Privacy and Security

Forecast Your Success in Home Sales

Privacy and Security

PRIVACY:You understand that through your use of the Services, you consent to the collection and use of this information, including the transfer of this information to Canada and/or other countries for storage, processing and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.

SECURITY. The Services are provided by us from data center fa cilities to which Users have remote access via the internet in conjunction with certain offline components provided by us under this Terms of Service. We implement security procedures to help protect your Customer Data from security attacks. However, you understand that use of the Services necessarily involves transmission of your Customer Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Customer Data lost, altered, intercepted, copied or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Customer Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. If you become aware of any security breach in the Services, you agree to promptly notify us. We agree to notify you in the event of a detected security breach. All data at rest is encrypted and all data is encrypted in transit.

NETWORKS. Technical processing and transmission of the Service, including Customer Content, may involve: (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Use of or connection to the internet provides the opportunity for unauthorized Persons to circumvent security precautions and illegally gain access to the Service, the Customer Data, the User Data or the Customer Content. In the event of a potential breach we will notify you as soon as possible. We do not guarantee the privacy, security or authenticity of any content, data or information transmitted over or stored in any system connected to the internet but agree to make commercially reasonable efforts to ensure the Customer Data, the User Data or the Customer Content is secure.

MAINTENANCE AND REPAIRS. We use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

Subcontractors

We may use third party subcontractors to provide limited parts of the Services from time to time, including data storage and processing and content delivery (“Subcontractors”). You consent to us subcontracting these services to the Subcontractors, provided that OpenHouse.AI shall ensure that these Subcontractors comply with the terms of this Terms of Service applicable to OpenHouse.AI.

Third Party Services

NON-OPENHOUSE.AI SERVICES. Customer may choose to use services not provided by OpenHouse.AI (“Non-OpenHouse.AI Services”) with the Services and in doing so grants OpenHouse.AI permission to interoperate with the Non-OpenHouse.AI Services as directed by Customer or the Non-OpenHouse.AI Services. Unless specified in a Sales Order: (a) OpenHouse.AI does not warrant or support Non-OpenHouse.AI Services, (b) as between OpenHouse.AI and Customer, Customer assumes all responsibility for the Non-OpenHouse.AI Services and any disclosure, modification or deletion of Customer Data by the Non-OpenHouse.AI Services and (c) OpenHouse.AI shall have no liability for, and Customer is not relieved of any obligations under the Terms of Service or entitled to any refund, credit, or other compensation due to any unavailability of the Non-OpenHouse.AI Services or any change in the ability of OpenHouse.AI to interoperate with the Non-OpenHouse.AI Services.

Representations and Warranties

WARRANTY. Customer acknowledges and agrees that OpenHouse.Ai makes no representation or warranty as to the performance or quality of the Services provided under this Terms of Service or corresponding Sales Order. OpenHouse.AI uses reasonable efforts to include accurate and up-to-date information on this Site; but does not, however, make any warranties or representations as to its accuracy or completeness. OpenHouse.AI periodically adds, changes, improves, or updates the information and documents on this Site without notice. OpenHouse.AI assumes no liability or responsibility for any errors or omissions in the content of this Site. Use of this Site is at User’s own risk.

DISCLAIMER OF WARRANTIES. To the maximum extent allowed by Applicable Law, OpenHouse.AI disclaims all warranties of any kind, express or implied, including warranties and conditions arising under statute, warranties of merchantability, non-infringement or fitness for a particular purpose.

Indemnification

BY OPENHOUSE.AI. We will indemnify, defend and hold harmless Customer from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Customer to the extent based on an allegation that OpenHouse.AI’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent or trademark right of a third party that is issued or registered in Canada or the United States. In no event will we have any obligations or liability under this section arising in whole or in part from any content, information or data provided by Customer, User or other third parties. OpenHouse.AI shall not be required to indemnify Customer in the event of: (a) modification of the Services by Customer, its employees, or contractors in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (b) use of the Services in a manner inconsistent with the Documentation; (c) use of the Services in combination with any other application, product, or service not provided by OpenHouse.AI if such claim would not have occurred without such combination; or (d) use of the Services in a manner not otherwise contemplated by this Terms of Service.

CUSTOMER INDEMNIFICATION. Customer shall indemnify, defend and hold harmless OpenHouse.AI from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against OpenHouse.AI or its affiliates regarding: (i) Customer Content, Customer Data or User Data; (ii) failure by the Customer to obtain any of the necessary consents required by Users under this Terms of Service; (iii) Customer’s use of the Services in violation of this Terms of Service; (iv) violations of Customer’s obligations of privacy to any Person; (v) Customer’s use or alleged use of the Services or Intelligence Engine; (vi) any gross negligence or criminal, fraudulent or other wilful misconduct on the part of the Customer or User; (vii) an modifications to the Intelligence Engine made by any person or entity other than OpenHouse.AI that was not previously approved by OpenHouse.AI.

POSSIBLE INFRINGEMENT. If we believe the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then we may: (i) obtain the right for you (at our expense) to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If we do not believe that the options described in this section are commercially reasonable, then we may suspend or terminate Customer’s use of the affected Services (with a pro-rata refund of prepaid fees for the Services).

PROCESS. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join the defense with its own counsel at its expense.

EXCLUSIVE REMEDY. The indemnities above are OpenHouse.AI’s and Customer’s only remedy under this Terms of Service for third party infringement claims and actions.

Limitations of Liability and Damages

LIMITATIONS OF LIABILITY. To the extent permitted by applicable law, the maximum aggregate liability of each party under this terms of service, whether based on contract, in tort or any other legal or equitable theory, shall be limited to the amounts paid by customer for the service giving rise to the claim during the twelve (12) month period preceding the first event giving rise to liability. The foregoing limitation of liability shall not apply to: (i) either party’s intellectual property indemnification obligations; (ii) breach of confidentiality and (iii) customer’s obligation to pay amounts owed for services.

EXCLUSION OF DAMAGES. To the extent permitted by applicable law, neither the customer nor openhouse.ai shall be liable under this terms of service for (i) indirect, special, incidental, consequential, exemplary or punitive damages, or (ii) loss of use, data, business, revenue or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were foreseeable.

Confidential Information

CONFIDENTIAL INFORMATION. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of Services, Customer Data and your OpenHouse.AI ID. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this Terms of Service) or divulge to any third person such Confidential Information. For the avoidance of doubt, Confidential Information shall not include information that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is required by law. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party. The confidentiality and use obligations under this Terms of Service shall continue indefinitely.

Terms and Termination

TERM. This Terms of Service shall commence on the date set out in the first Sales Order and shall remain in effect indefinitely unless terminated in accordance to the terms of this Terms of Service Your subscription will automatically renew monthly unless you provide us with written notice of your intent not to renew at least sixty (60) days in advance. Payment for Services is due on the first day of the month and will automatically be charged to the account that you used for the original subscription. Upon change to prices or terms of service, OpenHouse.AI will also notify the customer of any changes 60 days in advance.

TERMINATION. Either party may terminate this Terms of Service upon written notice: (i) either party must give 60 days notice to the other party to allow for both parties proper preparation time (ii) if the other party materially breaches a material obligation under this Terms of Service and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party; or (iii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.

EFFECT OF TERMINATION. Upon expiration or other termination of the Service for any reason, your right to access and use the Service shall terminate If we terminate this Terms of Service or any Sales Order for your material breach, all fees set out on such Sales Order shall be immediately due and payable.

DESTRUCTION OF CUSTOMER DATA AT END OF TERM. At the end of the Subscription Term, you will be entitled to extract Customer Content stored using the Services, Customer Data User Data for a period of ten (10) days following termination (the “Extraction Grace Period”). Following the Extraction Grace Period, OpenHouse.AI shall have the right to delete all of Customer Content, Customer Data and User Data at any time and cancel your Account with us. You acknowledge and agree that archived versions of the Services may include archived copies of Customer Content, Customer Data and User Data which may be retained by us for an archive cycle.

SURVIVAL. Upon termination of this Terms of Service for any reason, Customer shall pay all amounts owed hereunder. Sections 3.6, 4.1, 4.3, 5, 9, 10, 11, 12, 13 and 14 of this Terms of Service, together with any other provision required for their construction or enforcement, shall survive termination of this Terms of Service for any reason.

General Provisions

DEFINITIONS. Capitalized terms used in this Terms of Service, and not otherwise defined in this Terms of Service, shall have the following meanings:

(a) “Account” means the OpenHouse.AI Account, which includes a username and password, used by Customer to register for the Services.
(b) “Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used;
(c) “Content” means any and all content, data and other materials including, without limitation, videos, music, sounds, images, live streams, documentation, reports, materials, files, text, images, logos, artwork, graphics, pictures, advertisements, works, works of authorship or any other intellectual property contained in any such materials;
(d) “Customer Data” means non-anonymized electronic data pertaining to Customer, the Users and the Users that is collected and/or processed using the Service, including personal information, login credentials, and other information that relates to such parties’ use of the Service;
(e)“Documentation” means documentation relating to the operation and use of the Services that are provided by OpenHouse.AI to Customer under this Terms of Service, as updated by OpenHouse.AI from time to time;
(f) “Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisional, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages.
(g) “Intellectual Property Rights” means any rights pertaining to Intellectual Property.
(h) “Marks” means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by the Customer from time to time (whether registered or unregistered).
(i) “Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
(j) “Intelligence Engine” means the software, code, technology and servers used in the operation and provision of the Services and includes the Documentation and Software;
(k) “Software” means software products used in connection with the Service, like the dashboard and reporting center, and may include code that is licensed under third party license Terms of Services, including open source, made available or provided with the Software, as applicable;
(l) “Users” means Users that use or view the Customer Content or Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Services for Customer’s benefit and have unique user identifications and passwords for the Services;
(m) “User Data” means the electronic data concerning the characteristics and activities of Users (including personal information of such Users) collected and analyzed by the Service relating to such Users use or viewing of the Customer Content.

ASSIGNMENT. You may not assign this Terms of Service, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. We may assign this Terms of Service, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition or consolidation involving OpenHouse.AI.

CONFLICT. Unless otherwise specified, in the event of any conflict between this Terms of Service and a Sales Order, the terms of the Sales Order shall govern.

NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a Claim. Notices shall be sent to the parties as set forth on the signature page of the applicable Sales Order or as otherwise agreed to by the parties in writing.

PUBLICITY. You permit us to list you as a customer and use your standard logo for our promotional and marketing use during the Subscription Term.

NO SOLICITATION OF EMPLOYEES. Each party agrees that, during the term of this Terms of Service, and for a period of one (1) year following the termination of this Terms of Service, it will not directly solicit for employment the employees of the other party without such other party’s prior written consent.

FORCE MAJEURE. Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labour disputes, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or a portion of it.

WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of this Terms of Service must be in writing and signed by both parties.

SEVERABILITY. If any provision of this Terms of Service is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this Terms of Service shall be construed to create a partnership, joint venture or agency relationship.

GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This Terms of Service shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding arising from or relating to this Terms of Service may only be brought in the courts located in Kitchener, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Terms of Service or the transactions contemplated by this Terms of Service. No cause of action arising hereunder or relating hereto may be brought more than two (2) years after it first accrues.

EXECUTION. This Terms of Service may be executed and delivered electronically or by facsimile and the parties agree that such electronic or facsimile execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such electronic or facsimile signatures as evidence of the execution and delivery of this Terms of Service by all parties to the same extent that an original signature could be used.