TERMS & CONDITIONS

 

TERMS OF USE

THE FOLLOWING DESCRIBES THE TERMS ON WHICH PORCHLYTE ENTERPRISES
LTD. (“WE”, “US” OR “OUR”) OFFERS THE CLIENT (“YOU” OR “YOUR”) ONLINE
REAL ESTATE AGENT CONSULTING SERVICES (the “Agreement”).

THIS AGREEMENT DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO
YOUR USE OF ONLINE REAL ESTATE AGENT CONSULTING SERVICES. YOU MUST
READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ANY
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE
SERVICES.

1 ACCEPTANCE

1.1 We provide online real estate agent consulting services (the “Services”) to you subject to
your compliance with the terms and conditions below.

1.2 Please note that the Terms and Conditions may be updated from time to time without
notice to you, so please check back periodically. If you do not wish to be bound by the
Terms and Conditions, you may not use the Service.

2 DISCLAIMER

2.1 The content and information contained on this website is provided for entertainment
purposes only. You are advised to exercise due caution and perform due diligence and/or
seek independent advice before proceeding with any activities or suggestions.

2.2 The Services are provided on an “AS IS” basis without representations, warranties or
conditions of any kind, and you acknowledge and agree that we shall have no
responsibility for, or liability in respect of any aspect of the use of the Services by you,
including without limitation any lost, damaged or corrupted data or any acts or omissions
by us.

3 PRIVACY

3.1 We acknowledge and agree that in performance of the Services, you may provide us with,
or we may collect on your behalf, information about identifiable individuals related to
your business (“Personal Information”). We agree to protect all Personal Information we
process with physical, organizational and technological safeguards that are appropriate to
the nature, quantity and sensitivity of such information. Any use or disclosure to third
parties of any Personal Information shall be limited to the purpose of conducting the
Services, except as may be required by law. Our current privacy policy is found at:
http://www.porchlyte.com/privacy.php (“Privacy Policy”).

 

3. CONFIDENTIALITY

 

4.1 As used in this Agreement, “Confidential Information” means:

a) with respect to us, server configurations, software configurations, proprietary
information, proprietary technology, proprietary software, audit reports, information
regarding product development, information regarding the datacenters, and
information contained in manuals, proposals or memoranda;

b) with respect to you, nonpublic Content transmitted to or from, or stored on, the
servers; and

c) with respect to you and us, information that is conspicuously marked as
“confidential” or “proprietary,” information disclosed verbally that is designated as
“confidential” or “proprietary” at the time of disclosure, and information that, by its
nature, would reasonably be considered as confidential to any other person, firm or
corporation.

4.2 Exclusions. Confidential Information does not include:
a) information that is independently developed by a non-disclosing party without the use
of the disclosing party’s Confidential Information as shown by the non-disclosing
party’s written business records;

b) information that is known by a non-disclosing party prior to disclosure by the
disclosing party as shown by the non-disclosing party’s written business records; or

c) information that is or becomes generally available to the non-disclosing party or the
public other than through a violation of this Agreement.

4.3 Restrictions on use and disclosure. A party shall not disclose the other party’s
Confidential Information except:

a) on a need-to-know basis, to its agents, employees and representatives who are bound
by confidentiality restrictions at least as stringent as those stated in this Agreement; or

b) as required by law, governmental regulation or requirement, court order, or subpoena,
in which case and subject to applicable law, the non-disclosing party shall provide
prompt notice to the disclosing party so that the disclosing party may seek a
protective order or other appropriate remedy. A party shall not use Confidential
Information except as required to perform its obligations under this Agreement.

4.4 Standard of care. Each party shall use the same degree of care to protect the other
party’s Confidential Information that it uses to protect its own highly confidential
information from unauthorized disclosure, but in no event shall either party use less than
a commercially reasonable degree of care. The non-disclosing party shall notify the
disclosing party promptly upon its discovery of any unauthorized use or disclosure of
Confidential Information by the non-disclosing party’s employees, representatives, or
agents, and will use commercially reasonable efforts to cooperate with the disclosing

party to regain possession of all Confidential Information and to prevent any further unauthorized use or disclosure.

 

5 COPYRIGHT

5.1 All content published on or otherwise accessible through this site is protected by
copyright. The content, and the copyright in the content, are owned or controlled by us or
our content suppliers. You may only use or reproduce the information in the content for
your own personal, non-commercial or educational use. The content may not be
otherwise used, reproduced, broadcast, published or retransmitted without the prior
written permission of the copyright holder. You must abide by all copyright notices,
information and restrictions contained in any content on or accessed through the website,
and maintain such notices in the content.

6 LIMITATION OF LIABILITY

6.1 In no event shall we, our parent, subsidiaries, officers, directors, employees or our
suppliers, be liable for lost profits or any direct, special, incidental, consequential,
indirect or punitive damages arising out of or in connection with our Services or this
agreement (however arising, including negligence).

7 INDEMNITY

7.1 You agree to indemnify and hold us, and our parent, subsidiaries, affiliates, officers,
directors, agents and employees, harmless from any claim or demand, including legal
costs and fees, made by any third party due to or arising out of your breach of this
Agreement or the documents it incorporates by reference, or your violation of any law or
the rights of a third party.

8 MONITORING

8.1 You acknowledge that we have no obligation to monitor. However, you agree that we
have the right to monitor electronically from time to time and to disclose any information
as necessary to satisfy any law, regulation or other governmental request, to operate
properly, or to protect itself or its users in accordance with our Privacy Policy.

9 GOVERNING LAW

9.1 This Agreement and website shall be governed in all respects by the laws of the Province
of British Columbia and the federal laws of Canada applicable therein, without giving
effect to applicable conflict of law provisions. You consent and submit to the exclusive
jurisdiction of the courts located in the Province of British Columbia, in all questions and
controversies arising out of your use of the site and this Agreement.

10 GENERAL

10.1 We do not guarantee continuous or uninterrupted Services, as operation of the Services
may be interfered with by numerous factors outside of our control. If any provision of
this Agreement is held to be invalid or unenforceable, such provision shall be struck and
the remaining provisions shall be enforced. You agree that this Agreement and all
incorporated terms and conditions may be automatically assigned by in our sole
discretion. Headings are for reference purposes only and in no way define, limit, construe
or describe the scope or extent of such section. Our failure to act with respect to a breach
by you or others does not waive our right to act with respect to subsequent or similar
breaches. This Agreement sets forth the entire understanding and agreement between us
with respect to the subject-matter hereof.