Terms of Service

1.Agreement

1.1Acceptance. By ordering, accessing or using the Services, or by continuing to use them after these Terms are posted, you agree to be bound by these Terms. If you accept on behalf of a business, you confirm that you have authority to bind it.

1.2Former name. The Services were previously provided under the name It's Me Media. Any proposal, invoice, statement of work or correspondence issued under the It's Me Media name refers to the same business and the same Services, and these Terms apply to Services that began under that name.

1.3Order of precedence. If you have a signed written agreement with us, that agreement prevails over these Terms to the extent of any conflict. An Order sets the plan, scope and fees for your Services and is otherwise subject to these Terms.

2.Definitions

2.1"Platform" means the software, source code, databases and database designs, application programming interfaces, artificial intelligence features, prompts, content pipelines, automations, templates, design systems, dashboards, administrative tools, documentation, infrastructure and configuration that we use to provide the Services, together with all improvements, modifications and derivative works.

2.2"Services" means the hosted and managed services we provide through the Platform, as described on www.realtorflow.ca and in your Order.

2.3"Order" means the proposal, quote, invoice or other written description of the Services and fees agreed between you and us.

2.4"Customer Content" means the text, images, video, audio, listings, trademarks and other material that you provide to us or upload to the Services, together with the Published Content.

2.5"Published Content" means the pages, articles, listing descriptions, translations and similar content produced for you through the Services and published on your site.

2.6"Customer Data" means the records of your contacts, leads, subscribers, bookings, enquiries and customers that are collected through your site or supplied by you.

2.7"Customer Domains" means the domain names registered in your name, or registered or managed by us on your behalf.

3.The Services

3.1Hosted service. The Services are provided on a subscription basis as a hosted, managed service. We host and operate the Platform on infrastructure that we control. No software, source code or other part of the Platform is sold, delivered or licensed for installation, and the Services do not include a right to receive any of them.

3.2Not a development engagement. The Services are not a software development or work-for-hire engagement. Any configuration, customization, feature, integration or design that we create in the course of providing the Services, including at your request, forms part of the Platform unless a signed written agreement expressly assigns it to you.

3.3Changes to the Platform. We may update, improve or change the Platform at any time, provided that we do not materially reduce the core Services described in your Order during a period you have paid for.

3.4Third-party providers. We use third-party providers, including hosting, email delivery and artificial intelligence services, to deliver the Services. The accounts, credentials and keys we hold with those providers are ours, are not part of the Services, and are not transferable.

3.5Attribution. Sites operated on the Platform may display a "Powered by Realtor Flow" credit.

4.Licence and restrictions

4.1Licence. Subject to these Terms and payment of the fees due, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your own business purposes for as long as the Services remain in effect.

4.2Restrictions. You will not, and will not permit anyone else to:

1. copy, modify or create derivative works of the Platform;
2. reverse engineer, decompile or disassemble the Platform, or otherwise attempt to obtain its source code, underlying structure, data models or prompts;
3. access or use the Platform in order to build a competing product or service, or to replicate its features or functions;
4. sell, resell, rent, lease, sublicense or otherwise make the Services available to any third party, other than your own authorized users;
5. circumvent any security or access control, or access non-public systems, credentials or areas of the Platform;
6. remove or obscure any proprietary notice.

5.Ownership and intellectual property

5.1The Platform. We and our licensors own all right, title and interest in and to the Platform, including all intellectual property rights. These Terms do not transfer any ownership interest in the Platform. No rights are granted by implication, and all rights not expressly granted in these Terms are reserved.

5.2Customer Content and Customer Data. As between you and us, you own the Customer Content and the Customer Data. Subject to payment of all fees due, we assign to you any rights we hold in the Published Content. That assignment does not include the Platform or the templates, tools and methods used to produce or display the Published Content.

5.3Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, adapt and translate the Customer Content and Customer Data, solely as needed to provide, maintain and secure the Services.

5.4Customer Domains. The Customer Domains are yours. We claim no ownership of a Customer Domain, including one held in an account that we manage on your behalf.

5.5Feedback. We may use any suggestion or feedback you give us about the Services without restriction and without obligation to you.

6.Customer responsibilities

6.1Your content and data. You represent that you have the rights needed to provide the Customer Content and Customer Data to us, and that our use of them as permitted by these Terms will not infringe the rights of any third party or violate any law.

6.2Compliance. You are responsible for complying with the laws that apply to your business and your communications, including privacy and anti-spam laws, and for having a lawful basis to hold and contact the people in your lists.

6.3Review of content. Content produced with artificial intelligence may contain errors. You are responsible for reviewing the Published Content and for the accuracy of the listings, prices, claims and other information published on your site.

6.4Accounts. You are responsible for keeping your login credentials confidential and for activity under your accounts, and you will notify us promptly of any suspected unauthorized use.

6.5Acceptable use. You will not use the Services to break the law, to send unsolicited commercial messages, to publish unlawful, infringing or deceptive material, or to interfere with the Platform or with other customers. We may remove content or suspend a feature that breaches this section or puts the Platform at risk and, where reasonably possible, we will notify you first.

7.Fees and payment

7.1Fees. You will pay the fees set out in your Order, on the schedule set out there. Unless your Order states otherwise, invoices are payable within 30 days of the invoice date. Fees are exclusive of applicable taxes, which you are responsible for paying.

7.2Late payment. Overdue amounts bear interest at 1.5% per month (18% per year) from the due date until paid. If an amount remains unpaid after written notice and a reasonable opportunity to pay, we may suspend the Services until it is paid.

7.3No refunds. Except where your Order or applicable law provides otherwise, fees are non-refundable, including for partial billing periods and unused Services.

8.Confidentiality

8.1Each party will keep confidential the non-public information it receives from the other in connection with the Services, will use it only to perform or receive the Services, and will protect it with at least reasonable care. Our confidential information includes the non-public aspects of the Platform. Your confidential information includes the Customer Data.

8.2These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently developed, or that must be disclosed by law.

9.Personal information and security

9.1Our role. Personal information contained in the Customer Data belongs to you and is under your control. We process it on your behalf and only to provide the Services.

9.2Safeguards. We protect the Customer Data with reasonable administrative, technical and physical safeguards. If we become aware of unauthorized access to Customer Data, we will notify you without undue delay.

9.3No sale or secondary use. We do not sell the Customer Data, and we do not use it to market to your contacts for ourselves or for anyone else.

9.4Service providers. Customer Content and Customer Data may be processed by the third-party providers described in section 3.4 for the purpose of delivering the Services.

10.Term, suspension and termination

10.1Term. These Terms apply from the date we first provide Services to you and continue until the Services end.

10.2Termination by notice. Either party may end the Services by written notice. The Services end on the date agreed in writing between the parties or, if no date is agreed, at the end of the billing period in which notice is given (the "End Date"). Fees remain payable up to the End Date.

10.3Termination for cause. Either party may end the Services by written notice if the other party materially breaches these Terms and does not cure the breach within 30 days after written notice of it.

10.4Suspension. We may suspend all or part of the Services where needed to address a security risk, to comply with the law, or as provided in sections 6.5 and 7.2.

11.Effect of termination and data export

11.1End of access. On the End Date, the licence in section 4.1 ends, the Services stop, and your site is no longer served from the Platform.

11.2Export. We will make an export available to you through a secure client dashboard. The export contains the Customer Data in a standard format (CSV files), the Customer Content including photos and other media files, a static copy of the public pages of your site, and the DNS records for the Customer Domains.

11.3Domains. We will release or transfer the Customer Domains to you or to the provider you designate.

11.4What is not included. The export does not include the Platform or any part of it. In particular, it does not include source code, databases in their native form, credentials, API keys, artificial intelligence features, automations, integrations or administrative tools. A static copy of your pages displays your content, but the functions the Platform provided, such as search, forms, automations, email sending and content tools, do not operate outside the Platform.

11.5No migration obligation. We have no obligation to migrate, rebuild or re-host your site on another system, or to support a third party in doing so. Any transition assistance beyond the export in section 11.2 must be agreed separately in writing.

11.6Retention and deletion. The export remains available for at least 30 days after the End Date. After that period we may delete the export, the Customer Content and the Customer Data from our systems. Copies held in routine backups expire on their normal schedule.

11.7Survival. Sections 4.2, 5, 8, 11, 12, 13, 14 and 16 survive the end of the Services, along with any payment obligation that arose before the End Date.

12.Disclaimers

12.1Availability. We use commercially reasonable efforts to keep the Services available and backed up. We do not warrant that the Services will be uninterrupted or error free. Maintenance and failures at third-party providers may cause downtime.

12.2Results. Search engines and artificial intelligence assistants are operated by third parties and change without notice. We do not guarantee any ranking, citation, recommendation, traffic, lead volume, revenue or other result.

12.3No other warranties. To the fullest extent permitted by law, the Services are provided "as is" and "as available", and we disclaim all warranties and conditions, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

13.Limitation of liability

13.1To the fullest extent permitted by law, neither party is liable to the other for lost profits, lost revenue, loss of goodwill, loss of data, or any indirect, special, incidental or consequential damages, however caused.

13.2To the fullest extent permitted by law, our total liability for all claims arising out of or relating to the Services or these Terms is limited to the fees you paid to us for the Services in the 12 months before the event giving rise to the claim.

13.3Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for intentional or gross fault.

14.Indemnification

14.1You will defend and indemnify Realtor Flow and its directors, officers, employees and contractors against any third-party claim, and the related damages, costs and reasonable legal fees, arising from the Customer Content, the Customer Data, your use of the Services in breach of these Terms, or your violation of any law.

15.Changes to these Terms

15.1We may amend these Terms from time to time. The date at the top of this page shows when they were last updated. We will notify current customers of a material change before it takes effect. Continued use of the Services after a change takes effect is acceptance of the amended Terms.

16.General provisions

16.1Governing law and venue. These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable there. The courts of the judicial district of Montréal have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

16.2Assignment. You may not assign or transfer these Terms or the Services without our prior written consent. We may assign these Terms to a successor to our business or to the Realtor Flow service.

16.3Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.

16.4Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including failures of third-party networks or providers. This does not excuse payment obligations.

16.5Entire agreement. These Terms, together with your Order and any signed written agreement between the parties, are the entire agreement between the parties about the Services.

16.6Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions stay in effect. A failure to enforce a provision is not a waiver of it.

16.7Notices. Notices under these Terms must be in writing. We may send notices to the email address associated with your account. Notices to us must be sent by email to [email protected].

16.8Language. The parties have expressly requested that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents qui s'y rattachent soient rédigés en anglais.

17.Contact

17.1Questions about these Terms may be sent to [email protected].