Last Revised: August 22, 2013
Welcome, and thank you for your interest in www.studeohq.com (the “Site”) and such other products, services, features and content (together with the Site, collectively the “Services“) which may be offered by Studeo Realty Marketing Inc. (“us“, “our” and “we“).
This agreement (this “Agreement“) is a legal contract between us as the operator and owner of the Services, and any person or other legal entity, (“you“, “your” or “account holder“) who wishes to use the Services, whether as the holder of an account or otherwise (visitors and users of the Services are referred to individually as “User” and collectively as “Users“). This Agreement consists of these terms and conditions and any other terms incorporated into this Agreement by reference.
Please read this Agreement carefully. By visiting any area of the Site, using any of the Services or creating an account you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement and to follow all applicable laws, you must cease using the Services immediately.
1. Registration and Your Account
In order to use certain features of the Services, you must register for an account. You will be asked to provide a password in connection with your account. We recommend that you choose a password that is hard to guess and consists of letters, numbers and symbols. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your computer, and you agree to accept responsibility for all activities conducted through your account. You agree that the information you provide to us, at the time of registration or otherwise, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify us. You may be liable for the losses incurred by us or others due to any unauthorized use of your account.
3. Updates and Modifications
a. Additional Guidelines or Rules. When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such guidelines are hereby incorporated by reference into this Agreement.
b. Modification of this Agreement. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, we will make a reasonable effort to provide notice to you of such amended terms, by e-mail notification to the address associated with your account or by posting a notice on the Site, and such amended terms shall govern your used of the Services on the earlier of (i) your actual notice of such changes and (ii) thirty days after we make a reasonable attempt to provide you with such notice. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement in place at the time the dispute arose.
c. Updates to the Services. You acknowledge and agree that we may update the Services with or without notifying you. Such updates shall be subject to the terms and conditions of this Agreement.
4. User Content
d. Your Content. You are solely responsible for any content, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files (collectively, “Content“), that you upload to the Services. By uploading, submitting, creating, or publishing Content to or through the Services, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize us to use and distribute your Content as necessary to exercise the licenses granted by you in this section and in the manner contemplated by us and this Agreement; (2) your Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (3) your Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability.
e. Grant of License. Except as provided herein, you retain all ownership rights in your Content. By contributing Content to the Services or creating it on the Services you automatically grant to us a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to use, copy, distribute, publicly perform, publicly display, print, publish, sell, offer for sale, republish, excerpt (in whole or in part), reformat, translate, modify, revise and incorporate into other works that Content and any works derived from that Content, in any form of media or expression (now known or hereafter developed), in the manner in which the Services from time to time permits Content to be used, and to license or permit others to do so. This license also grants us the right to sublicense that Content to other Users to permit their use of that Content in the manner in which the Services from time to time permits Content to be used.
f. Change of Use. We may from time to time change the manner in which Content can be used on the Services, and if we do so any license you have granted to us under this section shall automatically be extended to new uses permitted by the Services, and any licenses previously granted to us for uses no longer permitted by the Services shall continue in accordance with this section. If you contribute Content to the Services, it is your responsibility to check the Services from time to time to review how we permit Content to be used.
g. Sharing Content. We permit Users to share their Content with other Users to view. By sharing Content with other Users you automatically grant those Users an irrevocable and non-exclusive right and license to access and make copies of that Content for personal use and to license or permit others to do so.
h. Exposure to Content. You understand that when using the Services you will be exposed to Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
i. Our Responsibility for Content. We are not responsible for and do not endorse Content that is posted on the Services, including without limitation any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content. We may, but have no obligation to, pre-screen, monitor, edit, or remove any Content or accounts containing Content that we determine in our sole discretion violates this Agreement.
j. Removal of Content. You may delete any of your Content. You understand that your Content may persist in backup copies for a reasonable period of time. You agree and understand that any of your Content that has been shared with other Users may remain with Users who have previously accessed your Content. If you are a content owner or User with concerns regarding any Content displayed on the Services or your trademarks, copyrights, or other intellectual property rights, please contact us at firstname.lastname@example.org. If notified by a User or a content owner of Content that allegedly does not conform to this Agreement, including without limitation allegations of infringement of third-party intellectual property or proprietary rights, we may investigate the allegation and determine in our sole discretion whether to remove the Content, which we reserve the right to do at any time and without notice or liability to you. For clarity, we do not permit copyright, trademark, or other intellectual property infringing activities on the Services.
5. User Conduct
k. Unacceptable Content. You may not use the Services to upload, transmit or link to Content or other material that we believe, in our sole discretion:
i. is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, encourages conduct that would violate or violates any law, harassing, hateful, racially or ethnically offensive, or otherwise inappropriate;
ii. comprises material that is copyrighted or protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless express written permission of the owner is obtained to use the material and to grant all of the license rights granted herein;
iii. violates or otherwise encroaches on the rights of others;
iv. contains viruses, worms, corrupt files, trojan horses or other forms of corruptive code, or any other content which may compromise the Services;
v. advocates illegal activity; or
vi. harms anyone, including minors.
l. Unacceptable Use. You may not:
vii. abuse, harass, threaten, impersonate or intimidate other Users of the Services;
viii. use the Services for any illegal or unauthorized purpose;
ix. use the Services if you are a convicted sex offender;
x. attempt to mislead any person as to your identity or the origin of any communication transmitted through the Services;
xi. create or submit unwanted e-mail or other messages to any Users of the Services;
xii. collect or harvest any personally identifiable information, including account names, from the Services;
xiii. attempt to circumvent the security systems of the Services;
xiv. attempt to gain access to or use the Services in a fraudulent manner;
xv. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
xvi. modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by us herein or to the extent the foregoing restriction is expressly prohibited by applicable law;
xvii. attempt to gain access to any other User’s accounts; or
xviii. attempt to ascertain any other user’s password and/or personal information by any means whatsoever, including without limitation, by use of the Services or any other application or website, or by e-mail communication.
m. Spiders. You may not use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser in ordinary and customary usage. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases.
6. Fees and Payments
n. Fees. We charge fees for the use and provision of certain Services (“Fees“). All Fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax) and shipping costs, unless otherwise stated, and you are solely responsible for the payment of any such charges (the “Charges“). Fees and Charges may vary depending on your chosen payment method. The Fees and Charges for our products and Services will be confirmed to you before you complete a purchase.
o. Payment. When you make a purchase, you agree to pay all specified Fees and Charges by using any of the payment methods which we may accept from time to time. We reserve the right to remove or amend the available payment methods at our sole discretion.
p. Credits. You may pay the Fees and Charges using credits (“Credits“) which may be purchased on the Site. The Credits that you purchase will be credited to your account at the time of purchase. The purchase of credits is non-refundable, including in the event of termination of your account on the Services.
q. Credit Card. You may pay the Fees and Charges by designating a credit card for payment. We use Stripe to accept payments of Fees and Charges by credit card. Please contact Stripe or your credit card issuer, as applicable, if you have additional questions regarding payment by way of Stripe. You authorize the credit card you designate to pay any amounts described herein and authorize us, or any other company that acts as a billing agent for us, to continue to attempt to charge all sums described herein to your credit card until such Fees and Charges are paid in full. If payment is not received by us from your credit card issuer, you agree to pay all amounts due upon demand by us.
r. Changes in Price. We may change the Fees and Charges payable for the purchase of our products or Services at any time without any notice to you. We may also institute new Fees or Charges or charge a Fee or Charge for the use of the Services or any part thereof where a Fee or Charge was not previously charged.
s. Refunds. When you make a purchase on our Site, you will be entitled to cancel your order during the five (5) minutes following confirmation of your purchase (the “Cooling-Off Period“). We will not credit your chosen payment method during the Cooling-Off Period. All purchases that are not cancelled during the Cooling-Off Period are final. If you believe that we have charged you in error, or that a product that you have purchased from us does not meet your satisfaction, we may, in our sole discretion, provide a refund provided that you contact us within 90 days of such charge. We reserve the right to refuse a refund request if we reasonably believe (i) that you are trying to unfairly exploit our refund policy, for example, by making repetitive refund requests in respect of the same Service; (ii) if you are in breach of this Agreement or (iii) if we reasonably suspect that you are using our Services fraudulently or that your account is being used by a third-party fraudulently.
7. Third-Party Sites, Applications, Products and Services
8. Ownership and Proprietary Rights
The Services are owned and operated by us. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by us (the “Materials“) are protected without limitation, by U.S., Canadian and other foreign copyright, trademark, patent and other intellectual property laws. Except for any Content that is provided and owned by Users, all Materials contained on the Services are the property of us and/or our subsidiaries and/or affiliated companies and/or our third-party licensors. All trademarks, service marks, and trade names are proprietary to us and/or our subsidiaries and/or our affiliates and/or our third-party licensors. Except as expressly authorized by us, you agree not to sell, license, distribute, copy, reverse engineer, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. We reserve all rights to the Materials not expressly granted in this Agreement. Any unauthorized or prohibited use may subject you to civil liability and criminal prosecution under applicable laws.
t. Our Remedies. You agree that we, in our sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with us or your use of the Services and remove and discard all or any part of your account, profile, and any Content, at any time. We may also in our sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or any portion thereof, may be affected without prior notice to you, and you agree that we will not be liable to you or any third-party for any such termination. Upon termination for any reason, all licenses and other rights granted to you in this Agreement will immediately terminate and you must cease to use the Services. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity. We reserve all rights and remedies against any User who violates this Agreement. YOU ACKNOWLEDGE THAT A VIOLATION OF THIS AGREEMENT MAY CAUSE IRREPARABLE HARM TO US AND YOU AGREE THAT, IN ADDITION TO ANY OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, WE SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF AGAINST YOU FOR ANY SUCH VIOLATION WITHOUT HAVING TO POST A BOND.
u. Your Remedies. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of this Agreement, (iii) any policy or practice of ours in operating the Services, or (v) any content or information transmitted through the Services, is to terminate your account. You may terminate your account at any time by deleting your account with the Services and discontinuing use of any and all parts of the Services.
You agree to indemnify, defend, and hold us as well as our subsidiary companies and affiliated legal entities and all of our directors, officers, shareholders, agents, licensors and employees harmless from and against all damages, liability, loss, costs and expenses (including reasonable legal fees and costs) arising out of (i) your breach of this Agreement; (ii) your breach of any applicable law or regulation; (iii) your infringement or violation of the rights of any third parties (including intellectual property rights); and (iv) any breach of the representations, warranties, and covenants made herein, by you.
11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE SERVICES ARE PROVIDED “AS IS” AND USED AT YOUR SOLE RISK WITH NO WARRANTIES WHATSOEVER; WE, AND OUR SUBSIDIARY COMPANIES AND AFFILIATED LEGAL ENTITIES AND ALL OF OUR DIRECTORS, OFFICERS, AGENTS, LICENSORS AND EMPLOYEES DO NOT MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. WE, AND OUR SUBSIDIARY COMPANIES AND AFFILIATED LEGAL ENTITIES AND ALL OF OUR DIRECTORS, OFFICERS, AGENTS, LICENSORS AND EMPLOYEES FURTHER DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE.
12. Limitation of Liability and Damages
v. Limitation of Liability. WE, AND OUR SUBSIDIARY COMPANIES AND AFFILIATED LEGAL ENTITIES AND ALL OF OUR DIRECTORS, OFFICERS, AGENTS, LICENSORS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO US, FOR:
xix. ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR
xx. ANY LOSS OF INCOME, BUSINESS, ACTUAL OR ANTICIPATED PROFITS, OPPORTUNITY, GOODWILL OR REPUTATION (WHETHER DIRECT OR INDIRECT); OR
xxi. ANY DAMAGE TO OR CORRUPTION OF DATA (WHETHER DIRECT OR INDIRECT); OR
xxii. ANY CLAIM, DAMAGE OR LOSS (WHETHER DIRECT OR INDIRECT) ARISING FROM OR RELATING TO ANY PRODUCT OR SERVICE PROVIDED BY A THIRD PARTY UNDER THEIR OWN TERMS OF SERVICE OR ANY THIRD PARTY WEBSITE.
w. Limitation of Damages. IN NO EVENT WILL WE, OR OUR SUBSIDIARY COMPANIES OR AFFILIATED LEGAL ENTITIES OR ANY OF OUR DIRECTORS, OFFICERS, AGENTS, LICENSORS OR EMPLOYEES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF CLAIM AND ONE HUNDRED DOLLARS.
x. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE OFFERED OUR SERVICES, SET OUR FEES AND CHARGES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.
y. Time Limit. YOU AGREE THAT ANY CLAIM ARISING FROM OR RELATED TO THE SERVICES MUST BE BROUGHT BY YOU WITHIN ONE YEAR FROM THE DATE WHEN THE CLAIM FIRST COULD BE FILED OR SUCH CLAIM IS PERMANENTLY BARRED.
z. Notice. You agree to receive electronic communications from us addressed to the e-mail address associated with your account. You acknowledge and agree that any communication via e-mail or by postings on the Site satisfies any legal requirement that such communications be made in writing.
aa. Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by us.
ab. Governing Law. You agree that this Agreement shall be governed by the substantive laws of the province of Ontario and the laws of Canada applicable therein, without respect to its conflict of laws principles. You agree, in the event of any claim or dispute between you and us that arises in whole or in part from the Services or this Agreement, to attorn to the non-exclusive jurisdiction of the courts of the province of Ontario.
ac. Severability. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
ad. Assignment. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any assignment attempted to be made in violation of this Agreement shall be null and void.
ae. Survival. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
af. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
ag. Entire Agreement. This Agreement constitutes the entire agreement between you and us relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to this Agreement made by us as set forth herein.
By clicking the “I Agree” button you represent and warrant that: (a) you have read, understood and agree to be bound by this Agreement; (b) if you are an individual, you are of legal age to form a binding contract, or if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity, to this Agreement; (c) this Agreement constitutes a binding and enforceable obligation of you and your heirs, executors, administrators, other legal representatives and successors; (d) you have not been previously suspended or removed from the Services; and (e) your registration and your use of the Services is in compliance with any and all applicable laws and regulations.