Terms and conditions

Openroom | Terms and conditions

Last Updated: June 11, 2024

The following terms of service, together with any documents or additional terms they expressly incorporate by reference (collectively, the “Terms of Service”) govern your access to and use of: (a) our website available at openroom.ca and any related mobile application (the “Site”); (b) any text, pictures, media, data, information, materials, functionality and other content (collectively, the “Content”) contained on or provided through (a); and (c) the services described in these Terms of Service as well as all other products or services provided by us to you on or through the Site (collectively, the “Products and Services”). References in these Terms of Service to the Site will include, where applicable, the Content and the applicable Products and Services.

These Terms of Service form an agreement between Openroom Inc. (“Openroom” “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Site (“use” or “using” in these Terms of Service will mean any of the foregoing).

BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS OR BY USING THE SITE IN ANY WAY, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE YOU MUST NOT ACCESS OR USE THE SITE.

IF YOU ARE USING THE SITE ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.

These Terms of Service do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any Products and Services.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS INTENDED TO PROVIDE YOU WITH GENERAL INFORMATION AND ANY CONTENT CONTAINED ON OR RECEIVED THROUGH THE SITE (INCLUDING, FOR GREATER CERTAINTY, THROUGH THE PRODUCTS AND SERVICES) IS NOT BUSINESS, LEGAL, OR PROFESSIONAL ADVICE OF ANY KIND AND SHOULD NOT BE RELIED UPON IN THAT REGARD.

1. Changes to these Terms of Service and the Site

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Service at any time. When we change these Terms of Service, we will: (i) place a notice on the Site, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of the Terms of Service to the Site; and (iii) update the “Last Updated” date at the top of these Terms of Service. We may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Site is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Site. Otherwise, your continued access to or use of the Site after any changes to these Terms of Service indicates your acceptance of such change(s).

(b) We reserve the right to change the Site at any time, without notice. We may, at our discretion, suspend your access to or use of the Site or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Service; or (iii) to address any emergency security concerns. You may need to update third-party software from time to time in order to use the Site.

2. User Account

(a) To access certain features of the Site, you may be required to successfully sign up for a user and establish a username and password login credentials (the “User Account”). If you establish a User Account, you will keep your User Account secure and will not grant access to or otherwise share your User Account with any other person, unless otherwise expressly permitted under these Terms of Service. You must provide us with true, accurate, current and complete information for your User Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site. You agree to keep your contact information associated with your User Account current and accurate at all times.

(b) You must keep your User Account and all other login information confidential. Unless otherwise expressly permitted under these Terms of Service, you cannot register more than one User Account, register for a User Account on behalf of an individual other than yourself without such individual’s authorization, or register for a User Account on behalf of any group or entity. You must monitor and control all activity conducted through your User Account in connection with the Site. You must promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your User Account, including any loss, theft, or unauthorized disclosure or use of a User Account. You will not use anyone else’s User Account at any time, without the permission of the User Account holder. You will not attempt, in any manner, to obtain the password, account, or other security information from any other User.

(c) We reserve the right to disable any User Account issued to you at any time at our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Site (or any portion thereof).

(d) We are entitled to act on instructions received through your User Account. We are not responsible for any actions taken or transactions made to or from your User Account by any other party using your User Account. You are solely responsible for any and all use of your User Account and all actions and activities that occur under or in connection with the User Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Site and your account, including without limitation terminating your User Account, changing your password, or requesting additional information to authorize transactions on your User Account. You agree to be responsible for any act or omission of any Users that access the Site under your User Account that, if undertaken by you, would be deemed a violation of these Terms of Service.

(e) If you establish a User Account, you must consent to the profile information connected with your User Account, which may include Personal Information (defined below), being shared with other users of the Site through the User Database (defined below).

3. User Data, User Submissions, and Privacy

(a) You grant to us and any of our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Site, including Dispute Decisions, Overdue Payment Reports, Payment Reports and Repayment Evidence (each as defined below), as applicable (collectively, “User Data”): (i) to develop, enhance and make available the Site; (ii) to provide the Products and Services to you and our other users; (iii) to develop and enhance the Products and Services and such other products and services that we develop from time to time, including to train and otherwise use the artificial intelligence models underlying our Products and Services or such other products and services that we develop from time to time, either directly, or through a third party service provider; and (iv) to produce data, information, or other materials that are not identified as relating to a particular individual or entity (such data, information and materials described in (iv) being the “Aggregated Data”). We and any of our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term (as defined below) for any purpose and without obligations of any kind. To the extent permitted by applicable law, we will not be liable for any failure to store, or for loss or corruption of your User Data.

(b) Please review our current privacy policy, available at https://openroom.ca/privacy (“Privacy Policy”), which contains important information about our practices in Handling information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Service. The term “Handle” and “Handling” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage or otherwise handle.

(c) If you as a User post or publish Content that you upload, post, e-mail, transmit or otherwise make publicly available on the Site, including Dispute Decisions, Overdue Payment Reports, Payment Reports, and Repayment Evidence, as applicable (a “User Submission”), you grant us and any of our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and licence to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and otherwise disclose to third parties, the User Submission (in whole or in part) for any purpose and/or to incorporate it in other works in any form, media or technology now known or later developed, throughout the world without compensation to you, for the full term of any worldwide intellectual property right, including moral rights, that may exist in the User Submission. You further waive any moral rights or other rights of authorship as a condition of uploading, posting, e-mailing, transmitting or otherwise making publicly available on the Site, any of the User Submission. You grant each User of the Site a non-exclusive, perpetual licence to access the User Submission through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submission including after your termination of your User Account on the Site. We reserve the right to remove, edit, limit, or block access to the User Data and any User Submission at any time and from time to time, and to disable or terminate your User Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Service. We have no obligation to display or review your User Data or any User Submission.

(d) You understand and agree that you, and not the Provider Related Parties are fully responsible for any and all User Submissions, and you are fully responsible and legally liable, including to any third party, for any such content and its accuracy. The Provider Related Parties are not responsible or legally liable to any third party for the content or accuracy of any User Submission or such content uploaded, posted, e-mailed, transmitted or otherwise made publicly available on the Site by any other User.

(e) You represent and warrant to us that: (i) the User Data and User Submission will only contain your own Personal Information or Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all legal authority, in each case as required by contract or applicable laws, to enable us to make available the Site and Handle the User Data as contemplated under these Terms of Service, including to perform the Products and Services, as applicable, and to disclose and transfer Personal Information to third parties as contemplated under these Terms of Service; (ii) you own or control the appropriate rights in and to the User Data and User Submission, including any intellectual property owned by third parties and including the right to grant the licences to any User Submission contained herein; and (iii) you will not submit, upload, or otherwise make available via the Site, any User Data that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the licences and permissions as described herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (C) breach or violate any applicable laws or these Terms of Service.

4. Description of Products and Services

(a) We make Products and Services available for purchase by Users (as described in Section 5) through the Site for the price set out on the Site. Certain Products and Services are available for Users free of charge, as set out on the Site. We reserve the right, but are not obligated, to limit the availability and sale of our Products and Services to any User, person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of Products and Services or Product and Service pricing are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any Product and Service at any time. Any offer for any Product and Service on this Site is void where prohibited. We may engage third parties to provide some or all of the Products and Services on our behalf.

(b) In accordance with Section 5 and subject to User’s compliance with these Terms of Service, Openroom will make the following products and services available to Users through the Site: (i) access to a searchable database whereby Users can view and upload Dispute Decisions (defined below)

(c) The term “Dispute Decision” means orders, decisions and judgements arising from or related to the adjudication of landlord/tenant disputes in courts, tribunals, hearings and other publicly available dispute resolution proceedings that may be uploaded to the Site by a User or obtained by Openroom from publicly available information.

(d) We may delegate or subcontract all or any part of the provision of the Products and Services to any person without the prior written consent of User.

5. Orders, Subscriptions & Payment

(a) These Terms of Service will govern any orders you make through the Site (each, an “Order”) for the selected Products and Services. Certain Products and Services are available for purchase on a subscription basis only, as set out on the Site, whereby Openroom will provide User access to such Products and Services for a 30-day period (such subscription, a “Subscription” and such 30-day period, the “Initial Subscription Term”). Your purchase of an Order through the Site is an offer to purchase certain Products and Services and we may accept your Order by providing an electronic or other form of Order confirmation. For any reason, we may decline to accept your Order or any part of your Order. If we decline to accept your Order, we will attempt to notify you at the email address you provided. For Subscriptions, following the Initial Subscription Term, the Subscription will automatically renew for successive 30-day periods (each a “Renewal Subscription Term” and together with the Initial Subscription Term, the “Subscription Term”) and you will be charged a monthly payment in the amount set out on the Site for each Renewal Subscription Term until you cancel. You must authorize Openroom to charge your account at the start of the Initial Subscription Term and every 30 days from then until you cancel the Subscription. A cancellation will be effective on the next renewal date of your Subscription.

(b) To pay for an Order, you will need to provide us or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process each monthly payment from you, including the billing information requested on the Site or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Service and our Privacy Policy. To the fullest extent permitted by applicable law, we are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Order via credit card or any other manner then available on the Site or on the applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience and in the case of a Subscription, on a monthly basis for each Subscription Term. You represent and warrant that you will not use any credit card or other method of payment unless you have all necessary authorization to do so. We and any Payment Processor are not liable in the event persons acting with or without your permission use your credit card or other method of payment to make purchases on the Site or the Payment Processor’s platform; however you may report any unauthorized use to us or the Payment Processor, and we and the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your credit card or other method of payment. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. For a Subscription, you must ensure that your payment details are true, accurate, current, and complete at all times. You must promptly update your payment details to reflect any changes, including a change in billing address, credit card number or credit card expiration date. You must promptly notify us and the Payment Processor if your payment method is cancelled for any reason or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your login credentials, user name or password for your User Account.

6. Promotional Offers

To the extent we run any promotional offers on the Site, the terms of any such promotion will be posted on the Site. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of any such promotional offer and end such promotional offer at any point. Promotional offers may not be available in your jurisdiction.

7. Updates and Upgrades

You acknowledge that we may from time-to-time issue updated or upgraded versions of the Site, and may (subject to your device settings) automatically electronically update or upgrade the version of the Site that you are then currently using on your browser. You consent to receive updates or upgrades to the Site automatically without providing further consent each time. The Site (including any updates or upgrades) may: (a) cause your device to automatically communicate with our servers to deliver the functionality described in the Site description or through new features as they are introduced, and to record usage metrics; (b) affect preferences or data stored on your device; and (c) collect Personal Information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Site works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at hello@openroom.ca.

8. Ownership of and Licence to the Site

(a) Neither these Terms of Service nor your use of the Site grants you ownership in the Site. All right, title and interest, including intellectual property rights, in and to the Site (which, for certainty, includes the Content) and the Products and Services, including any updates, adaptations, translations, customizations or derivative works thereof, will remain our (or our third-party suppliers) sole and exclusive property. Subject to your compliance with these Terms of Service, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable limited license and right during the Term to use the Site (which, for certainty, includes the Content) solely in connection with your receipt of the Products and Services. For the avoidance of doubt, you may only use the Content as expressly permitted herein. The Site and all materials provided by us hereunder are made available or licensed and not “sold” to you. We reserve all rights not expressly granted to you in these Terms of Service.

(b) Certain elements of the Site are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Site or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.

(c) The name “OPENROOM” is the trademark and trade name of Openroom Inc. Any trademarks, graphics, logos or other commercial symbols appearing in or on the Site (the “Openroom Marks”) are our (or our licensors) sole and exclusive property. Notwithstanding any other rights granted herein, you may not use the Openroom Marks in any manner without our express written consent.

(d) Any use of third-party software provided in connection with the Site will be governed by such third parties’ licences and not by these Terms of Service.

9. Additional Terms

Your access to and use of certain functionalities provided in or through the Site may be subject to additional terms and conditions presented to you by us or our service providers, including the Privacy Policy. Such additional terms and conditions are incorporated herein by reference and you agree to comply with such additional terms and conditions at all times. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Service, then the provisions of these Terms of Service will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Service do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

10. Your Responsibilities

In additional to all other obligations expressly set out in these Terms of Service, you agree to: (a) prevent unauthorized access to or use of the Site; (b) maintain, protect and make backups of your User Data; (c) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy laws and anti-spam; (d) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law; and (e) except as authorized by applicable law, you agree not to export, re-export or transfer the Site or any part thereof to any country, person, entity or end-user subject to any applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations and laws both foreign and domestic.

11. No Unlawful or Prohibited Uses

You will not use the Site for any purpose other than to access and use the Site in accordance with these Terms of Service. Without limiting the generality of the foregoing, you will not, directly or indirectly, as applicable: (a) disable or interfere in any way with servers or networks connected to the Site; (b) attempt to gain unauthorized access to the Site; (c) transmit or communicate in any way on the Site any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; (d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Site or any part thereof or otherwise attempt to discover any source code; (e) use the Site for the purpose of building a similar or competitive offering; (f) violate the terms of use of any third party website that is linked to the Site; (g) advertise to, or solicit, any User to buy or sell any third party products or services, or use any information obtained from the Site in order to contact, advertise to, solicit, or sell to any User without their prior express consent; (h) encourage any other commercial activities, including, without limitation, any “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation not expressly permitted in these Terms of Service or on the Site; (i) publish or in any way distribute the Content except as may be expressly permitted in these Terms of Service or on the Site; (j) reidentify the Content to associate the Content with an individual or specific mobile device by using any method, including merging external data with the Content, or use the Content to attempt to identify the behaviour of a known individual for any reason; (k) copy or store any significant portion of the Content; (l) mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (m) authorize, permit, enable, induce or encourage any third party to do any of the above.

12. Communications

To the extent the Site allows you to interact with other Users, you are solely responsible for any interactions with other Users of the Site, including any communications that you exchange through the Site. We reserve the right, but have no obligation, to review disputes between you and other Users of the Site, including the right to review communication exchanged through the Site, based on any reports that we receive alleging the violation of these Terms of Service. Though we strive to enforce the Terms of Service with all of our Users, you may be exposed through the Site to Content that violates our policies or is otherwise offensive. You access the Site at your own risk. We may, but are not obligated to, remove Content from the Site for any reason, including if we determine or suspect that such Content violates these Terms of Service. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Site whether it violates our content policies or not. To the fullest extent permitted by applicable law, you hereby release us from all liability for you having acquired or not acquired Content through the Site.

13. Confidentiality

We do not guarantee the confidentiality of any communications made by you through the Site. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Site. You acknowledge that in the course of using the Site, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Service or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Service, you shall destroy, return or delete any such confidential information in your possession.

14. Feedback

You agree that any suggestion, feedback or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Service or otherwise will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and any of our affiliates and, if applicable, our service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and licence to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. You hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

15. Third-Party Content, Websites or Services

(a) The Site may provide or publish links or access to third-party content, websites, or services. Likewise, we may allow you to access the Site from third-party systems. We do not represent that we have reviewed such third-party websites and are not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites, or services are the property of their respective owners. We do not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, or services, or to access the Site from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third- party content, websites, services, or systems and agree to accept and comply with any such terms of use.

(b) Your interactions with any other entities and/or individuals found on or through the Site, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities and/or individuals. You agree that to the fullest extent permitted by applicable law we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

16. Malicious Code and Security

The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or mobile device or that the Site, or any links from the Site, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Site.

17. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SET OUT IN THESE TERMS OF SERVICE, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT, UNLESS OTHERWISE EXPRESSLY SET OUT IN THESE TERMS OF SERVICE, THE SITE AND ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN THESE TERMS OF SERVICE OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE AND PRODUCTS AND SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE SITE AND PRODUCTS AND SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SITE. IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION TO THE PRODUCTS AND SERVICES OR OUR PROVISION THEREOF FOR WHATEVER REASON, EVEN IF WE HAVE BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF THE PRODUCTS AND SERVICES OR PROVISION THEREOF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS WE HAVE IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, WE WILL USE REASONABLE EFFORTS TO PROVIDE THE PRODUCTS AND SERVICES AS SOON AS REASONABLY POSSIBLE.

18. Non-Reliance

(a) YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS NOT INTENDED TO PROVIDE LEGAL ADVICE OR LEGAL SERVICES AND DOES NOT CONSTITUTE LEGAL ADVICE OR LEGAL SERVICES, AND IS NOT A REPLACEMENT FOR THE ADVICE OF A PROFESSIONAL. ACCORDINGLY, YOU WILL EXERCISE YOUR OWN GOOD JUDGEMENT AND SEEK THE ADVICE OF A LEGAL PROFESSIONAL AS APPROPRIATE IN YOUR CIRCUMSTANCES WHEN REVIEWING OR USING ANY INFORMATION MADE AVAILABLE TO YOU IN CONNECTION WITH THE SITE.

(b) You acknowledge and agree that: (a) the User Database may not accurately reflect the landlords and tenants using the Site and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information; (b) the information contained about a particular user (including Validated Tenants) available through the User Database may not be accurate or complete and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information; (c) any Dispute Decisions may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information or developments in the applicable dispute; (d) any Template Documents may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information or developments in the law; (e) any ratings or reviews on the Site: (i) are submitted by other Users of the Site; (ii) may not be complete, accurate, or up-to-date; and (iii) do not represent our views or opinions; (f) the inclusion of any user in the User Database is not our endorsement of such user, including tenants, landlords, property managers, investors, and paralegals, and does not in any way mean that we have conducted any due diligence or other investigation regarding such user; and (g) the Site is not to be used by you as a source of professional advice.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH US, THE “PROVIDER RELATED PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SITE OR THE INABILITY TO MAKE USE OF THE SITE, OR THESE TERMS OF SERVICE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SITE, EXCEED $100. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ANY OF THE PROVIDER RELATED PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, PANDEMICS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

20. Indemnification

EXCEPT TO THE FULLEST EXTENT PROHIBITED BY APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE PROVIDER RELATED PARTIES FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES OF ANY KIND OR NATURE INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USER DATA AND, IF APPLICABLE, ANY USER SUBMISSION; (B) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF SERVICE OR ANY DOCUMENTS REFERENCED HEREIN; (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY (INCLUDING PRIVACY LAWS AND INTELLECTUAL PROPERTY RIGHTS); (D) ANY VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, SPYWARE, MALWARE, CANCELBOTS OR OTHER SIMILAR HARMFUL OR DELETERIOUS PROGRAMMING ROUTINES INPUT BY YOU INTO THE SITE; OR (E) YOUR USE OF THE SITE. WE RESERVE THE RIGHT, AT OUR OWN COST, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENCES. YOU AGREE THAT THE PROVISIONS IN THIS SECTION WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT, THE TERMS OF SERVICE OR YOUR ACCESS TO THE SITE.

21. Term and Termination

These Terms of Service will commence on the day you first use the Site and will continue for as long as you use the Site or until terminated in accordance with the provisions of these Terms of Service (the “Term”). At any time, we may: (a) suspend or terminate your rights to access or use the Site; or (b) terminate these Terms of Service for any reason without cause. You may terminate these Terms of Service at any time and with immediate effect by ceasing use of the Site and deleting any User Account. For greater certainty, if you continue to use any portion of the Site after these Terms of Service have been terminated, these Terms of Service will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of the Site. Except where prohibited by applicable law, in the event you terminate these Terms of Service during a Subscription Term, you will not be reimbursed for any prepaid fees in connection with the terminated Subscription.

22. Geographic Restrictions

We make no representation, warranty or guarantee that the Site is or will be available for use in all locations outside Canada or all locations within Canada. We provide the Site for use only by persons located in Canada (other than Quebec). This Site is not intended for use in any jurisdiction where its use is not permitted. If you access the Site from outside Canada or from Quebec, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

23. General Provisions

(a) Except as restricted by applicable law, these Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Site, notwithstanding your domicile, residency or physical location. You will only use the Site in jurisdictions where the Site may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the Site. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) These Terms of Service, including all terms and conditions incorporated by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Site and the Products and Services. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(c) The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 3 (User Data, User Submissions, and Privacy), 8 (Ownership of and Licence to the Site), 9 (Additional Terms), 12 (Communications), 13 (Confidentiality), 15 (Third-Party Content, Websites or Services) 16 (Malicious Code and Security), 17 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), and 23 (General Provisions).

(d) Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(e) If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.

(f) You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 23(f) will be null and void. The terms of these Terms of Service will be binding upon permitted assignees. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(g) If you believe that we have not adhered to these Terms of Service, please contact us using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

(h) If you have any questions or comments regarding these Terms of Service, please contact us at hello@openroom.ca.