Parkbench TERMS OF USE

As amended and restated on: June 6, 2017

YOU MUST READ AND ACCEPT THE FOLLOWING IMPORTANT TERMS BEFORE USING OUR WEBSITE OR SERVICES OR PURCHASING PRODUCTS OR SERVICES FROM OUR WEBSITE.

When you buy products from us under these Terms you have legal rights. Nothing in these Terms prejudices any mandatory statutory requirement.

1. INTRODUCTION

1.1. Preamble

1.1.1. Welcome to https://parkbench.com (the “Website”)! In a nutshell, the Website provides neighborhood related information to its visitors and promotes and delivers services offered by us. The Website is owned and operated by Parkbench Inc. (together with affiliates, “Parkbench”, “us”, “our” or “we”). Parkbench is registered in Ontario, Canada.

1.1.2. THESE TERMS OF USE (THE “TERMS”) CREATE A LEGALLY BINDING CONTRACT BETWEEN YOU AND PARKBENCH AND EXPLAIN HOW YOU MAY USE THE WEBSITE AND ALL ASSOCIATED WEBPAGES AND SERVICES OFFERED BY US (“SERVICES”). SERVICES INCLUDE, WITHOUT LIMITATION, DATA AND SERVICES PROVIDED BY PARKBENCH TO YOU BY EMAIL AND PARKBENCH’S MOBILE APPLICATION(S). YOU MUST READ THESE TERMS CAREFULLY AND COMPLETELY BEFORE YOU USE THE WEBSITE OR SERVICES. BY ACCESSING OR USING THE WEBSITE AND/OR SERVICES, OR OTHERWISE INDICATING YOUR CONSENT, YOU AGREE TO BE BOUND BY THESE TERMS AND THE DOCUMENTS REFERRED TO IN THEM. IF YOU DON’T ACCEPT THESE TERMS, PLEASE IMMEDIATELY LEAVE OUR WEBSITE AND CEASE USING OUR SERVICES.

1.1.3. These Terms also explain how you may buy products from the Website. You should read the following Terms carefully before buying any products. When buying any products you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you will not be allowed to buy any products unless we agree otherwise. If you have any questions about these Terms, please contact us at:

Parkbench Inc.
Suite 320 – 171 East Liberty Street
Toronto, Ontario
M6K 3P6
1-866-721-3807
info@parkbench.com

1.1.4. If you are using the Website or Services on behalf of a company, entity, or organization (collectively, a “Subscribing Organization”) then you represent and warrant that you: (i) are an authorized representative or agent of that Subscribing Organization with the authority to bind such Subscribing Organization to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.

1.1.5. These Terms incorporate and include our Privacy Policy which shall be subject to these Terms in the event of any conflict or inconsistency. Please visit and carefully read our Privacy Policy for information on how we handle your personal information. These Terms may also be supplemented or replaced by additional terms (“Additional Terms”) relating to specific User Content, Materials, goods, information, or services made available or supplied by us using the Website. Additional Terms will be made available on relevant pages of the Website and will be accessible by you for your acceptance before you place an order (as applicable). Additional Terms shall prevail to the extent there is any conflict or inconsistency with any other of these terms.

1.1.6. Parkbench may revise these Terms from time to time, with updated versions posted to this web page. It is your responsibility to periodically visit this page to review the most current version of the Terms. If any material changes are made to the Terms, registered users will be notified via e-mail. The Terms, and any amendments thereto, are binding on you whether you have registered an Account with us or using the Website or Services as an unregistered visitor.

1.1.7. Parkbench seeks to make this Website as accessible as possible. If you have any problems accessing the Website or the content contained on it, please contact us at info@parkbench.com.

2. INTELLECTUAL PROPERTY AND OWNERSHIP OF CONTENT

2.1. Content

2.1.1. User Content. When you send, submit, post, share, or display any materials or content on our Website or through our Services (“User Content”), you retain copyright and any other rights you already hold in such User Content. User Content includes, without limitation, information, data, text, writings, software, music, sound, photographs, graphics, video, works, and emails messages, and other kinds of messages, that you send, submit, post, share, or display on our Website or Services. By posting, sharing, displaying, sending or submitting any User Content when using the Website and/or Services, you grant Parkbench a non-exclusive, perpetual, irrevocable, worldwide, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, publish, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “Licence”). You confirm and warrant to Parkbench that you have all the rights, power, and authority necessary to grant the Licence and that any User Content you supply to us is and shall be your own original work or work which you are authorized to supply to us. When you send, submit, post, or display any User Content on our Website through our Services, and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content.

2.1.2. Responsibility for User Content. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Website or Services, is the sole responsibility of the person from whom it originated. This means that you, and not Parkbench (or our affiliates), are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Website or Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s proprietary rights. Parkbench does not control the User Content posted via the Website and/or Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Parkbench responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Website or Services.

2.1.3. Right to Delete, Modify, or Disclose User Content. You acknowledge that Parkbench does not pre-screen, monitor, or modify User Content, but that Parkbench has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Website and/or Services that violates these Terms, is otherwise objectionable, or for any other reason in our discretion. You acknowledge and expressly consent to Parkbench (and, as the case may be to our affiliates), accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Parkbench believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Parkbench, our affiliates, users, staff, or the public.

2.1.4. Ownership of Derivative Content. Parkbench owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”).

2.1.5. Aggregated Content. Our Website and Services aggregate, collect, and display third party information, content, and materials from around the web (“Third-Party Content”). While we endeavour to provide you with accurate information, we make no representations or warranties that Third-Party Content is accurate, complete, current, truthful, or valid.

2.1.6. Listing Data. Real estate listing data and other real estate related data displayed on our Website or Services is subject to change without notice to you and to errors and omissions. Such data has not been, and will not be, verified by Parkbench. You agree to use such data at your own risk.

2.1.7. Ownership of Materials. Except for User Content and Third-Party Content, or as otherwise stated herein or on the Website, all materials, Services, visual interfaces, graphics, images, logos, designs, texts, writings, audio, video, compilations, information, computer code (including source code or object code), products, software, other works, and all other elements subsisting on or accessible from the Website and/or Services (the “Materials”) are the sole property of Parkbench or our subsidiaries, affiliated companies, and/or licensors. Except as expressly authorized by Parkbench, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary rights that we may have related to the Website, Materials, or the Services. By making the Website and the Services available to you, Parkbench is not providing you with any implied or express licenses or rights other than those expressly stated in these Terms.

Some products or company names and devices, logos, trade-marks, certification marks, icons, graphics, or designs published on this Website are the property of their owners and are exhibited only in such a manner as is intended to be a benefit to their owner.

2.2. Right to Use Website and Services

During the term of these Terms and subject to these Terms, you may access and use the Website and Services but only for the limited purposes for which they are provided (the “Right”). Parkbench may revoke your Right if you do not comply with any part of these Terms or any applicable law, or for any reason (or no reason) whatsoever in our sole discretion.

2.3. DMCA

As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on our Website or Services. If you find anything on our Website or Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement using a Digital Millennium Copyright Act (“DMCA”) notice. To do so, please provide our designed copyright agent (“Copyright Agent”) with the following information:

  • 1. Identification of the copyrighted work that you allege has been infringed;
  • 2. Identification of the allegedly copyright infringing content on our Website that you wish to have removed or disabled;
          - Include the URL that points to the allegedly copyright infringing content; or
          - Include a description of where to find the allegedly copyright infringing content;
  • 3. Your contact information including name, address, email address, and phone number;
  • 4. A physical or digital signature of the true copyright holder or their authorized representative;
  • 5. A statement by you that you have a good faith belief that the use of the allegedly copyright infringing material is not authorized by the copyright owner, its agent, or the law; and
  • 6. A statement by you, made under penalty of perjury, that the information in the DMCA Notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Our Copyright Agent can be contacted as set forth below:

ATTN: COPYRIGHT AGENT
Parkbench Inc.
Suite 320 – 171 East Liberty Street
Toronto, Ontario
M6K 3P6
1-866-721-3807
legal@parkbench.com

3. ORDERING PRODUCTS OR SERVICES FROM THE WEBSITE

3.1. Orders

3.1.1. Advertisements of products or services on our Website are not offers to sell. Rather, such advertisements are invitations to you to make offers to purchase the products and services on the Website. You make an offer to purchase products or services when you deliver to us your properly completed order from which references such products or services (the “Order Form”).

3.1.2. The steps required to create the Contract between you and use are as follows:

(1) You place an order with us by properly completing and delivering to us the Order Form;

(2) When your order is placed with us at the end of the online checkout process, we may e-mail you to acknowledge that we have received your order. This order acknowledgement does not, however, mean that your order has been accepted by us.

(3) We may send you an e-mail to say that we do not accept your order. This is typically for the following reasons:

  • the products or services are not available;
  • we cannot obtain authorization of your payment;
  • you are not permitted to purchase the products or services;
  • there has been an error by us on the pricing or description of the products or services.

(4) Your order is accepted only when we send you an e-mail confirming our acceptance of your order (“Confirmation E-mail”). At this point, a legally binding contract will be in place between you and us and at this point we will dispatch the products or services to you (“Contract”).


3.1.3.The sale of products or services on this Website may be subject to Specific Terms or Additional Terms or both as follows:


(1) Certain products or services that we sell may have specific terms and conditions that apply to such products or services which are set out on the relevant webpage or in additional documentation (“Specific Terms”);

(2) We may also add to or replace these Terms with Additional Terms. We will e-mail you to let you know if we intend to do this by giving you sixty days’ notice. You may end the Contract at any time by giving one month’s notice if we tell you that Additional Terms will apply to the Contract.


3.1.4. Sizes, measurements, and weights of products sold on our Website are approximates. Colours of products, and their packaging, may vary from that shown on the Website.

3.1.5. Prices quoted for products or services on our Website are in Canadian dollars (unless otherwise noted) and do not include GST, PST, HST, QST, any other taxes, or shipping costs unless specifically noted.

3.1.6. Occasionally, there may be errors, omissions, inaccuracies, or misprints on our Website (“Inaccuracies”). Such Inaccuracies may include incorrect prices or descriptions of products or services. We may, at any time, without notice, and without any liability to you: (1) limit quantities available for sale or to be sold; (2) cancel, correct, reject, or terminate your order or the Contract at any time for any reason whatsoever in our sole discretion; (3) correct Inaccuracies; (4) change products or services available on the Website; (5) change prices or descriptions of products or services available on the Website; (6) change the terms of promotional offers; and/or (7) change any other Materials on the Website. We make no warranties that the prices, descriptions, or photographs products or services advertised on our Website are accurate or complete. If there is an Inaccuracy with respect to a product or service you ordered, you may re-order such product or service after the Inaccuracy has been corrected.

3.1.7. When placing an order on the Website, you should take care to ensure that all of the information that you provide to us is correct although we appreciate that from time to time errors might be made. Therefore, please ensure that you take enough time to read and check your order before submitting it to us. If you need to correct any errors you can do so before submitting an order to us.

3.2 DELIVERY

The estimated date for delivery of the products will be set out in the Confirmation E-mail. We use commercially reasonable efforts to deliver our products by the estimated delivery date, but we are not responsible for delivery delays outside of our control. Our products are delivered by third parties and such deliveries are governed by the applicable shipping contracts of those third parties. We may refuse to ship our products to certain locations. We are not responsible for any loss to products during shipment.

3.3 PAYMENT

3.3.1. You may pay for the products or services made available on our Website by using the payment methods provided on the Order Form. If you pay by credit card, you authorize Parkbench to charge the applicable credit card and you represent and warrant that you are the authorized cardholder of the credit card you pay with. You agree to pay all amounts owing for your orders. If your card issuer rejects your card or payment, your order will not be shipped and we will have no obligation to make delivery of the products or services you ordered.

3.3.1. All billing, payment, shipping, and registration information you provide us must be accurate and complete.

3.3.3. We will do all that we reasonably can to ensure that all of the information which you provide to us when paying for the products is secure by using an encrypted secure payment mechanism but in the absence of negligence on our part we will not be liable for any loss that you may suffer if a third party gains unauthorized access to any information that you provide to us.

4. SOFTWARE

Any software that is made available for downloading directly from the Website or Services is our copyrighted work and/or that of our licensors. You may only use such software in accordance with the terms of the end user licence agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. Any use, reproduction, or redistribution of such software not in accordance with the end user licence agreement and/or these Terms is expressly prohibited, and may result in severe civil and criminal penalties.

5. USING THE WEBSITE AND SERVICES

5.1. Privacy

We take your privacy seriously. To find out about how we collect, share and use your content and information, we recommend that you read our Privacy Policy. The Privacy Policy forms part of these Terms and is incorporated by reference. By providing personal information via the Website or Services, you agree that we may collect, use and disclose your personal information as is necessary to operate the Website and provide the Services.

5.2. User Accounts

5.2.1. Accounts. To access some parts of our Website and Services, you will need a user account (“Account”). During the Account registration process, you will select a username and a password. You agree to provide true, accurate, current and complete information about yourself as prompted by the Account registration form and maintain and promptly update this data to keep it true, accurate, current and complete at all times. You understand and agree that you are solely responsible for maintaining the confidentiality of your Account including your password, and are fully responsible for all activities that occur under such Account. You agree to: (a) immediately notify Parkbench of any unauthorized use of your Account or any other breach of security; and (b) logout from your Account at the end of each session. You are solely responsible for all action taken through your Account.

5.2.2. Receipt of Electronic Messages. By registering an Account with us, you consent to receiving messages from Parkbench and other visitors of the Website.

5.3. The Rules

Without limiting anything in these Terms, you agree:

(1) to keep your Account password and other Account login details confidential;

(2) to notify Parkbench immediately of any unauthorized use of any password or Account or any other known or suspected breach of security impacting your use of the Website or Services;

(3) not to use or access an Account which is not your own or that of your Subscribing Organization

(4) to act professionally and courteously when using the Website and/or Services;

(5) to any additional posted guidelines or rules applicable to specific services and features relating to the Website and/or Services which may be posted by Parkbench from time to time and such additional guidelines or rules are hereby incorporated by reference into these Terms;

(6) not to send, submit, post, share, or display any User Content that contains advertising, a solicitation of funds, or a solicitation of goods or services unless written authorization is granted by Parkbench to you;

(7) not to use the Website and/or Services for any unlawful or tortious purpose under applicable law or as prohibited by these Terms;

(8) not to send, submit, post, share, or display any User Content on the Website or Services if doing so violates or breaches any policy, order, regulation, statute, international law, or contract which is applicable to you;

(9) not to use the Website and/or Services if you are under the legal age of majority in your jurisdiction;

(10) not to falsely state or misrepresent the origin of any User Content provided by you to the Website or Services;

(11) not to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;

(12) not to take any action that would damage, harm, or diminish Parkbench, and/or this Website’s, reputation, goodwill, or public image;

(13) not to defame, disparage, harass, libel, threaten, defraud, spam, threaten, stalk, or harm any person or make comments of an obscene, derogatory, or offensive manner when using the Website or Services;

(14) not to promote or incite hatred on the Website or Services;

(15) not to represent or suggest that we endorse any person, business, product, or service unless we have separately agreed to do so in writing;

(16) not to remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Website or Services or elements thereof including without limitation software code, content, or features that prevent or restrict use or copying of any content available through the Website or Services;

(17) not to inhibit any person’s use of the Website and/or Services;

(18) not to use the Website or Services to distribute virus, malware, spyware, works, or other harmful or malicious files;

(19) not to reverse engineer, decompile, disassemble, copy, modify, or otherwise attempt to discover the source code or object code of the Website or Services;

(20) not to reproduce, copy, modify, adapt, exploit for commercial purposes, licence, sublicence, distribute, transmit, translate, or create derivative works of, Materials, Third-Party Content, or User Content, or any part thereof except as expressly permitted by these Terms;

(21) not to scrape or data mine any data, information, User Content, Third-Party Content, or Materials made available on or through the Website and/or Services;

(22) that you may use the Website, Services, User Content, Third-Party Content, and/or Materials only for personal, educational, and non-commercial purposes unless otherwise agreed in writing between you and Parkbench;

(23) not to use any information, data, User Content, Third-Party Content, or Materials on the Website or Services for the purposes of making the purchase, sale, or lease of any property;

(24) not to use the Website or Services to infringe any person’s intellectual property rights, including without limitation copyright, trademark, trade secret, and patent rights; and

(25) that you are solely responsible for all costs and expenses you may incur in relation to your use of the Website.

5.4. Submitting Information to the Website.

The Website and Services are not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.

5.5. Linking and Framing

Unless otherwise agreed in writing by us, you may provide a hypertext link to the Website on another website only if (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with our names and trade-marks, as determined by us in our sole and absolute discretion; (b) the appearance, position and other aspects of the link may not create the false appearance that an entity is associated with or sponsored by us, as determined by us in our sole and absolute discretion; and (c) the link, when activated by a user, display the Website full-screen and not within a "frame" on the linked web site. We reserve the right to revoke our consent to the link at any time in our sole discretion. If such consent is revoked, you must remove the link without delay.

5.6. Use your Judgment

Nothing displayed on our Website or Service is advice. You agree to use your own judgment regarding the merits of any information, data, individual, or entity that you find on or through our Website or Services. Parkbench cannot and does not represent or warrant that any individual or entity whose services are promoted or offered on or through the Site is registered, licensed, qualified, or otherwise authorized or capable of performing any described services.

5.7. Relationship.

Nothing in these Terms creates an agency relationship, employment relationship, fiduciary relationship, advisor relationship, joint venture relationship, or representative agreement between Parkbench and you.

6. REPRESENTATIONS AND WARRANTIES

In addition to and not in derogation of the other representations and warranties you provide us throughout these Terms, you represent and warrant to us that:

(1) you the legal age of majority as that is defined in your jurisdiction;

(2) you are using the Website and Services in a jurisdiction where access to, or use of, the Website and/or Services (or any part thereof) is not prohibited or illegal;

(3) your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any person;

(4) you have all authorizations, permits, and licenses necessary to send, submit, post, share, or display your User Content on the Website and/or Services and to grant us the Licence;

(5) you have provided accurate and complete information on your Account registration form and will keep such information updated and current;

(6) you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your User Content to use his/her name and/or likeness; and

(7) you have the capacity and authority to enter into, execute, and perform your obligations under, these Terms.

7. DISCLAIMERS AND LIMITATIONS OF LIABILITY

7.1. Notice

The Website, Services, User Content, Third-Party Content, and Materials are provided for educational or informational purposes only and are not provided as financial, investing, accounting, legal, real estate, or tax advice, or any other type of advice, and should not be relied upon for such purposes. Nothing on or in the Website, Services, User Content, Third-Party Content, or Materials constitutes professional advice of any type whatsoever and you may not rely on the contents of the Website, Services, User Content, Third-Party Content, or Materials as such. You should not act or rely on any information on or in the Website, Services, User Content, Third-Party Content, or Materials without seeking the advice of a professional. Parkbench assumes no obligations to update the Materials, provide information on developments or changes regarding topics mentioned on or in the Website, Services, User Content, Third-Party Content, or Materials, or modify the functionality of the Website or Services. The User Content, Third-Party Content, Materials and other information made available on the Website and/or Services may contain errors, omissions, or mistakes and Parkbench and its Representatives (defined below) shall not have any liability related thereto. Parkbench may change the Materials without notice to you.

7.2. Disclaimer of Warranties

YOU AGREE THAT YOU USE THE WEBSITE AND/OR SERVICES AT YOUR OWN RISK. THE WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, AND MATERIALS (WHICH INCLUDES, WITHOUT LIMITATION, DERIVATIVE CONTENT) ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT ALLOWABLE AT LAW, PARKBENCH HEREBY DISCLAIMS ALL CONDITIONS OR WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, AND MATERIALS. WITHOUT LIMITING THE FORGOING, THE WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, AND MATERIALS ARE PROVIDED WITHOUT STATUTORY, IMPLIED, OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, USABILITY, EFFECTIVENESS, CURRENCY, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE WEBSITE AND/OR SERVICES WILL FUNCTION WITHOUT ERRORS, INTERRUPTION, OR DOWNTIME. BY USING OUR WEBSITE, YOU AGREE THAT PARKBENCH AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES, CONTRACTORS, AND ASSIGNS, ARE NOT LIABLE FOR ANY LOSS, HARM, DAMAGES, COST, OR INJURY SUFFERED IN CONNECTION WITH USING, OR THE INABILITY TO USE, WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, OR MATERIALS. BY ACCESSING OUR WEBSITE YOU AGREE THAT PARKBENCH IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS OF USERS, VISITORS, USER CONTENT, THIRD-PARTY CONTENT. YOU ALSO AGREE THAT PARKBENCH IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS OR CONTENT OF THIRD PARTIES. YOU ASSUME ANY AND ALL RISK AND LIABILITY FOR ANY HARM, INJURY, LOSS, COSTS, OR DAMAGES SUFFERED AS A RESULT OF USING THE WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, AND/OR MATERIALS AND RELEASE PARKBENCH FROM THE SAME.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARKBENCH MAKES NO WARRANTIES, REPRESENTATIONS, ENDORSEMENTS, OR GUARANTEES RESPECTING PRODUCTS, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, MATERIALS, INFORMATION, LINKS, OR ADVICE MADE AVAILABLE ON THE WEBSITE AND/OR SERVICES. PARKBENCH ALSO MAKES NO WARRANTIES REPRESENTATIONS, ENDORSEMENTS, OR GUARANTEES RESPECTING THE TIMELINESS, COMPLETENESS, QUALITY, CURRENCY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF THE INFORMATION, CONTENT, OR ADVICE PROVIDED BY ANY REAL ESTATE PROFESSIONAL, REAL ESTATE AGENT, BROKER, BROKERAGE, AFFILIATE, APPRAISER, OTHER REAL ESTATE- OR REAL-PROPERTY-RELATED SERVICE PROVIDER, OR REGISTERED USER ON OR THROUGH THE WEBSITE OR SERVICES.

FOR THE AVOIDANCE OF ANY DOUBT, THIS SECTION 7.1 DOES NOT APPLY TO GOODS SOLD BY US TO YOU UNDER THE CONTRACT.

7.3. Third-Party Websites

From time to time we may link to or provide third-party content on our Website or Services. We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility for any information, product, or service advertised or offered by any third-party through any website that can be reached from a link on the Website or Services or featured in any advertising on the Website or Services, and we shall not be a party to any transaction that you may enter into with any such third party. When visiting a third party website, you will be subject to the terms of use and privacy policy of that website.

7.4. Security

Parkbench strives to keep your, personal information, User Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, User Content, or Account. BY USING THE WEBSITE OR THE SERVICES, YOU AGREE, TO THE MAXIMUM EXTENT ALLOWABLE AT LAW, TO RELEASE PARKBENCH AND ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, CONTRACTORS, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, AND SUBSIDIARIES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU, OR THE SUBSCRIBING ORGANIZATION YOU REPRESENT, AS A RESULT OF A SECURITY BREACH, FAILURE, OR SHORT COMING OF THE WEBSITE OR THE SERVICES. While we make reasonable efforts to prevent our Website, Services, and Materials from containing viruses or other harmful software, it is your responsibility to protect your computer and other electronic devices from viruses and harmful software.

If you believe that a security breach is occurring, or will occur, you must notify us immediately.

7.5. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWABLE AT LAW, IN NO EVENT SHALL PARKBENCH OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, CONTRACTORS, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, PROPERTY, GOODWILL, USE, DATA, OPPORTUNITIES, REPUTATION, COMMERCIAL OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF PARKBENCH, OR PARKBENCH’S REPRESENTATIVES, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARKBENCH, AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:

(1) YOUR USE OF THE WEBSITE AND/OR SERVICES;

(2) YOUR RELIANCE ON MATERIALS, USER CONTENT, THIRD-PARTY CONTENT, DATA, OR INFORMATION MADE AVAILABLE ON THE WEBSITE OR THE SERVICES;

(3) PRODUCTS SOLD ON OUR WEBSITE OR SERVICES;

(4) THE ACTS OR OMISSIONS OF ANY USERS;

(5) ANY ACT YOU MAKE OR FAIL TO MAKE AS A RESULT OF YOUR USE OF THE WEBSITE, SERVICES, USER CONTENT, THIRD-PARTY CONTENT, OR MATERIALS;

(6) YOUR INABILITY TO USE THE WEBSITE AND/OR THE SERVICES DUE TO ANY CAUSE;

(7) SERVICES OBTAINED THROUGH THE WEBSITE; OR

(8) ANY OTHER MATTER RELATING TO THE SERVICE OR WEBSITE;

WITHOUT LIMITING THE FOREGOING, IN NO CIRCUMSTANCE SHALL PARKBENCH OR ITS REPRESENTATIVES AGGREGATE LIABILITY EXCEED ONE HUNDRED AND FIFTY CANADIAN DOLLARS IN ALL CASES.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, WE DO NOT EXCLUDE OUR LIABILITY FOR ANY STATUTORY RIGHTS WHICH ARE NOT CAPABLE OF BEING EXCLUDED.

7.6. Indemnity

You agreed to indemnify and hold harmless Parkbench and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, expenses, and injuries arising from your breach of these Terms, any User Content you submit, post, transmit or make available through the Website or the Services, your use of the Website or the Services, or your connection to the Website or the Services. Parkbench reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Parkbench. You will co-operate as fully as reasonably required in the defense of any claim.

7.7. Use of Marks and Non-Solicit

REALTOR®, REALTORS®, and the REALTOR® logo are certification marks that are owned by REALTOR® Canada Inc. and licensed exclusively to The Canadian Real Estate Association (CREA). These certification marks identify real estate professionals who are members of CREA and who must abide by CREA’s By‐Laws, Rules, and the REALTOR® Code. The MLS® trademark, Multiple Listing Service® and the MLS® logo are owned by CREA and identify the quality of services provided by real estate professionals who are members of CREA.

This Website is not intended to solicit persons already under exclusive contracts with other brokerages.

7.8. Reliance

You understand and agree that we are making the Website and Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination or suspension by us of your Account or use of, or access to, the Website and/or Services.

8. TERMINATION AND ACCOUNT DELETION

Parkbench may terminate these Terms or your Account at any time and for any reason whatsoever without notice or liability to you.

You may delete your Account at any time, for any or no reason, by using the delete tool in your Account or by sending an email request to info@parkbench.com, subject to reasonable time needed by us to delete your User Content from our servers and backup systems. Account deletion will not delete your User Content or Derivative Content related to your User Content. Please note that even if you delete your Account, your continued use of the Website or any part thereof will continue to be governed by these Terms.

9. GENERAL

9.1. Survival

Sections and parts 5.2.2, 5.4, 7.0, and 9.0, and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the deletion of your Account.

9.2. Entire Agreement

These Terms, which incorporate the Privacy Policy by reference, constitute the entire agreement between you and Parkbench with respect to the subject matter contained herein and, to the maximum extent allowable at law, there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied.

9.3. Conflicts

Notwithstanding section 9.2 of these Terms, your use of the Website and Services is subject to any other written and duly executed contracts you may have with Parkbench. In the case of any conflict between these Terms and such contract you have with Parkbench, the terms of such written contract shall prevail.

9.4. Amendments

We reserve the right to alter, add to, delete, modify or change these Terms, or any part thereof, at any time. Your use of the Website or Services after any amendments or updates to these Terms shall signify your acceptance of such revised terms. The most current version of these Terms will govern your use of the Website and Services. It is your responsibility to check these Terms from time to time to verify such amendments or updates to the Terms.

9.5. Assignment

We may assign these Terms in part or in their entirety without notice to you or your consent. These Terms are personal to you and you may not assign, transfer, or sublicense any of your rights or obligations under these Terms to any person.

9.6. Jurisdiction

The courts in some countries or provinces will not apply the law of Ontario to some types of disputes. If you reside in one of those countries or provinces, including the province of Quebec, then where Ontario law is excluded from applying, your country or province’s laws will apply to such disputes related to these Terms. \Otherwise, these Terms and the Contract are governed and interpreted pursuant to the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. Similarly, if the courts in your country or province will not permit you to consent to the jurisdiction and venue of the courts in Ontario, then your local jurisdiction and venue will apply to such disputes related to these Terms or the Contract. Otherwise, all claims arising out of or relating to these Terms or the Contract will be litigated exclusively in the federal or provincial courts of Ontario, Canada, and you consent to personal jurisdiction in those courts. Notwithstanding the foregoing, Parkbench may seek injunctive or other equitable relief to protect our rights, and for any other purpose, in any court of competent jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or the Contract.

9.7. Waiver

You agree to waive any right you may have to commence or participate in any class action against Parkbench related to any claim and, where applicable, you also agree to opt out of any class proceedings against Parkbench. Where applicable, if a dispute arises between us and you, you waive any right you may have to participate in a trial by jury with respect to that dispute.

9.8. Enurement

These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.

9.9. Non-Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.

9.10. Severability

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.

9.11. Headings

Headings are for convenience only and shall not affect the interpretation of these Terms.

9.12. Language

The parties acknowledge that they have required that the Terms, Contract, and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.