Service Provider Agreement

BETWEEN

  1. Website or Web Application Owner, the Client; and
  2. Hosting Provider, the Company, RealtorsLists,

The purpose of this Agreement (hereafter referred to as the “Agreement”) is to precede a longer-term contract arrangement under which Company will provide Web Page services on behalf of Client.

TERMS

Subject to the terms and conditions of this Agreement, Company will provide Web Page services for Client subject to the following terms:

  1. Length of Service.
    Client agrees to an initial twelve (12) month contractual term of service (“Term”).
  2. Service Start Date.
    Service Term begins upon the Company receipt of first payment as specified in the signed hard copy contract (“Contract”). Initial Web Page set-up will be completed by the Company. The Client will receive a login and password reset link for subsequent webpage editing. The Company reserves the right to placement owing/subject to availability and may substitute realtors.
  3. Renewal by Client.
    This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing via email, mail, or fax by Client at least 60 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement for subsequent automatic renewal to any price changes.

TERMS OF PAYMENT

Terms of payment are C.O.D. Web services shall automatically renew each year unless notice is given in writing 60 days prior to date of expiry on Contract. The Client is responsible for all money owed on the account from the time it was established to the end of the current Term. Credit card information is stored on file and will be automatically charged within 10 business days of the date of Contract. Accounts with outstanding balances will be mailed an invoice.

PROPRIETARY INFORMATION

Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information, and pricing. Client further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code, or technology delivered to Client or any portion thereof.

CENSORSHIP

Company will exercise no control whatsoever over the content of the information passing through the web site once the initial set-up of the website has been completed. Web Pages with proven fraudulent information will be subjected to suspension of service.

WARRANTIES

Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Company expressly limits its damages to Client for any non-accessibility time or other down time. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

TRADEMARKS AND COPYRIGHTED MATERIAL

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

TERMINATION

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) upon mutual agreement in writing of Company and Client.

DISPUTES

Any concerns or problems with this Web Services Contract must be addressed by mail to Corporate Communications. If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

INDEMNIFICATION

Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

GENERAL

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

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