REPREE by NexOne

repree Terms and Conditions of Use

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 REPREE by NexOne’S ONLINE SERVICE, repree, 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, REPREE by NexOne will provide you with use of the Service, including a browser interface via a secured website, access and storage. 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 repree website incorporated by reference herein, including but not limited to REPREE by NexOne’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

Overview of repree

repree represents the Omni-Present Real Estate Information Exchange system, a web-based document management software system designed to assist real estate industry professionals with the efficient and effective management of their client data and related documents.

1. Privacy & Security; Disclosure

REPREE by NexOne’s privacy and security policies may be viewed at www.repree.com. REPREE by 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, REPREE by 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

REPREE by 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 REPREE by NexOne. You may not access the Service if you are a direct competitor of REPREE by NexOne, except with REPREE by 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 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 material harmful to children 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 REPREE by NexOne immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to REPREE by 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 repree User or provide false identity information to gain access to or use the Service.

4. Account Information and Data

REPREE by NexOne does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not REPREE by 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, and REPREE by NexOne shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. REPREE by NexOne Upon termination, your right to access or use Customer Data immediately ceases, and REPREE by NexOne shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

REPREE by NexOne alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the REPREE by 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 is not a sale and does not convey to you any rights of ownership in or related to the Service, the REPREE by NexOne Technology or the Intellectual Property Rights owned by REPREE by NexOne.

6. Charges and Payment of Fees

Registration for the use of the repree 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.

11. Termination

Any unauthorized use of the REPREE by NexOne Technology or Service will be deemed a material breach of this Agreement. REPREE by 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. You agree and acknowledge that REPREE by 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 30 days of notice of such breach.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. REPREE by 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 registrationis correct.

13. Mutual Indemnification

You shall indemnify and hold REPREE by 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 REPREE by 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 REPREE by NexOne of all liability and such settlement does not affect REPREE by NexOne’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. REPREE by 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 that the Service directly infringes a copyright, patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by REPREE by NexOne of its representations or warranties; or (iii) a claim arising from breach of this Agreement by REPREE by NexOne; provided that you (a) promptly give written notice of the claim to REPREE by NexOne; (b) give REPREE by NexOne sole control of the defense and settlement of the claim (provided that REPREE by NexOne may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to REPREE by NexOne all available information and assistance; and (d) have not compromised or settled such claim. REPREE by NexOne shall have no indemnification obligation, and you shall indemnify REPREE by 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).

14. Disclaimer of Warranties

REPREE by 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. REPREE by 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 ANY PRODUCTS, 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 REPREE by NexOne.

15. Internet Delays

REPREE by NexOne’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. REPREE by NexOne IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. 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, SPECIAL, 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.

17. 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.

18. Local Laws

REPREE by 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.

19. Notice

REPREE by NexOne may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in repree’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in repree'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 REPREE by NexOne (such notice shall be deemed given when received by REPREE 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 REPREE by NexOne at the following address: REPREE by NexOne., c/o 189 Springwood Dr SE, Calgary, Alberta, Canada, T2L 0W2 addressed to the attention of: Officers or by email to info@repree.com.

20. Modification to Terms

REPREE by 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.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of REPREE by NexOne but may be assigned without your consent by REPREE 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 REPREE by NexOne directly or indirectly owning or controlling 50% or more of you shall entitle REPREE by NexOne to immediately terminate this Agreement for cause immediately upon written notice.

22. General

This Agreement shall be governed by the laws of the province of Alberta 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 Calgary, Alberta. 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 REPREE by NexOne as a result of this agreement or use of the Service. The failure of REPREE by 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 REPREE by NexOne in writing. This Agreement comprises the entire agreement between you and REPREE by NexOne and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement :
"Agreement" means these online terms of useand any materials available on the REPREE by 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;
"REPREE by NexOne" means REPREE TECHNOLOGIES CORP., an Alberta corporation, having its principal place of business at 189 Springwood Dr. SW Calgary, Alberta, Canada
"REPREE by NexOne Technology" means all of REPREE by 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 REPREE by NexOne in providing the Service;
"Service(s)" means the use of the services provided to you by REPREE by NexOne, to which you are being granted access under this Agreement, including the REPREE by 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 REPREE 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 the Client acknowledges that the statements contained herein constitute truthful representations and undertakings, without which Faltour Inc. would have not entered into this agreement.

WHEREAS the Client is an agency or broker within the meaning of the Real Estate Brokerage Act and the regulations thereunder and is 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 the Client is 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 the Client is obligated to notify the persons concerned of the location where their personal information is stored;

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

WHEREAS the Client and the Service Provider, 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;

Subcontractors: The Service Provider 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 the Service Provider with its subcontractors, the Service Provider 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 the Service Provider hereby warrants to the Client that all such obligations shall be fully performed.

Partitioning of Information Assets: The Service Provider shall provide the services and store the Client’s 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 the Service Provider.

Limitation of geographical location: The Service Provider shall notify the Client of the geographic location of the facilities, equipment and systems used for the performance of the Contract and on which are stored the Client’s 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.

Notification and cooperation in the event of an official order or demand to have access to Confidential Information: In the event that the Service Provider 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 the Client within four (4) hours.

The Service Provider 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 the Client to review the substance of the order or demand and, if appropriate, to assert its rights or those of its clients.

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

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

Confidentiality security: The Service Provider 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. The Service Provider shall also adopt an audit mechanism for verifying compliance with such rules and procedures.

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

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

In performing the Contract, the Service Provider 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:

Right to verify: The Service Provider 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 the Service Provider’s facilities if necessary, and the Service Provider undertakes to cooperate, together with the Client, in any investigation or audit by the relevant authorities.

Notification and cooperation in the event that security is compromised: The Service Provider shall notify the Client 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.

The Service Provider 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.

Insurance: The Service Provider 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 five hundred thousand (500,000) Canadian dollars per occurrence of the risk, with a deductible not exceeding $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 the Information Assets of the Client, as well as the risk of an error or omission attributable to the Client, and the risk of destruction, corruption, loss and other similar risks in respect of the Client’s data, information and documents.

Termination and destruction
Upon the expiration or earlier termination of the Contract, the Service Provider shall return all Information Assets and Confidential Information to the Client within 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@repree.com .