NEXONE CORPORATION - Terms and Conditions of Service
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED, YOU AGREE TO AND ARE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF NEXONE’S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service, NexOne will provide you with use of the Service, including a browser interface via a secured website, access and storage, and electronic signature services. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the NexOne website incorporated by reference herein, including but not limited to NexOne’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement (Article 19). If you are located in Quebec, the provisions of Appendix A shall govern whenever applicable.
Overview of NexOne
NexOne is the leading provider of electronic document management software, electronic signature and transaction management system solutions for real estate industry professionals (the “Activities”)
1. Privacy & Security; Disclosure
NexOne’s privacy and security policies may be viewed at http://nexone.ca/privacy/. NexOne reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, NexOne occasionally may need to access the information provided by users upon registration to notify all users of the Service of important announcements regarding the operation of the Service.
2. License Grant & Restrictions
NexOne hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by NexOne. You may not access the Service if you are a direct competitor of NexOne, except with NexOne’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer the Service or (v) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy, in whole or in part, any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including harmful material or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify NexOne immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to NexOne immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another NexOne User or provide false identity information to gain access to or use the Service.
4. Account Information and Data
NexOne does not own any data, information or material that you submit in the course of using the Service ("Customer Data"). You, not NexOne, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

Except if you are located in Quebec, in which case the provisions of Appendix A shall apply, NexOne shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Upon termination, your right to access or use Customer Data immediately ceases, and NexOne shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
NexOne alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the NexOne Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement may not be considered as a sale, transfer or assignment and does not convey to you any rights of ownership in or related to the Service or the Content, the NexOne Technology or the Intellectual Property Rights owned by NexOne.
6. Charges and Payment of Fees
Registration for the use of the NexOne Services is free. Once registered, users of the Services will be charged a fixed monthly fee for unlimited access to the Service. There are no maintenance fees or other administration fees. All fees are in Canadian Dollars. You are responsible for paying all fees and applicable taxes associated with our site and the Services upon login with a valid payment method. If your payment method fails, access to our site and the Services will not be granted.
7. Termination
Any unauthorized use of the NexOne Technology or Service will be deemed a material breach of this Agreement. NexOne, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

Except if you are located in Quebec, in which case the provisions of Appendix A shall apply, you agree and acknowledge that NexOne has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement and such breach has not been cured within thirty (30) days of notice of such breach.
8. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. NexOne represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your method of payment information provided upon registration is correct.
9. Mutual Indemnification
You shall indemnify and hold NexOne and any parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that NexOne (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release NexOne of all liability and such settlement does not affect NexOne’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. NexOne shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging, as of the Effective Date,that the Service directly infringes a copyright, a patent , or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by NexOne of its representations or warranties; or (iii) a claim arising from breach of this Agreement by NexOne; provided that you (a) promptly give written notice of the claim to NexOne; (b) give NexOne sole control of the defense and settlement of the claim (provided that NexOne may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to NexOne all available information and assistance; and (d) have not compromised or settled such claim. NexOne shall have no indemnification obligation, and you shall indemnify NexOne pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
10. Disclaimer of Warranties
EXCEPT IF YOU ARE LOCATED IN QUEBEC, IN WHICH CASE THE PROVISIONS OF APPENDIX A SHALL APPLY, NEXONE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. NEXONE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF, THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NEXONE.
11. Internet Delays
EXCEPT IF YOU ARE LOCATED IN QUEBEC, IN WHICH CASE THE PROVISIONS OF APPENDIX A SHALL APPLY, NEXONE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NEXONE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
12. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Additional Rights
Certain provinces, states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
14. Local Laws
NexOne makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside Canada you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian law is prohibited.
15. Notice
NexOne may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in NexOne’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in NexOne's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to NexOne (such notice shall be deemed given when received by NexOne) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to NexOne at the following address: NexOne Corporation, 3120, Moise-Vincent boulevard, Suite 200, St-Hubert (Quebec) J3Z 0C4, or by email to info@nexone.ca.
16. Modification to Terms
NexOne reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
17. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of NexOne but may be assigned without your consent by NexOne to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of NexOne directly or indirectly owning or controlling 50% or more of you shall entitle NexOne to terminate this Agreement for cause immediately upon written notice.
18. General
This Agreement shall be governed by the laws of the province of Quebec and the federal laws of Canada applicable therein and without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in the Montreal district. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby. No joint venture, partnership, employment, or agency relationship exists between you and NexOne as a result of this agreement or use of the Service. The failure of NexOne to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by NexOne in writing. This Agreement comprises the entire agreement between you and NexOne and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein
19. Definitions
As used in this Agreement:

"Agreement" means these online terms of use and any materials available on the NexOne website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by from time to time in its sole discretion;

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

"Effective Date" means the date the User became registered to use the Service;

"Intellectual Property Rights" means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks (registered or unregistered), service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"NexOne" means NexOne Corporation, a Canada Business Corporation Act corporation, having its principal place of business at 3120, Moise-Vincent boulevard, Suite 200, St-Hubert (Quebec) J3Z 0C4;

"NexOne Technology" means all of NexOne's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by NexOne in providing the Service;

"Service(s)" means the use of the services provided to you by NexOne, to which you are being granted access under this Agreement, including the NexOne Technology and the Content;

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by NexOne at your request).
APPENDIX A
MANDATORY CONTRACT CLAUSES THAT APPLY TO OACIQ MEMBERS ONLY
This appendix is an integral part of this Agreement, and you acknowledge that the statements contained herein constitute truthful representations and undertakings, without which NexOne would have not entered into this agreement.

WHEREAS you are an agency or broker within the meaning of the Real Estate Brokerage Act and the regulations thereunder and are subject to the supervision and control of the Organisme d’autoréglementation du courtage immobilier du Québec (the “OACIQ”), and its agencies and brokers are subject to the powers of the Syndic of the OACIQ;

WHEREAS you are in possession of Confidential Information, including personal information, whose storage, use and destruction are subject to the regulations under the Real Estate Brokerage Act and the provisions of the Act respecting the protection of personal information in the private sector;

WHEREAS you are obligated to notify the persons concerned of the location where their personal information is stored;

WHEREAS NexOne recognizes the importance of maintaining the confidentiality of Confidential Information, including personal information, and that any unauthorized disclosure thereof could cause substantial harm to you and those persons to whom such information pertains;

WHEREAS you and NexOne, in accordance with their legal obligations, wish to agree upon obligations and procedures designed to ensure the preservation of the confidentiality of Confidential Information and personal information communicated to them in connection with the performance of this Contract;


  1. Subcontractors: NexOne shall supervise the activities and obtain contractual undertakings from its subcontractors so as to ensure that the latter comply with the obligations stipulated in this Contract.

    Notwithstanding the terms of the agreements entered into by NexOne with its subcontractors, NexOne is responsible for the performance of all obligations undertaken pursuant to the Contract regarding the provision of services and the preservation of the confidentiality of Confidential Information and personal information, and NexOne hereby warrants to you that all such obligations shall be fully performed.

  2. Partitioning of Information Assets: NexOne shall provide the services and store your documents in such a way as to ensure the logical partitioning thereof. The parties acknowledge that this does not exclude using the storage facilities of a third party acting as a subcontractor of NexOne.

  3. Limitation of geographical location: NexOne shall notify you of the geographic location of the facilities, equipment and systems used for the performance of the Contract and on which are stored your applications and Information Assets, and shall use only such facilities and equipment that are located within the territorial boundaries of Canada or the United States of America. To that end, NexOne confirms that the hosting of the Services is secured with W (name of hosting company) in X (geographical location of hosting company), and that the redundant hosting of the Services is secured with Y (name of redundant hosting company) in Z (geographical location of redundant hosting company).

  4. Notification and cooperation in the event of an official order or demand to have access to Confidential Information: In the event that NexOne or one of its subcontractors receives a court order, subpoena or other administrative demand for the communication of Confidential Information, the Service Provider shall so notify you within four (4) hours.

    NexOne shall, to the extent permitted by law, verify the legality of the procedure for the issuance or obtaining of the order or demand, and shall either contest same or request the postponement of its execution, in order to allow you to review the substance of the order or demand and, if appropriate, to assert your rights or those of your clients.

    In the event that NexOne is unable to notify you of the order or demand in a timely manner, or cannot legally inform you thereof contemporaneously, NexOne shall so notify you as soon as it is legally allowed to do so.

    NexOne shall, to the extent permitted by law, maintain a record of all orders or demands seeking access to the Information Assets.

  5. Confidentiality security: NexOne shall adopt and implement all appropriate security measures to maintain and protect the confidentiality, integrity and accessibility of the Information Assets, as well as reasonable measures to ensure controlled access thereto, authentication of users and operational continuity, which measures shall take into account the sensitivity of the information, the purpose for which it is being used, the quantity thereof and the medium on which it is stored. The rules and procedures so adopted must also seek to prevent security incidents and breaches, errors, malfeasance, and unauthorized disclosure or destruction of information. NexOne shall also adopt an audit mechanism for verifying compliance with such rules and procedures.

  6. NexOne acknowledges that Information Assets and documents containing confidential information, including personal information gathered and stored by you in the course of its operations (“Confidential Information”) will be communicated to it and that it will have access to such documents.

    NexOne further acknowledges that all Confidential Information remains the exclusive property of you or that you are the holder thereof within the meaning of the Act respecting the protection of personal information in the private sector (Québec), and that you may consequently reclaim documents containing Confidential Information, and that any unauthorized disclosure of Confidential Information could cause you substantial harm.

  7. In performing the Contract, NexOne shall maintain the confidentiality of the Confidential Information and take all appropriate measures to that end at all stages of the performance of the Contract, including:

    • Maintaining the confidentiality of user IDs, passwords and encryption keys in accordance with industry best practices;
    • Have any person assigned by NexOne to handle or process Confidential Information sign beforehand a confidentiality undertaking and an undertaking regarding security measures whose terms are consistent with those set out in Schedules “Confidentiality undertaking” and
    • “Undertaking-Information security measures” and limit access, communication and disclosure of Confidential Information to such persons alone;
    • Use Confidential Information solely for the purposes for which it was communicated;
    • Cooperate with you and your clients, as the case may be, in order to allow those persons concerned to exercise their right to have access to and correct their personal information;
    • Cooperate with you for the purposes of erasing or destroying personal information and user profiles in accordance with the applicable retention schedule;
    • Cooperate with any investigation or audit concerning respect for the confidentiality of Confidential Information;


  8. Right to verify: NexOne acknowledges the Client’s right to ensure that the obligations stipulated above and in the Act respecting the protection of personal information in the private sector and the Real Estate Brokerage Act are respected at all times, including the right to have access to NexOne’s facilities if necessary, and NexOne undertakes to cooperate, together with you, in any investigation or audit by the relevant authorities.

  9. Notification and cooperation in the event that security is compromised: NexOne shall notify you within four (4) hours of any unauthorized access, attempted unauthorized access, or breach of the confidentiality of Confidential Information, and of any incident that could jeopardize the security or confidentiality of Confidential Information.

    NexOne shall in addition take all necessary action to mitigate the risk of an ongoing breach, conduct an investigation in order to identify any vulnerabilities and take the necessary remedial measures to avoid a repetition of such an incident. The parties shall jointly analyze and manage the situation in order to minimize the risks and identify the relevant responders in light of the nature of the risk.

  10. Insurance: NexOne shall take out and maintain in effect for the duration of the Contract, at its sole expense, with a recognized insurer, a professional liability insurance policy providing coverage of at least one million Canadian dollars ($1,000,000) per occurrence of the risk, with a deductible not exceeding ten thousand Canadian dollars ($10,000), covering without limitation loss and damage resulting from errors or omissions in the performance of the Contract. Such policy must also include equivalent coverage against the risk of hackers who may illicitly gain access to your Information Assets, as well as the risk of an error or omission attributable to you, and the risk of destruction, corruption, loss and other similar risks in respect of your data, information and documents.

  11. Termination and destruction: Upon the expiration or earlier termination of the Contract, NexOne shall return all Information Assets and Confidential Information to you within thirty (30) days of the expiration or termination date, regardless of the nature of the information or the medium on which it is stored.

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@nexone.ca.