Terms and Conditions

These Terms and Conditions contain the terms that govern your access to and use of PSX (as a registered Contributor, RECA Licensee or Prospect) and together with the Registration Form is an agreement (the “Agreement”) between Go Solo Land Inc. (“GSL”), operating as Property Services Exchange, and you or the entity you represent (where applicable) (“You”). This Agreement takes effect when you click an “I Accept” button or check box on the Registration Form presented with these terms (the “Effective Date”). You represent to GSL that you are lawfully able to enter into contracts. You represent to GSL that you have legal authority to bind the entity you represent (where applicable). Please see Section 9 for definitions of certain capitalized terms used in this Agreement.

1.       AGREEMENT

  • Acceptance.   The parties agree to the terms of the Agreement.
  • Changes in Writing Only. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations and commitments. Any amendment to this Agreement must be made in writing.
  • Revisions to the Agreement. GSL may revise the Agreement on notice of 30 days; by continuing to use the Services you agree to such revisions.
  • Authentication. You must use authentication methods as communicated by GSL from time-to-time when providing Data or accessing Content.
  • Hosting and Management of the PSX. GSL will host and manage the PSX and PSX Website, but may use third-party service providers, including cloud-service providers, to host and manage.
  • Conformity with Legislation. You agree that you shall bear sole responsibility to satisfy yourself that your use of Content complies with any applicable legislation.
  • Term. The Agreement shall commence upon your acceptance of this Agreement and shall terminate at the end of the calendar month in which notice of termination is provided by you or GSL (the “Term”).

2.       Licensor Data

  • Description of PSX. The PSX includes the aggregate of information, curated and obtained by GSL, including the Data, relating to industrial and commercial real estate for sale or lease.
    • Contributors & RECA Licensees

You grant GSL a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, share and modify the Data as necessary for the purposes of PSX and this Agreement.

  • Prospects

GSL grants you a limited, non-exclusive, non-transferrable, limited right license, during the Term, to use, reproduce, display, modify, and create derivative works of Content from the PSX for private use and for the purpose of facilitating your purchase, sale, or lease of real estate. You may not distribute or make Content or other information from the PSX available to any other third party.

 

  • Input of Data. You shall input Data into PSX in the manner and form required by GSL from time-to-time. For greater certainty, you shall input Required Fields and any other information that GSL specifies is required information, provided that such information relates to the industrial and commercial real estate in the PSX Market Segment(s) that you have submitted postings to. GSL may specify on the PSX Website or in a notice what information is required. You warrant that the Data does not contain any viruses or other programming routines that are intended to (i) cause injury to any software or hardware of GSL or (ii) intercept, copy, or encrypt any data or information.
  • Currency of Data. You warrant that the Data you submit to PSX is current. You agree that you must keep all Data in the PSX Current on a monthly basis. For greater certainty, you shall inform GSL if any Data is no longer Current, in the manner and form required by GSL from time-to-time.
  • Authorization to Use Data. You warrant, and indemnify GSL against any claims by third parties that arise for any breach of, the following:
    • you have authorization to license the Data to GSL;
    • you have the right to disclose any personal information included in the Data to GSL;
    • the Data does not infringe any intellectual property rights or other rights of any third-party;
    • the Data is not defamatory, hateful, pornographic, or harmful to minors; and
    • the Data is not intentionally false, inaccurate, or otherwise misleading.
  • Review of Data. GSL is under no obligation to review the Data, but may do so at any time for the purpose of operating the PSX and associated services or in order to comply with the law or an order of any government, court, or other legal authority. GSL may refuse to enter into the PSX, or remove from the PSX, any portion of the Data at any time for any reason.
  • Consent. You consent to the collection, use and disclosure of your personal information by GSL for the purpose of this Agreement, including the placement and retention of your personal information in the PSX Database indefinitely, and disclosure of your personal information as part of Services that you choose to use.
  • For greater certainty, you agree to provide GSL with such information as may be requested by GSL from time to time to verify, for the purposes of operating the PSX and associated services or in order to comply with the law or an order of any government, court or other legal authority:
    • your identity or the identity of any person who is authorized by GSL to use the PSX through your Sponsor-Level Participation;
    • your ownership or control of the Data; or
    • your capacity to enter into this Agreement or authority to bind the entity on whose behalf you have entered into this Agreement.

3.       Access to Content

  • Description of PSX. The PSX includes the aggregate of information, curated, and obtained by GSL, including the Data, relating to industrial and commercial real estate for sale for lease.
  • Licence. GSL grants you a limited, non-exclusive, non-transferrable, limited right license, during the Term, to use, reproduce, display, modify, and create derivative works of Content from the PSX for private use and for the purpose of facilitating the purchase, sale, or lease of real estate by you or your clients. You may not distribute or make Content or other the information from the PSX available to any other third party.
  • Services. You shall access and use Content and submit Data only in accordance with the terms of the Agreement, including the terms of the Services.
  • Real Estate Transactions Use Only. You may access Reports from the PSX Website and you may print or otherwise save individual Reports produced by the PSX Website for private use. You may use Content for private use and for the purpose of facilitating the purchase, sale, or lease of real estate by your Clients. Any other commercial use of the Content is prohibited except with the prior written permission of GSL.
  • No Data Scraping. You are not permitted to access or copy data from the PSX Website and PSX other than by making use of the facilities that may be provided by GSL. Content must not be modified, merged with other information or published in any form. For greater certainty, you are prohibited from using a bot, crawler, or any other similar automated process to copy Content or other information from the PSX Website and PSX.
  • Content Provided “As Is”. Content is provided on an “as is” basis and is provided for informational purposes only. None of the information provided is warranted to be accurate or current. GSL disclaims all warranties and shall not be liable for any damages of any kind, or other compensation under any other theory of liability, due to the use of Content. You agree that GSL shall not be liable for any damages of any kind, or other compensation under any other theory of liability, arising out of your access to or use of the PSX Website, Content, or PSX. Content is not intended to recommend any course of action. If specific advice is needed with regard to legal, financial or other matters, such advice should be sought from qualified professionals.
  • Changes to Reports Formats. GSL may suspend, discontinue or change any aspect of Content without notice or liability.
  • Restricted Access. GSL reserves the right, in its sole discretion, to limit or suspend any user's access to Content or the PSX Website without notice or liability, for any reason whatsoever.
  • Removal of Content. For greater certainty, GSL may remove any Content from the PSX Website which does not comply with the terms of this Agreement.

4.       Intellectual Property & Confidentiality

  • Marketing Rights. You may (i) announce to the public that you are an authorized non-exclusive user of the PSX, and (ii) advertise the PSX under the GSL Marks. You acknowledge that the GSL Marks, as between you and GSL, are owned and licensed solely and exclusively by GSL. Nothing herein will grant to you any rights, title or interest in the GSL Marks.  
  • Goodwill. All use of the GSL Marks and associated goodwill will inure to the benefit of GSL. All rights not expressly granted are reserved to GSL. You must not attempt to register any trademarks, marks or trade names confusingly similar to those of GSL.
  • Quality and Use of Trademarks. You will comply with GSL’s reasonable instructions and quality control requirements regarding use of GSL Marks, as communicated by GSL from time-to-time.
  • Other than so far as necessary to comply with this Agreement, you must not disclose to any third party any part of this Agreement, including these Terms and Conditions and all pricing information, or any information exchanged between the parties for or in relation to this Agreement. The obligation of confidentiality is intended to be perpetual except to such information that no longer has the character of confidential information under common law of Alberta, or that is ordered to be disclosed by a court or other legal authority with power to force disclosure of the information. You shall only use confidential information for the purposes of this Agreement.
  • Protection of Information. You agree that aspects of the PSX Website and associated documentation, including the specific design and structure of individual Reports and Content, constitute trade secrets and confidential information of GSL. You shall not disclose, provide, or otherwise make available such trade secrets or confidential information in any form to any third party without the prior written consent of GSL. You shall implement reasonable security measures to protect such trade secrets and confidential information.
  • Third-Party Infringements. You must take reasonable efforts to notify GSL of any evidence that comes to its attention that would lead one to reasonably conclude that a third party is infringing any GSL intellectual property rights.

5.       Payment

  • Service Fees. Fees and charges for any new Service or new Paid Service will be effective when GSL posts updated fees and charges on the PSX Website, unless GSL expressly states otherwise in a notice.
  • Invoices. All invoices shall be payable within 15 days of their receipt by you. GSL shall not be liable to pay interest upon any deposit.
  • Missed Payments. If you have failed to pay an invoice on time, GSL may cancel any outstanding obligations it may have to you.
  • Interest. Any overdue invoice amounts shall be subject to the lesser of per diem simple interest of 0.05% per day or the highest rate of interest permitted by law.

6.       Liability and Choice of Laws

  • Limitation of Liability. To the maximum extent permitted by applicable law, GSL’s entire liability under any provision of the agreement shall be limited to direct damages equal to the amount actually paid to GSL by you for the particular Services concerned.
  • Indemnity. You agree to indemnify and hold GSL harmless from damages of any kind, or other compensation under any other theory of liability, arising out of your use of the Content and PSX Website, including from any information contained in the PSX.
  • Force Majeure. In no event shall GSL be liable for any failure or delay in the performance of its obligations under this Agreement arising out of forces beyond its reasonable control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer services.
  • Irreparable harm. You acknowledge that a breach by you of a material term of the Agreement could cause irreparable harm to GSL for which monetary damages may be difficult to ascertain or an inadequate remedy. Each party therefore agrees that GSL will have the right to injunctive relief for any such violation of the Agreement, in addition to any other rights and remedies available at law or in equity.
  • Governing Law. The Agreement shall be construed under the laws of Alberta and shall be exclusively enforced in the courts of Alberta or the Federal Court of Canada.   You agree that you shall consent to any request by GSL that a hearing or examination be held by teleconference or at a venue in Alberta, including examination of you.

7.       Representations

  • Corporations. If a party is a corporation, that party warrants that it is duly incorporated in the jurisdiction of your residence and is in compliance with all regulatory filing duties and obligations incumbent upon it under applicable laws to maintain the corporation in good standing.
  • Partnerships. If a party is a partnership, that party warrants that in the jurisdiction of its residence, if that jurisdiction mandates registration, it is registered and the partnership is in compliance with all regulatory filing duties and obligations incumbent upon under applicable laws to maintain the registration of the partnership in good standing.

8.       Notices

  • To You. GSL may provide any notice to you under this Agreement by (i) posting a notice on the PSX Website or (ii) sending a message to the email address then associated with your account. Notices provided by posting on the PSX Website are effective on posting. Notices GSL provides by email will be effective when GSL sends the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when GSL sends the email, whether or not you actually receive the email.
  • To GSL. To give GSL notice under this Agreement, you must contact GSL by email or personal delivery, overnight courier or registered or certified mail to the follow address, as applicable:
    • email address: info@gosolox.com
    • mailing address: Go Solo Land Inc. o/a Property Services Exchange, 320                                           Westridge Road, Edmonton, AB T5T 1C5

GSL may update the email or mailing address for notices to GSL by posting a notice on the PSX Website. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

9.       Interpretation

  • Definitions. For the purpose of these terms and conditions:
    • Entity means the Contributor, RECA Licensee and Prospect including the organization they represent (where applicable).
    • “Entity’s Website” means the websites that you own or control directly including mobile applications, on which you offer any industrial or commercial real estate.
    • “Clients” (in the case of RECA Licensees and Contributors) mean your clients who are seeking to purchase, sell, or lease real estate to be used for industrial or commercial purposes.
    • “Content” means all data, graphics, reports, forms, or other information from the PSX Website in its intended format and intended for viewing by you, including Reports.
    • “Current” means submitting any changes to your Data to the PSX within two weeks of the change during the Term of this Agreement.
    • “Data” includes any information relating to industrial and commercial real estate that you submit to the PSX, including personal information identifying ownership or control of the real estate.
    • “PSX” or “Greater Edmonton Exchange Database” means any information entered into or produced from GSL’s database whether from the Data, data from GSL’s licensors, or other information collected by GSL by any means, and includes Content and Reports.
    • “PSX Website” means the website, mobile application, or other portal authorized by GSL and intended to permit you to access Content.
    • “GSL Marks” includes trademarks and trade names that GSL may adopt from time to time.
    • “PSX Market Segment” means any one of the following:
      • industrial real estate and industrial space;
      • commercial real estate and retail space;
      • commercial real estate and office space.
    • “Participants” means persons who have registered with the PSX.
    • “Participation” means participation in the PSX as a participant.
    • “Reports” means all reports or other information regarding real estate available for sale or lease produced from the PSX as a result of a query made at the PSX Website and intended for use and viewing by you.
    • “Required Field” means part of a description of real estate that is described as “required” on the PSX Website, including confirmation of availability of the real estate, and such information as specified to be mandatory by GSL from time to time in a notice.
    • “Service” means each of the services made available by GSL to Participants and including those services made available to Participants on the terms described in the PSX Website or as provided by GSL in a notice.
    • “Contributor, RECA Licensee or Prospect-Level Participation” means involvement in the PSX in accordance with the terms of this Agreement.
    • “You” means you and the Entity you represent (where applicable)
  • English Language. The parties have expressly requested and agreed that these terms and conditions and all related documents be drawn up in English. Les parties conviennent et exigent expressement que le présent contrat et les documents qui s’y rattachent soient redigés en anglais.
  • For greater certainty, in this Agreement, the words “including” or “includes” has the same meaning as “including/includes without limitation” or “including/includes but not limited to” and must not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
  • Persons under control of a party. Any reference to a party includes the officers, directors, agents, servants, employees, representatives, successors, assigns, subcontractors, consultant and professional advisers, or related or affiliate entities of that party and all those under their control.
  • Time. Time shall be of the essence of the Agreement and of every part thereof.
  • Currency. Unless otherwise stated, all prices in are Canadian Dollars (CAD).
  • No Partnership or Joint Venture. The parties to the Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.
  • Waiver. No waiver by GSL of any term or condition of the Agreement or any breach thereof shall be made effective unless made in writing. The waiver by any party of any breach under the Agreement shall not be deemed to be a waiver of any subsequent breach of a like or different nature. Any failure by GSL to insist upon or enforce strict performance of any right or provision of the Agreement shall not constitute or be construed as a waiver of any right or provision.
  • Survival. If this Agreement is terminated for any reason, the terms of this Agreement which by their nature should survive termination shall so survive. For greater certainty, at least the following terms shall survive termination of this Agreement: Sections 4, 5 and 6.
  • Prevail. In case of any inconsistency between these Terms and Conditions and any other provisions forming part of this Agreement, these Sponsor Terms and Conditions shall prevail.
  • Binding on successors. The Agreement shall enure to the benefit of and be binding upon the parties hereto and their permitted successors and assignees.
  • Severable. These Terms and Conditions and the Registration Form shall be read as a single Agreement. If a court of competent jurisdiction should find any provision of the Agreement to be invalid or unenforceable, such finding shall not affect or impair the validity and enforceability of the remaining provisions.
  • Contra proferentem. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting the Agreement.
  • Singular and Plural. Reference to the singular includes a reference to the plural and vice versa.
  • Sections and Subsections. These terms and conditions are divided into Sections and Subsections.
  • Headings. The headings contained in the Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of the Agreement.