1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.
By requesting services from Zoon Group Inc. (referred to herein as “Zoon”, “us”, “we”, or”our” as the context may require) you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you request services on behalf of another individual, organisation, or company, you have the legal authority to bind any such individual, organisation, or company to these terms and conditions.
These terms and conditions (these “Terms“) apply to the purchase and sale of services with us. You should review these Terms before requesting any services that are available through us orZoon’s website www.zoon.ca (“Site“).
These Terms are an integral part of the Site’s Terms & Conditions that apply generally to the useof our Site. You should also carefully review our Website Privacy Policy when requesting services through our Site (see Section 18 below).
2. Order Acceptance and Cancellation. You agree that your placing of an order with us is anoffer to buy, under these Terms, of all services listed in your order (the “Services“) and all finalwork product delivered by us to you as part of the Services (the “Deliverables“). All orders willbe described in an accompanying order confirmation, which we will provide to you concurrentlywith these Terms (“Order Confirmation“). All orders must be accepted by us or we will not beobligated to sell the Services or provide the Deliverables to you. We may choose not to acceptorders at our sole discretion, even after we send you our Order Confirmation email with yourorder number and details of the Services you have ordered. We will provide you with reasonable notice in the event we choose not to accept your order thereafter.
THESE TERMS SHALL BE DEEMED TO HAVE BEEN ACCEPTED BY YOU UPONOUR COMMENCEMENT OF THE SERVICES.
3. Performance Dates. We shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
4. Customer’s Obligations. You shall:
(a) cooperate with us in all matters relating to the Services and provide such access to your premises, and such office accommodation and other facilities as may reasonably berequested by us, for the purposes of performing the Services;
(b) Respond promptly to any of our requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for us to performServices in accordance with the requirements of these Terms and the Order Confirmation;
(c) provide such customer materials or information as we may request to carry out theServices in a timely manner and ensure that such customer materials or information arecomplete and accurate in all material respects; and
(d) obtain and maintain all necessary licences and consents and comply with allapplicable laws in relation to the Services before the date on which the Services are tostart.
5. Customer’s Acts or Omissions. If our performance of our obligations under these Termsis prevented or delayed by any act or omission of you or your representatives, agents, subcontractors, consultants or employees, we shall not be deemed in breach of our obligationsunder these Terms or the Order Confirmation or otherwise liable for any costs, charges or lossessustained or incurred by you, in each case, to the extent arising directly or indirectly from suchprevention or delay
6. Prices and Payment Terms.
(a) All prices, discounts, and promotions posted on the Site are subject to changewithout notice. Unless otherwise agreed to in writing, the price charged for Services willbe the price advertised on the Site at the time the order is placed and/or as confirmed inthe Order Confirmation, subject to the terms of any promotions, discounts, and otherdisbursements that may be applicable. The price charged will be clearly stated in yourfinal invoice following our provision of the Services. Price increases will only apply toorders placed after the time of the increase. Posted prices do not include taxes or chargesfor shipping and handling. All such taxes and charges will be added to your total priceand will be itemized in your final invoice. We strive to display accurate priceinformation; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right tocorrect any errors, inaccuracies, or omissions at any time and to cancel any orders arisingfrom such occurrences.
(b) Terms of payment are within our sole discretion. Invoices are due and payableupon receipt. We may charge late payment interest of two percent (2%) per annum onundisputed amounts. Without waiving any of our other rights or remedies, we may refuseadditional orders, suspend any Services, and withhold Deliverables until all overdueamounts are paid in full.
7. Change Orders. If you wish to change the scope or performance of the Services, you shallsubmit details of the requested change to us in writing. Any changes must be agreed upon in writing.
8. Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of any hardcopy Deliverables to you. You will payall shipping and handling charges unless otherwise specified in the order confirmation.
(b) Title and risk of loss pass to you upon our transfer of any hardcopy Deliverablesto the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
9. Limited Warranty.
(a) We warrant to you that we shall perform the Services using personnel of requiredskill, experience, and qualifications, and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote adequate resources to meet our obligations under these Terms.
(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 9(a), WEMAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECTTO THE SERVICES OR DELIVERABLES PURCHASED FROM US, INCLUDING (i) ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTYAGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ATHIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OFDEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OROTHERWISE.
(c) WE PROVIDE MEASUREMENT SERVICES USING THIRD PARTYPROFESSIONALLY APPROVED DEVICES, INCLUDING LASERMEASUREMENT DEVICES, AND IN ACCORDANCE WITH THERESIDENTIAL MEASUREMENT STANDARDS OF ALBERTA. WE AREDEPENDENT ON PROFESSIONALLY APPROVED MEASUREMENTDEVICES TO PROVIDE ACCURATE READINGS. WE ARE ALSODEPENDENT UPON THIRD PARTY COMPUTER SOFTWARE TOACCURATELY RECORD MEASUREMENTS. WE MAKE NO WARRANTY ORCONDITION WHATSOEVER AS TO THE COMPLETE ACCURACY OFMEASUREMENTS TAKEN WITH PROFESSIONALLY APPROVED DEVICESAND THE MERCHANTABILITY OF COMPUTER SOFTWARE RECORDINGMEASUREMENTS. ALL MEASUREMENTS ARE TAKEN AND RECORDEDWITH COMMERCIALLY REASONABLE EFFORT.
(d) We shall not be liable for a breach of the warranties set forth in Section 9(a)unless: (i) you give written notice of the defective Services and/or defective Deliverables, as the case may be, reasonably described, to us within ten (10) days of the time when youdiscover or ought to have discovered the defect; (ii) if applicable, we are given areasonable opportunity after receiving the notice of breach of the warranty set forth inSection 9(a) to reasonably verify your claim that the Services and/or Deliverables aredefective.
(e) We shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i)you or your agent makes any further use of any Deliverables arising from Servicesprovided after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions; or (iii) you alter such Deliverables arising from Serviceswithout our prior written consent.
(f) Subject to Section 9(d) and Section 9(e), with respect to any Services subject to aclaim under the warranty set forth in Section 9(a), we shall, in our sole discretion, either(i) repair the Deliverables or re-perform the applicable Services, or (ii) credit or refundthe amounts paid by you for such Services.
(g) THE REMEDIES SET FORTH IN SECTION 9(f) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANYBREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(a).
10. Limitation of Liability
(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRDPARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATAOR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATEDDAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE, REGARDLESSOF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER ORNOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHERREMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUTOF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF ORRELATED TO BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), STATUTE, OR OTHERWISE, EXCEED THE AMOUNTS PAIDBY YOU FOR THE SERVICES PURCHASED BY YOU FROM US.
11. Termination. In addition to any remedies that may be provided under these Terms, wemay terminate any Services or withhold Deliverables with immediate effect upon written noticeto you, if you:
(a) fail to pay any amount when due under these Terms and the Order Confirmation;
(b) have not otherwise performed or complied with any of these Terms, in whole orin part; or
(c) become insolvent, file a petition for bankruptcy or commence or have commencedagainst you proceedings relating to bankruptcy, receivership, reorganization, orassignment for the benefit of creditors.
12. Deliverables Relating to Services Not for Resale or Export. You represent and warrantthat you are buying Services from us for your own use only, and any Deliverables provided arenot for resale, export or license. You further represent and warrant that all purchases are intendedfor final delivery to locations within Canada.
13. Intellectual Property Use and Ownership. All intellectual property rights, includingcopyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, tradenames, logos, corporate names and domain names, together with all of the goodwill associatedtherewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) inand to all works, photographs, videos, documents, work product, and other materials in any formor medium used or prepared by us in the provision of the Services and included within theDeliverables shall be solely owned by us. For certainty, we shall continue to own theDeliverables and all copyright therein following our delivery of them to you.
14. Limited License For Non-Commercial Purposes. If you are using the Deliverables solelyfor private, non-commercial purposes, we hereby grant you a limited license to use theDeliverables free of additional charge on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis solely to the extent necessary toenable you to make reasonable use of the Deliverables. Without the prior written consent, you agree that the Deliverables may not be transferred, sold, or used by any other party besidesyourself.
15. Limited License for Commercial Purposes (Realtor) and Permitted Usage. If you are alicensed realtor and advertising or intending to advertise properties for sale which are the subjectof the Deliverables, we hereby grant you a limited license to use the Deliverables free ofadditional charge on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fullypaid-up, royalty-free basis solely to the extent necessary to enable you to advertise and sellproperties which are the subject of the Deliverables. For certainty, without the prior writtenconsent of us, you agree that the Deliverables may not be transferred, sold, or used by any otherparty besides yourself, including the owner of the Properties. Without the prior written consentof us, you may only advertise the Deliverables on multiple listing services (MLS), social media posts from your licensed realtor social media page(s), your online marketing, your printmarketing, and your licensed realtor website. Following the closing of a transaction for aproperty which is the subject of the Deliverables, this limited license shall immediately terminateand you shall immediately have no further rights to use the Deliverables.
16. Limited License for Commercial Purposes (Non-Realtors) and Permitted Usage. If youare not a licensed realtor and are using or intend to use the Deliverables for commercialpurposes, we hereby grant you a limited license to use the Deliverables free of additional chargeon a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-freeand perpetual basis solely for the purposes of your portfolio marketing. For certainty, without theprior written consent, you agree that the Deliverables may not be transferred, sold, or usedby any other party besides yourself. Without the prior written consent of us, you may only usethe Deliverables in association with reputable or bona fide online and in-print marketing, awards submissions, print advertising, promotional material, social media posts, and other directly relatedmarketing. Without the prior written consent, all publication of the Deliverables shallcontain credit to us as the owner of the Deliverables and shall maintain any included watermarkson the face of the Deliverables indicating that the Deliverables are owned by us.
17. Termination of Limited Licenses. The limited licenses referenced in Sections 14, 15 and16 herein may be terminated by us upon seven (7) days’ written notice to you in the event of any breach of the applicable license by you. In the event of a termination of the applicable license,you agree that you shall immediately cease using the Deliverables, remove the Deliverables fromall online mediums, immediately destroy and/or delete the Deliverables from all data mediumsand promptly advise us in writing that the Deliverables have been removed, destroyed, and/or deleted, as applicable.
18. Privacy. Our Website Privacy Policy, https://www.zoon.ca/privacy-policy, governs theprocessing of all personal data collected from you in connection with your purchase of Servicesfrom us, including through the Site.
19. Force Majeure. No party shall be liable or responsible to the other party, or be deemed tohave defaulted under or breached these Terms, for any failure or delay in fulfilling or performingany of these Terms, when and to the extent such party’s (the “Impacted Party”) failure or delayis caused by or results from acts beyond the Impacted Party’s reasonable control, including,without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts ofGod; (b) flood, fire, earthquake, epidemics, pandemics, such as the 2019 novel coronaviruspandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war isdeclared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, oraction; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national orregional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances;(h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storagespace, inadequate transportation services, or inability or delay in obtaining supplies of adequateor suitable materials or equipment; (i) other similar events beyond the control of the ImpactedParty. The Impacted Party shall give notice within five (5) days of the Force Majeure Event tothe other party, stating the period of time the occurrence is expected to continue. The ImpactedParty shall use diligent efforts to end the failure or delay and ensure the effects of such ForceMajeure Event are minimized. The Impacted Party shall resume the performance of itsobligations as soon as reasonably practicable after the removal of the cause. In the event that theImpacted Party’s failure or delay remains uncured for a period of thirty (30) days followingwritten notice given by it under this Section 19, either party may thereafter terminate the OrderConfirmation upon written notice.
20. Governing Law. All matters arising out of or relating to these Terms are governed by andconstrued in accordance with the laws of the Province of Alberta and the federal laws of Canadaapplicable therein.
21. Assignment. You will not assign any of your rights or delegate any of your obligationsunder these Terms or the Order Confirmation without our prior written consent. Any purportedassignment or delegation in violation of this Section 21 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
22. Relationship of the Parties. Nothing contained in these Terms or the Order Confirmations shall be construed as creating any agency, partnership, joint venture, or other form of jointenterprise, employment, or fiduciary relationship between you and us, and neither you or us shallhave authority to contract for or bind the other party in any manner whatsoever.
23. No Waivers. The failure or delay by us to exercise or enforce any right or provision ofthese Terms will not constitute a waiver of future enforcement of that right or provision. Thewaiver of any right or provision will be effective only if in writing and signed by a dulyauthorized representative of Zoon Group Inc.
24. No Third-Party Beneficiaries. These Terms do not and are not intended to confer anyrights or remedies upon any person or entity other than you.
25. Notices.
(a) To You. We may provide any notice to you under these Terms by: (i) sending amessage to the email address you provide and consent to us using; or (ii) posting to theSite. Notices sent by email will be effective when we send the email, and notices weprovide by posting will be effective upon posting. It is your responsibility to keep youremail address current.
(b) To Us. To give us notice under these Terms, you must contact us by emailtransmission to info@zoon.ca. We may update the email address by posting a notice onthe Site. Notices provided by email will be effective one business day after they are sent.
26. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity orenforceability of the remaining provisions of these Terms.
27. Entire Agreement. Our Order Confirmation, these Terms, our Website Terms &Conditions, and our Website Privacy Policy will be deemed the final and integrated agreementbetween you and us on the matters contained in these Terms.
