THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT BETWEEN YOU AND LAND4RENT CORP. (“LAND4RENT”, “US” OR “OUR”) STATING THE TERMS THAT GOVERN YOUR ACCESS TO AND USE OF THE ON-LINE FARMLAND AUCTION SERVICES PLATFORM PROVIDED BY LAND4RENT (THE “PLATFORM”).
YOU MAY ONLY BE A VISITOR TO THE PLATFORM OR YOU MAY FALL UNDER THE DEFINITION OF “TENANTS” OR “LANDLORDS” OR “LANDLORDS” OR FALL UNDER MORE THAN ONE OF THESE DEFINITIONS AT ANY GIVEN TIME (ALL AS DEFINED AND FURTHER OUTLINED BELOW). WHICHEVER APPLIES TO YOU, YOU ARE A “USER” (AS DEFINED BELOW) AND YOU AND ALL OTHER SUCH VISITORS “TENANTS” OR “LANDLORDS” OR “LANDLORDS” ARE EACH INDIVIDUALLY REFERRED TO AS A “USER” AND, COLLECTIVELY, REFERRED TO AS “USERS” HEREUNDER. WHERE ANY PARTICULAR “USER” OR “USERS” ARE BEING REFERRED TO HEREIN, THE CONTEXT OR LANGUAGE USED WILL PROVIDE THAT CLARITY. OTHERWISE, ALL SUCH REFERENCES ARE TO ANY “USER” AND ALL “USERS.” THIS AGREEMENT, TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF LAND4RENT’S RULES AND POLICIES REFERRED TO IN THIS AGREEMENT, COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND LAND4RENT.
IF YOU AGREE TO BE LEGALLY BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT, CLICK “AGREE.” IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” AND DO NOT ACCESS OR USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU IN THIS AGREEMENT; CHANGES, ADDITIONS OR DELETIONS TO THIS AGREEMENT ARE NOT ACCEPTABLE AND LAND4RENT MAY REFUSE ACCESS TO THE LAND4RENT ON-LINE AUCTION SERVICE FOR NON-COMPLIANCE WITH ANY PART OF THIS AGREEMENT, IN WHOLE OR IN PART, AT ITS SOLE DISCRETION.
IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE CONTACT customercare@land4rent.com.
Land4Rent is theowner, operator, and provider of the Platform and certain additional services incidentalthereto (collectively, the “Services”) that permits registered owners of farmland and theirproperty managers and listing agents, if any (“Landlords”) to auction their farmland (the“Parcel”) for lease to farmers (“Tenants”) wishing to rent the Parcel under certain termsand conditions as set forth: (a) in this Agreement; (b) in a stand-alone lease agreement (the“Lease”) to be drafted and prepared by the Landlord and then entered into with a Tenantand Lan4Rent; and (c) in our Privacy Policy referred to in Section 36(e) of this Agreementwith an accompanying link. The Services are delivered at http://www.Land4Rent.com and
243661180v6through our Mobile Application. Land4Rent may also offer other tools or services via thePlatform to allow Land4Rent, Landlords, and Tenants to communicate with each other andenter into Leases, business relationships or other transactions.
When performing the Services, Land4Rent is not, under anycircumstances, providing real estate advice or property management services to either theLandlord or the Tenant in relation to the Parcel, the auction process, the rental rates, the bidamounts or any other matter related to the Services. Land4Rent is not providing any adviceto the Landlord or the Tenant as it relates to drafting or entering into the Lease. Land4Rentis only a platform to assist Landlords to list their Parcel to Tenants to make bids on.Land4Rent has no control over the Landlords or the Tenants or any aspect of thetransactions. Land4Rent has no control over the quality, safety or legality of the Parcellisted for auction, or the truth or accuracy of the listings or any other information providedby the users. As a result, any part of an actual or potential transaction between a Landlordand a Tenant, including the quality, condition, safety or legality of the properties listed forauction, the truth or accuracy of the listings (including the content thereof or any reviewrelating to any farmer or property), the ability of users to rent a Parcel, or the ability of aTenant to contract for Parcels, are solely the responsibility of each user and it is up to eachuser to conduct any and all required research and investigation, including seekingindependent legal advice and property management advice, necessary to determine theveracity of the information provided by the other user and whether or not they wish to enterinto any transactions. Users agree that they are responsible for, and agree to abide by, alllaws, rules and regulations applicable to their use of the Platform, their use of any tool,service, including the Services, or product offered on the Platform, and any transaction theyenter into on the Platform or in connection with their access to or use of the Platform,including but not limited to any Lease. Despite the generality of the foregoing of thisSection 3, you understand, acknowledge, and agree that Land4Rent will be provided withall full copy of Leases as finally executed, Operational Data (as defined in the Lease butfurther detailed at Section 36(a) of this Agreement), and generally remain apprised of theactivities of the Landlords and the Tenants who are parties to the Leases with Land4Rentthrough notice requirements under the Leases.
The Services are available to individuals 18years of age or older (unless the age of majority where an individual is located is greaterthan 18 years of age, in which case it is that greater age of majority that is applicable), toindividuals with sufficient power of attorney authority to act on behalf of anotherindividual, and to authorized representatives of legal entities capable of entering intocontractual relationships. If you are acting for another individual through power of attorneyauthority, Land4Rent will ask you to provide a copy of the relevant power of attorneydocument to ensure it provides the required legal authority to act for that individual withinthe context of the Platform, the Services, and entering into contractual relationships andmaking property and financial decisions generally, including the Lease. To be an authorizedrepresentative of a legal entity, you represent and warrant to Land4Rent that you haveauthority to enter into binding commitment on behalf of the legal entity you purport torepresent, including, but not limited to the Lease.
Subject to the other terms andconditions of this Agreement, you are granted a limited, revocable, non-exclusive license toaccess and use the Platform and the content and the Services provided on the Platform,including the Land4Rent’s Intellectual Property (as defined below) constituted thereby andincorporated therein, solely for the purpose of listing a property, searching for a property,leasing, purchasing or researching (for the purpose of inquiring about leasing orpurchasing) any of the products or services offered on the Platform, participating in aninteractive area hosted on the Platform, or for any other purpose clearly stated on thePlatform (the “License”), all subject to and in accordance with the terms and conditions ofthis Agreement, and for no other purposes whatsoever. Any use of the Platform that is notfor one of these purposes is expressly prohibited unless otherwise expressly authorizedunder this Agreement or by us in writing. The License does not include any right ofcollection, aggregation, copying, scraping, duplication, display or any derivative uses ofthe Platform, nor any right of use of data mining, robots, spiders or similar data gatheringand extraction tools without the prior, express written permission of Land4Rent. You agreethat you will not take any action that imposes an unreasonable or disproportionately largeload on Land4Rent’s infrastructure. If you do not have an Account, as defined in Section11(a) of this Agreement, and are merely visiting the Platform, the License and the Servicesare limited though all other terms and conditions of this Agreement, unless they expresslyonly apply to a Tenant or Landlord or Landlord, apply to your use of and access to thePlatform and the Services as a user of the Platform.
Unauthorized uses of the Platform also include, withoutlimitation, those listed below. Unless otherwise previously and specifically agreed to byLand4Rent, you agree not to do any of the following: (a) permit any commercial use of thePlatform or any content on the Platform, other than as expressly permitted by the Licenseand this Agreement or under a separate valid license to software offered on the Platform (a“Valid License”); (b) use the Platform in a manner that results in a payment, Lease or anypart of a rental or other transaction for an Auctioned Property, including as part of a LeasedProperty, that Land4Rent is capable of performing, taking place outside of the Platform(“Offsite”); (c) use the Platform or the Services for the purpose of committing to orsoliciting a rental of a property other than a property listed under a valid Account andrelated subscription on the Land4Rent platform; (d) copy, reproduce, upload, post, display,republish, distribute or transmit any part of the Platform or the Services content in any formwhatsoever, including but not limited to as part of a compilation or any kind of derivativework; (e) reproduce any portion of the Platform or the Services on your website orotherwise, using any device including, but not limited to, use of a frame or borderenvironment around the Platform or the Services, or other framing technique to enclose anyportion or aspect of the Platform or the Services, or mirror or replicate any portion of thePlatform or the Services; (f) deep-link to any portion of the Platform or the Services withoutour express written permission; (g) modify, translate into any spoken language or computerlanguage or create derivative works from, any content or any part of the Platform or theServices; (h) reverse engineer any part of the Platform or the Services or any relatedmaterials, in whole or in part; (i) sell, offer for sale, transfer or license any portion of thePlatform or the Services in any form to any third parties; (j) use the Platform and itsfunctionality (including the inquiry functionality of the Platform) or the Services other thanto auction and/or research rentals of Parcels on the Platform or to make legitimate inquiriesto users, or, for users who are parties to Leases, any other permissible uses of the Platformand components of the Services provided by Land4Rent in that context, except as expresslyauthorized on the Platform or expressly by Land4Rent in writing to you from time to time;(k) use the Platform or the Services to upload, post or transmit information that is in anyway false, fraudulent, or misleading, including making any commitment or inquiry underfalse pretenses, or taking any action that may be considered phishing or spam or that wouldgive rise to criminal or civil liability; (l) upload, post or transmit any unlawful, threatening,abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit,pornographic or profane material of any kind whatsoever; (m) violate, plagiarize or infringethe lawful rights of Land4Rent or any third parties including, without limitation, withrespect to copyright, trademark, patent, trade secrets, rights of publicity or privacy or anyother intellectual or proprietary rights whatsoever, including, for Land4Rent, itsIntellectual Property; (n) use or access the Platform or the Services in any way that, in oursole discretion, adversely affects, or could adversely affect, the performance or function ofthe Platform or the Services or any other system used by us or the Platform or the Services;or (o) upload any information, materials or data of any kind that contains the personalinformation of any third party that has not provided their explicit consent to such collection,upload, use, and disclosure of their personal information by and to Land4Rent, includingwith respect to any and all uses Land4Rent shall put such information as set out in thisAgreement and the other constituent rules, policies, licenses and terms that form part of thisAgreement, or upload any information, materials or data of any kind that is in any manner
543661180v6subject to any types of restrictions whether with respect to confidentiality requirements orother requirements under applicable laws, other than as expressly permitted under thisAgreement. THE USE OF THE PLATFORM OR THE SERVICES IN WHOLE OR INPART, EXCEPT FOR USE AS PERMITTED PURSUANT TO THIS AGREEMENT, ISSTRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTYRIGHTS OF LAND4RENT AND OTHERS AND MAY SUBJECT YOU TO CIVIL ANDCRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FORCOPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT. If you areaware of, or experience, any content, activity or communication through or in connectionwith the Platform or the Services that appears to be in violation of the above restrictions, orin violation of any other provision of this Agreement, please promptly inform Land4Rentby contacting us at customercare@land4rent.com
The Services are available to individuals 18 years of age or older (unless the age of majority where an individual is located is greater than 18 years of age, in which case it is that greater age of majority that is applicable), to individuals with sufficient power of attorney authority to act on behalf of another individual, and to authorized representatives of legal entities capable of entering into contractual relationships. If you are acting for another individual through power of attorney authority, Land4Rent will ask you to provide a copy of the relevant power of attorney document to ensure it provides the required legal authority to act for that individual within the context of the Platform, the Services, and entering into contractual relationships and making property and financial decisions generally, including the Lease. To be an authorized representative of a legal entity, you represent and warrant to Land4Rent that you have authority to enter into binding commitment on behalf of the legal entity you purport to represent, including, but not limited to the Lease.
You understand that by using the Services, you may encounter content that may be deemed offensive, indecent, or objectionable. Notwithstanding this, you agree to use the Services at your sole risk and that Land4Rent shall have no liability to you for content that may be objectively or you may find subjectively offensive, indecent or objectionable.
Use of the Services requires compatible hardware, Internet access, and certain software and may require obtaining updates or upgrades from time to time. All fees and costs related to such hardware, Internet access and software, including all updates and upgrades, shall be your sole financial responsibility. Because use of the Services involves hardware, software and Internet access, your ability to use the Services may be affected by the performance of these factors. High-speed Internet access is strongly recommended. You acknowledge and agree that such hardware compatibility requirements, which may be changed from time to time, are your responsibility. The Services are not part of any other product or offering and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Services.
Your access to and use of the Platform and use of the Services and transactions completed through it are subject to the Land4Rent Privacy Policy at http://www.Land4Rent.com which can be readily viewed on the Platform, and any other end-user agreements or other terms and conditions required for use of the Services, all of which are hereby made a part of this Agreement. If you have not already read the Privacy Policy, you should do so now.
You agree to provide accurate, current and complete information required to register and create a user Account (as defined below) with Land4Rent and at other points as may be required in the course of using the Services (collectively, the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Land4Rent may, at its sole discretion, terminate or restrict your Account, your rights to any or all of the Services, your rights under the License or terminate or restrict your access to or use of the Platform if any information you provide is false, inaccurate, misleading or incomplete in whole or in part. You agree that Land4Rent may store and use the Registration Data you provide (including payment card and banking information) for use in maintaining your Account, billing fees to your payment card or bank account provided to us, and to facilitate your access to and use of the Platform, the Services, and to provide you the License (as defined below). You consent to the collection, use, and disclosure of the information you provide as part of the Registration Data, including any personal information, for these purposes and for Land4Rent’s Processing (as defined and further outlined below) and use as part of the Resultant Data (as also defined and further outlined below).
You agree to provide accurate, current and complete information required to register and create a user Account (as defined below) with Land4Rent and at other points as may be required in the course of using the Services (collectively, the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Land4Rent may, at its sole discretion, terminate or restrict your Account, your rights to any or all of the Services, your rights under the License or terminate or restrict your access to or use of the Platform if any information you provide is false, inaccurate, misleading or incomplete in whole or in part. You agree that Land4Rent may store and use the Registration Data you provide (including payment card and banking information) for use in maintaining your Account, billing fees to your payment card or bank account provided to us, and to facilitate your access to and use of the Platform, the Services, and to provide you the License (as defined below). You consent to the collection, use, and disclosure of the information you provide as part of the Registration Data, including any personal information, for these purposes and for Land4Rent’s Processing (as defined and further outlined below) and use as part of the Resultant Data (as also defined and further outlined below).
The Services and the Platform are currently available to you only in Canada and are not being made available for use in or from any other location. You agree not to use or attempt to access or use the Services or the Platform from outside of Canada and that Land4Rent may use technologies to verify your compliance with this territorial restriction. You understand, acknowledge, and agree that jurisdictions outside of Canada have different applicable laws with respect to the use of personal information and the sharing or use of data whether solely within those countries or between those countries and other countries. In addition to any other liabilities under this Agreement, any violation of these territorial restrictions, including the sharing or movement of data between or across jurisdictions outside of Canada, are at your sole risk and liability and you shall indemnity Land4Rent and its respective officers, directors, employees, and shareholders for any and all damages incurred, whether through a claim of any kind by a third party, including any government authority, that such violation violated their rights or applicable laws of Canada or such other implicated jurisdictions. Your violation of this Section 12, in whole or in part, and any resulting damages are expressly excluded from and not subject to any limitations on liability or indemnification on your part under the other terms and conditions of this Agreement.
The Services and the Platform are currently available to you only in Canada and are not being made available for use in or from any other location. You agree not to use or attempt to access or use the Services or the Platform from outside of Canada and that Land4Rent may use technologies to verify your compliance with this territorial restriction. You understand, acknowledge, and agree that jurisdictions outside of Canada have different applicable laws with respect to the use of personal information and the sharing or use of data whether solely within those countries or between those countries and other countries. In addition to any other liabilities under this Agreement, any violation of these territorial restrictions, including the sharing or movement of data between or across jurisdictions outside of Canada, are at your sole risk and liability and you shall indemnity Land4Rent and its respective officers, directors, employees, and shareholders for any and all damages incurred, whether through a claim of any kind by a third party, including any government authority, that such violation violated their rights or applicable laws of Canada or such other implicated jurisdictions. Your violation of this Section 12, in whole or in part, and any resulting damages are expressly excluded from and not subject to any limitations on liability or indemnification on your part under the other terms and conditions of this Agreement.
The Services and the Platform are controlled and operated by Land4Rent from its offices in Alberta, Canada. You agree to comply with all local, provincial and federal laws that apply to your use of the Platform and the Services.
Land4Rent reserves the right to take all such steps that Land4Rent believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or the Lease (including but not limited to Land4Rent’s right to cooperate with any legal process relating to your use of the Services and/or products, and/or a third party claim that your use of the Services and/or products is unlawful and/or infringes such third party’s rights). You agree that Land4Rent has the right, without liability to you, to disclose any Registration Data, User Data, Operational Data, and/or Account information to law enforcement authorities, government officials, and/or a third party, as Land4Rent believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or the Lease (including but not limited to Land4Rent’s right to cooperate with any legal process relating to your use of the Services and/or products, and/or a third party claim that you use of the Services and/or products is unlawful and/or infringes such third party’s rights) or to comply with a court order or order of a government authority.
Certain content, products and services available via the Services and the Platform may include materials from third parties, including, but not limited to third party payment processing platforms (for Rental Payments). In addition, Land4Rent may provide links to certain third party websites. You acknowledge and agree that Land4Rent is not responsible for examining or evaluating the content or accuracy of any such third-party material or website. Land4Rent does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or websites or for any other materials, products or services of third parties, unless otherwise expressly stated under the Privacy Policy. Links to other websites are provided solely as a convenience to you.
BY ACCESSING AND USING THE SERVICES, THE LEASE AND THE PLATFORM, YOU AGREE TO INDEMNIFY AND HOLD LAND4RENT, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, OR ANY ACTION TAKEN BY LAND4RENT AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR ANY LEASE OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT OR ANY LEASE HAS OCCURRED. THIS MEANS THAT YOU CANNOT, AND EXPRESSLY WAIVE ANY RIGHTS TO, SUE OR RECOVER ANY DAMAGES FROM LAND4RENT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS OR LICENSORS AS A RESULT OF LAND4RENT’S DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO YOUR ACCOUNT, THE SERVICES OR THE PLATFORM, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF LAND4RENT’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT OR ANY LEASE HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
In the event that you have a dispute with one or more users of the Platform or users of the Lease, you release Land4Rent (and its officers, directors, shareholders, agents, advisors, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
You agree that Land4Rent has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Platform and the Services. Land4Rent reserves the right at all times to edit, disclose or refuse to post any material or information or request removal of or remove any material or information from the Platform.
You covenant and agree not to (directly or indirectly), without the prior written consent of Land4Rent, which consent may be unreasonably withheld: (a) circumvent or attempt to circumvent, avoid, by-pass or obviate this Agreement in an effort to gain a benefit, fees, commissions or any other consideration at the expense of, or excluding, Land4Rent, or for your benefit or the benefit of any other person; (b) intervene in the continuance of what you actually know or ought reasonably to have known were Land4Rent’s pre-established business relationships, including but not limited to with other users, Landlords, farmers, property managers, financial institutions, government organizations, real estate professionals, services providers, or technology and service providers, or intervene in relationships with any of the foregoing, or initiate relationships, distribution or other contractual and/or transaction relationships that by-pass Land4Rent or the Platform in order to change, increase or avoid directly or indirectly payments of established or to be established fees or commission (including, but not limited to the Platform Fee and Renewal Fee); or (c) solicit, initiate, accept or enter into any transactional relationship of any kind which is largely described in or by any Confidential Information supplied to you by Land4Rent or learned through the Platform or the Services, including confidential information obtained through interactions with other users.
You acknowledge and agree that Land4Rent will be irreparably injured by a breach of this Agreement, which injury could not be adequately compensated for by damages, and Land4Rent shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of such provisions. Such remedies shall not be deemed to be exclusive remedies for the breach of such provisions but shall be in addition to all other remedies available hereunder or otherwise available at law or in equity.
Land4Rent may send you notice with respect to the Services or the Platform by sending you an e-mail message to the e-mail address listed in your Registration Data or by a posting on the Platform. Notices shall become effective immediately. Any notices or acknowledgements that are specified in this Agreement may be made using any contact information provided by you. You specifically consent to receive communications from us electronically via any e-mail address you provide and agree that such electronic communications satisfy any legal requirement that such communications are consented to by you or that such communications be in writing. As set out in Section 22, Land4Rent reserve the right to change the terms of this Agreement at any time by providing notice to you, including via posting online, electronic communication, email or through the Platform (which, as set out in Section 22 you are to monitor), and your use of the Platform after any change signifies your acceptance of the changed terms. If you do not agree to the new terms of the Agreement, your sole and exclusive recourse is to stop using the Platform. You agree that any notices provided for in this Agreement, in addition to any other forms of notice specifically provided for under this Agreement, shall be deemed to be effectively given if delivered by e-mail to you or any other user relevant to any given notice requirement, at the e-mail address provided to Land4Rent in the Registration Data. All notices given by you to Land4Rent must be delivered to customercare@land4rent.com. It is your obligation to monitor the Platform and the e-mail provided by you as part of the Registration Data and to update and keep your e-mail and other Registrant Data current. Land4Rent is not responsible for any failure to provide any notice due to your failure to monitor the Platform and your e-mail for notices from Land4Rent or for your failure to keep your Registration Data accurate and current.
You agree that you will not use any automatic device or manual process to monitor or copy Land4Rent’s web pages or the content contained herein. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or the Services.
Land4Rent makes reasonable commercial efforts to make its Services and Platform available at all times, however, Land4Rent is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids, delay the execution of any related Lease in whole or in part, or in any way impact other aspects of an auction. For greater certainty, your use of any particular internet connection and third party internet service provider, browser, hardware, software, network or any similar systems components to access and use the Platform or the Services is at your discretion and risk and Land4Rent will also not be liable for any interruptions or downtime or inability to access the Platform or the Services due to any issues with any of the foregoing or similar constituent parts of the systems you utilize to access the Platform and the Services.
This Agreement and the use of the Services and the Platform shall be interpreted and shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of laws rules. You agree to attorn and submit to the courts of the Province of Alberta in respect of any Dispute relating to the subject matter hereof.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability, Intellectual Property, Confidential Information, data, including but not limited to the Resultant Data, and any provisions or terms or conditions which by their nature necessarily must survive termination of this Agreement, shall survive any termination of this Agreement.
This Agreement constitutes the entire agreement between you and Land4Rent and governs your use of the Services and the Platform, superseding any prior agreements between you and Land4Rent. Land4Rent will not be responsible for failures to fulfill any obligations due to causes that are beyond its reasonable control. For greater certainty, to the extent that terms and conditions in this Agreement are incorporated by reference from any Lease, the Lease applies to this Agreement. In the event of a conflict between the Lease and this Agreement, the agreement with the provisions that more favourable protect Land4Rent, from a legal perspective, shall govern and prevail.
YOU ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE BEEN ADVISED BY YOUR OWN INDEPENDENT LEGAL COUNSEL, FINANCIAL ADVISORS AND TAX ADVISORS IN RESPECT OF THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE LEASE; (B) LAND4RENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS AND LEGAL ADVISORS ARE NOT, UNDER ANY CIRCUMSTANCES, PROVIDING ANY ADVICE TO YOU WITH RESPECT TO THE TERMS OF THIS AGREEMENT OR THE TERMS OF THE LEASE, LEGAL OR OTHERWISE; (C) LAND4RENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS AND LEGAL ADVISORS ARE NOT ACTING FOR YOU AS A “PROPERTY MANAGER” OR AN “ASSET MANAGER” OR IN ANY FIDUCIARY CAPACITY OF ANY KIND; (D) LAND4RENT HAS ADVISED YOU TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO UNDERSTANDING YOUR RIGHTS AND LAND4RENT’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND YOUR AND THE OTHER PARTY’S RIGHTS AND OBLIGATIONS UNDER THE LEASE, AND THAT IF YOU DO NOT OBTAIN INDEPENDENT LEGAL ADVICE, YOU ARE NOT REPRESENTED BY LEGAL COUNSEL WITH RESPECT TO THE NEGOTIATION AND SIGNING OF THIS AGREEMENT OR ANY LEASE AND ARE EXPRESSLY WAIVING SEEKING SUCH ADVICE AND REPRESENTATION; (E) YOU WERE NOT FORCED, REQUIRED OR INDUCED TO MAKE A BID, ENTER THIS AGREEMENT OR ENTER INTO A LEASE; (F) YOU AGREE THAT THE PROVISIONS OF THIS AGREEMENT AND THE LEASE ARE REASONABLE AND DO NOT GO BEYOND WHAT IS NECESSARY TO PROTECT THE INTERESTS OF ALL PARTIES INVOLVED; AND (G) YOU ACKNOWLEDGE THAT YOUR RESPECTIVE LEGAL COUNSEL HAVE REVIEWED THIS AGREEMENT AND ANY LEASE UNLESS YOU HAVE WAIVED SUCH REPRESENTATION AND REVIEW AS SET OUT IN THIS SECTION 32.
YOU ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE BEEN ADVISED BY YOUR OWN INDEPENDENT LEGAL COUNSEL, FINANCIAL ADVISORS AND TAX ADVISORS IN RESPECT OF THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE LEASE; (B) LAND4RENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS AND LEGAL ADVISORS ARE NOT, UNDER ANY CIRCUMSTANCES, PROVIDING ANY ADVICE TO YOU WITH RESPECT TO THE TERMS OF THIS AGREEMENT OR THE TERMS OF THE LEASE, LEGAL OR OTHERWISE; (C) LAND4RENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS AND LEGAL ADVISORS ARE NOT ACTING FOR YOU AS A “PROPERTY MANAGER” OR AN “ASSET MANAGER” OR IN ANY FIDUCIARY CAPACITY OF ANY KIND; (D) LAND4RENT HAS ADVISED YOU TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO UNDERSTANDING YOUR RIGHTS AND LAND4RENT’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND YOUR AND THE OTHER PARTY’S RIGHTS AND OBLIGATIONS UNDER THE LEASE, AND THAT IF YOU DO NOT OBTAIN INDEPENDENT LEGAL ADVICE, YOU ARE NOT REPRESENTED BY LEGAL COUNSEL WITH RESPECT TO THE NEGOTIATION AND SIGNING OF THIS AGREEMENT OR ANY LEASE AND ARE EXPRESSLY WAIVING SEEKING SUCH ADVICE AND REPRESENTATION; (E) YOU WERE NOT FORCED, REQUIRED OR INDUCED TO MAKE A BID, ENTER THIS AGREEMENT OR ENTER INTO A LEASE; (F) YOU AGREE THAT THE PROVISIONS OF THIS AGREEMENT AND THE LEASE ARE REASONABLE AND DO NOT GO BEYOND WHAT IS NECESSARY TO PROTECT THE INTERESTS OF ALL PARTIES INVOLVED; AND (G) YOU ACKNOWLEDGE THAT YOUR RESPECTIVE LEGAL COUNSEL HAVE REVIEWED THIS AGREEMENT AND ANY LEASE UNLESS YOU HAVE WAIVED SUCH REPRESENTATION AND REVIEW AS SET OUT IN THIS SECTION 32.
Any consent or waiver by Land4Rent to or of any breach or default by you in the performance of this Agreement must be in writing and no consent or waiver, express or implied, by Land4Rent to or of any breach or default by you in the performance of your obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default.
This Agreement will survive the death of either the Landlord or the Tenant under any Lease, and is binding on the deceased party’s personal representatives, heirs and successors. The terms “Landlord” and “Tenant” and references thereto herein shall include the successors and assigns of the Landlord and Tenant, respectively, and the said terms, and references thereto in the singular number or masculine gender shall also include the plural number or feminine (and neuter in the case of a corporation) gender, when the context so requires; and all covenants herein of two (2) or more Landlords or Tenants shall be construed as being joint and several. You covenant and agree to execute and deliver such further deeds, assignments and other instruments, and to give such further assurances and perform such further acts, as may reasonably be required to carry out the purposes, intentions and provisions of this Agreement and the Lease. For greater certainty, this Agreement will survive the death of any one or all parties constituting any Landlords and, in the event if the death of only one party forming part of any Landlords, this Agreement shall continue to apply to all remaining parties forming part of any such Landlords and the successors and assigns of the deceased and, in the event of the death of all parties constituting any Landlords, this Agreement shall continue to apply to the successors and assigns of all such parties.
In the event of any dispute, deadlock, claim, question or difference (the “Dispute”) between or among Land4Rent and you, arising out of or relating to this Agreement or any breach of same, the parties involved in the Dispute (the “Disputing Parties”) shall use their best efforts to settle such dispute, claim, question or difference. The Disputing Parties shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to all Disputing Parties. If the Disputing Parties do not reach a solution within a period of thirty (30) calendar days, then, unless otherwise mutually agreed to by the Disputing Parties, upon written notice by one (1) Disputing Party to the other, the Dispute shall be finally settled by arbitration in accordance with the provisions of the Arbitration Act (Alberta) based upon the following: (a) the arbitration tribunal shall consist of one (1) independent arbitrator appointed by Land4Rent. The arbitrator shall be qualified by education, industry experience, and training to decide upon the particular matter; (b) the arbitrator shall be instructed that time is of the essence in proceeding with its determination of the Dispute and, in any event, the arbitration award must be rendered within sixty (60) calendar days of the submission of such Dispute to arbitration; (c) the arbitration shall take place in Calgary, Alberta; (d) the arbitration award shall be given in writing and shall be final and binding on the Disputing Parties, not subject to any appeal, and shall deal with the question of costs of arbitration and all matters related thereto; and (e) judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. No evidence, submissions, documents, information or materials of any kind submitted by either one of the Disputing Parties as part of the arbitration shall be used for any other purpose or for any other proceedings, except as required and necessary for one of the Disputing Parties for the purposes of (d) of this Section 35.
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