NOBUL TERMS OF USE

Last Updated: October 16, 2017.

THIS AGREEMENT FORMS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND NOBUL. PLEASE READ IT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF NOBUL’S LIABILITY TO YOU, AND INDEMNITIES THAT YOU GIVE NOBUL. YOU MAY NOT USE THE APPLICATION OR THE SERVICES IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT (I.E., IF YOU ARE A MINOR), OR IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE TERMS.

This Nobul Terms of Use agreement (this “ Agreement ”) governs your access to and use of any materials, content or services provided through the website, online service and mobile application (or any combination of those) known as Nobul (collectively, the “ Application ”), owned or operated by Nobul Corporation (“ Nobul ” or “ us ”). Through the Application, Nobul offers, among other things, an online marketplace connecting real estate agents and consumers, including related online services (collectively, the “ Services ”). By downloading, accessing or using the Application, including by accessing or using the Services, you accept and agree to be bound by this Agreement.

  1. About the Services . Among other things, the Services and Application enable users (each a “ User ”) who are seeking real property representation and related services (each a “ Requesting User ”) to connect through the Application with Users who are real estate professionals (each a “ Professional User ”) for the purpose of providing real estate agency or listing services (the “ Professional Services ”), and vice versa . The Services and Application form a platform that connects Requesting Users and Real Estate Service Professionals only for the purposes of, themselves, contracting for Professional Services. WE DO NOT PROVIDE OR PERFORM PROFESSIONAL SERVICES OURSELVES. WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE OF PROFESSIONAL SERVICES, NOR DO WE HAVE CONTROL OVER THE QUALITY, TIMING, PROVISION OR FAILURE TO PROVIDE, OR ANY ASPECT WHATSOEVER RELATING TO THE IDENTIFICATION, REQUEST, PAYMENT OR PROVISION OF PROFESSIONAL SERVICES RELATED, DIRECTLY OR INDIRECTLY, TO THE APPLICATION OR SERVICES.
  2. Amendments to Agreement . We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on the Application in the same place that you are reading this (or from which we will link to the latest version), and we will indicate at the top of such page the date of the last update to this Agreement. Your continued use of the Services, which use includes your continuing to make available your User Content (defined below) through the Services or any use of the Application, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access the Services or the Application. While we will use reasonable means to attempt to deliver you notice of material changes, it is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.
  3. Modifications to the Services or Application . See Section 15(d) below. We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Services or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE WILL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.
  4. Registration Data; Account Security . Users must register for Services through the Application by creating an account (each, a “ User Account ”).  You are responsible for any and all use of your User Account, including any action that takes place using your User Account by any person or automated process, and as such you are responsible for maintaining the confidentiality and security of the password to your User Account, and immediately notifying us upon any unauthorized use of your password or your User Account.
    1. Account Information. As part of creating a User Account or requesting or, having done so, using or requesting any Services, you will provide us with accurate, current and complete information about you and the Services as may be prompted by any registration forms or prompts through the Services, as well as any other information you provide to us (collectively, “ Account Information ”).  You agree to maintain and promptly update your Account Information from time to time, to keep it accurate, current and complete at all times.
    2. Confirmation . USERS ARE, AND NOBUL IS NOT, RESPONSIBLE FOR THE VERACITY AND RELIABILITY OF ALL ACCOUNT INFORMATION, INCLUDING INFORMATION YOU MAY LEARN ABOUT OTHER USERS THROUGH THE SERVICES. If we deem it necessary in our sole discretion, we may independently verify or ask you for proof of any Account Information. If you are unable to provide proof, we reserve the right, at our sole discretion, to halt your registration or terminate your User Account, or suspend or limit your access to any Services. We do not have the obligation to do the foregoing, and do not assume responsibility for a failure to verify or confirm any Account Information.
    3. Requirements . By creating or using a User Account, you signify that you are of the age of majority and that you have all rights in connection with the Professional Services being requested, including in respect of any real estate, properties or other premises that are the subject thereof. You may not use the Services if you do not meet those conditions. You may register on behalf of a corporate entity; however you acknowledge and agree that by registering for a User Account in such a capacity, you are authorized to enter into this Agreement on behalf of, and bind that entity to, this Agreement.
    4. Requesting Users . When signing up for a User Account as a Requesting User, you are solely responsible for confirming the accuracy of all information provided, including all details relating to the property or properties in question, your own personal information, and any related details. By providing such information, you represent and warrant that you have all legal right, title and interest right to request such Professional Services, including, for example, to grant the successful Professional User access and information needed to perform the Professional Services.
    5. Professional Users . When signing up for a User Account as a Professional User, you will have separate processes and agreements that you need complete in order to complete the registration of your Account. By providing any information or completing any such process, you represent and warrant that you have all legal right, title and interest right to provide Professional Services in connection with the subject premises, including, for example, by complying with all regulatory requirements in connection therewith.
  5. Important Clarification Regarding Relationship . Requesting Users contract directly with the Professional Users for the Professional Services. We will not be a party to any agreements or contracts for Professional Services. We may assist in coordinating certain activities relating to the Professional Services but do not act as a prime contractor for the Professional Services and nothing in our provision of Services makes us responsible for the Professional Services. As part of using the Services or registering for a User Account, Professional Users may agree to pay certain fees to Nobul in connection with the Services. NONE OF THE SERVICES, OR ANY PROCESSES OR PAYMENTS BY PROFESSIONAL USERS, MAKE NOBUL RESPONSIBLE FOR THE VERACITY OR RELIABILITY OF THE USERS’ ACCOUNT INFORMATION, CONTENT OR ANY PROFESSIONAL SERVICES.
  6. Privacy . We care about the privacy of our Users and take steps to protect it. You can view our privacy policy at https://www.nobul.com/legal/privacy-policy , which describes how we may use, access, preserve, store, transfer and disclose your Account Information.  You further acknowledge that the Application uses (and, through it, the Services use) the Internet and other third-party networks, and that, accordingly, any information or communications may be processed or transmitted over various networks outside of our control and for which we do not have any responsibility.
  7. Our License to You . Provided that you are eligible for use of the Services, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Services and the Application solely for your personal use, in connection with the proper requesting or servicing of Professional Services consistent with Section 1 (the “ Permitted Purpose ”), subject to all of the terms and conditions of this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any Content (defined below) accessed through the Application. You further agree not to change, translate, or otherwise create any derivative works of the Services or the Application. You agree to adhere to any terms of any app store, mobile software platform, payment platform, or other third party services provided in connection with your use of the Application. We reserve all rights in and to the Application not expressly granted to you under this Agreement and you only have a limited license to use it to access the Services in accordance with this Agreement.
  8. Content . In this Agreement, “ Content ” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Account Information and postings made or materials transmitted through the Application), music, sound, video, articles, and software.
    1. User Content and Your License to Us . The Services and Application permit you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, subject to Section 8(e), your “ User Content ”), and we do not claim ownership over any User Content. By providing any User Content, you acknowledge that Nobul reserves the right to refuse to accept, display, or transmit any User Content in its sole discretion, and you grant Nobul the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Services and the Application (the “ User License ”) on the following terms: (i) the User License is limited to the purpose of offering the Services, (ii) the User License includes the right to sublicense to third party service providers for the sole purpose of offering the Services, at all times in accordance with this Agreement, and (iii) the User License will end, a commercially reasonable period after such User Content is removed from the Services by you, and we will cease to use User Content except as permitted hereby.
    2. Your Responsibility for User Content . By giving us any User Content, you represent and warrant to us that (i) you have all right, title and interest to grant the User License, (ii) the User Content does not infringe on any other person’s copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, (iii) it is accurate and reliable, and (iv) no User Content contains any libellous, defamatory or otherwise unlawful material, and you hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third party claims that your User Content infringes on any other person’s rights (including all of the rights set out in (b) above). Without limiting that, YOU, AND NOT WE, ASSUME FULL RESPONSIBILITY FOR ALL OF YOUR USER CONTENT, INCLUDING IF A THIRD PARTY SUES US.
    3. Other Permitted Uses . NOTWITHSTANDING THE FOREGOING, (I) THE USER LICENSE INCLUDES ALL RIGHTS FOR NOBUL TO USE, DISCLOSE, ACCESS, STORE, AND TRANSMIT YOUR USER CONTENT AS SET OUT IN THE NOBUL PRIVACY POLICY https://www.nobul.com/legal/privacypolicy.html, AND (II) WE MAY ANONYMIZE OR AGGREGATE YOUR USER CONTENT, SUCH THAT IT NO LONGER IDENTIFIES YOU AS AN INDIVIDUAL, AND CONTINUE TO USE IT FOR ANY PURPOSE, BOTH DURING AND EVEN AFTER YOU USE THE SERVICES OR THE APPLICATION.
    4. Service Content . All Content stored on, made available, or disseminated using the Services or the Application other than your own User Content, including the Services and the Application themselves, all other Users’ Content, any Content made available by Nobul or any third party, and the selection and arrangement of all such Content and User Content (collectively, the “ Service Content ”), is the proprietary property of us or our licensors, including our Users, with all rights reserved, and Nobul (or, as applicable, our licensors, including our Users ) retain and shall retain all right, interest and title in and to all Service Content.
    5. Feedback . User Content does not include any questions, comments, complaints, suggestions, ideas, feedback or other information about the Services, the Application or other Service Content that you provide to us, all of which will be non-confidential and without limiting that Nobul will be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
    6. Third Party Sites and Content . The Services or the Application may rely upon (or you may be presented with) links to other web sites, services, applications, platforms or frameworks (“ Third Party Sites ”) as well as content belonging to or originating from parties other than us or our Users (the “ Third Party Content ”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content available on the Services, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. The inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us and does not guarantee that any Third Party Content will function with the Services or will be error-free. If you decide to access the Third Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern same and that we have no liability arising from your use of or access to any Third Party Site or Third Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Applications. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Services or any Users on any Third Party Sites.
  9. Bidding Process .  Users that participate in the Professional Services bidding process (an “ Auction ”) must adhere to the following terms:
    1. During an Auction, a bid submitted by a Professional User to provide Professional Services (a “ Bid ”) is an expression of interest only, and does not become binding unless and until it is accepted by a Requesting User (a “ Winning Bid ”) and the parties have executed a listing agreement, at which point parties are contractually bound to complete any obligations thereunder.
    2. If you are a Requesting User, you acknowledge and agree that (i) you are the owner of the real estate that you list through our Services (each, a “ Listing ”), (ii) you have provided a complete and accurate Listing, (iii) Nobul may contact you to verify your Listing, and (iv) Nobul can provide your contact information to the Professional User holding a Winning Bid.
    3. If you are a Professional User, you acknowledge and agree that (i) you are responsible for carefully reviewing the contents of a Listing, prior to submitting a Bid on such Listing, (ii) Nobul does not guarantee that any of your Bids will result in Winning Bids, (iii) if you have a Winning Bid, you will contact the Requesting User within twenty-four (24) hours of receiving notification that your Bid has become a Winning Bid, and (iv) if you have a Winning Bid, you will pay the defined service fee to Nobul.
    4. The payment and remittance of taxes, if applicable, is your sole responsibility, and Nobul recommends that you take advice from your accounting, finance or tax professional.  Nobul is not responsible for any taxes owed or any other income issues you come across as a result of using our Services.
    5. Nobul is not intended to solicit parties under an exclusive contract with a brokerage.
  10. User Conduct (Things You Must Not Do) . Any use of the Services, the Application or the Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited. Without restricting that or anything else in this Agreement, you agree not to directly or indirectly
    1. request, offer, negotiate, or complete any portion of Professional Services that (i) would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation,(ii) encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, brothels, or illegal grow operations, or (iii) you have no legal right to request or perform,
    2. use the Services or the Application to request, make or accept an arrangement for Professional Services independent of the Services, in order to circumvent any service fees or for any other reason,
    3. (i) if you are a Requesting User, request Professional Services that you do not actually intend to have completed by a Professional User, or that you do not intend to pay for, on terms that may be agreed to between you and the Professional User, and (ii) if you are a Professional User, respond or bid on any request for Professional Services that you do not actually wish to accept or complete, or that you are not skilled, licensed (where applicable) or competent to complete,
    4. alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, the Application, Services, or Service Content except as strictly contemplated in connection with the Permitted Purpose,
    5. except to the extent required to be permitted by the law of your jurisdiction (but in such case, only upon written notice to us), reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Services, the Application, the Service Content, or any part thereof,
    6. make the Application, Services or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Services or Application in any way except in furtherance of your permitted use in accordance with this Agreement,
    7. republish any Service Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,
    8. use any data mining, robot or similar data gathering or extraction methods with respect to any Services, Application or Service Content,
    9. register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),
    10. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Account Information, User Account or otherwise, or use or attempt to use another User’s User Account or the Services without express authorization from us or the applicable User,
    11. upload, post, transmit, share or otherwise make available on the Services any User Content that (i) consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation not expressly related to Professional Services, (ii) contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information, (iii) is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, politically, or otherwise objectionable, including any activity that in our sole discretion is detrimental to protected grounds under applicable human rights legislation, (iv) contains software viruses, malware, phishing links, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, collect personal information or carry out computer frauds or impersonations, or (v) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law,
    12. disable or circumvent any access control or related process or procedure established with respect to the Services or Application, or attempt to gain unauthorized access to the Services, Application or Service Content, or remove any copyright or other proprietary notices on or in the Service Content or any part thereof,
    13. intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,
    14. access the Application, Services or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Application, Services or Service Content,
    15. utilize the Services in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Services or the Service Content except for standard web browsers through permitted access mechanisms on Nobul sites and the unmodified Application, or
    16. interfere with or disrupt the Services or Service Content (including the servers, networks or technology connected to the Services).
  11. Objectionable Material . You acknowledge and agree that (a) you are solely responsible for all of your User Content, and (b) we may, but are not obligated to, review and delete or remove (without notice) any User Content, in our sole discretion, including, without limitation, any User Content that violates this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Service Content (except for this Agreement, the Privacy Policy and other legally binding agreements between you and Nobul) for any purpose whatsoever. You will also comply with any of your own local laws regarding online conduct and acceptable content.
  12. Termination . You may terminate your User Account at any time by deleting your User Account. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will attempt to give you notice of such deactivation, and you will immediately cease all use of our Services and any Service Content upon termination.
  13. Trademarks . Notwithstanding anything else in this Agreement, “Nobul”, the Nobul logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by Nobul on or in connection with the Services or Applications (collectively, the “ Marks ”) are registered trademarks, trademarks or trade dress of Nobul or its licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Reference on the Services or through the Application to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by, or any affiliation thereof with, Nobul.
  14. User-and-User Disputes and Release . The Services are only a venue for connecting Users. We are not involved in the actual contact between Users or in the provision of Professional Services and you are solely responsible for your interactions with other Users. If you have a dispute with one or more Users, you must resolve it with them. YOU IRREVOCABLY RELEASE NOBUL (AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT OR INDIRECT ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  15. Disclaimers .
    1. No Responsibility for Others’ Content . WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR YOUR USER CONTENT, ANY OTHER USER’S USER CONTENT, OR THIRD PARTY CONTENT, WHETHER OR NOT AVAILABLE THROUGH THE SERVICES, THE APPLICATION OR OTHER USERS. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users’ actions and are not responsible for any Content you may encounter on the Services or through the Application. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, we have no responsibility to monitor any User Content or Third Party Content.
    2. Availability . The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any site or application, or combination thereof.
    3. No Guarantee . We make no guarantee regarding the provision of Professional Services, the acceptance of any requests for the provision of Professional Services, the availability, workmanship, timeliness, integrity, ability or skill of Professional Users or their Professional Services they purport to be able or willing to provide. While we will attempt to verify Professional Users’ Account Information using publicly available information, we do not guarantee that the Professional Users hold any qualification, certification, licence, schooling, training, or insurance required to provide the Professional Services. NOBUL DOES NOT WARRANT OR GUARANTEE ANY PROFESSIONAL USER’S PROFESSIONAL ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE, INSURANCE, BOND, OR OTHER REGULATORY STATUS IN CONNECTION WITH PROFESSIONAL SERVICES.
    4. AS IS; AS AVAILABLE . THE SERVICES AND THE SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NOBUL DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY PROFESSIONAL SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE CONTENT, INCLUDING THE SERVICES OR THE APPLICATION.
  16. Limitation on Liability . Notwithstanding anything to the contrary in this Agreement, except Section 16(e) below,
    1. This section applies to all Users. YOU AGREE THAT ANY CLAIM BY YOU UNDER THIS AGREEMENT AGAINST NOBUL MUST BE BROUGHT WITHIN ONE YEAR OF THE ACT GIVING RISE TO THE CLAIM.
    2. This section applies to all Users. IN NO EVENT WILL NOBUL OR ITS RESPECTIVE DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICES, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF NOBUL IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. This section applies to Professional Users. IN NO CASE WILL NOBUL’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO NOBUL FOR THE SERVICES DURING THE YEAR IN WHICH YOUR SUCH CAUSE AROSE (FOR EXAMPLE, IF YOU ARE A PROFESSIONAL USER, THE AMOUNT OF YOUR SERVICE FEES PAYABLE TO NOBUL).
    4. This section applies to Users other than Professional Users. IF YOU ARE A REQUESTING USER, YOU ACKNOWLEDGE THAT THE SERVICES ARE FREE FOR REQUESTING USERS, AND THUS A COMPLETE LIMIT OF LIABILITY IS APPROPRIATE. AS SUCH, YOU ACKNOWLEDGE THAT, AS NO FEES ARE PAID BY YOU TO NOBUL FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM NOBUL, REGARDLESS OF THE CAUSE OF ACTION. IF FOR ANY REASON NOBUL IS FOUND LIABLE DUE TO ANY INAPPLICABILITY OF THE FOREGOING, IN NO CASE WILL NOBUL’S AGGREGATE LIABILITY TO YOU EXCEED THE LESSER OF (I) 5% OF TOTAL COST OF THE PROFESSIONAL SERVICES RENDERED TO YOU IN A CALENDAR YEAR AND (II) $50. YOU AGREE THAT ALL LIABILITY IN CONNECTION WITH PROFESSIONAL SERVICES RESTS WITH THE RELEVANT PROFESSIONAL USERS, AND ANY INFORMATION PROVIDED BY NOBUL IS IN NO WAY AN ACCEPTANCE OR ADMISSION OF LIABILITY.
    5. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights but only to the extent of such exclusion by applicable law. Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability that may not be lawfully excluded or limited, but instead the intent is that these disclaimers, limitations and exclusions will apply to the fullest extent permitted by applicable law.
  17. No Agency . You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and Nobul as a result of this Agreement or your use of our Services. We are solely independent contractors.
  18. Copyright, Intellectual Property and Content Complaints . If you believe that any Service Content infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Services, you may send a written notification to our designated agent for copyright and other complaints: by e-mail to support@nobul.com or info@nobul.com , or by regular mail to the Attention of Copyright, IP, and Content Complaints, at 379 Adelaide Street West, Suite 100, Toronto, Ontario M5V 1S5. The notification must contain the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements; (c) if the complaint is about objectionable content, the reasons for the objection; (d) identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (e) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (f) a statement that the information in the notification is accurate; and (g) an attestation to the foregoing and that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized under this Agreement or applicable law. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Services or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable Service Content.
  19. Governing Law; Venue and Jurisdiction . We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Services or the Application, you may contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing support@nobul.com .  You agree that the laws of the Province of Ontario, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the City of Toronto, Ontario, in the Province of Ontario with respect to any dispute hereunder.
  20. No Class Actions . To the extent permitted by applicable law, you and Nobul hereby agree and acknowledge that (a) we may only resolve disputes on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action, and (b) to the extent permitted by applicable law, any dispute may not be combined or consolidated with a dispute involving any other person’s or entity’s product or claim. No amendment of this provision will affect Users who entered into the Agreement such amendment unless expressly acknowledged in writing by the relevant User.
  21. Indemnity . YOU ARE FULLY RESPONSIBLE FOR YOUR ACTIONS AND INTERACTIONS WITH OTHER USERS. You agree to release, indemnify and hold Nobul and each of its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal and accounting fees, arising out of or in connection with (a) its use of your User Content, (b) your use of the Services or the Application that violates this Agreement, any law, or any right of any third party, and (c) any interactions, disputes or controversies that arise between you and other Users.
  22. Interpretation . Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word “ or ” is not exclusive and the word “ including ”, or similar language, is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “ person ” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
  23. Other . Except for Professional Users, who may have specific agreements signed or authorized by Nobul, this Agreement constitutes the entire agreement between you and us regarding the use of the Services, superseding any prior agreements between you and us relating to your use of the Services, the Application and all other Service Content. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.
  24. English Language . The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soinet rédigés en anglais.

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