Instant Messaging Real Estate Corp. Terms of Service

Effective September 1st 2017

THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU (“YOU”) AND Instant Messaging Real Estate Corp. (The Company) AND GOVERN USE OF AND ACCESS TO THE SERVICE (AS DEFINED BELOW) BY YOU, YOUR AGENTS (“AGENTS”) AND YOUR END USERS (“END USERS”), WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.

By accepting these Terms, or by accessing or using the Service and/or the Site, You are agreeing to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to The Company. that you have the authority to bind such Entity and its affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

Overview

Your A.I. will be setup with a local dedicated phone number and Facebook Messenger profile for texting communications (not voice calls).

Your A.I. will be available and working 24 hours/day, will never be distracted, and will offer service with a smile for any property inquiry

Your A.I. will learn standard information about you and your team including: Name, phone number, email, brokerage office

Your A.I. will learn standard information about your listings including: Listing sheet data, photos, open house times

Your A.I. will qualify prospective buyers when responding to listing inquiries and will send you qualified lead data in real time when acquired.

If your A.I. does not know the answer to a realty question, they will offer a callback from member of your team when available.

You will receive a report of interaction statistics as well as a list of leads qualified in the same time frame.

IMHR reserves the right to communicate with individuals who have interacted with the system, and from time to time, may offer cross promotions that do not conflict with the client’s business.

If you decide to use the Intercom add-on, Intercom is a separate company with separate fees.

IMRE has the right to cancel your A.I. if there is no usage for 30 days consecutive days.

Definitions

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings: A.I.: means artificial intelligence

Account: means all Instant Messaging Real Estate Corp. accounts or instances created by or on behalf of an Entity or its Agents within the Service.

User: means an individual authorized to use the service through Your Account as an agent, employee and/or administrator, as identified through a unique login.

API: means the application programming interfaces developed and enabled by The Company that permits Users to access certain functionality provided by the Service.

Confidential Information: means all information disclosed by You to The Company or by The Company to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Personal Data: means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

Service: means the on-demand The Company time, attendance, scheduling, HRIS, analytics and payroll solution and tools provided by The Company, including but not limited to, individually and/or collectively, Software and the API.. Any new or modified features added to or augmenting or otherwise modifying the Service or other updates, modifications or enhancements to the Service (“”Updates””) are also subject to these Terms and The Company reserves the right to deploy Updates at any time.

Plan: means the service plan and the functionality and services associated therewith (as detailed on the Site) for which You subscribe with respect to each User.

Site: imre.ca and any other websites that The Company operates.

Software: means software provided by The Company (either by download or access through the internet) that allows an Agent or End User to use any functionality in connection with the Service.

Subscription Term: means the period during which You have agreed to subscribe to the Service with respect to any individual User.

Your Data: means all electronic data, text, messages or other materials submitted to the Service by You, Agents and End Users in connection with Your use of the Service, including, without limitation, Personal Data.

IMRE: means Instant Messaging Real Estate Corp., a British Columbia corporation or any of its successors or assignees. In these Terms, Instant Messaging Real Estate Corp. may also be referred to through the use of We or Our.

Instant Messaging Real Estate Corp. Group: means Instant Messaging Real Estate Corp. together with all other entities that control, are controlled by or under common control with Instant Messaging Real Estate Corp..

Accuracy of Data

You are responsible for the accuracy of all details of your listings that the A.I. messages about. The Company is not responsible for any liability for damages arising out of, or in connection with, your use of the Site.

Confidentiality and Data Protection

By using this service and accepting these Terms, You and The Company will protect each other’s confidential information from unauthorized use, access or disclosure in the same manner as each protects its own confidential information, but with no less than reasonable care. Clients are requested to retain copies of any literature issued in relation to the provision of our services.

Indemnification

The Company will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party validly alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). The Company shall, at its expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by The Company for such defence, provided that (a) You promptly notify The Company of the threat or notice of such IP Claim, (b) The Company will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with The Company in connection therewith. If use of the Service by You, Agents or End Users has become, or in The Company’s opinion is likely to become, the subject of any such IP Claim, The Company may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by The Company, terminate the Subscription Term and repay You, on a pro-rated basis, any charges for the Service previously paid to The Company for the corresponding unused portion of Your Subscription Term. The Company will have no liability or obligation under this clause with respect to any IP Claim if such claim is caused in whole or in part by (a) compliance with designs, data, instructions or specifications provided by You; (b) modification of the Service by anyone other than The Company; or (c) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing. These provisions state the sole, exclusive and entire liability of The Company to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You, Agents or End Users.

Platform Security

We follow industry standards and best practices for privilege separation of our data, and all communication made by our application, over the internet, is encrypted using industry standard SSL encryption. While we make every effort to keep Your Data secure, The Company is not responsible for any liability for damages arising out of, or in connection with, Your use of this website.

Cancellation and Termination

Either You or The Company may elect to terminate Your Account and subscription to the Service at any time.

Limitation of Liability

Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or their affiliates, offices, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party or third party in connection with these terms or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

Service Level Agreement

The Company will use commercially reasonable efforts to make The Company platform available with a monthly uptime percentage of at least 99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event The Company does not meet the Service Commitment, You will be eligible to receive a Service Credit as described below.

Governing Law

These Terms are governed by the laws of British Columbia. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. The parties agree to submit to the exclusive jurisdiction of the courts of the British Columbia. You may not assign Your rights hereunder to any third party without the prior written consent of The Company. No joint venture, partnership, employment, or agency relationship exists between You and The Company . A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) of British Columbia to enforce any term of this Agreement. If any provision of these Terms is found invalid or unenforceable by any British Columbia court, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms constitute the entire understanding and agreement between The Company and You and supersedes any and all prior understandings and/or agreements between the parties in relation to the Service. No purported waiver by The Company of any of its rights hereunder or under any applicable law or regulation shall be valid unless made in writing by an authorized representative of The Company.

We may, without Your consent, assign our agreement with You to any member of the Instant Messaging Real Estate Corp. Group or in connection with any merger or change of control of The Company or the sale of all or substantially all of our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by The Company as Your consent to any such amendment, provided that you may terminate the Service on the provision of seven (7) days’ notice to The Company. If, in your reasonable opinion, such amendments to the Terms will result in a direct, material and detrimental effect to Your business. The Company’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.