LAST UPDATED SEPTEMBER 20, 2020
This Terms of Service shall serve to explain our expectations for how you as a Licensed Real Estate Agent, a related third party or as a buyer /seller interact with and utilize our website. Dormedia Inc is doing business as brokersconnect.ca, and its subsidiaries and affiliates (collectively, “Acuity”, “brokersconnect.ca,” “we,” “us” or “our”) when you access or use our website (the “Site”) and our agent matching service (the “Service”), which are provided through the Site, you consent to the following Terms of Service.
brokersconnect.ca is a data-driven matching service that connects top real estate agents around Canada with motivated and determined home buyers and sellers. Our service serves as a communication conduit between you and our hand-picked Real Estate Broker partners. The service that we provide to both buyers and sellers of real estate and real estate professionals is governed by a few terms that are outlined below.
brokersconnect.ca is a web service that is wholly owned and operated by Dormedia Inc, an online marketing agency and is in compliance with Canadian laws.
Real estate professionals who are involved with and use our Web site must agree with the following terms:
All non-real estate professionals (including prospective Buyers and Sellers and their representatives whether personal or professional) who are involved with and use our Web site must agree with the following terms:
These terms constitute a legally binding agreement (“Agreement”) between you and brokersconnect.ca governing your access to and use of the brokersconnect.ca, including any subdomains thereof, and any other websites through which brokersconnect.ca makes its services available (collectively the “Site”), brokersconnect.ca’s mobile, tablet and other smart device applications, and application program interfaces (collectively “Application”) and all associated services (collectively “brokersconnect.ca’s Services”). The Site, Application, and brokersconnect.ca’s Services are together herein referred to as the “Platform”.
1. Terms of Service
1.1 This is an agreement between brokersconnect.ca (Dormedia Inc), with a business address of 137 rue du Marchand, Gatineau, Qc, and the undersigned broker (hereinafter referred to as “Member”).
1.2 Member represents that he/she/it is competent to engage brokersconnect.ca in a referral relationship program and compensate brokersconnect.ca on the payment terms herein provided.
1.3 brokersconnect.ca may, but is not required to, send Member referrals (hereinafter “Prospect”) of individuals and/or entities looking to buy or sell a property within Member’s geographical area. Once brokersconnect.ca provides Member with the referral information for Prospect, brokersconnect.ca shall be immediately deemed the procuring cause of the Prospect relationship. You agree to waive any and all allegations, defenses, or arguments whatsoever relating to procuring cause. You further agree that brokersconnect.ca as the procuring cause of the relationship between you and Prospect is indisputable.
1.4 Your relationship with brokersconnect.ca is limited to be that of an independent third party contractor and not that of an employee, agent, joint venturer or partner of brokersconnect.ca for any reason, and you agree that you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of brokersconnect.ca. brokersconnect.ca does not and shall not be deemed to direct or control you generally or in connection with the Prospect. You acknowledge and agree that you are solely liable for all duties and responsibilities pertaining to your relationship with the Prospect. In the event of claim, suit, demand, fine, action, proceeding, order, decree, judgment, damage or allegation of liability (including attorneys’ fees with respect thereto) of any kind or nature, occasioned or arising as a result of your relationship between you and the Prospect, you agree to fully save and hold harmless brokersconnect.ca from same.
1.5 You agree that all information provided to brokersconnect.ca is accurate and that in the event your contact information, status of licensure, or brokerage relationship changes, you will notify brokersconnect.ca immediately. You further agree to update brokersconnect.ca as soon as you enter into a listing agreement or purchase/sale contract with any referred Prospects, irrespective of the date the Prospect was sent to you.
1.6 The brokersconnect.ca Platform may contain links to third party websites or resources. Such third party sources may be subject to different terms and conditions and privacy practices. brokersconnect.ca is not responsible or in any way liable for the availability or accuracy of such third party services, or the content, products or services available from such third party services. Links to any third party services on the brokersconnect.ca Platform are not endorsements by brokersconnect.ca.
1.7 brokersconnect.ca attempts to monitor its Platform and provide updates to its software. Therefore, brokersconnect.ca cannot guarantee continuous and uninterrupted availability and accessibility to the Platform. brokersconnect.ca may, from time to time, restrict the availability of the Platform or certain areas or features thereof to secure the integrity of the services offered or to carry out maintenance of the services to ensure proper and improved functionality to the Platform. brokersconnect.ca may improve, enhance or modify the Platform and introduce new services from time to time.
2. Payment Terms and Documentation Required
2.1 By agreeing to use brokersconnect.ca’s Services, Member agrees to compensate brokersconnect.ca as agreed by purchasing credits on the website by the Member.
2.2 Member agrees that Member shall provide brokersconnect.ca with the associated closing statement and/or HUD-1 involving Prospect with payment to brokersconnect.ca no later than ten (10) days after the transaction closing involving Prospect. Under no circumstances shall payment to brokersconnect.ca be delayed, subject to other liens, or be discounted for any reason.
Term and Termination, Suspension and other Measures
3.1 This Agreement shall be effective until such time when you or brokersconnect.ca terminate this Agreement in accordance with this provision.
3.2 You may terminate this Agreement at any time by sending us an email at firstname.lastname@example.org If you cancel your brokersconnect.ca Account and brokersconnect.ca has sent you Prospects for real estate referrals, any and all Prospects sent by brokersconnect.ca prior to your cancellation shall still be considered a verified Prospect with all funds for the referral commission due and owing to brokersconnect.ca in accordance with the terms as set forth in this Agreement. It is understood and agreed that your cancellation shall not release you from any payments owing to brokersconnect.ca.
3.3 brokersconnect.ca may immediately, without notice, terminate this Agreement and/or stop providing access to the brokersconnect.ca Platform if (i) you have materially breached your obligations under these Terms, the Payment Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) brokersconnect.ca believes in good faith that such action is reasonably necessary to protect the personal safety or property of brokersconnect.ca, its users, or third parties (for example in the case of fraudulent behavior of a Member).
3.4 Without limiting our rights specified above, brokersconnect.ca may terminate this Agreement for convenience at any time by giving you notice via email to your registered email address.
3.5 In addition, brokersconnect.ca may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the brokersconnect.ca Account registration, listing process with the Prospect or thereafter, (iv) you have repeatedly received poor ratings or reviews or brokersconnect.ca otherwise becomes aware of or has received complaints about your performance or conduct, (v) you have repeatedly failed to respond to Prospects without a valid reason, or (vi) brokersconnect.ca believes in good faith that such action is reasonably necessary to protect the personal safety or property of brokersconnect.ca, its Members, its users, or third parties, or to prevent fraud or other illegal activity:
• Limit your access to or use of the brokersconnect.ca Platform; • Temporarily or permanently revoke access associated with your brokersconnect.ca Account; • Temporarily, or in case of severe or repeated offenses, permanently suspend your brokersconnect.ca Accountand stop providing access to the brokersconnect.ca Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by brokersconnect.ca and an opportunity to resolve the issue to Effective Agent’s reasonable satisfaction.
3.6 When this Agreement has been terminated, you are not entitled to a restoration of your brokersconnect.ca Account or any of your Member Content. If your access to or use of the brokersconnect.ca Platform has been limited or your brokersconnect.ca Account has been suspended or this Agreement has been terminated by brokersconnect.ca, you may not register a new brokersconnect.ca Account or access and use the brokersconnect.ca Platform through an brokersconnect.ca Account of another Member. This section shall survive any termination or expiration of this Agreement.
4.1 If you choose to use the brokersconnect.ca Platform, you do so voluntarily and at your sole risk. The brokersconnect.ca Platform is provided “as is”, without warranty of any kind, either express or implied.
4.2 You agree that you have had whatever opportunity you deem necessary to investigate the brokersconnect.ca Services, rules, or regulations that may be applicable to your state and that you are not relying upon any statement of law or fact made by brokersconnect.ca relating to the Services, Prospects, or your requirement to pay brokersconnect.ca. You agree that you remain wholly liable for the payments owing to brokersconnect.ca and you understand your respective state’s laws, rules, and ethical requirements as licensed real estate agent.
4.3 You agree to furnish any and all brokers of record copies of this Agreement and, if required by law, have any and all associated parties sign this Agreement. Failure for Member to have a broker of record sign this Agreement shall be deemed a breach by Member and Member agrees to take full liability and responsibility whatsoever pertaining to such failures. brokersconnect.ca shall not be held liable for ensuring that Member follows its respective state laws, regulations, and/or contractual relationship with any associated brokers of Member.
4.3 If brokersconnect.ca chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, brokersconnect.ca disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
4.4 You agree that any direct referral and/or Prospect may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. You freely and willfully assume those risks by choosing to participate in those services. You assume full responsibility for the choices you make before, during and after your participation with a Prospect.
4.5 The foregoing disclaimers apply to the maximum extent permitted by law.
5.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the brokersconnect.ca Platform, or any other interaction you have with other Prospects whether in person or online remains with you. Neither brokersconnect.ca nor any other party involved in creating, producing, or delivering the brokersconnect.ca Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the brokersconnect.ca Platform, or (iii) from any communications, interactions or meetings with Prospects or other persons with whom you communicate, interact or meet with as a result of your use of the brokersconnect.ca Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not brokersconnect.ca has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
6.1 To the maximum extent permitted by applicable law, you agree to release, defend, indemnify, and hold brokersconnect.ca and its affiliates and subsidiaries, including but not limited to, brokersconnect.ca, and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the brokersconnect.ca Platform or any brokersconnect.ca Services,(iii) your interaction with Prospects including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or (iv) your breach of any laws, regulations or third party rights. This Indemnification and limitation of liability shall apply equally and inure to the benefit of Effective Agent’s present and future officers, directors, trustees, shareholders, agents and employees, and their respective heirs, successors and assigns.
7 Dispute Resolution
7.1 brokersconnect.ca is committed to participating in a pre-suit dispute resolution process. To that end, these Terms provide for communication directly with Effective Agent’s customer service team and/or counsel in the event a dispute as to payment arises. In the event you and brokersconnect.ca cannot resolve the dispute, you consent to your submission to the Court of Quebec. If after a good faith effort to negotiate the parties cannot reach a resolution, the party intending to pursue litigation may do so without further notice, offset or demand.
7.2 Stipulation to Venue and Choice of Law. You and brokersconnect.ca mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the brokersconnect.ca Platform, the Services, or any terms herein (collectively, “Disputes”) shall be litigated in the jurisdiction of the court of Quebec. If there is a dispute about whether this Agreement can be enforced or applies to our Dispute, you and brokersconnect.ca agree that the courts of the court of Quebec shall decide that issue. The laws of the Province of Quebec, Canada shall govern the validity, performance and enforcement of this Agreement. In the event a dispute arises concerning this Agreement, jurisdiction and venue of said dispute shall be proper only in the courts of Quebec located in the city of Gatineau, and the Parties hereby waive all defenses related to personal jurisdiction, venue, or forum non conveniens in any action involving this Agreement, brought and filed in the city of Gatineau, Quebec.
7.3 No Class Actions or Representative Proceedings. You and brokersconnect.ca acknowledge and agree that, to the fullest extent permitted by law, you are waiving the right to participate as a class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and brokersconnect.ca both otherwise agree in writing, a court of competent jurisdiction may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
7.4 Attorneys’ Fees. Should Member cause brokersconnect.ca to incur legal fees to enforce any of the provisions of this Agreement or reply to letters or other communications from Member or Member’s attorney, or to preserve and/or enforce its rights in any bankruptcy or re-organization proceedings of the Member, Member shall reimburse brokersconnect.ca for such legal fees within three (3) days of receipt of demand from brokersconnect.ca requesting such reimbursement. In the event court action relating to this Agreement is brought by either Party against the other, the prevailing Party shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees incurred, paralegal fees, administration fees, investigative fees and costs incurred through all pre-suit collection efforts, suit, appeals, bankruptcy proceedings, tribunals and post judgment collection efforts.
7.5 Severability. In the event that any portion of this Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Agreement shall be given full force and effect.
7.6 Survival. This Section 7 shall survive any termination of these Terms and will continue to apply even if you stop using the brokersconnect.ca Platform or terminate your brokersconnect.ca Account.
8 Applicable Law and Jurisdiction
If your country of residence or establishment is Canada, these Terms will be interpreted in accordance with the laws of the Province of Quebec and Canada, without regard to conflict-of-law provisions. All parties herein consent to venue and personal jurisdiction in the city of Gatineau, Quebec.
9 Non Disparagement
9.1 The Parties agree that they will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is calculated or likely to have the effect of undermining, disparaging other otherwise reflecting poorly upon the reputation of any other Party hereto or upon any other Party’s goodwill, products, or business opportunities or that is any manner detrimental to their respective officers, directors, agents, representatives, or employees, past or present.
9.2 The provisions of this Section 9 are material terms of this Agreement, the absence of any of which would have resulted in the Parties refusing to enter into this Agreement. Any breach or threatened breach of the provisions of this Section 9 will result in irreparable injury to the party about whom the non-permitted conduct or statement pertains (the “Injured Party”) and a remedy at law alone will be an inadequate remedy. Therefore, in addition to any other remedies an Injured Party may have, an Injured Party shall be entitled to enforce the non-disparagement covenants against a breaching Party and obtain temporary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other surety and the breaching Party will not assert in any manner that the Injured Party’s remedy at law is adequate as a defense to any petition for injunctive relief. Specifically, in the event a Member states materially false statements about brokersconnect.ca and such statements are rendered false by a court of competent jurisdiction, the Parties agree to liquidated damages in the amount of $20,000.00 as payable to brokersconnect.ca. The Parties acknowledge that it would be difficult, if not impossible, to determine the actual damages to an Injured Party as a result of a breach of this Section 9 and that the amount of liquidated damages provided herein is a reasonable estimate of the actual damages that an Injured Party would sustain if another Party breached.
10 General Provisions
10.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between brokersconnect.ca and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between brokersconnect.ca and you in relation to the access to and use of the brokersconnect.ca Platform.
10.2 No joint venture, partnership, employment, or agency relationship exists between you and brokersconnect.ca as a result of this Agreement or your use of the brokersconnect.ca Platform.
10.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
10.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
10.5 brokersconnect.ca ’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
10.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without estate.brokersconnect.ca’s prior written consent. brokersconnect.ca may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
10.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by brokersconnect.ca via email, brokersconnect.ca Platform notification, or messaging service (including via SMS and electronic mail).
10.8 If you have any questions about these Terms please email us email@example.com.