Terms And Conditions Of Use

1.1.

We reserve the right in our sole discretion to revise and update the Terms and Conditions from time to time. Any and all such modifications will be effective upon 30 days from posting of such modifications on or through the Platform and apply to all access to and continued use of the Platform. You agree to periodically review the Terms and Conditions in order to be aware of any such modifications and your continued use of the Services shall be your acceptance of the modifications.

2.1.

We will (a) make the Platform and Services available to an Account Holder pursuant to these Terms and Conditions, (b) provide applicable standard support for the Services to Account Holder at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we will provide reasonable advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

2.2.

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by our personnel except (a) to provide the Platform and Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.5 below, or (c) as a Account Holder or Visitor expressly permits in writing.

3.1.

Certain features of the Platform or Services can be used or accessed only by holders of an account (“Account”). To set up an account, you must complete the sign-up form on the Platform and accept these Terms and Conditions.

3.2.

There are two types of account holders, those who are real estate agents (“Account Holders”) and those who are clients of an Account Holder (“Visitors”). All Account Holders and Visitors:

3.2.1.

agree to provide true, accurate, current and complete information about yourself and/or the company that you represent;

3.2.2.

acknowledge and agree that you are fully responsible for all activities that occur under your Account, and accept all liability for any acts or omissions arising out of your use of the Platform and Services, even if such acts or omissions are not specifically authorised by you;

3.2.3.

acknowledge and agree that any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential. You understand and agree that your Account is personal to you and you agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security; and

3.2.4.

acknowledge and agree that if you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse any and all current and future use of the Platform and Services by you. Account information and certain other information about you is subject to our Privacy Policy; and

3.2.5.

acknowledge and agree that the transmission of information via the Internet is not completely secure. Although we do our best to protect your information, we cannot guarantee the security of your information transmitted to our Platform. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.

3.3.

As an Account Holder, you further:

3.3.1.

represent and warrant to us that you are a REALTOR® with a valid real estate agent license, and has the authority and consent, as applicable, from your local real estate board, broker and any other authority to enter into these Terms and Conditions; and

3.3.2.

covenant that you will comply with all applicable laws and Multiple Listings Service® (“MLS®”) rules and regulations while being an Account Holder. We are not responsible nor liable for any actions taken by you as an Account Holder that may violate any laws or MLS® rules and regulations.

3.4.

As a Visitor, you further represent and warrant that:

3.4.1.

you are the client of at least one REALTOR® who is an Account User;

3.4.2.

you have read and understood and agree with the privacy notice or privacy policy of your local real estate board; and

3.4.3.

your use of the Services is in compliance with all applicable regulations, rules and requirements of your local real estate board.

4.1.

new Account Holder may be enmodalTitled to a free trial (“Free Trial”) to temporarily access certain paid Services. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactive the Account, Account Holder is required to select a suitable plan and pay the first Fee under the selected plan. If the Account Holder does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, we have the right to permanently delete your Account, including all Client Data therein.

5.1.

The use of an Account is subject to a fee (“Fee”). Upon sign-up for an Account, the Account Holder will select a plan to use the Services on a subscription basis (each “Plan”). Account Holders may also add certain optional “pay-as-you-go” (“PAYG”) services to their selected Plan.

5.2.

For Account Holders who subscribes to a Plan, the applicable Fee is charged in advance on monthly payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Account Holder did not use an activated Account, used it only partially, or deactivated the Account, downgraded a Plan, or terminated these Terms or Conditions during an ongoing payment interval.

5.3.

Your access to PAYG Services will cease once your daily budget is reached. The PAYG Services will resume on the next calendar day. The actual amount spent daily might be 10% greater or less than your budget due to traffic fluctuation and system delays.

5.4.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Account Holders are solely responsible for the payment of such taxes, levies or duties.

5.5.

The Fees are subject to change upon 30 days notice from My GoodReal. Such notice may be provided at any time by posting the changes on the Platform or by a written notice to the Account Holder.

5.6.

Any questions or discrepancies regarding Fees must be reported to us within 90 days of the date of our invoice or other statement. Failure to notify us within this time period will constitute Account Holder’s acceptance of such Fees.

5.7.

An Account Holder has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by us. In such an event, Account Holder’s credit card on file with us will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

5.8.

Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of certain Client Data.

6.1.

We will seek pre-authorization of an Account Holder’s payment card account prior to your purchase of Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize us to charge all sums described in these Terms and Conditions to such card account. You agree to provide us updated information regarding your payment card account upon our request and any time the information earlier provided is no longer valid.

6.2.

charge of CAD$20 will apply for any dishonored payments or credit card chargebacks, and a late payment charge of 2% per month will apply on any amounts remaining unpaid for more than 10 days after the 1st of each month.

7.1.

We may, without liability, suspend your Account if any Fees remain unpaid 10 calendar days after the payment due date, or if you use or allow other to use the Platform or Services not in compliance with these Terms and Conditions or applicable laws.

7.2.

If an Account is suspended pursuant to Section 7.1,

7.2.1.

the Platform, Services and all functions of the Account will immediately stop functioning;

7.2.2.

if the Account is suspended due to late payment of Fees, the Account will be unsuspended in two business days once all outstanding Fees are paid in full;

7.2.3.

if the Account is suspended due to incompliance with the Terms and Conditions, the Account may be unsuspended at the discretion of My GoodReal, after all non-compliances are cured;

7.2.4.

the Client Data associated with the Account will be immediately inaccessible. All files and data will be archived after 60 calendar days of the suspension date; and

7.2.5.

a reconnection fee of CAD$100 will be charged to restore the archived Client Data.

7.3.

All archived Client Data will be purged and cannot be restored after 365 calendar days of the Account suspension date.

7.4.

These Terms and Conditions and your Account may be terminated as follows:

7.4.1.

by you at anytime by following the instructions on our Platform;

7.4.2.

by us upon [90 days] prior written notice to you;

7.4.3.

by us if your Account remains suspended for 365 calendar days or longer; or

7.4.4.

by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is included or n assignment is made on behalf o the other party for the benefit of creditors.

7.5.

You acknowledge and agree that as an Account Holder, you are responsible for cancelling your Account before the expiry of a Plan to avoid auto-renewal charges.

7.6.

Upon termination of these Terms and Conditions and your Account in accordance with Section 7.4:

7.6.1.

we will deactivate and permanently delete the Account, within twelve months of the effective date of termination. If you have specifically requested for an earlier deletion of your Account, we will fulfill such request within one month of our receipt of such request.

7.6.2.

you must:

(1)

stop using the Platform and Services;

(2)

pay any amounts owed to us under these Terms and Conditions; and

(3)

discharge any liability incurred by you under these Terms and Conditions prior to the effective date of termination; and

7.6.3.

The following provisions shall survive the termination of these Terms and Conditions: Sections 9.6, 12, 13, 15, 16 and 17 and 18.

7.7.

Domains registered under unsuspended Accounts will not be renewed.

8.1.

Your account with us will become inactive after 180 days of registration or as otherwise required by you the local real estate board. You may re-activate your account by sending us a request.

8.2.

If your REALTOR® is an Account Holder and fails to pay us in accordance with his/her selected PLAN, your information may no longer be accessible by the Account Holder until the Account Holder makes payment to us in full.

9.1.

As an Account Holder, you may submit, post, upload, transmit or otherwise provide files, digital data and information (“Client Data”) through the Platform. All Client Data and any processing of such Client Data must be in compliance with these Terms and Conditions and applicable law. All rights, title and interest in and to the Client Data belong to you or third parties (including your clients, other persons and organizations) whether provided by you or made available on or through the Services by us.

9.2.

As the Account Holder, you shall:

9.2.1.

not create, transmit, display or otherwise make available any Client Data that violates the terms of these Terms and Conditions, the rights of My GoodReal, other Account Holders, Visitors or third parties or is harmful (e.g. contain viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

9.2.2.

have the necessary rights to use the Client Data, including to upload it to the Platform and process it by means of the Account; and

9.2.3.

not give the impression that the Client Data originate from or are endorsed by us or any other person or entity, if this is not the case.

9.3.

By providing Client Data to us through the Platform, you hereby grant us and our licensees, successors, and assigns the right to a world-wide, royalty free, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose the Client Data for the purpose of providing the Services to you.

9.4.

We do not guarantee any accuracy with respect to any information contained in any Client Data. You understand that you are entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Platform by you, as well as for any actions taken by us or other Account Holders or Visitors as a result of such Client Data.

9.5.

We are not obliged to pre-screen, monitor or filter any Client Data or acts of their processing by you in order to discover any unlawful nature therein. However, if we discover or if there is reason to believe that certain Client Data or the processing thereof is unlawful or not compliant with these Terms and Conditions, we have the right to:

9.5.1.

notify you of such Client Data;

9.5.2.

deny the publication of such Client Data on the Platform;

9.5.3.

demand that you bring such Client Data into compliance with these Terms and Conditions and applicable law; and

9.5.4.

without notice, temporarily or permanently remove such Client Data from the Platform or Account, restrict access to or delete such Client Data.

9.6.

We may disclose your Client Data to the extent compelled by law to do so. In such instance, we will use commercially reasonable efforts to provide you with prior notice of the compelled disclosure (to the extent legally permitted) and you shall provide reasonable assistance, at your cost, if you wish to contest the disclosure. If we are compelled by law to disclose your Client Data as part of a legal proceeding to which we are a party, and you are not contesting the disclosure, you will reimburse us for our reasonable cost of compiling and providing secure access to that Client Data.

10.1.

You as an Account Holder can earn referral credits by referring new customers to us. For each new customer that you refer to us, if the customer becomes an Account Holder on a subscription basis, then 10% of the Fees paid under the Plan selected by the new Account Holder will be credited to your Account as referral credits (“Credits”).

10.2.

Credits can only be used to pay for Fees payable under your Account and will be applied automatically, before your payment card is charged. Credits cannot be redeemed as money and cannot be transferred to another Account.

10.3.

Credits will not expire. However, if your Account is terminated, all Credits will be cleared and cannot be restored.

11.1.

We reserve the right to modify the Services or any part thereof from time to time without prior notice, including, without limitation:

11.1.1.

rebranding the Services at our sole discretion;

11.1.2.

improving current technology and support capabilities, or ceasing providing or discontinuing the development any particular Service or part of the Platform temporarily or permanently; or

11.1.3.

taking such action as is necessary to preserve our rights upon any use of the Services that may be reasonably interpreted as violation our intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

11.2.

As applicable, you may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Services, will become effective 30 days before the effective date of such modification.

11.3.

If you do not accept the modification, you shall notify us before the effective date of the modification, and these Terms and Conditions will terminate on the effective date of the modification. Your continued use of the Services, or any part or element thereof, after the effective date of a modification shall indicate your consent to the modifications. We shall not be liable to you or to any third person for any modification, suspension or discontinuance of the Services, or any part or element thereof.

12.1.

All Account Holders and Visitors shall use the Platform and Services only in the scope, with the means and for purposes as identified in these Terms and Conditions and applicable law. By way of example, Account Holders or Visitors may not:

12.1.1.

use the Platform or Services to commit an unlawful act, breach any applicable law or advocate, promote, or assist any unlawful act;

12.1.2.

involve, provide or contribute any false, inaccurate or misleading information through the Platform;

12.1.3.

copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Platform or Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that we are not permitted by that applicable law to exclude or limit the foregoing rights;

12.1.4.

through the Platform, transmit, or procure the sending of, any advertisements or promotions, without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;

12.1.5.

circumvent or violate the security of this Platform, including, without limitation: (a) accessing content and data that is not intended for you; (b) breaching the security and/or authentication measures which are not authorized; (c) disrupting network services and otherwise disrupting our ability to monitor the Platform; (d) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (e) introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mail bombing or crashing; (g) using the Platform to store illegal/pirated software, store or use any type of software intended for hacking/cracking purposes, store or sell bulk e-mail lists intended for spamming or resale purposes; and (h) otherwise attempting to interfere with the proper working of the Platform.

12.1.6.

sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Services available in whole or in part to any third parties; or

12.1.7.

establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Platform must not be framed on any other site, nor may you create a link to any part of our Platform other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

13.1.

You understand and agree that the Platform and Services including without limitation all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by us, our licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

13.2.

Our company name, company logo and all other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Platform are trademarks of My GoodReal or our affiliates or licensors. You must not use any of the foregoing without our prior written permission. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

13.3.

You acknowledge that the "Powered by My GoodReal" badge/message with a backlink connecting to the Website appears at the bottom of each page, messages, pdf file and/or any other materials provided by My GoodReal. Account Holders who remove this "Powered by My GoodReal" badge will is required to pay an additional $100.00 per month per Plan.

13.4.

Subject to these Terms and Conditions, we grant you a non-exclusive, non-transferable, non-sub-licensable license to use the Platform and Services solely for your personal and non-commercial use provided that you retain all copyright and proprietary notices that are contained in such part of the Services. You expressly acknowledge that you do not acquire any ownership rights by using the Platform or Services or downloading any copyrighted material from or through the Platform or the Services. You shall not copy, distribute or publish any part of the Services or any information obtained or derived therefrom except as permitted on or through the Services or as otherwise permitted by applicable law.

13.5.

We may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. We will not otherwise use or display Client Data without an Account Holder’s written consent. Account Holders hereby expressly grant us the right to use and analyze aggregate system activity data associated with use of the Services by the Account Holder for the purposes of optimizing, improving or enhancing the way the Services operate, and to create new features and functionality in connection with the Services in our sole discretion.

13.6.

An Account Holder is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Service. In connection with Client Data, the Account Holder affirms, represents, and warrants that: (a) the Account Holder either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize us to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to the Client Data in a manner consistent with the intended features of the Services and these Terms and Conditions, and to grant the rights and license set forth in these Terms and Conditions; and (b) Client Data, our or our licensee’s use of such Client Data pursuant to these Terms and Conditions, and our or our licensee’s exercise of the license rights set forth in Section 12.5, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable law or regulation anywhere in the world; or (iii) require obtaining a license from or paying any fees and/or royalties by us to any third party for the performance of any Services the Account Holder has chosen to be performed by us or for the exercise of any rights granted in these Terms and Conditions.

13.7.

You are not permitted to modify copies of any materials from this Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform.

13.8.

If you provide us with any comments, bug reports, feedback, or modifications (“Feedback”) for the Services, we shall have the right to use such Feedback at our discretion, including without limitation the incorporation of such Feedback into the Services. You hereby grant us a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. We shall have the right to modify or remove any Feedback provided in the public areas of the Platform if we deem, at our discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

14.1.

The Platform may include links or pointers to third-party websites or services (“Linked Sites”). We make no representations about such Linked Sites. If you choose to access a Linked Site, you do so at your own risk. We have no control over the contents of any such Linked Sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such Linked Sites.

14.2.

The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of My GoodReal. Neither My GoodReal nor our directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

15.1.

UNLESS OTHERWISE EXPRESSLY STATED BY US, THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15.2.

UNLESS OTHERWISE EXPRESSLY STATED BY MY GOODREAL, WE DO NOT MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

15.3.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16.1.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL MY GOODREAL OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, SERVICES, ANY LINKED SITES OR ANY CONTENT, MATERIALS, POSTING OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

16.2.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR’S PAYMENT OBLIGATIONS UNDER THESE TERMS AND CONDITIONS.

17.1.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless My GoodReal, our directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Platform or Services, including, but not limited to, your Client Data and any use of the Services not expressly authorized in these Terms and Conditions.

18.1.

The relationship between My GoodReal and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms and Conditions or use of the Platform or Services.

18.2.

The Terms and Conditions and their performance shall be governed by the laws of the Province of British Columbia, Canada without regard to its conflict of law provisions. You consent and submit to the exclusive jurisdiction of the courts located in the City of Vancouver, in the Province of British Columbia, Canada, in all disputes arising out of or relating to the use of the Platform and Services and these Terms and Conditions.

18.3.

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18.4.

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

18.5.

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

18.6.

The Terms and Conditions (including all documents incorporated by reference) constitute the sole and entire agreement between you and My GoodReal regarding the Platform and Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.