Terms of Service
Last revised September 8, 2023
Propra Technologies Inc. (“Propra”, “we”) provides property management software as a service (the “Services”) located at propra.ca, propra.app, propra.io, propra.tech, and propra.link and their respective subdomains (the “Platform”). We provide the Services for landlords, property managers, condominium corporations and others.
Acceptance of the Platform Terms and Conditions of Use
BY ACCESSING THE PLATFORM YOU (“YOU”, “USER”) ACKNOWLEDGE THAT YOU HAVE BEEN MADE AWARE OF AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) AND THE OBLIGATIONS AND REQUIREMENTS SET FORTH HEREIN.
By using this Platform, you represent and warrant that you are the legal age of majority in the jurisdiction in which you are accessing the Platform to form a binding contract with Propra. Anyone under the age of 18 is prohibited from using this Platform.
If you are using the Platform on behalf of a company or organisation, you represent that you have legal authority to bind such entity to this Agreement. We may require you to provide additional information or documentation demonstrating your authority and/or validating your identity. If you have been previously terminated from use of the Services you may not register or attempt to register on the Platform without our express written consent.
Modifications to the Agreement and Platform
Propra reserves the right, in our sole discretion, to revise and update this Agreement and any aspect or feature of the Platform from time to time without notice to you. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review the terms of service to be aware of any such modifications and your continued use of the Platform shall be your acceptance of this Agreement as modified.
The website, assets, copy, information, and material on the Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice.
Term & Termination
This Agreement will continue until terminated as set out herein (“Term”).
Propra may terminate this Agreement for any reason and at any time in its sole discretion. Upon such termination by us, you will immediately cease using the Platform and the Services. Notwithstanding such termination, your obligations accrued up to the date of termination and any other obligation which by its nature should survive will continue. In the event of such termination, Propra in its sole discretion may delete your User Content and other data from the Platform without notice or liability to you.
You may terminate this Agreement by providing Propra with thirty (30) days’ advance written notice of such termination, notice to be provided in accordance with the provisions of this Agreement.
Safe Use of the Platform
You acknowledge that by accessing the Platform, you may be providing personal information (as defined by applicable laws) (“Personal Information”) about yourself or others and commercially sensitive data about your business. The security of your information is important to us and we use various measures to secure your information from accidental loss and unauthorised use. However, the safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Platform. Users are required to ensure that all persons who access the Platform through a User’s internet connection are aware and comply with this Agreement.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your information, we cannot guarantee the security of your information, including Personal Information, transmitted to Propra. Any transmission of information is at your own risk and you agree that we are not liable in any way for any information that you share through the Platform. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.
Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you, and you agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorised access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorised access.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of this Agreement.
Third Party Services
Your engagement with third party websites, and your purchase of products or services from third parties is at your own risk. We do not endorse and are not responsible or liable for the availability or accuracy of such third-party services, or the content, products, services or results available from such third-party services. All terms, conditions, representations and warranties provided by third parties are between you and such party, including disputesrelating thereto, and you expressly agree to relieve Propra of any liability arising from your interactions with such third parties and further agree to seek relief solely from such parties and not from Propra.
Our Intellectual Property
You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Propra, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Propra and all related names, logos, product and service names, designs, images, and slogans are trademarks of Propra or its affiliates or licensors (the “Marks”). You must not use such Marks without the prior written consent of Propra, which consent may be arbitrarily withheld. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Platform are the trademarks of their respective owners. This Agreement does not, by implication, estoppel, or otherwise, grant any licence or right to use copy, display, distribute, modify, or reproduce any such Marks. Use of any such intellectual property, except as expressly authorised, shall constitute an infringement or violation of the rights of the property owner and will cause irreparable harm to the owner of such intellectual property and entitle such owner to obtain injunctive relief against you without proof of actual damages.
You acknowledge that the Platform, the services provided to you hereunder and all enhancements, modifications and upgrades thereto, and all intellectual property contained therein, are the sole and exclusive property of Propra and that this Agreement does not confer any right, title or interest upon you. You may, at your sole discretion, provide feedback regarding the Platform and the services provided by us, including comments or suggestions relating to features, functionality, or performance (collectively, “Feedback”). You acknowledge that we are entitled to use any such Feedback for any purpose without notice, restriction or remuneration of any kind to you.
You may not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, in any form or medium whatsoever; except your computer or browser may temporarily store or cache copies of materials being accessed and viewed and you may make temporary copies of information for your personal use.
Users are not permitted to modify copies of any materials from the Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials. You must not access or use for any commercial purposes any part of the Platform or materials made available through Propra.
If you print, copy, download, transmit or distribute any part of our Platform in breach of this Agreement, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials or content you have made. Any use of the Platform not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws and be subject to legal action.
Provided that you are lawfully authorised to access the Platform, and subject to the terms of this Agreement and your continued compliance therewith, Propra hereby grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to use the Platform and the Services solely for your own internal and lawful purposes.
Your Intellectual Property
You hereby grant Propra a nonexclusive, royalty-free, irrevocable, perpetual, worldwide licence to use Your name, trademarks, service marks, and logos in any of our advertising or promotional materials.
Tenants and Landlords, Property Managers and Others
If you are a landlord, brokerage, property manager or condominium corporation, you hereby represent and warrant that you: (i) are acting in accordance with applicable laws, including regulations relating to your profession by any relevant regulatory or accrediting body; (ii) possess and will maintain any relevant accreditation required in order for you to provideservices to tenants that you may provide in connection with your use of the Platform and the Services during the Term of this Agreement; (iii) are solely responsible for the nature and quality of the services that you provide to tenants, including the resolution of any disputes relating to same.
If you are a tenant, you hereby represent and warrant that all informationprovided through the Platform is true, accurate and in compliance with applicable laws.
All Users acknowledge and agree that Propra is not a party to any contract, oral or written between landlords and tenants and further agree that any disputes arising between such Users will be resolved directly and without assistance from or involvement by Propra. Propra does not guarantee the identity of any Users on the Platform and expressly disclaims any liability for fraud, identity theft, misrepresentation or other criminal action by any User on the Platform. Propra does not guarantee the accuracy or completeness of any information on the Platform. You acknowledge your obligation to review each transaction made through the Platform for accuracy and to investigate at your own expense any transaction that you believe is erroneous, suspicious or fraudulent. You are solely responsible for any losses incurred in relation to any such transactions.
As part of the Services, Propra, acting in an onboarding capacity, offers payment processing services to Users, to facilitate financial transactions (“Transactions”) related to rental and condominium property management. Propra is not a landlord, property manager, broker or condominium corporation. The total payment amounts required for transactions are determined solely by you and any other party with whom you are entering into an agreement or have an existing agreement with, and not by Propra. Payees must initiate all Transactions on the Platform.
We may use a third-party payment processor (the “Payment Processor”) to process Transactions. You agree to be bound by the terms and conditions of all Payment Processor agreements. We are not responsible for errors made by the Payment Processor. You agree to pay us any charges for Transactions made by you, and you authorise us, through the Payment Processor, to charge your chosen payment method (“Payment Method”). You hereby represent and warrant that you have the legal right to use any Payment Method that you have used in connection with any Transaction. You are solely and fully responsible for any unauthorised access of your account that results in Transactions. Prior to utilising the Platform to perform Transactions, all payees must complete the PAD Authorization. By completing the PAD Authorization, you authorise Propra and/or any Payment Processor to:
- Initiate settlements to and debits from your bank account, credit cards and debit cards on file with Propra for the purposes specified in these Payment Processing Terms of Service and the General Terms of Service. You also agree to any applicable rules of Payments Canada.
- Use and share any information, including Personal Information, that Propra deems necessary to process the payments requested in its sole and absolute discretion; and
- At any time, including post termination or expiration of this Agreement, to debit funds from any and all bank accounts and/or credit/debit card(s) on file with us in order to make us whole for losses that we have incurred as a result of or in any way relating to Transactions associated in any way with your account, including but not limited to resident payment(s), application fees, and chargebacks & NSF expenses.
Recurring Transactions will be processed on the first day of each month. Other standalone Transactions, including but not limited to late payment fees, NSF charges, and security deposits, will be processed on a one-time basis as required.
You are solely responsible for verifying the accuracy and completeness of all information that you submit in relation to a Transaction, including payment amounts, and acknowledge that we will not verify this information prior to processing. You hereby release Propra from any liability relating to the inaccuracy or incompleteness of any information provided by you in relation to a Transaction. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your statement or Propra service accounting records. Failure to notify us of a payment processing error within sixty (60) days will be deemed a waiver of any right to the amount applicable to the error.
Our receipt of transaction funds satisfies the payee’s obligations to make payment to you. Upon settlement of the Transaction with the payee’s financial institution, we will remit funds received to you in accordance with the banking information that you have provided to us. Our fees for Transactions (“Fees”) will be of the kind and in the amounts set out in the Commercial Agreement. Unless otherwise indicated to the contrary therein, Fees must be paid within thirty (30) following your receipt of Propra’s invoice. In the event that you do not pay the relevant Fees within thirty (30) days, and without limiting our rights at law or at equity, we will deduct any outstanding Fees from your next Transaction prior to remitting the amounts collected to you.
In the event that you wish to terminate our authorization to process transactions or change your Payment Method, you must provide us with ten (10) days’ prior written notice via electronic mail to [email protected], receipt of which must be confirmed by us. Notwithstanding such notice by you, we may continue to process Transactions that were submitted before we could reasonably act.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate the Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of eighteen percent (18%) per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, includingreasonable attorneys’ fees and court costs.
We may refuse to process requested Transactions if we believe that you may be: (i) impersonating another person; (ii) violating the intellectual property or other rights of any entity; or (iii) committing any fraudulent act; or (iv) providing any information that we may otherwise reject for any or no reason in our sole discretion.
As a condition of your access and use of the Platform, you agree that you may use the Platform only for lawful purposes and in accordance with this Agreement.
The following content standards apply to any and all such submissions or other content a User submits, posts, publishes, displays, or transmits (collectively “submit”) to the Platform, to other Users or to other persons (collectively “User Content”) and any and all Interactive Functions. Any and all User Contents must comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.
Users that register on the Platform must provide their own legal names and personal information. By registering for the Platform, you hereby warrant and undertake that the information you provide Propra during the registration process or update after registration is accurate and up-to-date. If any User Content becomes inaccurate after submission, the User hereby agrees to promptly update the User Content and holds Propra harmless against any losses, damages or claims resulting from such User’s failure to update the User Content. We may suspend your access to the Platform or terminate this Agreement if you fail to keep this information current.
You acknowledge that we have no obligation to monitor the access to or use of the Platform by any specific user or to review, disable access to, or edit any User Content, but have the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure your compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that we determine is harmful or objectionable; or (v) as otherwise set forth in this Agreement.
WE RESERVE THE RIGHT TO UNPUBLISH ANY USER CONTENT AT ANY TIME IF YOU ENGAGE IN ANY CONDUCT THAT WE BELIEVE IS ABUSIVE, THREATENING, DISHONEST, OR OTHERWISE DISRUPTIVE TO OUR COMMUNITY.
User Content: Grant of License
The Platform may contain Interactive Functions allowing User Content on or through the Platform. None of the User Content you submit to the Platform will be subject to any confidentiality by Propra. By providing any User Content, you grant us and our affiliates, service providers and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, monetize and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Content.
By submitting User Content, you declare and warrant that you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licences, consents, and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement. By creating, uploading, posting, sending or otherwise making available any User Content on or through the Platform, you grant to us a non-exclusive, worldwide, royalty-free, irrevocable,perpetual, sub-licensable and transferable licence to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Platform, in any media or platform.
You understand and agree that you, not Propra, nor Propra’s affiliates, nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Content you submit, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy ofany User Content submitted by you or any other user of the Platform.All orders, purchases or transactions for the sale of goods or services made using the Platform are subject to any other information provided by Propra, at the point of purchase or otherwise, in addition to this Agreement.
Site Monitoring and Enforcement, Suspension, and Termination
Propra has the right, without provision of notice to:
- Remove or refuse to post on the Platform any User Content for any or no reason in our sole discretion.
- At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion.
- Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorised use of the Platform or Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
- Terminate or suspend your access to all or part of the Platform for any or no reason, including, without limitation, any violation of this Agreement.
YOU WAIVE AND HOLD HARMLESS PROPRA AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY PROPRA AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER PROPRA OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review User Content. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
The content on the Platform is provided for general information purposes only. It is not intended to amount to professional advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on the Platform.
Although we make reasonable efforts to update the information on Propra, we make no representations, warranties, or guarantees, whether expressed or implied, that the information on the Platform is accurate, complete, or up to date. Your use of the Platform is at your own risk and neither Propra nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Platform.
The Platform may include content provided by third parties, including from other Users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Propra, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials or User Content do not necessarily reflect the opinion of Propra. Propra nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
You agree not to use Confidential Information except in connection with your use of the Services or to disclose the Confidential Information to any third parties, except your employees who have a need to know and are subject to confidentiality restrictions as least as stringent as those contained herein. You will at all times use the same degree of care to protect our Confidential Information as you would to protect your own confidential information of a similar nature but in no event less than a reasonable degree of care.
Following the termination of this Agreement, you will destroy or return our Confidential Information to us as directed by us.
The owner of the Platform is based in Alberta, Canada. We provide the Platform for use only by persons located in Canada. The Platform is not intended for use in any jurisdiction where its use is not permitted. If you access the Platform from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR SERVICE ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE EXTENT THAT LIABILITY FROM IMPLIEDWARRANTIES OR CONDITIONS CANNOT BE EXCLUDED UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED TO THIRTY (30) DAYS FROM YOUR INITIAL USE OF THE PLATFORM, UNLESS APPLICABLE LAW REQUIRES A DIFFERENT PERIOD, IN WHICH CASE THE SHORTEST PERIOD PERMITTED UNDERAPPLICABLE LAW SHALL APPLY.
NEITHER PROPRA NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PROPRA NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, ORSUCCESSORS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT THE SERVICES WILL OPERATE AS EXPECTED BY YOU OR IN COMBINATION WITH YOUR HARDWARE, SOFTWARE, SYSTEMS OR DATA, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO CONTENT FROM THIRD PARTY SERVICE PROVIDERS. WE FURTHER EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM ANY LEASE OR SIMILAR AGREEMENT OR ANY TRANSACTION BETWEEN TENANTS, LANDLORDS, PROPERTYMANAGERS, AND CONDOMINIUM CORPORATIONS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND YOUR COMPUTER, INTERNET, AND DATA SECURITY AND AGREE TO TAKE PRECAUTIONS AGAINST DAMAGE TO YOUR EQUIPMENT AND INFORMATION THAT COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN THE PLATFORM AND THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICEATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOU ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS. YOU AGREE TO IMPLEMENT PROCEDURES TO VERIFY AND CONFIRM THE ACCURACY OF TRANSACTIONS MADE THROUGH THE PLATFORM.
Limitation of Liability
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL PROPRA NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, THE SERVICES ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
Notwithstanding the foregoing, if any any of the above disclaimers are not enforceable in the relevant jurisdiction, then you agree that neither we nor any of our parent, subsidiaries, affiliates, directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors shall be liable for (1) any damages in excess of the greater of any fees you have paid to us during the most recent six (6) month period to use the Services or One Hundred Dollars ($100.00) CAD, or (2) any indirect, incidental, punitive, special, exemplary or consequential damages or loss of use, lost revenue, lost profits, data, or goodwill to you or any third party from your use of the Platform or Services. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Propra, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, tax assessments, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to: (i) your breach of this Agreement; (ii) your use of the Platform, including, but not limited to, your User Content, third-party sites, any use of Propra or Propra’s content, Services, and products; (iii) your violation of applicable laws; (iv) your violation of any third party right, including intellectual property rights and privacy rights; (v) your failure to obtain or maintain accreditation as a property manager, condominium corporation, brokerage or otherwise under the applicable laws of your province; (vi) your lease or any other agreement between landlord or property manager and tenant; (vii) bodily injury, including death, and property damage resulting from any lease or licence for space; (viii) non-payment of rent or any other amount owing by a tenant; (ix) losses incurred by you due to fraudulent or erroneous transactions made through the Platform; (x) Propra’s actions in accordance with a landlord or property manager’s instructions; and (xi) any dispute between landlord and tenant.
This indemnity will survive the termination of this Agreement.
Governing Law and Choice of Forum
The Platform and this Agreement will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule. Any action or proceeding arising out of or relating to the Platform and under this Agreement will be instituted in the courts of Alberta and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
You agree that our rights under this Agreement and your representations, warranties and obligations hereunder shall survive any expiration or termination of this Agreement.
This Agreement does not create any agency, partnership, joint venture, or other legal relationship between you and Propra. You will not holder yourself out as an agent, partner, or joint venture party of Propra. No advisory, fiduciary or other relationship is created between you and us or a third party by accessing or using the Services or by communicating with us or a third party.
Propra, in our sole discretion may assign or otherwise transfer our interest in this Agreement, including our rights and obligations hereunder, at any time without notice to you. You may not assign this Agreement or any of your rights or obligations hereunder without our prior written consent, which may be arbitrarily withheld. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, this Agreement shall bind and insure to the benefit of the parties and their respective successors and permitted assigns.
In the event of a conflict between this Agreement and any other terms and conditions or policy between you and us, the terms and conditions that are most favourable to Propra will prevail.
You agree that any claim or dispute arising out of or relating in any way to your use of the Platform or Services will be resolved solely and exclusively by binding arbitration in accordance with the ADR Institute of Canada’s Arbitration Rules.
We may provide notice to you through the Platform, by electronic mail to your e-mail address on record with Propra, or via regular mail to your address on record with Propra. Notice to you will be deemed to be given at the expiration of twelve (12) hours if sent by electronic mail, or at the expiration of forty-eight (48) hours if sent by regular mail. Notices sent by you to us shall be in writing and sent via electronic mail to [email protected], or via courier or registered mail addressed to Propra Technologies Inc., located at 400-550 6 Ave SW, Calgary, Alberta, T2P 0S2. Notices sent to us will only be deemed delivered upon acknowledged receipt by us. We may update the method of notice contained herein at any time without notice to you.
If you believe that someone is, through the use of our Platform, unlawfully infringing the copyright(s) in a work belonging to you or someone else, and you wish to have the allegedly infringing material removed, please send detailed information to us at [email protected]. Should you become aware of misuse of the Platform including libellous or defamatory conduct, or if you have any other feedback, comments, requests for technical support, please direct this to [email protected].