This agreement ("Agreement") is made between the user ("You") and the service provider ("Service Provider") OfferGo Inc. By accessing this software (“Platform”) or using the services (“Services”), You agree to be bound by the terms and conditions of this Agreement.

The Service Provider operates this Platform, which provides Services including website, software, technical support, and operations to all Realtors, brokerages, and real estate associations in Ontario. However, the Service Provider reserves the right to limit the sales of the Services in any geographic region or jurisdiction in Ontario, on a case-by-case basis. The Service Provider may also limit the quantities of any Services that it offers and changes their descriptions or pricing at any time without notice, at the Service Provider’s sole discretion. Additionally, the Service Provider reserves the right to discontinue any Services offered on its Platform at any time. Please note that any offer for the Services on this Platform is void where prohibited.

You may use the Services only for lawful purposes and in accordance with this Agreement, which includes additional terms and conditions as well as policies that are referenced herein and/or available via hyperlink. You are solely responsible for any activity that occurs on your account. If You do not agree to this Agreement, You should not access or use the Services. If this Agreement is considered to be an offer, acceptance is expressly limited to itself.

By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Service Provider under applicable law and that You meet all eligibility requirements. If You do not meet all of these requirements, You should not access the Services. The legal age of majority in most jurisdictions is eighteen (18) years.

You may not use the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) in any way that violates any applicable federal, provincial, local or international law or regulation; (d) to infringe upon or violate the Service Provider’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to transmit any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation; (h) to transmit any material that contains viruses, Trojan horses, worms, time-bombs, or any other harmful or malicious code; (i) to collect or track the personal information of others; (j) to spam, phish, pharm, pretext, spider, crawl, or scrape; (k) for any obscene or immoral purpose; (l) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet; or (m) to engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services.

To access the Services and create transactions, You must have an account with the Service Provider, and to create an account, You must be a licensed Realtor and an active member of OREA. The Service Provider reserves the right to monitor your use of the Services and remove any information for any reason. Please be aware that your transaction information, such as your organization, brokerage, MLS, and others, may be listed or incorporated into some content or forms on our Platform.

When You set up an account with the Service Provider, You must provide accurate and complete information, and You are responsible for maintaining the security of your account credentials. You must not share your account credentials with anyone else or allow anyone else to access your account. You are responsible for all activities that occur under your account, whether or not You have authorized them. If You become aware of any unauthorized access to your account, You must notify the Service Provider immediately.

The Service Provider reserves the right to refuse Services, terminate accounts, remove or edit content, or cancel orders at its sole discretion. The Service Provider may also suspend or terminate your access to the Services at any time, without notice or liability, for any reason whatsoever, including if it suspects that You have violated this Agreement.

The Data Fill feature provided by the Service Provider enables You to enter information manually or auto-fill in specific input fields or forms. You are solely responsible for the accuracy and content of the information You entered or auto-filled using the Services. The Service Provider shall not be held liable for any harm resulting from the information You entered, any mistakes in auto-fill, or your use of the Data Fill feature.

To use the electronic signature feature, You must consent to the Service Provider’s security and verification procedures, as outlined in its Privacy Policy. You should acknowledge that the security and verification measures implemented in the Services are both secure and reasonable. All digitally signed documents are encrypted. You must also acknowledge that your electronic signature carries the same weight as your handwritten signature and that you are fully responsible for the content You sign. Please note that the Service Provider is not a party to any real estate agreements signed using the Services. If You require the signature of any person who is not an account holder, that person must also agree to this Agreement. They will be responsible for any action or inaction pertaining to the access and use of the Services.

The Service Provider grants you the ability to export third-party forms to PDF versions on your computer or mobile devices. However, You must comply with the terms of the third-party license agreement and refrain from making any modifications that violate the agreement. Please note that if your device does not support certain fonts, the exported forms may not display all the content properly. The Service Provider is not liable for any resulting damages in such cases.

You agree that the Service Provider has your permission to send You or your clients notifications through SMS, email, or other means of communication. You have the option to turn off this feature for your account on the Platform, except for email notifications marked as important by the Service Provider. If the Service Provider sends You SMS notifications, You are responsible for any message and data costs incurred, as determined by your carrier. Please note that SMS services may not be available for all carriers, and the Service Provider will not be held liable if You are unable to receive SMS notifications or if any damage is caused as a result of not receiving them.

The Service Provider allows You to upload images, forms, and other content on the Platform. You are solely responsible for all content that You upload, post, email or otherwise transmit via the Services. You represent and warrant that You have all necessary rights to submit such content and that such content does not infringe on the intellectual property rights of others, including but not limited to copyrights, trademarks, and patents. Additionally, You should not upload any content that is illegal, obscene, defamatory, or otherwise objectionable. The Service Provider does not review uploads and is not responsible for your uploads. However, the Service Provider reserves the right to remove any content that violates these guidelines, as well as terminate your account and/or take legal action if necessary.

If You send the Service Provider any comments or materials, including but not limited to contest entries or creative ideas, suggestions, proposals, or plans, whether solicited or unsolicited, through online or offline means, You acknowledge and agree that the Service Provider may use, edit, copy, publish, distribute, and translate such comments or materials in any medium, without any restrictions. The Service Provider is not obligated to maintain confidentiality, compensate You for the comments, or respond to them in any way. The Service Provider may choose to monitor, edit, or remove any content that it believes is illegal, offensive, threatening, defamatory, pornographic, obscene, or violates intellectual property or this Agreement, but it has no obligation to do so.

You also agree that your comments will not infringe on any third party's rights, including copyright, trademark, privacy, or other personal or proprietary rights, and will not contain any libellous, abusive, or unlawful material. You are solely responsible for the accuracy of your comments and any consequences that may arise from them. You may not use a fake email address, impersonate another person, or mislead the Service Provider or third parties about the origin of your comments. The Service Provider is not responsible and assumes no liability for any comments posted by You or any third party.

By utilizing the Services and providing your personal information, You acknowledge and accept the Service Provider’s Privacy Policy located on the Platform. You also grant the Service Provider the authority to gather, utilize, duplicate, host, transmit, and disclose any user content submissions according to the policy, as deemed necessary for the Platform's use and Services provision.

The Service Provider takes the security of your personal data very seriously and has physical, electronic, and administrative measures in place to protect it from unauthorized access, use, alteration, and disclosure. Please note that while the Service Provider takes measures to protect your personal data, it cannot guarantee that your personal data will always be completely secure when transmitted over the internet. Any transmission of personal data is done at your own risk.

The Service Provider is not responsible for any privacy settings or security measures that are circumvented on the Platform. Please keep in mind that your data (excluding credit card information) may be transferred unencrypted and may undergo changes to adapt to the technical requirements of different networks or devices. Credit card information is always encrypted during transfer over networks.

The Service Provider provides Services through subscription-based and pay-per-use models, and You are responsible for paying all applicable fees and taxes. In order to use the Services, You must have a valid credit card linked to your account for payment processing. By using the Services, you authorize the Service Provider to automatically charge your credit card for all expenses and Services provided on the Platform. If a transaction is unsuccessful or a bill is left unpaid, the Service Provider reserves the right to suspend or terminate your account until the payments are received. Please note that the prices of the Services may change without prior notice, and the Service Provider will not be liable to You or any third party for any price changes.

By using the Platform, You acknowledge that the contents, features, and functionality of the Platform, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are protected by intellectual property laws such as copyright, trademark, patent, trade secret, and any other proprietary rights. This includes material owned by the Service Provider, its licensors, or other providers. The forms, Services, images, and other information provided by the Service Provider on the Platform are protected by applicable copyright laws and are either owned by the Service Provider or licensed to it by third-party providers.

The Service Provider’s name, trademark, trade name, logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of itself or its affiliates or licensors. You are not permitted to use these marks without the Service Provider’s prior written permission. Other names, logos, product and service names, designs, images, and slogans mentioned on the Platform are the trademarks of their respective owners. Any use of such property without authorization may constitute an infringement or violation of the rights of the property owner and may be subject to legal action.

You may use the Platform for personal, commercial, and non-commercial use only. You are not allowed to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material on the Platform, except for limited exceptions, such as temporary storage on your computer and browser, printing a reasonable number of copies for personal use, or downloading a single-user copy for your own personal, non-commercial use.

You are not permitted to modify copies of any materials from the Platform or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform. You may not use any part of our Platform or any services or materials available through the Platform for any commercial purpose.

If you print off, copy or download any part of the Platform in violation of this Agreement, your right to use the Platform will be terminated immediately, and You must return or destroy any copies of the materials You have made. You have no right, title, or interest in or to the Platform or to any content on the Platform, and the Service Provider reserves all rights not expressly granted. Any use of the Platform not expressly permitted by this Agreement is a breach of the Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

The Service Provider reserves the right to take necessary legal actions, such as notifying law enforcement or regulatory authorities or the affected party, without providing prior notice, in the event of any unauthorized or illegal use of the Platform. Additionally, the Service Provider may fully cooperate with law enforcement authorities or court orders to disclose confidential information, including data, identity, or other information, if required by law, governmental regulation, or other valid legal processes.

The Service Provider has agreements with third parties, such as OREA, CREA, and other brokerages, which are related to the Services it offers. If there is any conflict between this Agreement and the third parties' contracts, the third parties' contracts shall take precedence. Those third parties may have the right to monitor your data and usage of the Services on the Platform, create and delete your account, and control which Services you can access. They may also verify whether You are eligible to use the Platform or Services by using any information You provided on the Platform. The Service Provider may provide your membership, National REALTOR Database System Number, or other verification information to the required third parties, such as OREA, CREA, MLS, real estate associations, and others. The Service Provider may also provide your information to other required third parties to verify whether You are permitted to access or receive any requested information. In the event of a dispute between You and any third parties, the Service Provider will not be obligated to intervene.

This Agreement will remain in effect until it is terminated by either You or the Service Provider. You may end this Agreement by notifying the Service Provider 30 days ahead that You no longer wish to use the Services. The Service Provider reserves the right to terminate this Agreement at any time with or without notice if it suspects that You have failed to comply with any term or provision of this Agreement or if the Service Provider determines, at its sole discretion, that it is necessary to do so. If the Service Provider terminates the Agreement, You agree that the Service Provider shall not be held responsible for any harm or claims resulting from or during the actions it takes.

You will still be responsible for all amounts owed up to and including the date of termination. The Service Provider may deny You access to the Services or any part of it if the Service Provider terminates the Agreement. The Service Provider reserves the right to discontinue the Services, and if it decides to do so, it will provide You with a 30-day notice period. The obligations and liabilities of the parties incurred before the termination date will continue to apply even after the Agreement is terminated.

The Service Provider does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty to the quality or results of any Services, information, or other materials purchased or obtained from your use of the Services will meet your expectations.

In no event shall the Service Provider, along with its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, and licensors, will not be liable for any injury, loss, claim, or damages of any kind arising out of your use or inability to use the Services, including but not limited to lost profits, revenue, savings, data, or replacement costs. This applies to all forms of legal action, including contract, tort, and strict liability, even if the Service Provider has been advised of the possibility of such damages. The Service Provider’s liability will not exceed the fees charged for one transaction for pay-per-use account holders or the service fee charged for one month for subscription accounts. These terms and limitations apply to all actions.

The Service Provider cannot be held responsible if the information or content on its Platform or provided through its Services is not accurate, complete, or up-to-date. The Services are intended for general information purposes only and should not be solely relied upon for making decisions without consulting primary, more accurate, complete, or timely sources of information. Your use of the material on the Platform is at your own risk. The Service Provider reserves the right to modify the content of its Services at any time. You acknowledge that it is your responsibility to keep track of any changes made to the Services.

The Service Provider strives to provide You with uninterrupted access to its Services on a daily basis, but sometimes, the Services may be temporarily unavailable due to unforeseen circumstances such as technical difficulties, system failures, power outages, or other events beyond the Service Provider’s control. During these events, the Service Provider will not be held responsible for any damages or service interruptions that may occur. However, the Service Provider promises to make every effort to restore Services as quickly as possible. If scheduled maintenance is required, the Service Provider will provide advance notice and updates afterward, but this does not imply any liability on the Service Provider’s part.

The Platform may contain links to third-party websites or applications for your convenience, including social media features that enable You to link or transmit through third-party sites. The Service Provider does not endorse or have control over the contents of any such third-party sites, and accessing them is at your own risk. The Service Provider accepts no responsibility for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. It is your responsibility to comply with the terms and policies of the third-party sites You visit, and You are recommended to review them carefully before engaging in any transaction. Any complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

If You wish to link to our homepage, You must do so in a fair and legal manner that does not harm the Service Provider’s reputation or suggest any association, approval, or endorsement on the Service Provider’s part where none exists. You may not frame the Platform on any other site, nor link to any part of the Platform other than the homepage. The Service Provider reserves the right to withdraw linking permission without notice.

The Service Provider may offer you access to third-party tools, but it has no control or monitoring over them, and it does not provide any warranties or representations regarding their use. You agree that your use of such tools is entirely at your own risk and discretion, and You should review and agree to the terms and conditions provided by the third-party provider. We shall not be liable for any damages or issues arising from your use of these third-party tools. The tools are provided to You "as is" and "as available" without any endorsement.

The Service Provider provides a selection of Third Party Forms as part of the Services, with the aim of automatically providing appropriate forms based on industry practices. However, if You choose to manually select a form, You are solely responsible for determining the appropriate form to use in each situation. The Service Provider does not assume any liability for any damages or losses resulting from the inappropriate use of these forms. It is important to note that these forms are not a replacement for legal or real estate advice, and You are strongly advised to seek the guidance of a professional for any legal or industry-related advice.

You agree to defend, indemnify, and hold harmless the Service Provider and its affiliates, directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys' fees, arising from your use of the Platform or any violation of this Agreement. This includes any claims related to your user submissions, your use of third-party sites, or any use of the Services, or products that are not expressly authorized in this Agreement. The Service Provider reserves the right to assume the exclusive defence and control of any matter subject to indemnification by You, in which case You agree to cooperate with the Service Provider in asserting any available defences.

By entering into this Agreement, You agree that You and the Service Provider both waive the right to a trial by jury in any lawsuit, counterclaim, arbitration, or any other legal proceeding. Additionally, You also agree to waive the right to be represented or participate in any representative class action of any kind, whether or not You use the Services.

If any part of this Agreement is found to be unlawful, void, or unenforceable, that provision will still be enforced to the fullest extent permitted by law, and any unenforceable part will be considered separate from this Agreement. This determination will not affect the validity and enforceability of the remaining provisions.

The Service Provider’s failure to exercise or enforce any right or provision of this Agreement does not waive its right to do so in the future. This Agreement, along with any policies or rules posted on the Service Provider’s Platform or related to its Services, constitutes the entire Agreement between You and the Service Provider itself and governs your use of the Services, replacing any prior agreements, communications, and proposals, whether oral or written. This includes any previous versions of the Agreement. Any ambiguity in the interpretation of this Agreement should not be interpreted against the party responsible for drafting them.

The Service Provider reserves the right to update, change, or replace any part of this Agreement by posting updates and/or changes on the Platform. Your continued use of the Services after any such modification shall constitute your acceptance of the modified Agreement. Any new features or tools which are added to the current Services shall also be subject to this Agreement. You can always review the most current version of these terms on the Platform. It is your responsibility to periodically check this page for any changes.

By accessing or using the Service, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.