READ THIS AGREEMENT CAREFULLY BEFORE USING THE THEPIKEGROUP.CA WEBSITE. USING THE DATABASE MEANS THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Nova Scotia Association of REALTORS® (“NSAR”) has entered into an agreement with The Pike Group (the “VOW” - Virtual Office Website). Under the terms of its agreement with NSAR, The Pike Group (the "VOW") is permitted to make available to customers such as you access to certain information from NSAR’s computerized database of real estate listings (the “Database”) through a virtual office website. The Database forms part of a co-operative selling system (the “MLS® System”) operated under the MLS® trade-mark, and constitutes a compilation of real estate listings within a specific geographic area, all rights in which are owned by NSAR. Each listing in the Database constitutes a compilation of text, photos, images and other geographic and property information (collectively, the “Content”). NSAR owns or licenses the Content and all software on which the Database operates (the “Software”), all of which is protected by American, Canadian and foreign intellectual property laws. As between The Pike Group (the "VOW") and NSAR, NSAR retains full and complete title to the Content and the Software and all updates and subsequent copies regardless of the media or form in which the copies may exist, including copies made in violation of the terms of this Agreement.
In consideration of your agreeing to be bound by the terms of this Agreement, The Pike Group (the "VOW") grants you a non-exclusive, personal, non-assignable, non-transferrable (except as set forth herein), revocable license and right to use the Database for your own personal, non-commercial purposes (and not for the provision of service bureau or the provision of similar services to others). The Database and the Software include confidential information which you agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of the Database in accordance with this Agreement. You will not: (a) use, copy, reproduce or transfer the Content other than as set out above or, without limiting the generality of the foregoing, adapt, reverse engineer, decompile, disassemble, translate or modify the Database or the Software in any way whatsoever, nor will you create derivative works based on the Database or the Software; (b) remove or alter ownership, trade-mark or copyright notices embedded in or on the Content or the Software; (c) use, transfer, export or re-export the Content or the Software except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using the Database, the United States and Canada; or (d) permit any third party to violate the terms and conditions of this Agreement.
This Agreement may be terminated by The Pike Group (the "VOW"): (a) automatically, if you make an unauthorized transfer or an unauthorized use of the Content, the Software or this Agreement; (b) if you fail to comply with any material provision of this Agreement and do not correct such failure within five (5) days after written notice of such failure to comply is forwarded to you by email or ordinary mail; or, (c) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party. Upon termination you will have no further right to use the Database, the Content or the Software.
The Database relies on certain information supplied by third parties. NEITHER The Pike Group (the "VOW") NOR NSAR OFFERS ANY WARRANTY THAT THE INFORMATION IS ERROR FREE. YOU AGREE THAT NEITHER NSAR NOR The Pike Group (the "VOW") WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE DATABASE, THE CONTENT, THE SOFTWARE, OR INFORMATION SUPPLIED BY THIRD PARTY SERVICE PROVIDERS.
NSAR AND The Pike Group (the "VOW") SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ANY ACTIVITIES. YOU AGREE THAT NEITHER NSAR NOR The Pike Group (the "VOW") WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE DATABASE.
NEITHER NSAR NOR The Pike Group (the "VOW") WARRANTS THAT YOUR USE OF THE DATABASE WILL BE ERROR FREE, VIRUS FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. OTHER THAN THE SPECIFIC WARRANTIES PROVIDED ABOVE, THE DATABASE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NSAR NOR The Pike Group (the "VOW") REPRESENTS OR WARRANTS THAT THE DATABASE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE DATABASE WILL BE CONTINUOUS OR ERROR FREE, VIRUS FREE OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE USE OF THE DATABASE, AND UNDERTAKE AND AGREE TO INDEMNIFY NSAR AND The Pike Group (the "VOW") FROM AND AGAINST ANY AND ALL CLAIMS MADE AGAINST EITHER OF THEM IN RELATION THE DATABASE AND ITS USE.
YOU ARE RESPONSIBLE FOR THE USE OF AND RESULTS OBTAINED FROM THE DATABASE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER NSAR NOR The Pike Group (the "VOW") NOR THEIR RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE DATABASE HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, FAILURE TO REALIZE EXPECTED SAVINGS, AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE OF THE PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER EITHER NSAR OR The Pike Group (the "VOW") OR BOTH OF THEM HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NSAR’S AND The Pike Group (the"VOW’S") TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THEM UNDER THIS AGREEMENT.
YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK AMONG THE PARTIES.
You hereby agree to indemnify, defend and hold harmless both NSAR and The Pike Group (the "VOW"), their agents, servants, and employees against any claim in excess of the limitations set forth in Section 7. You acknowledge and agree this limitation applies even in the event of Breach of Contract, Active or Passive Negligence, or otherwise, of NSAR or The Pike Group (the "VOW"), their agents, servants and employees; or, any claim of failure of essential purpose as alleged or otherwise.
You specifically acknowledge and agree that the common intent of all parties and participants is to facilitate data access and exchange as set out herein; and, that NSAR® is providing all such information and data without any representations or warranties as to its accuracy (notwithstanding that it makes every effort to ensure same). You further acknowledge that mistakes can and will happen and the risk of loss from any errors or mistakes, however, arising, is solely yours (save and except as provided for in Section 7 herein).
If you are not prepared to accept the risks described above, then you should not enter into this Contract. As is noted above, your use of the Database signifies your acceptance of all of the terms and conditions set out in this Agreement including, without limitation, the Indemnity and Common Intent Clauses. Your acceptance of these terms and conditions as evidenced by your use of the Database will be relied upon as evidence that your agreement that no claims will be brought, and that you are binding yourself, your agents, servants, successors and assigns, to indemnify and hold harmless NSAR® and The Pike Group (the "VOW"), their agents, servants and employees from any or all such claims, loss and damage, whether specifically excluded herein or otherwise. These include but are not limited to: legal or fees from internal investigations, or other administrative costs, any professional or other fees and disbursements incurred by NSAR, The Pike Group (the "VOW"), or their lawyers, advisors, agents, servants and employees.
This Agreement constitutes the entire agreement between you and The Pike Group (the "VOW") with respect to the Use of the Database. Any controversy in relation to this Agreement or arising hereunder shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada without regard to conflict of laws principles. The parties to this Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and its application is expressly excluded. No waiver or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by The Pike Group (the "VOW"). Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this Agreement and the rest of this Agreement shall remain in full force and effect, and be binding upon you and The Pike Group (the "VOW") as though the said provision or provisions had never been included. This Article and Articles 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive the termination of this Agreement for any reason. Should you have any questions concerning this Agreement you may contact The Pike Group (the "VOW") by writing to:
Sandra Pike - The Pike Group
Royal LePage Atlantic
102-7071 Bayers Road, Halifax, NS, B3L 2C2
Telephone: +1 (902) 478-8711
This document was last updated on May 17, 2017