relief under this Agreement does not respect its fundamental purpose.

Indemnification

The Client undertakes to defend, indemnify, and hold UI harmless with regard to any damages, claims, legal proceedings, obligations, and expenses resulting from any act or omission by the Client. Without limiting the foregoing, the Client undertakes to indemnify UI for any damages that result from: the Client’s non-compliance with the provisions of this Agreement, including, without limitation, the uploading of Visual Content;

  • any content put online in the Marketplace; 
  • its use of the Marketplace; 
  • non-compliance with the requirements incumbent on the Client under the Real Estate Brokerage Act and its regulations, particularly regarding advertising that is false, deceptive, or incomplete, or that neglects to mention an important fact.  

Full Story

Urbanimmersive uses FullStory, a platform that captures, among other things, the mouse movements made the users of the Platform when they are logged in, for analytical purposes as well as to help the customer support team to understand the needs of the Clients. By using the Marketplace, you understand that some data will be captured and recorded by Fullstory. To learn more about this platform, visit https://www.fullstory.com.

Confidentiality 

The Parties undertake not to reveal, disclose, show, expose, reproduce, or make available or accessible to anyone, in any way, any Confidential Information, in whole or in part, without the prior written consent of the other party. The Parties also undertake to share these duties of confidentiality with their respective employees and representatives. These commitments are effective for the duration of this Agreement and for a period of three (3) years following the delivery of goods and services to the Client.

Privacy 

Personal information is defined as any information concerning an individual that allows that individual to be identified. UI believes that the protection of personal information is an essential part of its success, and, as a result, the Client undertakes to take the necessary measures in order to ensure, at all times, the adequate protection of its clients’ personal information. The Client confirms that he or she respects and will continue to respect all of the requirements provided for in privacy laws, including, the Personal Information Protection and Electronic Documents Act (Canada), and any other similar law that ensures the protection of personal information, which the Client could be subject to in connection with this Agreement and the use of the Marketplace. Without limiting the generality of the foregoing, the Client will not provide UI with third-party personal information, without the prior consent of the relevant person. To his or her knowledge, the Client has not voluntarily agreed, and is not obligated, contractually or otherwise, to comply with the guidelines of an association with regard to the protection of personal information. 

Non-solicitation 

The Client undertakes, for the duration of this Agreement and for a twelve-month period following the termination of the Agreement, not to solicit, recruit, or hire as an employee or independent provider any Urbanimmersive employee presently working or who would be working regularly for Urbanimmersive in the three months preceding the termination of the Agreement, for any position in the organization, without prior consent from UI.

Termination 

Failure to comply with the Agreement and with notices published via the Marketplace will result in the automatic termination of all the rights granted to the Client in this Agreement, which may include restricting the use of the Marketplace and all UI products temporarily or permanently, without prior notice. In the event that the Client has failed to comply with the Agreement, UI reserves the right to remove all content from the Marketplace, without prior notice. The Parties agree that the expiration or termination of the Agreement, for any reason, will have no impact on the Client’s obligations with regard to UI’s Intellectual Property Rights, non-solicitation, or any other obligation that, by its very nature, survives the expiration or termination of this Agreement. 

Code of Conduct 

Clients must comply with the [Code of conduct] when using the Marketplace. UI reserves the right to refuse, suspend, or withdraw, at its sole discretion, access to and all rights to use the Marketplace from any Client who does not comply with the Agreement, UI’s [Code of conduct], [Policy], and [other policies] [NTD: Each of these documents must be accessible via a hyperlink]. Under the Code of Conduct, the Client undertakes, in particular, not to: share messages through the Comments/Feedback function associated with the Orders that are out of context, unrelated to the field of real estate, of a commercial or promotional nature, hateful, or offensive; 

  • exaggerate his or her satisfaction or dissatisfaction with a Service Provider with the aim of manipulating the opinion of the Marketplace Client community; 
  • use the products in surveys, contests, pyramid schemes, chain letters, undesired (spam) emails, or any other duplicated or unsolicited messages (commercial or otherwise) without the prior consent of UI; 
  • use material or information, including images or photographs, in any way that infringes on any copyright, Trademark, patent, trade secret, or other Intellectual Property Right that he or she does not own; 
  • advertise or offer to sell or purchase goods or services for commercial purposes or conduct any type of commercial solicitation, without UI’s prior approval; 
  • Collect, use, transfer, download, or otherwise copy, or provide (either for free or not) to another person or entity any list of Marketplace users or any user information, including the fact that they use the Marketplace; 
  • Present himself or herself as being, or imply or declare, directly or indirectly, that he or she is, associated or affiliated with UI, unless a written agreement to this effect has been concluded with UI; 
  • lease, commercialize, sell/resell, or charge another person to access, the information or a part thereof in the Marketplace or the products, or to obtain a Client Profile; and
  • collect, use, copy, or transfer any information, including but not limited to personally identifiable information on Marketplace users or their email addresses.

Monitoring

Although UI is under no obligation to monitor the use of the Marketplace, it is essential for it to be able to offer a safe and pleasant experience to all Clients, Providers, and other users. Therefore, without making any commitment to do so, UI reserves the right to carry out monitoring activities on the Marketplace, without notifying other users, and to disclose any information it deems necessary to meet, in particular, the requirements of any regulation related to real estate or commercial brokerage.

Contract for services

This Agreement constitutes a contract for services under section 2098 of the Civil Code of Quebec. 

Notices 

All notices must be in writing and can be sent by email to info@urbanimmersive.com. A notice will be deemed to have been given 24 hours after the email was sent.

Entire Agreement

This Agreement forms the entire agreement between the Parties hereto and replaces any previous written or oral agreement, negotiation, understanding, statements, proposals, discussion, and communication. 

Applicable Laws 

This Agreement must be interpreted and applied in accordance with the applicable laws of the Province of Quebec and the laws of Canada. Each Party defers to the exclusive jurisdiction of the courts of the Province of Quebec in the judicial district of Montreal with respect to any issues arising from or related to this Agreement. Any contrary provisions in this Agreement notwithstanding, we may seek relief by means of a summary procedure or any other form of relief before any State, federal or provincial court of competent jurisdiction in the event of a real or alleged violation of our Intellectual Property Rights or ownership rights, or of those of any other individual or corporation. Moreover, you acknowledge and agree that our rights to content are of a special, unique, and unusual nature, which gives them particular value, the loss of which would not be easily estimated or compensated appropriately through damages. The Client acknowledges that to be in default under this Agreement would cause irreparable damage to UI, and that, in the event of such default, UI will, in addition to all other available legal relief, have the right to a proceeding for injunctive relief, specific performance, and other equitable relief.

Prices 

Unless otherwise specified, all amounts specified in this Agreement are in Canadian dollars and exclude applicable taxes.  

No Waivers 

No waiver of any of the provisions of the Agreement shall be interpreted as a waiver of any other provision. Failure to report prior failure to comply with a provision of this Agreement shall not be interpreted as a waiver of that provision. Waivers to a provision will not be enforceable unless the waiver is written and signed by the party waiving its execution. 

Entirety of the Agreement

If a provision in the Agreement is found to be invalid by any court having competent jurisdiction, that provision would be severed, to the extent permitted, and all other provisions would remain in full force and effect and would continue to bind the Parties.

Language

The Client agrees that all versions of the Agreement in any languages other than French constitute translations of the original document, provided for convenience, and that the French version of the Agreement, or any other document provided by UI, will prevail. 

Assignment 

UI can assign or transfer its rights and obligations under this Agreement, in whole or in part, to any person, including, without limitation, any corporation that is associated with UI. The Client cannot assign or transfer this Agreement, in whole or in part, without prior written consent from UI. 

Relationship Between the Parties 

The Parties are, and remain, contractors that are independent from one another, and none of the provisions in this Agreement can be interpreted as creating a partnership, general partnership, joint venture, undeclared partnership, contract of employment, mandate, franchise, sales agency, or any other subordinate relationship or bond of association between the Parties or their respective affiliates. 

You have no right to make or accept offers on our behalf, or on behalf of our affiliates. You cannot make any declaration or representation to the contrary, whether it be in person, in writing, or on your site. If you authorize, encourage, incite, or simply allow another individual or legal entity to act in contravention of this Agreement, you will be held responsible in the same way as if you had done so yourself.

Miscellaneous

UI reserves the right to offer products and services under different conditions than those set out in this Agreement to any potential Client, including the Client’s competitors.

Cookies

In order to facilitate and customize your Marketplace experience as described above, we may save cookies on your computer. A cookie is a small text file stored on a User's computer for record-keeping purposes and contains information about the User. We may use cookies to save your time when you visit the Marketplace, to remind us who you are, and to track and target the user's interests in order to provide a personalized experience.  Using this information allows us to create a more user-friendly experience for all visitors. 

 Most browsers automatically accept cookies but you can change your browser settings to refuse cookies. Please note that if you refuse or delete these cookies, some components of the Marketplace and Urbanimmersive Products may not work properly.

As on most websites, Urbanimmersive uses the following types of cookies:

  • Navigation Cookies: These cookies are essential for you to browse our Marketplace and make the best use of the various features. Example: connection to your Client account, to ensure your identification on all the pages of Urbanimmersive’s Product;
  • Audience Measurement Cookies: These cookies collect anonymous information during your visits to our site. Their objective is to allow the analysis of the navigation behaviour on the site for optimization purposes.

Your choices regarding cookies

  • You can prevent cookies from being saved by configuring the preferences of your browser.
  • Refusing cookies may prevent you from accessing certain features in the Marketplace.

Google Chrome

  1. Click on the icon to display the settings menu
  2. Click on "Options"
  3. In the "History" area, select "Use Custom Settings for History"
  4. Select the desired level

Under Safari

  1. Click on the "Safari" menu
  2. Click on "Preferences"
  3. On the "Security" tab select the desired level

Microsoft Internet Explorer

  1. Select the "Tools" menu, then "Internet Options"
  2. Click the "Privacy" tab
  3. Select the desired level using the cursor

Pixel and invisible pixels

We may use other standard technologies, including (but not limited to) invisible pixel tags or pixels to track your use of our Services, or we may allow our service providers to use these tools on our behalf . Pixel and invisible pixels are tiny graphic images inserted into certain pages of the Marketplace or our e-mails that allow us to determine whether you have performed a specific action. When you access these pages or open an email or click an email, invisible pixels generate non-identifiable information about that action. Pixels allow us to measure and improve our understanding of the flow and behaviour of visitors who access our Marketplace, and offer us a way to measure our performance and target our promotions. 

Terms and Conditions - CMS

URBANIMMERISVE CONTENT MANAGEMENT SYSTEM - BLOG

Also available in French / Également disponible en français

These general conditions for joining the Affiliated Partnership Program (the “Agreement”) contain the terms and conditions that govern your participation in Urbanimmersive’s Affiliated Partnership Program (the “Program”). The visual content Marketplace is operated and hosted by Urbanimmersive Inc., a publicly traded company incorporated under the federal laws of Canada and listed on the TSX Venture Exchange under the ticker symbol “UI” and having its head office at 3899 Autoroute des Laurentides, Suite 203, Laval, Quebec,  H7L 3H7 Canada (“UI”).

1. Interpretation

The terms “us,” “our,” “UI,” and “Urbanimmersive” refer to Urbanimmersive Inc., its subsidiaries and successors. The terms “you” and “your” refer to the Affiliated Partner. A “site” refers to a website. The expression “your site” refers to any site or software application that you own or operate and in which you create a link to the Urbanimmersive CMS.

Unless otherwise indicated in the text, or in case of inconsistencies within the text, the words and expressions that are capitalized in this Agreement or in any document that is ancillary or subordinate to this Agreement, are to be interpreted as follows:

Purchase” is defined in article 10 below;

Purchase of Key Words on a Search Engine”: an advertisement that you have purchased by submitting key words or Exclusive Terms, or by means of any other participation in the sale of exclusive keywords;

API”: a set of electronic documents and commands allowing an Affiliated Partner to integrate the CMS on his or her website and/or as part of his or her technological service offering;

Client”: any client, existing or potential, of Urbanimmersive that uses the Marketplace and the CMS, including, collectively and without limitation, real-estate brokers, builders, architects, designers, and real estate agencies; 

CMS”: “Content Management System,” “Urbanimmersive's CMS,” “CMS,” “CMS Solution” is a software solution owned by Urbanimmersive that includes a web-based interface for the management of Written Content, providing on-demand text writing, translation, and revision services;

Operating Documentation” is defined in article 9 below;

Written Content”: any writing, revision, rewriting, or translation service, including the texts produced using the features of the CMS or inserted into the CMS for the purpose of publication or sale, whether produced and provided by a Provider or by UI;

"Sponsored Content": Any blog content that directly or directly promotes a brand, product, website or event;

 “Visual Content”: any type of Visual Content including, without limitation, photographs, videos, Virtual Tours, slide shows, and 3D images;

 “Provider”: collectively and without limitation, self-employed workers and real estate agencies using the Marketplace to, in particular, provide their Visual Content and/or Written Content services; 

Working Day”: every day of the week except Saturday, Sunday, and legal holidays in the province of Quebec, Canada;

“Licence” is defined in article 27 below;

Redirect Link”: a link that sends users to Urbanimmersive’s site in an indirect manner by means of an intermediary site or a web page, and without users having to click on a link or undertake any other action on this intermediary site or this web page;

Special Link”: a link to Urbanimmersive’s Marketplace that uses an identifier displaying the names and logos of the Affiliated Partner on Urbanimmersive’s Marketplace pages;

Urbanimmersive Brands” are defined in article 27 below;

Search Engine”: Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or reference service or any site that belongs to one of their respective networks;

Service Offerings” is defined in article 32 below;

Affiliated Partner”: a real estate agency, company, or association that has entered into this Agreement with Urbanimmersive and that uses the Marketplace under one or more personalized versions with its image and URL, whether or not it receives financial compensation for promoting Urbanimmersive Software to its clientele; 

Retail Partner”: a real estate website provider that has entered into a retail partner agreement with Urbanimmersive and that uses the Marketplace under one or more personalized versions with its image and URL, whether or not it receives financial compensation for promoting Urbanimmersive Software to its clientele; 

Parties”: individually and collectively the Affiliated Partner and Urbanimmersive;

Marketplace,” “Place d’affaires,” “Marketplace,” “Centris Marketplace,” or any other name that identifies the Urbanimmersive Marketplace: an online software owned by Urbanimmersive that allows users to order Visual Content services online and allows Providers to receive orders;

Partner Profile”: web interface secured by a username and password that provide access to the features of the Urbanimmersive Marketplace and CMS; 

Remuneration”: individually or collectively, as the case may be, the remuneration on service charges charged to Content Providers described in article 12, additional remuneration described in article 13, and royalty on sponsored articles described in article 14;

Urbanimmersive Software”: all the features of the Marketplace and CMS;

Exclusive Terms”: keywords, search terms, or other identifiers that include the word “Urbanimmersive”, “UI”, “AVU3D”, “Urbanimmersive.news”, “Marketplace”, “Centris”, or any other trademark of Urbanimmersive, Centris, or their affiliated companies (view a non-exhaustive list of our brands) or variations or incorrect spellings of one of these words (for example, “Urban,” “urban immersive”, “market place”, “Cantris “, “Cen tris”, and “Centris Market”);

Personalized version”: all the features of the Urbanimmersive Marketplace in the name and colours of the Affiliated Partner. The personalized version includes the user interface and URLs for the Marketplace pages in the Affiliated Partner’s name;

Virtual Tours”: collectively and without limitation, virtual tours, Urbanimmersive’s AVU3D® immersive tours, and any other virtual tour technology authorized in the Marketplace.

2. Consent

By registering on conditions in the present Agreement when you register and use the Urbanimmersive CMS, you agree to the terms and conditions set out in this Agreement. By clicking on the “I have read, understood, and agreed to Urbanimmersive’s terms of use” button or any similarly named button, you agree to electronically sign this Agreement and acknowledge that you have read, understood, and agreed to comply with the CMS’s terms of use, privacy policy, and code of conduct. You agree that the present Agreement will supersede and replace any other previous verbal or written agreements, contracts, or understandings with UI.

3. Amendments

UI can, without prior notice, modify, update, replace, or revise the Agreement and/or any other content or information published for Affiliated Partners, Retail Partners, Providers, and Clients on the Marketplace. Modifications to the Agreement will take effect upon their display on the CMS, by means of a notice sent to the Affiliated Partner’s Partner Profile on the Marketplace or by email to the Affiliated Partner’s last known email address. By continuing to use the Marketplace after such a notice has been displayed or sent, you accept these modifications and that the modifications are binding. If you do not agree with a modification made to the Agreement, you can decide at any time to cease use of the CMS in accordance with the “Term and Termination” section of this Agreement.

4. Accessibility

UI can, without prior notice, temporarily or permanently interrupt the features and services of the CMS, in whole or in part. UI also reserves the right to modify the name, brand, logo, and visual identity of its products, services, and features at any time and at its sole discretion. In addition, UI has no obligation whatsoever to store, maintain, or provide you with a copy of information provided during your use of the Marketplace. The Affiliated Partner acknowledges and agrees that UI will not be held responsible for any changes of this nature. 

5. Eligibility for Urbanimmersive’s Affiliated Partner Program

In addition to the conditions set out in this Agreement, you must at all times comply with the following conditions in order to be eligible for the right to use Urbanimmersive’s CMS: 

  • have only one Partner Profile at a time; 
  • be a real estate agency, real estate company, real estate association or a sponsor. The CMS is not open to individuals or real estate portals displaying properties for sale by the owner (FSBO);
  • have a real estate portal and news section (blog) or use the blog web page provided by the CMS;
  • have accepted the book.urbanimmersive.com or Urbanimmersive’s marketplaces terms and conditions 
  • integrate Urbanimmersive’s CMS into your news section so you can display blog content from your client and/or member and/or sponsor network.

UI reserves the right to refuse eligibility to theCMS at its sole discretion. It is recommended that you contact Urbanimmersive at the following address info@urbanimmersive.com to verify that you are eligible to use the CMS before you begin integration work. 

UI reserves the right to terminate this agreement immediately without prior notice in the event of a failure to comply with these conditions.

6. Registration to the CMS

To begin the registration process, you must complete the Client Profil and integrate Urbanimmersive’s CMS into your portal by using our API or our Widget Wordpress. 

We will review your request and the operational quality of the integration of Urbanimmersive’s CMS on your portal before advising whether your application has been approved or denied. We reserve the right to deny your request to join at our sole and absolute discretion. In the event of a denial on our part, you can submit a new application at any time. If, after approving your request to join, we determine that your organization or portal is not compatible or that CMS integration is incomplete or flawed, we reserve the right to terminate this Agreement.

You must ensure that the information provided in your application to join the Program, which is linked to your Partner Profile, including your email address and other contact information and identifying elements of your site, remain complete, accurate, and up to date at all times. We will send, from time to time, notices, approval, and other communications related to the Program and this Agreement to the most recent email address you have provided. You will be deemed to have received all notices, approval, and other communications sent to this email address, regardless of whether it was valid at the time it was sent.

7. Mandatory Level of Integration

The Affiliated Partner must use the standards and install updates for APIs provided by UI at all times. The Affiliated Partner is required to ensure that all features offered via the Marketplace, Urbanimmersive’s CMS, and accessible through UI’s API, are accessible on his or her blog no more than 90 days after the API update becomes available.

8. CMS use options

When creating your CMS Profil, we will have to identify the type of usage you expect to do with the CMS between Publisher and Sponsor.  You can change your option at any time after.

a. Option : Publisher

When selecting Publisher, you are required to display Sponsored Content from our sponsors. The sponsored content is an defined as a URL that redirects readers wishing to access complete sponsored content on our sponsors’ blog site. You will receive a royalty for sponsored content clicked on your blog according to the rates set out in your CMS Profile.

An approval system allows you to approve or decline sponsored Content. Repeated refusals of sponsored content that responds to your business profil on your blog will constitute a valid reason for UI to terminate the present Agreement with a thirty-day notice.

Sponsored contents from our sponsors are identified as such in the body of the content text.

b. Option : Advertiser

By choosing the Advertiser option, you are required to pay for the trafic that our blog syndication will generate on your blog page.  Syndicating your content involves posting a summary of blog posts on other blog pages of our CMS network and redirecting the reader who wants to access your full content on your site.

You will have to pay for each click of redirection towards your site according to the rates defined in your Profile.

Subject to the exclusions listed below, a "Click" is made when a user clicks on the summary of one of your articles on another Urbanimmersive CMS blog page and this link takes them to your site blog page manage by the CMS of Urbanimmersive.

Clicks exclude:

  1. a click from a blog page that is not using Urbanimmersive CMS;
  2. a click from a keyword purchase on a Search Engine by a tier; or
  3. a redirection link, which is generated or displayed on a Search Engine in response to a general search request on the Internet or a keyword (that is, in natural, free, organic search results, social or non-paying), that these links appear as a result of your submission of data to this site or otherwise.

9. Royalty on Sponsored Articles

We will pay you a royalty for sponsored articles for which you will have approved publication and that you will have published on your blog. The royalty will vary depending on the sponsors and economic factors specific to each region. The royalty for sponsored articles is displayed on your Client Profile. UI reserves the right to modify at any time the rate of remuneration applicable to sponsored articles.

10. Non-competition for Content Sponsors 

The Affiliated Partner undertakes not to offer, directly or indirectly, to sponsors who are doing or have done business with UI, to publish on his or her blog(s) sponsored content ordered directly and not via the Urbanimmersive CMS features intended for this purpose. 

11. Payment of Remuneration linked to sponsored content

We will pay the Remuneration every two weeks (except for the Paypal option) for Orders completed during the previous two weeks, subject to any applicable deductions or withholding, including but not limited to cancelled Orders and applicable taxes. Remuneration and all amounts provided for in this Agreement are in Canadian dollars. We cannot pay you any Remuneration whatsoever until you have selected your method of payment. We will therefore hold your Remuneration until you have selected a payment method among the following:

  1. Payment by automatic transfer to your Paypal account: We will transfer, on every Working Day, the Remuneration that you have earned for the day(s) concerned, to the Paypal account that you have indicated. However, we can accumulate and withhold Remuneration until the total amount due to you for Orders made on the CMS reaches a minimum amount of $25.00 CAD. A 2% transaction fee will be withheld on the payable total amount, including applicable taxes, if applicable. 
  2. Payment by bank transfer: We will transfer the Remuneration that you have earned directly to the bank account that you have indicated. However, we can accumulate and withhold Remuneration until the total amount due to you for Orders made on the CMS reaches a minimum amount of $250.00 CAD. If you choose this method of payment, you must send us the name of your bank, your account number, the transfer code, and the name of the primary account holder as it appears on your banking documents. Please note that this method of payment is only available for bank accounts located in certain countries. Transaction fees may be charged by banks involved in a bank transfer.
  3. Payment by cheque: We will send you a cheque for the amount of Remuneration you have earned. However, we can accumulate and withhold Remuneration until the total amount due to you for Orders made on the CMS reaches a minimum amount of $500.00 CAD. Please note that this method of payment is only available for Providers who are located in countries that cannot receive Remuneration by bank transfer.

If you are not able to select your method of payment through your Partner Profile, please email us at info@urbanimmersive.com so that one of our representatives may contact you.

At any time, if your Partner Profile does not show any major activity for a duration of at least three months, we reserve the right, following a written notice of seven days, to i) close your Partner Profile and terminate this Agreement and ii) withhold on the Remuneration that is due to you the amount of $10.00 CAD, to which any deductions or withholding for cancelled Purchases, as well as any applicable taxes, will be added. The amount that will subsequently be transferred to you will constitute the full and final payment, without other compensation or recourse on your part, of amounts due under the present Agreement. If applicable, we can ask you to provide tax information. If we do not receive a response to such a request, we can, without prejudice of all other rights and recourse at our disposal, withhold your Remuneration until the requested information is sent to us or until it is demonstrated to our full satisfaction that you do not have to provide this tax information.

12. Billing of the traffic linked to the Advertiser option

We will bill all clicks from our blogs network to your blog on a bi-weekly process. Reports detailing Clicks and their provenance will be made available to you. Repeated clicks on your blob content from the same IP address will not be charged.

13. Approval of articles and responsibilities 

Urbanimmersive’s CMS provides you with a system for approving articles before they are posted online your blog page. The approval system is assigned to a designated user, and access is protected by a password. No articles will be published by the CMS or by UI without the Affiliated Partner’s approval. Once an Client approves an article for publication, he or she takes complete and full responsibility for publishing the article on his or her website, titles used for this article, content, and references to images. The  Client will be, where required, liable for any complaints, claims, or legal proceedings that could result from the publication of articles online and fully exonerates UI from any responsibility. 

14. Restrictions specific to Written Content

The Client is not authorized under any circumstances to duplicate Written Content originating from the internet or from his or her blog in his or her Clients’ CMS and reciprocally, to copy content from the CMS or from his or her Clients to duplicate the content or to try to reproduce the content on other CMSs and/or websites without prior autorisation form Urbanimmersive.

15. Inappropriate content

The Client are only authorized to use the CMS for legitimate reasons. They may not introduce to the content, in any way whatsoever, any material that violates or infringes, in any way whatsoever, the copyright, third-party intellectual property rights, or rights of others; that is illegal, threatening, inappropriate, offensive, abusive, or defamatory; that breaches privacy rights or public decency; that is vulgar, obscene, blasphemous or otherwise objectionable; that encourages a conduct that would constitute a criminal offence; that leads to a civil law suit; or that violates any law.

16. Limited licence

Subject to the provisions of this Agreement, and solely in order to promote the products and services sold on the Marketplace and Urbanimmersive’s CMS and to redirect users to Urbanimmersive’s Marketplace in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-exclusive, royalty-free, non-sub-licensable licence (a “Licence”) allowing you to (a) copy and display the Visual Content and Written Content, as the case may be, solely on your site; and (b) to use the brand and logos that we may make available to you from time to time as content elements (brands and logos are collectively designated hereinafter as “Urbanimmersive Brands”), solely for your site and in accordance with the Brands of the Affiliated Partner Program Directives.

The Licence will be automatically and immediately terminated if you do not comply at all times with the obligations of this Agreement or with the Operating Documentation, or upon the termination of this Agreement. In addition, we reserve the right to unilaterally terminate, at our sole discretion, by sending a notice to this effect, all or part of the Licence. Upon receipt of such a notice or termination of this Agreement, you must remove and delete from your site or otherwise erase, without delay, all Urbanimmersive content and Brands.

17. Reserved rights; Contributions

Subject to the rights granted under a Licence, UI retains all of its rights, property titles, and interests (including Intellectual Property Rights and property rights) and the Affiliated Partner will in no case acquire a property right or other right in or to the Program, the Special Links, the Special Link formats, the content, the domain name that UI or its affiliated companies own or operate, the Operation Documentation, UI’s brands and logos or those of its affiliated companies (including the Urbanimmersive Brands) and any other intellectual or technological property right that UI provides or uses in connection with the Program (including application program interfaces, software development kits, libraries, examples of code, and related documents). If you submit to us or to our affiliated companies any suggestions, comments, modifications, data, images, text, or other information or content related to a product or to this Agreement, to any content, or to your participation in the Program, or if you modify any content in any way whatsoever (collectively, your “Contributions”), you hereby agree to irrevocably assign to us all the rights, property titles, and interests in or to your Contributions and you grant us (whether you have deemed your Contributions to be confidential or not) a royalty free, non-exclusive, worldwide, irrevocable, freely transferable, perpetual (or for the maximum duration of the protection available under the applicable law) licence and right to: a) use, reproduce, perform, display, and distribute your Contributions at our will; b) adapt, modify, reformat, and create derivative works based on your Contributions for any purpose whatsoever; c) use and publish your name jointly with your Contributions for the purpose of giving credit (without, however, any obligation for us to do so); and d) grand sub-licences on your Contributions or the use that we have made of them to another individual or legal entity. Furthermore, you hereby guarantee that: (y) you have created your Contributions yourself or you have lawfully obtained them; and (z) our exercise of our rights or the exercise of their rights by our subcontractors under this Agreement will not infringe on the rights of any individual or legal entity, including but not limited to, copyright. You agree to help us assert, confirm, or preserve our rights to your Contributions, if needed.

18. Compliance with the Law

Through your participation in the Program, you undertake to abide by all the laws, decrees, rules, regulations, court orders, licences, authorizations, judgments, decisions, directives, or codes of practice, whether or not they have the force of law, including but not limited to the laws and regulations that govern electronic commerce, the protection of privacy and confidential information, advertising, marketing, or sales (a) adopted by any competent government authority or (b) issued by any applicable regulating or self-regulating organization.

19. Term and Termination 

This Agreement comes into effect upon the approval of your request to join the Program and it will end at the time when it is terminated. You may end this Agreement at any time, without any obligation to justify your decision, by sending us a written notice to that effect at the following email address: info@urbanimmersive.com. Your Partner Profile will be deactivated within seven days of the receipt of your notice. 

In addition to the reasons for the termination mentioned above, we may end this Agreement in writing and with immediate effect at any time, in any of the following cases: (a) you have not fulfilled an essential obligation of this Agreement; (b) you have not fulfilled a non-essential obligation of this Agreement and remain in default for a period of five days or more; (c) we believe that your participation in the Program could engage our liability or lead to a lawsuit; (d) we believe that you or your participation in the Program could tarnish our image, our brand, or our reputation (e) your Partner Profile does not display enough commercial activity (f) this Agreement or your participation in this Agreement may lead to tax consequences for UI or its subsidiaries (g) you are insolvent or a suit has been brought by you or against you for bankruptcy, insolvency, liquidations, arrangement, or dissolution; (h) we have ended the current version of the Program.

Upon the termination of this Agreement, you will immediately lose the benefit of any Licence and the right to use the Content or Urbanimmersive Brands. You must delete, erase, or withdraw from your site and/or your dashboard intended for your Clients any links to the Urbanimmersive Marketplace or CMS, all Urbanimmersive Brands, and any other content or document that we have provided you at any time in connection with this Agreement or the Program. We will withhold the unpaid Remuneration (with the exception of the additional fees as defined in more detail in article 13) for a reasonable amount of time following the termination in order to ensure that any necessary adjustments have been made (for example, taking into account any cancelled Purchases). Termination of the present Agreement will not reduce or eliminate the rights, obligations, and recourse for events that took place prior to the termination of this Agreement.

The Affiliated Partner acknowledges that he or she loses the right to any additional fees from the time this Agreement is terminated.

Upon the termination of this Agreement, UI will redirect Special Links using the domain names belonging to Urbanimmersive to new domain names.  

20. Limitation of liability

WE ARE NOT LIABLE FOR DIRECT OR INDIRECT DAMAGES (INCLUDING THE LOSS OF INCOME OR PROFIT, EARNINGS, CLIENTELE, ENJOYMENT, OR INFORMATION) ARISING FROM THIS AGREEMENT OR ANY AMENDMENT MADE TO IT OVER TIME, THE PROGRAM, THE OPERATING DOCUMENTATION, THE URBANIMMERSIVE CMS OR SERVICE OFFERINGS, WHETHER OR NOT YOU HAVE INFORMED US OF THE POSSIBILITY OF THESE DAMAGES ARISING. FURTHERMORE, OUR LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PROGRAM, THE URBANIMMERSIVE SITE, AND THE SERVICE OFFERINGS, IS LIMITED TO THE AMOUNT OF REMUNERATION THAT HAS BEEN PAID TO YOU OR THAT IS OWED TO YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT FOR WHICH YOU ALLEGE WE ARE LIABLE.

NO PROVISION OF THIS AGREEMENT EXCLUDES: (I) LIABILITY IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY THE FAULT OF ONE OF THE PARTIES, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES, (II) CONTRACTUAL LIABILITY OF ONE PARTY IN THE EVENT OF GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR DECEIT, AND (III) ALL LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW. 

21. Denial of liability

THE PROGRAM, THE MARKETPLACE, THE URBANIMMERSIVE CMS, ALL THE PRODUCTS AND SERVICES OFFERED VIA THE MARKETPLACE AND THE URBANIMMERSIVE CMS, ALL THE SPECIAL LINKS, ALL THE LINK FORMATS, ALL THE OPERATING DOCUMENTATION, ALL THE CONTENT, ALL THE URBANIMMERSIVE DOMAIN NAMES, OUR BRANDS, DOMAIN NAMES AND LOGOS OR THOSE OF OUR AFFILIATES (INCLUDING URBANIMMERSIVE’S BRANDS) AS WELL AS ALL THE TECHNOLOGY, SOFTWARE, FUNCTIONS, DOCUMENTS, DATA, IMAGES, TEXTS, AND OTHER INFORMATION AND CONTENT THAT WE PROVIDE OR USE OR WHICH IS MADE AVAILABLE OR USED ON OUR BEHALF OR ON BEHALF OF OUR AFFILIATES, AFFILIATED PARTNERS, OR PROGRAM RETAIL PARTNERS (COLLECTIVELY REFERRED TO AS THE “SERVICE OFFERINGS”) ARE PROVIDED, “AS IS, WITHOUT REPRESENTATION OR GUARANTEES.”

WE, OUR AFFILIATES, AFFILIATED PARTNERS, OR RETAIL PARTNERS MAKE NO STATEMENT OR GUARANTEE WHATSOEVER, WHETHER EXPRESS, IMPLICIT, LEGAL, OR OTHERWISE, CONCERNING THE SERVICE OFFERINGS.

TO THE EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, AFFILIATED PARTNERS, OR RETAIL PARTNERS MAKE NO REPRESENTATION AND OFFER NO GUARANTEE REGARDING THE SERVICE OFFERINGS OF ACTIVE OR INACTIVE PROVIDERS IN URBANIMMERSIVE’S MARKETPLACE AND CMS, INCLUDING, WITHOUT LIMITATION, ANY GUARANTEE OF COMPLIANCE, NEGOTIATION, EXECUTION, OR ADHERENCE TO CUSTOMARY BUSINESS PRACTICES. WE RESERVE THE RIGHT TO DISCONTINUE ANY SERVICE OFFERING OR TO MODIFY ITS NATURE, CHARACTERISTICS, FUNCTIONS, SCOPE OF APPLICATIONS OR EXPLOITATION, AT ALL TIMES AND AT ANY TIME.

WE, OUR AFFILIATES, AFFILIATED PARTNERS, OR RETAIL PARTNERS DO NOT GUARANTEE THAT THE SERVICE OFFERINGS WILL REMAIN IN EFFECT, WILL BE DELIVERED AS PLANNED, IN THE MANNER DESCRIBED, NOR THAT THEY WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE.

WE, OUR AFFILIATES, AFFILIATED PARTNERS, OR RETAIL PARTNERS WILL NOT BE LIABLE FOR (A) ANY ERROR, INACCURACY, OR SERVICE INTERRUPTION, INCLUDING POWER FAILURES OR SYSTEM FAILURES OR (B) ANY PROHIBITED ACCESS TO, OR MODIFICATION OF, OR DELETION, DESTRUCTION, OR LOSS OF OR DAMAGES TO YOUR SITE, DATA, IMAGES, TEXTS, OR OTHER INFORMATION OR CONTENT.

NO ADVICE OR INFORMATION THAT WE MAY HAVE GIVEN OR THAT WAS GIVEN BY ANOTHER INDIVIDUAL OR LEGAL ENTITY OR THAT YOU OBTAINED THROUGH THE PROGRAM, THE CONTENT, THE OPERATING DOCUMENTATION, THE URBANIMMERSIVE WEBSITE, OR THE PROGRAM’S PAGES, CONSTITUTES AN IMPLICIT GUARANTEE OF ITS CONTENT, QUALITY, RELIABILITY, LEGITIMACY, OR LAWFULNESS. 

WE, OUR AFFILIATES, AFFILIATED PARTNERS, OR RETAIL PARTNERS ARE NOT LIABLE FOR (A) ANY LOSS OF EXPECTED INCOME OR PROFITS, ANTICIPATED SALES, CLIENTS, OR OTHER BENEFITS (B) ANY INVESTMENT, EXPENDITURE, OR COMMITMENT ON YOUR PART IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (C) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

ALTHOUGH URBANIMMERSIVE HAS A QUALITY ASSURANCE SERVICE FOR THE TEXTS OR WRITING SERVICES SOLD OR OFFERED IN THE CMS, WE CANNOT GUARANTEE THAT THE TEXTS WILL BE FREE OF MISTAKES OR GRAMMATICAL ERRORS. UI CANNOT GUARANTEE THAT THE FREELANCE WRITERS OFFERING TEXTS IN THE CMS OWN THE COPYRIGHT TO ALL OF THE TEXT AND IMAGES USED, AND IT WAIVES ALL LIABILITY WITH RESPECT TO THIS. 

22. Notices 

All notices must be in writing and must be sent by email to info@urbanimmersive.com. A notice will be deemed to have been given 24 hours after the email was sent.

23. Entire Agreement

This Agreement forms the entire agreement between the Parties hereto and replaces any previous written or oral agreement, negotiation, understanding, statement, proposal, discussion, and communication.  

24. Applicable Laws

This Agreement must be interpreted and applied in accordance with the applicable laws of the Province of Quebec and the laws of Canada. Each Party attorns to the exclusive jurisdiction of the courts of the Province of Quebec in the judicial district of Montreal with respect to any issues arising from or related to this Agreement. Any contrary provisions in this Agreement notwithstanding, we may seek relief by means of a summary procedure or any other form of relief before any State, federal or provincial court of competent jurisdiction in the event of a real or alleged violation of our Intellectual Property Rights or ownership rights, or of those of any other individual or corporation. Moreover, you acknowledge and agree that our rights to content are of a special, unique, and unusual nature, which gives them particular value, the loss of which would not be easily estimated or compensated appropriately through damages. The Affiliated Partner acknowledges that to be in default under this Agreement would cause irreparable damage to UI, and that, in the event of such default, UI will, in addition to all other available legal relief, have the right to a proceeding for injunctive relief, specific performance, and other equitable relief. 

25. Prices 

Unless otherwise specified, all amounts specified in this Agreement, including any related appendices, are in Canadian dollars and exclude applicable taxes. 

26. Privacy Protection

Personal information is defined as any information concerning an individual that allows that individual to be identified. UI believes that the protection of personal information is essential to its success, and, as a result, the Affiliated Partner undertakes to take the necessary measures in order to ensure, at all times, the adequate protection of its Clients’ personal information. The Affiliated Partner confirms that he or she respects and will continue to respect all of the requirements provided for in the privacy laws, including, the Personal Information Protection and Electronic Documents Act (Canada), and any other similar law that ensures the protection of personal information, which the Affiliated Partner could be subject to in connection with this Agreement and the use of the Marketplace. Without limiting the generality of the foregoing, the Affiliated Partner will not provide UI with third-party personal information, without the prior consent of the relevant person. To its knowledge, the Affiliated Partner has not voluntarily agreed, nor is obligated, contractually or otherwise, to comply with the guidelines of an association with regard to the protection of personal information. 

27. Advertising

The Parties are authorized to publicize this Agreement. The Parties agree, in particular, that their business relationship will be mentioned in press releases, presentations, and advertisements and on websites and as part of other promotional activities. However, the Parties agree to obtain the written consent of the other Party before the production of, in particular, any advertising material, poster, printed announcement, or radio or television spots containing the names and/or logos of one of the Parties. To this effect, the Parties undertake to provide all materials (logo, official signature, etc.) required for their identification for the development of advertising materials.

28. Non-solicitation 

The Affiliated Partner undertakes, for the duration of this Agreement and for a twelve-month period following the termination of the Agreement, not to solicit, recruit, or hire as an employee or independent Provider any Urbanimmersive employee presently working or who would have worked regularly for Urbanimmersive in the three months preceding the termination of the Agreement, for any position in the organization. 

29. Insurance

The Affiliated Partner undertakes to purchase and maintain, during the entire duration of this Agreement, a civil liability insurance policy with a reputable insurance company with sufficient coverage, of a minimum of one million dollars, to cover any damages related to a fault engaging his or her civil liability or that of his or her employees or representatives. 

30. No Waivers 

No waiver of any of the provisions of the Agreement shall be interpreted as a waiver of any other provision. Failure to report prior failure to comply with a provision of this Agreement shall not be interpreted as a waiver of that provision. Waivers to a provision will not be enforceable unless the waiver is written and signed by the party waiving its performance. 

31. Entirety of the Agreement

If a provision in the Agreement is found to be invalid by any court having competent jurisdiction, the provision would be enforced to the extent permitted, and all other provisions would remain in full force and effect and would continue to bind the Parties. 

32. Language

The Affiliated Partner agrees that any versions of the Agreement in languages other than French constitute translations of the original document, provided for convenience, and that the French version of the Agreement, or any other document provided by UI, will prevail. 

33. Assignment 

UI can assign or transfer its rights and obligations under this Agreement, in whole or in part, to any person, including, without limitation, any corporation that is associated with UI. The Affiliated Partner cannot assign or transfer this Agreement, in whole or in part, without prior written consent from UI. 

34. Relationship Between the Parties 

The Parties are, and remain, contractors that are independent from one another, and none of the provisions of this Agreement can be interpreted as creating a partnership, general partnership, joint venture, undeclared partnership, contract of employment, mandate, franchise, sales agency, or any other subordinate relationship or bond of association between you and us or our respective affiliates. You have no right to make or accept offers on our behalf, or on behalf of our affiliates. You cannot make any declaration or representation to the contrary, whether it be in person, in writing, or on your site. If you authorize, encourage, incite, or simply allow another individual or legal entity to act in contravention of this Agreement, you will be held responsible in the same way as if you had done so yourself.

35. Miscellaneous

UI reserves the right to offer the Program’s products and services under different conditions than those set out in this Agreement to any potential Client, including the Affiliated Partner’s competitors.