Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE

By subscribing to Vistoo Services Inc. (“Vistoo”, “we”, “us” or “our”), and by accessing or using these Services, you agree to these terms and conditions of sale (the “Agreement”). If you accept these terms on behalf of another person, company or other legal entity, you represent and warrant that you have the authority to bind such person, company or legal entity to the Agreement.

1. DEFINITIONS

1. Unless otherwise expressly provided, the following definitions apply to this Agreement:

“Account” means an account that allows a User to access and use the Services;

“Agreement” means this Agreement, including any Confirmation and subsequent Confirmation related to a renewal;

“Confirmation” means a confirmation notice issued electronically to the Customer by Vistoo or one of its representatives, confirming the subscription or renewal of the Services, the Subscription Term or renewal, payment details and access credentials. The Confirmation forms an integral part of this Agreement;

“Customer” means the person who has subscribed to the Services, as set forth in the Confirmation;

“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to Vistoo at any time prior to the termination of this Agreement (whether disclosed in writing, verbally or otherwise) that, at the time of disclosure, was marked as “confidential” or should reasonably have been understood by Vistoo to be confidential and Customer data?? VOIR LE FRANÇAIS and that is not:

(a) is known to Vistoo prior to its disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known without the act or by any default of Vistoo; or

(c) is obtained by Vistoo from a third party under circumstances where Vistoo has no reason to believe that any obligation of confidentiality has been breached.

“Customer Data” means all data, images and materials uploaded or stored on the Website by the Customer, provided by the Customer to Vistoo for upload to the Website, transmission through or storage on the Website or generated by the Website as a result of the Customer’s use of the Services;

“Effective Date” means the date of subscription and payment for the Services;

“Force Majeure” means an event or series of related events beyond the reasonable control of the affected party (including Internet or any public telecommunications network outages, hacker attacks, denial of service attacks, viruses or other software attacks or infections, power failures, labor disputes affecting any third party, changes in legislation, disasters, governmental actions related to any health or other emergency, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights anywhere in the world, whether registrable or not, registered or not, including any application or right to application of such rights (and such “Intellectual Property Rights” include copyright and related rights, moral rights, confidential information, trade secrets, know-how, trade names, trademarks, service marks, passing off rights, unfair competition rights and patents);

“Property” means any property for sale or rent by a Customer and posted on the Website;

“Services” means the Vistoo Services for which you are subscribed and as specified in any Confirmation;

“Subscription Price” means the price, exclusive of applicable taxes, paid for a subscription to the Services for the Term specified in the Confirmation and any Confirmation issued upon automatic renewal of the Services and available at the address set out in clause 5.7 hereof;

“Term” means the period of time during which any Customer is entitled to the Services, as specified in the Confirmation and any subsequent Confirmation;

“User” means one or more users for whom the Customer has granted permission to access the Account, the Website and use the Services on behalf of the Customer;

“Website” means the Website operated by Vistoo and used by Vistoo to provide the Services, any proprietary or third-party application used to provide the Services through the Website.

2. SERVICES

1. Vistoo will generate, on the Effective Date, an Account for the Customer. It may take up to 5 working days before the Account can be used by the Customer. 

2. Vistoo hereby grants Customer worldwide, non-exclusive and non-assignable or otherwise transferable access to use the Services for Customer’s internal business purposes during the Term.

3. The access granted by Vistoo to the Customer under clause 2.2 above may only be used by officers and employees of the Customer who have been authorized by the Customer.
4. Except to the extent expressly permitted by this Agreement or required by law, the access granted by Vistoo to the Customer under clause 2.2 is subject to the following exclusions:
5. the Customer shall not allow any unauthorized person or user to access the Website or use the Services;
6. the Customer shall not use the Services to provide services to third parties in a manner that may compete with Vistoo;
7. the Customer shall not make any modifications to the Website; and
8. the Customer shall not copy, disassemble, decompile, translate or attempt to modify the Services or the Website.
9. At no time shall the Customer or any User engage in any illegal, deceptive or unfair trade, business or other practice that may damage the image or reputation of the Services or Vistoo or make any false, misleading or derogatory statement or representation regarding the Services or Vistoo. Customer shall use only sound business methods and ethical business practices in the promotion, marketing, sale and rental of the Properties displayed on the Website.
10. Customer shall use reasonable efforts, including reasonable security measures relating to Account access details, to ensure that no unauthorized users can access the Services using their Account.
11. Vistoo undertakes to use reasonable efforts to ensure that the Customer has access to the Services at all times and that the Website is operational. In the event that the Services are suspended beyond Vistoo’s control, Vistoo will use reasonable commercial efforts to resolve the problem and to keep the Customer informed of the expected period of unavailability. For clarity, any suspension of the Services caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
12. an event of Force Majeure;
13. a failure or malfunction of the Internet or any public telecommunications network;
14. a failure or malfunction of Customer’s computer systems or networks;
15. any breach by Customer or any User of this Agreement; or
16. scheduled maintenance performed pursuant to this Agreement.
17. Customer or any User shall not use the Services in a manner that causes or could cause damage to the Services or the Website or a decrease in the availability or accessibility of the Services.
18. Any use of Vistoo’s trademark, slogans and images must be previously authorized in writing. The Customer may not use Vistoo’s trademark, slogans and/or images in an unlawful manner or in a manner that directly or indirectly is likely to diminish their value or confuse, mislead or deceive the public, or is contrary to the best interests of Vistoo.
19. ASSISTANCE

1. Vistoo will provide reasonable assistance to the Customer during the Term.
2. Vistoo will respond within two business days to all requests for support services made by the Customer.

4. DURATION

1. The Agreement comes into force on the Effective Date.
2. The Agreement shall remain in effect for the entire Term, subject to termination hereunder. The initial Term of the Services Agreement is specified in the Confirmation which shall automatically renew for successive terms of equal length to the initial Term, unless the Customer provides Vistoo with notice of non-renewal at least five (5) days prior to the end of the current Term.

5. SUBSCRIPTION PRICE AND PAYMENT

1. The Customer shall pay the Subscription Price to Vistoo according to the schedule set out in the Confirmation, and any subsequent renewal Confirmation, via its online payment platform.
2. The Subscription Price for any Term longer than 4 months that is paid in full at the time of registration for the Services or at the time of any renewal is subject, at Vistoo’s sole discretion, to a 3% reduction in the Subscription Price.
3. Vistoo will issue an invoice for the Subscription Price to the Customer at the time of registration for the Services, at the time of each renewal period and at the time of periodic payments, if any.
4. All payment obligations are non-cancellable and non-refundable.
5. For any renewal period, the Subscription Price will be the one posted on the Website, at the time of renewal, at the address mentioned in clause 5.7.
6. Any amount payable is payable only by credit card unless previously agreed in writing with our representatives. The Customer authorizes Vistoo to charge its credit card for the Subscription Price and applicable taxes for the subscription and renewal of the subscription, without further notice or delay, under this Agreement.
7. The Subscription Price is available at https://www.vistoo.com/en/advertise and is quoted in Canadian dollars, exclusive of all taxes.
8. Any amount related to the Subscription Price not paid according to the schedule provided in the Confirmation is subject to the payment of interest at the rate of 10% calculated annually. 
9. Payment processing to Vistoo for the Services is provided by Stripe and is subject to the Stripe Connected Account Agreement (https://stripe.com/fr-ca-ca/ssa), which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By accepting these Terms, you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. For purposes of the Stripe Services Agreement, you agree to provide Vistoo, for the purposes of the Services, all accurate and complete information about you and your business, and you authorize the Services to share such information and transaction information related to your use of the payment processing services provided by Stripe.

6. DISPLAY OF PROPERTIES

1. Any Property is posted for the Term of the Services and, unless otherwise requested in writing by Customer to Vistoo, 90 days following the sale or lease of such Property.
2. Vistoo agrees to use commercially reasonable efforts to promptly post any new Property listings requested by the Customer. The Customer accepts that there may be a delay of up to 5 working days before the Property is put online.
3. Vistoo offers several languages for the display of the Properties but will use only the language used by the Customer to transmit the information to the extent that this language is officially supported by Vistoo and the Website. A translation service is offered by Vistoo for the other official languages of the Website.  

7. CUSTOMER DATA

1. The Customer hereby grants Vistoo a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate any information and images provided by the Customer to the extent reasonably required for the performance of Vistoo’s obligations, as well as the right to sub-license such rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Vistoo’s obligations and the exercise of Vistoo’s rights in the provision of Services.
2. The Customer warrants to Vistoo that the use of the information and images provided by the Customer to Vistoo will not at any time violate the provisions of any law or regulation, infringe the intellectual property rights or other legal rights of any person or give rise to any cause of action against Vistoo, for any jurisdiction and under any applicable law.

8. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

1. Nothing in this Agreement shall have the effect of assigning or transferring any intellectual property rights from Vistoo to the Customer, or from the Customer to Vistoo.

9. CONFIDENTIALITY OBLIGATIONS

1. Vistoo:

1. will use reasonable efforts to protect the Customer’s Confidential Information;
2. will not, except as expressly agreed in this Agreement, disclose the Customer’s Confidential Information to any person without the Customer’s prior written consent;
3. will act in good faith at all times with respect to Customer’s Confidential Information; and
4. will not use the Customer's Confidential Information for any purpose other than to provide the Services and in accordance with its Privacy Policy.
5. Notwithstanding clause 9.1 above, Vistoo may also be required by law or by order of any court of competent jurisdiction or pursuant to any rule or requirement of any regulatory authority or governmental body to which it may be subject, to disclose Confidential Information. In the absence of a protective order or Vistoo’s receipt of a waiver from Customer, Vistoo is hereby authorized to disclose only that portion of the Information that it is legally required to disclose. 
6. LIMITATIONS AND EXCLUSIONS OF LIABILITY

1. Vistoo shall not be found liable to the Customer, for any cause or reason not related to the gross negligence or misconduct of Vistoo or its representatives, for:

1. any loss resulting from Force Majeure;
2. loss of profits or anticipated savings;
3. any loss of income or revenue;
4. any loss of use or production;
5. any loss of business, contracts or opportunities;
6. any special, indirect or consequential loss or damage.
7. The Customer agrees and acknowledges that it is fully responsible for the accuracy of the information and images it transmits to, or uploads to, the Website for the purpose of posting a Property and undertakes to review, upon posting, any posting to ensure such accuracy. Vistoo shall not be held liable for any incorrect information.
8. In the event of a fault that has caused damage to the Customer, Vistoo’s liability to the Customer in respect of any related event or series of events shall at no time exceed the Purchase price for the current Term.
9. INDEMNIFICATION

1. Customer agrees to indemnify, defend and hold Vistoo harmless from and against any and all claims, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s breach of this Agreement; (ii) any data transmitted by Customer to or from the Website; (iii) any third party claims arising out of Customer’s use of the Services; and (iv) any costs and attorneys’ fees reasonably required by Vistoo in response to a subpoena, court order, or other official government investigation relating to Customer’s data or Customer’s use of the Services and Website.

12. FORCE MAJEURE

1. In the event that an event of Force Majeure results in a failure or delay in the performance by either party of any obligation under this Agreement (other than any obligation to make payment), such obligation shall be suspended for the duration of the Force Majeure.
2. A party that has knowledge of an event of Force Majeure that results or is likely to result in a failure or delay in the performance by that party of any obligation under this Agreement shall:

1. promptly notify the other; and
2. inform the other of the period of time during which it is believed that such failure or delay will continue.
3. A party whose performance of its obligations under this Contract is affected by a Force Majeure event shall take reasonable steps to mitigate the effects of the Force Majeure event.
4. TERMINATION

1. Vistoo may terminate this Agreement for cause without delay or notice to Customer if: (a) the Customer is in default of this Agreement; (b) the Customer becomes insolvent; or (c) the Customer assigns or transfers all or part of its rights and obligations under this Agreement without Vistoo’s prior written consent. 
2. The Customer may terminate its subscription upon 15 days’ notice to Vistoo to that effect. 

14. EFFECTS OF TERMINATION

1. In the event of termination of a monthly and automatically renewable subscription, any Subscription Price paid by the Customer for the Services will not be refunded and the Customer agrees that this amount is a reasonable estimate of Vistoo’s damages.
2. In the event that the Customer terminates a subscription benefiting from the discount provided for in section 5.2 hereof, the Customer agrees that the said discount shall be cancelled retroactively to the Effective Date and to pay to Vistoo a penalty equal to 30% of the amount remaining to be paid of the Subscription Price for the Term initially engaged. The Customer acknowledges that this penalty is a reasonable estimate of the damages suffered by Vistoo.
3. The Customer authorizes Vistoo to debit its credit card for any of the amounts provided for in article 14.1 above, without further notice or delay.
4. Upon termination of this Agreement, the Customer agrees that its Account and all Customer data and Confidential Information it may have provided will no longer be accessible and that Vistoo has no obligation to retain such Customer data or Confidential Information, which may be immediately and permanently deleted.

15. NOTICE

1. Any notice from one party to the other party under this Agreement may be given, for the Customer, by email to Vistoo at the following email address: sales@vistoo.com and by Vistoo to the Customer at its email address indicated in the Confirmation.

16. GENERAL

1. If any provision of this Agreement is found to be illegal and/or unenforceable by a court or other competent authority, the remaining provisions of this Agreement shall remain in full force and effect. If an illegal and/or unenforceable provision would be lawful or enforceable if a portion of it were deleted, that portion shall be deemed deleted and the remainder of the provision shall remain in full force and effect (unless this would contradict the clear intent of the parties, in which case the entire provision shall be deemed deleted).
2. Vistoo reserves the right to change the terms and conditions of this Agreement at any time, starting from the publication of an updated version on https://www.vistoo.com/en/terms-and-condtions-sale. The Customer is required to consult this Agreement regularly. The Customer shall be deemed to have consented to any such modification following the use of the Services after such modification.
3. Neither party may, without the prior written consent of the other party, assign, transfer, charge, license or otherwise negotiate or dispose of any contractual rights or obligations under this Agreement.
4. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, arrangements and understandings between the parties with respect to such subject matter.
5. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada.
6. Any dispute relating to this Agreement shall be brought before the competent court in the judicial district of Montreal (Canada), to the exclusion of all others.