This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated. This Agreement shall endure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees. PropertySpaces may terminate this Agreement at any time without cause by giving the other party written notice of one (1) business day after which PropertySpaces shall cease providing access to the PropertySpaces Application. The User may terminate their account at any time for any reason by emailing ●. PropertySpaces reserves the right to retain information associated with the User’s account for a period of time before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the law.
The following disclaimers are made on behalf of PropertySpaces, PropertySpaces’s affiliates, PropertySpaces’s Users, subsidiaries, parents, successors and assigns, and each of their respective officers, directors, employees, agents, and shareholders.
It is up to the Photographer to decide whether or not to provide services to a User contacted through the PropertySpaces platform, and it is up to the User to decide whether or not to request the Services from any Photographer contacted through the PropertySpaces Application. PropertySpaces cannot ensure that a Photographer or User will complete an arranged service. PropertySpaces has no control over the quality or safety of the services.
For greater clarity, PropertySpaces only provides the platform for facilitating the connection between the User and any nearby Photographer and providing technological support services to Photographer; the User contracts directly with any Photographer for any Services pursuant to the terms in Schedule A. As such, PropertySpaces is not responsible for any actions of a User.
The Photographer refers to an individual engaged in providing certain types of Photography Services in the jurisdiction in which the Photographer has legal authority to do so for Users. The Photographer with which the User establishes a relationship is solely responsible for providing the User with the Services. As between Photographer and User, PropertySpaces only acts as a technology platform to connect the User with photography professionals who may be interested in providing the User with photography services and to facilitate payment.PropertySpaces can be used only in areas where PropertySpaces offers services. PropertySpaces is void where prohibited by law. PropertySpaces may modify the PropertySpaces Application and this Agreement at any time without any notice and in its sole discretion. The continued use of the Website or the PropertySpaces Application constitutes acceptance of modifications to this Agreement. PropertySpaces may block or prevent access and use to any portion of the PropertySpaces Application without any notice and in its sole and absolute discretion.The PropertySpaces Application is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. PropertySpaces does not guarantee and does not promise any specific results from use of the PropertySpaces Application and/or the Services, including the ability to provide or receive Services at any given location or time. By using the PropertySpaces Application, the Photographer acknowledges that PropertySpaces is not a photography organization, nor is it staffed by photography trained personnel.
To use the PropertySpaces Application the User is required to provide PropertySpaces with certain information including: their real name, address, email, telephone number, and date of birth. The User must be 18 years of age or older and reside in Ontario or another jurisdiction where PropertySpaces provides services to use the PropertySpaces Application. The User must also create an account and have Wi-Fi or data plan internet access. The User also acknowledges that their wireless provider may have additional charges for text messages or data.
Upon accepting the terms of this agreement, PropertySpaces hereby grants the User a revocable, non-exclusive, non-transferable limited license to use and access the PropertySpaces Application in strict accordance with the terms in this Agreement. The User agrees not to make any false or fraudulent statements as they use and access the PropertySpaces Application. The User acknowledges and agrees that all content and services available on this site are property of PropertySpaces and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in Canada and internationally. All rights not expressly granted herein are fully reserved by PropertySpaces.
Except as may be explicitly permitted, the User agrees not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from the Website or PropertySpaces Application. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
When creating their accounts, the User will use his/her real name, real and valid phone number, and valid email address and eventually create a password to use in association with User’s email address for access to and use of the Website and the PropertySpaces Application. The User shall use their best efforts to prevent access to PropertySpaces’s Application through their Username and Password by anyone other than themselves, including but not limited to, keeping such information strictly confidential, notifying PropertySpaces immediately if the User discovers loss or access to such information by an unauthorized party, and by using a secure Username and Password not easily guessed by a third party. The User agrees that they shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via the application. The User also agreement to update their account information as soon as it changes. The User acknowledges that they are responsible for all activity linked to their account.
Upon creating their account, the User will receive an email message to their email with a temporary password. The temporary password can be changed at any time by the User through their User account. For security reasons, the User is strongly encouraged to change their password immediately.
If the User forgets their Password, the User will be directed to a password recovery page to recover their password associated with the User’s email address.
User is responsible for all activities that occur under User’s account. In using the Services, the User represents and warrants that is have the authority to order the Services from any applicable third party (such as a property owner). The User also recognized that Photographer will likely not be carrying any general liability insurance or any analogous insurance.
User will not, and will not attempt to, do any of the following:
1. Contract with a Photographer outside of the PropertySpaces Application or Website;
2. Upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, website, images, sounds, data, or other information – that:
3. Upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, website, images, sounds, data, or other information – that:
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of PropertySpaces’s rules or policies;
infringes any patent, trade mark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• contains website viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any website, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
• impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.
harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of the
User’s own or a third party.
• solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate parental consent.;
• use or access the Website for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
• use the PropertySpaces Application in any way that, in the sole judgment of PropertySpaces, is objectionable or which restricts or inhibits any other person from using or enjoying the PropertySpaces Application, or which may expose PropertySpaces or its Users to any harm or liability of any type, or creates or imposes PropertySpaces inappropriate load or creates large bandwidth-consuming transactions on the PropertySpaces Application.
In addition to any other right or remedy that PropertySpaces may have under this Agreement or at law, PropertySpaces may suspend or terminate a User’s access to the PropertySpaces Application upon receipt of any notice which alleges that the User has used this site in violation of this Agreement and/or for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. The User is responsible for any claims, fees, fines, penalties, and other liability incurred by PropertySpaces or others caused by or arising out of User’s breach of this Agreement or its use of the PropertySpaces Application.
PropertySpaces will collect, use, store and disclose Personal Information of Users on behalf of User and subject to User’s instructions.
The use of PropertySpaces is at the User’s own risk. While PropertySpaces uses reasonable efforts to include accurate and current information on PropertySpaces’s Website, Application, and services, PropertySpaces does not warrant or represent that the Website, Application, ad services will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. PropertySpaces reserves the right to correct any inaccuracies or typographical errors on PropertySpaces’s Website, Application, and services, including pricing and availability of products and services, and shall have no liability for such errors. PropertySpaces does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by User, any user of the PropertySpaces Application or any third party on, in or to the PropertySpaces Application, or for any loss or damage arising therefrom, nor is PropertySpaces liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity User may encounter.
The PropertySpaces design, text, content, selection and arrangement of elements, organization, graphics, compilation, magnetic translation, digital conversion, and other matters related to the PropertySpaces Application are protected under applicable copyright laws, ALL RIGHTS RESERVED. The posting of any such elements on the Website does not constitute a waiver of any right in such elements. The User does not acquire ownership rights to any such elements viewed through the PropertySpaces Application. Except as otherwise provided herein, none of these elements may be used, copied, reproduced, downloaded, posted, displayed, transmitted, mechanical, photocopying, recording, or otherwise, without PropertySpaces’s prior written permission. PropertySpaces’s name, logo, and all product names, company names, and other logos, unless otherwise noted, are trademarks and/or trade dress of PropertySpaces. The use or misuse of any Marks or any other materials contained on the Website, without the prior written permission of their owner, is expressly prohibited. Intellectual property rights as between the User and the Photographer are governed by Schedule A.
There is no charge to register with us or use the PropertySpaces Application. PropertySpaces reserves the right to introduce a fee in the future for downloading PropertySpaces or creating an account. PropertySpaces reserves the right to introduce a subscription fee for Users in the future.
Each order the User places for Services is subject to the participating Photographer’s availability and the acceptance of the User’s Order. When the User places an Order for Services through the Website or the PropertySpaces Application, a confirmation will automatically be sent to the User. If any details are incorrect, User should access their User account and make any necessary changes immediately.
When the User places an order (an “Order”) for Services through the Website or the PropertySpaces Application, the Order will automatically be sent to the requested Photographer. The Order sent to the Photographer will display the User’s information, the specifics regarding the requested photography services, the fee for Services that PropertySpaces will charge the User (“Services Fee”). The Photographer can then accept or decline the requested services. PropertySpaces reserves the right to adjust the Services Fee in any manner and at any time as it may determine in its sole and absolute discretion.
PropertySpaces automatically processes any monies owed to PropertySpaces under the User Agreement.
If a User wants to cancel an Order, after they have accepted it, they must immediately contact the Photographer and cancel the order via their User account.
A User’s cancellation should include the reason for cancellation. Each Photographer will have disclosed their cancellation fees and cut-off dates, and upon cancellation by the User, the Photographer will be entitled to charge the User such cancellation fees.
While PropertySpaces will make best efforts to process and access refund requests in a timely manner PropertySpaces cannot guarantee that it will be able to do so, and if the reason that the Order cannot be cancelled and refunded is because PropertySpaces was unable to action the refund request in time, PropertySpaces does not accept any liability for any costs, direct and indirect, and shall not be responsible for refunding the User’s Services.
Upon completion of the Services, the Photographer will issue a PayPal invoice to the User using the PropertySpaces platform. This invoice will have 45-day payment terms.
PropertySpaces reserves the right to terminate an Order if for any reason PropertySpaces is unable to process the Order through our Website or our PropertySpaces Application for any reason including but not limited to technology issues. In such instances PropertySpaces will inform the User and PropertySpaces will refund the Services Fee to the User as soon as possible within commercially reasonable standards factoring in such item as processing times for credit card vendors.
IF THERE IS ANY ERROR, ISSUE, OR PROBLEM WITH THE USER’S ORDER, THE USER MUST CONTACT THE PARTICIPATING PHOTOGRAPHER DIRECTLY TO RESOLVE THE ERROR, ISSUE, OR PROBLEM AND PROPERTYSPACES DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR RECTIFYING ANY INCORRECT ORDERS AS DESCRIBED HEREIN.
PropertySpaces reserves the right to modify or implement a new pricing structure at any time prior to billing the User for the User’s initial payment or for future payments due. The User understands and agrees that for Services provided on an appointment basis, the User will be responsible for a missed appointment fee as per the Photographer’s set cancellation fees. equal to all or a portion of the fees the User or other payor would have paid for the
The User acknowledges that their Photographer may charge additional fees for additional photography services requested but not quoted in the Website or the PropertySpaces Application.
The User hereby authorizes PropertySpaces through its payment processor, to charge their credit card or other payment means for Services Fees and Brokering Fees. This means that the processing of the User’s credit card will be subject to the terms, conditions and privacy policies of the Payment Processor and the User’s credit card issuer in addition to this Agreement. All credit card transaction payments for Orders are processed through PropertySpaces via our payment processing partners (“Card Processor(s)”). All Card Processors PropertySpaces uses are compliant with international secure third-party credit card payment processing standards. All encryption complies with international standards. Encryption is used to protect the transmission of personal information when completing online transactions. The Card Processor’s Internet servers are protected by firewalls and intrusion detection systems. Neither the participating Photographer or PropertySpaces does have any access to credit card details, and any data which PropertySpaces may have is solely for used for Order payment fulfillment and payments to participating Photographers and is safeguarded with commercially reasonable standards. WHILE PROPERTYSPACES TAKES ALL COMMERCIALLY REASONABLE EFFORTS TO SELECT REPUTABLE AND INTERNATIONAL STANDARDS COMPLIANT CARD PROCESSORS, PROPERTYSPACES DOES NOT HAVE ANY RESPONSIBILITY OR LIABILITY, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OF ANY NATURE WHATSOEVER WHICH MAY OCCUR THROUGH ANY THIRD PARTY CARD PROCESSOR’S NEGLIGENCE AND/OR DATA BREACH WHICH MAY BE CAUSED BY HACKING OR INCORRECT DATA HANDLING PROCEDURES BY A CARD PROCESSOR. FURTHER PROPERTYSPACES DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR ANY COMPROMISED DATA WHICH MAY OCCUR FROM PROPERTYSPACES DATA LOSSES OR CREDIT CARD INFORMATION IF SUCH DATA IS NOT THE RESULT OF OUR NEGLIGENCE OR FAILURE TO COMPLY WITH COMMERCIALLY REASONABLE STANDARDS FOR DATA PROTECTION. SAVE FOR ANY VALIDLY AGREED TO AND PROCESSED REFUNDS OF THE PRICE OF THE USER’S ORDER AS SET OUT ABOVE IN THIS AGREEMENT, IN NO EVENT WILL PROPERTYSPACES, AND/OR ITS VARIOUS PARTICIPATING PHOTOGRAPHER PARTNERS, AFFILIATES, LICENSORS, PARTNER COMPANIES, OR OTHER RELEVANT THIRD PARTIES INVOLVED IN FACILITATING THE SERVICES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO ECONOMIC LOSS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE SERVICES OR ANY FAILURE OR DELAY IN THE OPERATION OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.
This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture.
The Photographers are not employees of PropertySpaces and are solely independent contractors. The Photographer is solely responsible for the provision, supervision, and direction of the Services provided and shall be responsible for the manner in which the Services are performed, for the method employed in doing the same and for all acts and things done in the performance of the foregoing.All Photographers have their own independent business and other than using the PropertySpaces Application to receive and respond to User requests and other administrative agency services, are not in any other way associated with PropertySpaces.
PropertySpaces is not responsible for any issues the User may have with respect to the Photographer’s conduct, photography, artistic style, advice or information provided, or any other actions.The User will be required to enter into a separate contract with the Photographer pursuant to the terms contain in Schedule A. PropertySpaces is not a party to the relationship between the Photographer and the User, and shall not, in any way, be liable to a Photographer or User or any other third party, for any claims arising either directly or indirectly from such separate contracts.
The User acknowledges and understands that a service is a standalone Services with a Photographer and that the Photographer will not follow up after the User’s Services.
The User acknowledges that even after the Photographer accepts the User’s Services request, the Photographer may not be able to fulfill such Services request due to unforeseen circumstances. PropertySpaces makes no representation or warranty to the User that any Photographer will be available to provide the User with Services. The User acknowledge that the User’s Services request may be cancelled at any point in time before the Services occurs.
During the term of this Agreement, PropertySpaces shall respond in a timely basis to all reasonable requests by User for relevant information in support of User accessing the Website and the PropertySpaces Application hereunder. On reasonable notice, the User may request PropertySpaces to review the PropertySpaces Application in order monitor compliance with User’s obligations under this Agreement and Applicable Laws.
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, PROPERTYSPACES MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE WEBSITE AND THE PROPERTYSPACES APPLICATION IS PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROPERTYSPACES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE WEBSITE AND THE PROPERTYSPACES APPLICATION, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
The User consents to PropertySpaces collecting the precise location of the User’s device when the PropertySpaces Application is running in the foreground or background. If the User shall label certain locations, such as “home” and “work,” PropertySpaces may receive that information.
The User covenants and agrees that User shall keep confidential all Photographer information or confidential information provided by PropertySpaces for any purpose.
The User agrees to defend, indemnify, and hold harmless PropertySpaces, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claim, and expenses, including legal fees, that arise from the provision of Services in connection with the Website Application, or any Services, information or products from this Website Application, or any violation of this Agreement. PropertySpaces reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with PropertySpaces in asserting any available defences
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL PROPERTYSPACES BE LIABLE TO THE USER, PHOTOGRAPHER, OR ANY THIRD PARTY (INCLUDING ANY PROPERTY OWNER) FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY ANY PHOTOGRAPHERS THAT THE USER CONNECTS WITH VIA THE SERVICES, EVEN IF PROPERTYSPACES IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY OF PROPERTYSPACES FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND MALPRACTICE), OR OTHERWISE) OF EVERY KIND ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: THE SERVICES FEE AND ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION OF LIABILITY OF PROPERTYSPACES WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING FROM THE USE OF THE SERVICES.
For greater certainty, but not to limit the above in any manner, in no event will PropertySpaces, it's respective agents, employees, shareholders, officers, directors, contractors, legal advisors ("Representatives"), parent companies, affiliates, subsidiaries, and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out:
• Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence;
• The User’s access, use or inability to use PropertySpaces or the User’s use of any content on PropertySpaces;
• Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of PropertySpaces);
• Any unauthorized access to or use of PropertySpaces’s secure servers and/or any and all information stored therein;
• Any bugs, viruses, trojan horses, or the like which may be transmitted to or through PropertySpaces by any third party;
• Personal injury or property damage, of any nature whatsoever resulting from the User’s use of PropertySpaces or the Services of Photographers;
• Statements, services or conduct of the Photographers or any third party; and
• Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from registering, enrolling, or participating in PropertySpaces.
The User acknowledge that some parts of PropertySpaces are reliant on third-party service providers. Because of this, the User acknowledges that there may be interruptions in service or events that are beyond PropertySpaces’s control. The User understands and acknowledges that due to circumstances both within and outside of PropertySpaces’s control, PropertySpaces and the User’s access to it may be interrupted, suspended or terminated.
Except where prohibited by applicable law, the User waives any right the User may have to commence or participate in any class action against PropertySpaces related to any claim, and where applicable, the User also agrees to opt out of any class action proceedings against PropertySpaces.
In addition to the recognition that PropertySpaces is not a party to any agreement between the Photographer and the User, the User hereby releases the Representatives from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with the Photographer or any third party, whether it be at law or in equity. This release includes, without limitation, any disputes concerning the performance, function, and quality of the Services provided to a User by a Photographer.
By entering into this Agreement, the User expressly consents to receiving electronic messages from PropertySpaces which messages shall provide information related to the PropertySpaces Application. If User wishes to use the PropertySpaces Application on a mobile device, such User further expressly consent to the installation of the Website (and any updates) required to use the PropertySpaces Application as an application on mobile devices. Users may contact PropertySpaces at the email located below in order to cancel their consent to receive electronic messages and/or website updates at any time.
All notices and communications required or permitted under this Agreement to PropertySpaces will be in writing and will be sent by email, without receipt required. Only when a read-receipt has been received by the Photographer, or PropertySpaces has replied to Photographer’s message, will the notice be considered delivered and received. Photographer may send notices to: *
A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The User’s Email Address as documented in the Registration Confirmation. Notices will be deemed to have been given upon the next full business day in the Province of Ontario after being sent.
Time shall be of the essence in the performance of the User’s obligations under this Agreement and of every part thereof, and no extension or variation of this Agreement shall operate as a waiver of this provision.
This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing. PropertySpaces may at any time modify the terms of this Agreement by updating these terms. The continued use of the Website or the PropertySpaces Application constitutes acceptance of modifications to this Agreement
This Agreement may not be assigned or subcontracted (in whole or in part) by User, and any assignment or subcontract is void ab initio.
PropertySpaces shall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the website or systems of a third party. If such a delay occurs, performance obligations shall be deemed extended for a period equal to the delay.
The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the province of Ontario with respect to any dispute arising hereunder. This agreement and any sales thereunder shall be deemed to have been made in the province of Ontario and shall be construed and interpreted according to the laws of the province of Ontario and the applicable laws of Canada. PropertySpaces and the User expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time.
The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
The failure of PropertySpaces to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of PropertySpaces’s right to assert or rely upon any such provisions.
The terms and conditions of Section 6.0 (CONFIDENTIALITY AND NON-DISCLOSURE), Section 7.0 (INDEMNITY AND LIMITATION OF LIABILITY) and Section 8.0 (GENERAL), as well as any indemnity specified in this Agreement, will survive any termination of this Agreement.
By accepting this Agreement, the User agrees to contract with the Photographer and Photographer agrees to contract with the User pursuant to the following terms:
1. The terms of the Agreement are incorporated by reference, as applicable;
2. These Terms does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture;
3. The User and Photographer shall:
4. If the User is a REALTOR®, the User agrees to comply with all professional rules governing the profession. The User further agrees that:
5. If the Order includes any room measurements and floor plans, the User acknowledges that any measurements are not to be relied upon. The User is responsible for confirming any measurements they will be relying upon.
6. The User agrees to defend, indemnify, and hold harmless the Photographer, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claim, and expenses, including legal fees, that arise from the provision of services by the Photographer or any violation of these Terms.
7. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE PHOTOGRAPHER BE LIABLE TO THE USER OR ANY THIRD PARTY (INCLUDING ANY PROPERTY OWNER) FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY ANY PHOTOGRAPHERS THAT THE USER CONNECTS WITH VIA THE SERVICES, EVEN IF THE PHOTOGRAPHER IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY OF THE PHOTOGRAPHER FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND MALPRACTICE), OR OTHERWISE) OF EVERY KIND ARISING OUT OF THESE TERMS WILL NOT EXCEED THE LESSER OF: THE SERVICES FEE AND ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION OF LIABILITY OF PHOTOGRAPHER WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING FROM THE USE OF THE SERVICES.
8. The User acknowledge that some parts of the Services provided by the Photographer are reliant on third-party service providers. Because of this, the User acknowledges that there may be interruptions in service or events that are beyond the Photographer’s control. The User understands and acknowledges that due to circumstances both within and outside of the Photographer’s control, PropertySpaces and the User’s access to it may be interrupted, suspended or terminated.
9. The Photographer may subcontract or use a subcontractor to perform part of the Services in an Order.
10. Photographer is, and shall be, the sole and exclusive owner of all right, title and interest in and to the deliverables in the Order, including all Intellectual Property Rights where "Intellectual Property Rights" means rights in all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, (e) industrial designs and design rights, and (f) all other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
11. The Photographer hereby grants User a limited, revocable, non-transferable, non-sublicensable, Canada-wide one year licence to use deliverables solely to the extent reasonably required to advertise and promote the content contained in the Order. All other rights are expressly reserved by Photographer. The license automatically lapses one year after the deliverables are delivered.