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Terms and conditions

TERMS AND CONDITIONS

VISUAL CONTENT PROVIDERS

URBANIMMERSIVE VISUAL CONTENT MARKETPLACE

 * Copyright Urbanimmersive 2017 - Strictly prohibited from reproduction, copying or distribution.

 

These terms of use (the “Agreement”) contain the terms and conditions that govern your access and use of the Marketplace (as defined below) as a Visual Content Provider (as defined below). The Marketplace is operated and hosted by Urbanimmersive Inc., a public corporation incorporated under the federal laws of Canada, listed on the TSX Venture Exchange, with shares that are publicly traded under the ticker symbol “UI” and with a head office located at 3899, Autoroute des Laurentides, Suite 203, Laval, Quebec, Canada,  H7L 3H7 (“UI”).

Summary 

- Your subscription to Centris® Marketplace is subject to approval of your portfolio and must include:

    - proof of liability insurance related to your services;

    - proof that you do not have a criminal record (you have six [6] weeks to do so).

- You must agree to transfer your image copyright to the Customer who ordered your service.

- A service charge calculated as a percentage of the payment is billable for each transaction.

- You must ensure that your services are not offered at a lower price than it is in your Centris® Marketplace profile.

 

Definitions

 The words “we”, “us”, “our”, “UI”, and “Urbanimmersive” refer to Urbanimmersive Inc., its subsidiaries and successors. The words “you” and “your” refer to the Provider. A “site” refers to a website. The “CMS”, « Centris® Marketplace », « Marketplace Centris® »,  « Marketplace » and the “Urbanimmersive Marketplace” refers, either individually or collectively, as applicable, to Urbanimmersive’s software solution.

 

Unless otherwise indicated in the text, or in case of inconsistencies within the text, the words and expressions that are capitalized in this Agreement or in any document that is ancillary or subordinate to this Agreement, are to be interpreted as follows:

 

“Client”: any client, existing or potential, of Urbanimmersive that uses the Marketplace and the CMS, including, collectively and without limitation, real-estate brokers, builders, architects, designers, and real estate agencies;

 

“Visual Content”: any type of Visual Content including, without limitation, photographs and 3D images, as well as Visual Content used in the creation of videos, Virtual Visits and other multimedia formats;

 

“Order”: any purchase made by a Client in the Marketplace;

 

“Intellectual Property Rights”: all the copyrightable rights, titles, interests, goods, and materials, including, without limitation, any rights that are or could be recognized, granted, or conferred under Canadian or foreign laws related to copyright, neighbouring rights, patents, trademarks, industrial designs, confidential information, image rights, rights in or to an invention, and other intellectual property rights of any type or nature, both registered and unregistered, including the rights concerning any request related to the above;

 

“Provider”: collectively and without limitation, self-employed photographers and real estate photography agencies using the Marketplace to, in particular, provide their Visual Content services; 

 

“Working Hours”: between 9 a.m. and 5 p.m. on Working Days;

 

“Working Days”: every day of the week except Saturday, Sunday, and legal holidays in the province of Quebec, Canada;

 

“Trademark”: all registered or unregistered brands, trade descriptions, service marks, and logos that are used to represent or describe UI’s products and services, as well as its technology;

 

“My Calendar”: Marketplace feature that allows Providers to post their availability and manage their schedule;

 

“My Portfolio”: Marketplace feature that allows Providers to promote their services to Clients;

 

“My Services”: Marketplace feature that allows Providers to provide a detailed description of the services they offer;

 

“My Earnings+”: Marketplace feature that allows Providers to view their Remuneration;

 

“Affiliated Partner”: a real estate agency, chain, association, or any other business related to the real estate industry that has entered into an Agreement with Urbanimmersive and that uses the Marketplace under one or more personalized versions with its image and URL, whether or not it receives financial compensation for promoting Urbanimmersive’s software to its clientele;

 

“Reseller Partner”: a real estate website provider that has entered into this Agreement with Urbanimmersive and uses Urbanimmersive’s CMS under one or more personalized versions with its image and URL, whether or not it receives financial compensation for promoting Urbanimmersive’s software to its clientele;

 

 

 

“Marketplace”, “Centris Marketplace”, “Marketplace Centris”, and any other name that identifies the Urbanimmersive marketplace: an online software owned by UI, which allows Clients to order Visual Content services online and allows Providers to receive Orders;

 

“CMS”: “Content Management System”, “Urbanimmersive's CMS”, “CMS”, “CMS Solution”, and “CMS Software”, which is a software solution owned by Urbanimmersive that includes a web-based interface for the management of written content, providing on-demand text writing, translation, and revision services;

 

“Parties” individually and collectively the Provider and Urbanimmersive;

 

“Provider Profile”: Web interface secured by a username and password that provide access to the features of the Urbanimmersive Marketplace;

 

“Remuneration”: fees paid to the Provider by UI for every Order that has been completed by the Provider for a Client;

 

“Virtual Visits”: collectively and without limitation, virtual visits, AVU3D® immersive visits, and any other virtual visit technology authorized in the Marketplace.

 

Consent

 

By registering on the Marketplace, you agree to the terms and conditions set out in this Agreement. By clicking on the “I have read, understood, and agreed to Urbanimmersive’s terms of use” button or any similarly named button, you agree to electronically sign this Agreement and acknowledge that you have read, understood, and agreed to comply with the Marketplace’s terms of use, privacy policy, and code of conduct. You agree that the present Agreement shall supersede and replace any other previous verbal or written agreements, contracts, or understandings with UI.

 

Amendments

 

UI can, without prior notice, modify, update, replace, or revise the Agreement and/or any other content or information published for Clients, Visual Content Providers, and Affiliated Partners in the Marketplace. Modifications to the Agreement shall take effect upon their display on the Marketplace, by a notice sent to the Provider’s Provider Profile on the Marketplace or by email to the last known address of the Provider. By continuing to use the Marketplace after such a notice has been displayed or sent, you accept these modifications and agree that these modifications are binding. If you do not agree with a modification made to the Agreement, you can decide at any time to cease use of the Marketplace in accordance with section 49 of this Agreement.

 

Accessibility

 

UI can, without prior notice, temporarily or permanently interrupt the functionalities and services of the Marketplace in whole or in part. UI also reserves the right to modify the name, brand, logo, and visual identity of its products, services, and functionalities at any time and at its sole discretion. In addition, UI has no obligation whatsoever to store, maintain, or provide you with a copy of information provided during your use of the Marketplace. The Provider acknowledges and agrees that UI shall not be held responsible for any changes of this nature.

 

Provider Profile

 

To use the Marketplace, you must first create a Provider Profile, which is governed by this Agreement. You are responsible for updating your Provider Profile and for keeping your username and password confidential. You are solely responsible for all of the activities that are carried out using your Provider Profile and will be held responsible for any damages sustained by UI or a third party as a result of the use of your Provider Profile or your password by anyone other than you, with or without your permission.

 

The Provider must immediately notify UI in the event of an unauthorized use of its Provider Profile or of any other breach of security. In addition, the Provider is, at no time, allowed to use the Provider Profile of another Provider.

 

On the Marketplace, your profile is anonymous. Meaning, customers can not access your contact information. They can only see your services, the description of your services and images of your portfolio. Your Profile is only visible to customers who book your services again via the « Hire a previous photographer" function.

 

Eligibility to Use the Marketplace

 

In addition to the conditions set out in this Agreement, you must at all times comply with the following conditions to be able to benefit from the right to use the Marketplace:

 

have only one Provider Profile in the Marketplace at any given time;

 

be a Provider;

 

  • where applicable, pay the registration fees and monthly fees set out in the Marketplace. If registration fees are owed, such fees will be payable at the time of registration;
  • pay all expenses related to carrying out services and to your rights and duties under this Agreement, including, without limitation, any equipment, travel, entertainment, or wage expenses.
  • provide accurate, complete, up-to-date information to UI and Clients, particularly in My Calendar, My Portfolio, and My Services features;
  • use Client information provided to you through the use of the Marketplace only to provide Clients with Visual Content production services in accordance with this Agreement;
  • where applicable, provide your tax numbers in your Provider Profile for billing purposes;
  • hold no criminal record, on the understanding that UI reserves the right to carry out verification at any time. You undertake to provide and keep, in the appropriate area of the Marketplace, an up-to-date, digital copy of proof that you have no criminal record.
  • at all times, provide professional service delivery in the best interests of UI and in accordance with this Agreement; 
  • post your availability and keep it up to date in My Calendar feature so clients can place their Orders;
  • maintain high quality customer service, be available during Working Hours, arrive on time to appointments made in the Marketplace, and look professional.  You are solely responsible for determining the safest and most efficient way of rendering your services; 
  • provide Visual Content to UI and to Clients that meets UI quality standards as outlined in APPENDIX A of this Agreement.

 

 

 

UI reserves the right to terminate this Agreement immediately and without notice in the event of a failure to comply with these conditions.

 

Liability Insurance 

 

Providers must at all times hold and maintain in force, with a reputable insurance company, a general liability insurance policy with an adequate coverage of a minimum of one million dollars, to cover its liability and that of its employees, if applicable. You undertake to provide and keep, in the appropriate area of the Marketplace, an up-to-date, digital copy of proof that you are covered by these insurance policies.

 

Description of Your Services

 

In My Services feature (or any other similar features), you must detail the type, extent, and characteristics of the Visual Content production services you offer to Clients. You must also complete My Portfolio feature and keep My Calendar up to date. 

 

You are not permitted to include the following elements in the description fields on your Provider Profile:

 

  • hyperlinks to third-party sites. UI monitors links in the UI Marketplace and reserves the right to block any link that is found not to be in compliance;
  • elements that are breaches of third-party copyright or other Intellectual Property Rights;
  • Text or contact information encouraging our client to communicate directly with you;
  • elements that violate the obligations of this Agreement; and
  • warranty exclusions with regard to services.

 

Equipment and Transportation

 

You must ensure that your photographic equipment is always functional and that it matches the description posted in your Provider Profile. You must also find your own means of transportation to photo shoots locations. 

 

Time Needed to Carry Out Your Services

 

In your Provider Profile, you must specify the time needed to carry out each of the services you offer to Clients. The time needed to carry out your services allows the booking system in the Marketplace to calculate your schedule of availability and to update it based on each new Order or changed Order. Except in certain cases, you do not need to include travel time in the time needed to carry out your services, because it has already been taken into account by the booking system. However, in the time needed to carry out your services, it is necessary to include the time required to set up and prepare the sites that are to be photographed.

 

Use of Information Boxes

 

You may not use the information boxes in the features of the Marketplace for any other use than to display the detailed information intended for those boxes. Without limiting the foregoing, you cannot use the information boxes to provide information about special offers, services that are not authorized in the Marketplace, or any other information that is not related to the box.

 

Approval of Your Provider Profile 

 

Once you have registered, your Provider Profile will be assessed. It can take up to 30 days to obtain approval for a new Provider Profile or for an edited Provider Profile. UI will determine the quality of your file based, among other criteria, on your portfolio and whether or not you meet the requirements set out in this Agreement. Your services will only become available when your Provider Profile has been approved by UI. Once your Provider Profile has been approved, the Affiliated Partners of the Marketplace will also have access to your services and may decide, at their sole discretion, to include your services on their personalized version.

 

Authorization

 

By approving your Provider Profile, UI authorizes you to operate under the designation of “Urbanimmersive Visual Content Provider” and grants you the right to use the Marketplace in accordance with the conditions described in this Agreement. UI reserves the right to terminate such a right if you are no longer complying with the obligations set out in this Agreement. You retain the exclusive right to determine the timing, place, and duration of your use of the Marketplace and Urbanimmersive’s services.  You may also choose to close your account as described in "Closing Your Supplier Profile" in this Agreement.

 

Your Relationship With Urbanimmersive

 

You acknowledge and agree that your use of the Marketplace creates a Client/Provider business relationship between you and Urbanimmersive. You acknowledge and agree that this relationship can under no circumstances be considered an employer/employee relationship. For the sake of clarity, you acknowledge and agree that you retain the complete rights to (i) offer your services to other clients outside of the Marketplace (ii) use other software application services that are similar to the Marketplace, and (iii) provide and engage in other professional and business activities.

 

In addition, the Parties are, and remain, contractors that are independent from one another, and none of the provisions in this Agreement can be interpreted as creating a partnership, general partnership, joint venture, undeclared partnership, contract of employment, mandate, franchise, sales agency, or any other subordinate relationship or bond of association between the Parties or their respective affiliates.

 

You have no right to make or accept offers on our behalf, or on behalf of our affiliates. You cannot make any declaration or representation to the contrary, whether it be in person, in writing, or on your site. If you authorize, encourage, incite, or simply allow another individual or legal entity to act in contravention of this Agreement, you will be held responsible in the same way as if you had done so yourself.

 

Ordering and Delivery

 

Once your Profile and services have been approved, you can receive Orders from Clients in the Marketplace if you are available on the date and at the time selected by the Client. Every Order made in the Marketplace is sent to you by email and can be accessed in your Provider Profile. Every Order includes the Client’s name, email, and phone number, the name and phone number of the contact at the Order location, the selected service, and the address of the session (if applicable).

 

Modifying the Date and Time of an Order

 

If your schedule of availability enables a Client to order your services, you cannot refuse to deliver the ordered service at the date and time selected by the Client, unless you contact the Client directly, as soon as possible, to make another arrangement and to indicate this Change in the Marketplace. You acknowledge and agree that UI can revoke your access to the Marketplace as a result of repeated refusal to serve one or more Clients at the date and time selected in the Orders.

 

Territory Covered

 

In the section My zones of your Profile, you must define the territory from which an Order can be placed. Thus, your Provider Profile will only be visible to Clients ordering a service with addresses within the zone.

 

You can increase or decrease the size of your service zone. Nevertheless, it is your responsibility to ensure that your service zone enables you to meet Client Order deadlines.

 

Travel Time

 

By default, 30 minutes of travel time by car is allocated between appointments. 

 

The Marketplace’s ordering system can estimate the travel time by car between the meetings. In the event that the estimated travel time between the address of the previous appointment and that of a new Order surpasses 30 minutes, the Order system will advise the Client of the additional travel time before the Order is confirmed.

 

If your means of transportation is not a car, you must ensure that the time needed to carry out your services includes the travel time corresponding to your means of transportation.

 

You agree that the travel time estimates are solely used to assist Clients in making appointments and to manage your appointments. You cannot hold UI responsible for incorrect or inaccurate travel time estimates. You cannot justify being late to your appointments or your inability to accept or make appointments on the basis that travel time estimates are or were incorrect. It is your responsibility to verify whether the estimated travel time between 2 or more appointments enables you to fulfill your obligations and, if necessary, to modify the date and time of the orders received.  

 

Orders Placed After 5:00 p.m.

 

You acknowledge and agree that, by default, the Marketplace does not allow Clients to order your services after 5:00 p.m. for the next Working Day. Accordingly, any Order received before 5:00 p.m. for the next Working Day shall be considered valid and must be delivered. You are solely and exclusively responsible for verifying whether Orders have been received by email or in your Provider Profile.

Geolocation of Your Device

 

You acknowledge and agree that once you have accepted an Order, the Marketplace application and some of its features that are currently available or that could result from updates may reveal your geographical position. You acknowledge and agree that these features are enabled in the Marketplace application.

 

Additional Services 

 

During the photography session or at any time before the delivery of Visual Content, the Client may add new services by placing a new Order on the Marketplace.

 

Delivery

 

The following terms apply to all Orders placed via the Marketplace:

 

Unless the agreement with the Provider states otherwise, the delivery by the Provider (excluding videos, Virtual Visits, and 3D images) will be made within 24 hours of the photography session.

 

The Provider cannot deliver an Order outside of the Marketplace if the Order was placed via the Marketplace. Once the Visual Content has been duly received by the online system, a notification will be sent to the Provider and to the Client. It is the responsibility of the Provider to contact UI if this notification has not been received in order to ensure that the Visual Content has been received.

 

The Provider will not be paid until an Order’s Visual Content is delivered.

 

Payment for Services by Clients

 

Payment for services is carried out upon delivery of Visual Content in a file format and/or HTTP link (URL) in the Client’s Client Profile.

 

 Refusal of the Visual Content by the Client

 

If UI finds that quality standards were not met, it reserves the right to refuse any Visual Content by means of notification. UI will notify you if a Client refuses the delivered Visual Content and if UI considers that the Visual Content is below reasonable quality expectations. You will then be required to carry out another photography session, at your expense or UI can refuse the payment of your retribution for this order. 

 

 Right of Verification

 

UI reserves the right to occasionally verify your business processes in order to ensure Client satisfaction at all times and that your services comply with your obligations and the terms of this Agreement, through quality surveys sent to Clients. You must provide, at UI’s request, supporting documentation and information needed to understand the results of these quality checks.

 

Client Evaluation

 

You acknowledge and agree that after delivering each service, Clients are invited to evaluate the quality of your service delivery.

 

Urbanimmersive, its affiliates, and its Affiliate Partners reserve the right to use, share, and display your evaluation, in any manner whatsoever, in the Marketplace, without obtaining your prior consent. You acknowledge and agree that Urbanimmersive, its subsidiaries, and its Affiliated Partners are distributors and have no obligation to verify your evaluations by Clients. You acknowledge that Urbanimmersive has no control over the evaluations and has no obligation to verify them. However, Urbanimmersive reserves the right to modify or delete comments in cases where they contain obscenities or any other objectionable content, or where they contravene the law or Urbanimmersive content policies.

 

If you believe that a comment is offensive or injurious or that it contains obscenities or any other objectionable content, you can contact Urbanimmersive (info@urbanimmersive.com) to request its modification or withdrawal. 

 

Minimum Evaluation

 

You acknowledge that Urbanimmersive wants Clients to have access to high-quality services in the Marketplace. To continue to benefit from access to the Marketplace and to Urbanimmersive’s services, you must maintain an average evaluation score that is higher than the minimum acceptable average evaluation score established by Urbanimmersive for your region. This minimum score is occasionally updated by Urbanimmersive, at its sole discretion. You acknowledge that the average evaluation score is aimed at reflecting overall Client satisfaction with your services. In the event that your average evaluation score is lower than the minimum average evaluation score, Urbanimmersive will notify you and may, at its sole discretion, provide you with a specified period to raise your average evaluation score above the minimum threshold. If you do not raise your average evaluation score above the minimum within the prescribed period, Urbanimmersive reserves the right to deactivate your access to the Marketplace.

 

Price of Services

 

You have the right to charge the rate that you wish for the services provided and billed in the Marketplace. You acknowledge and agree that your rate for each service is the sole payment you will receive for your Visual Content services for that Order.

 

You cannot charge the Client an additional amount for a service offered via the Marketplace. You do not have the right to charge the Client for travel expenses, equipment expenses, or any other expenses incurred during service delivery.

 

Travel costs, if any, will be charged by the Marketplace based on the information you will define in the My Zones section.

 

If applicable, your service fees most include all the costs of web hosting for a period of twelve (12) months.

 

Lowest Price Policy

 

You are not authorized to provide identical or similar services to those you offer in the Marketplace at a lower price outside of the Marketplace, and acknowledge that failure to comply with this condition constitutes sufficient cause to potentially revoke your authorization to use the Urbanimmersive Marketplace.

 

Negotiated Prices

 

Subject to section 29, you have the right, at your sole discretion, to offer reduced prices for any of your services to Urbanimmersive’s Affiliated Partners and Clients. In doing so, Clients that order your services with whom you have negotiated a price will thus pay the reduced price for your services.

 

Marketplace Pricing Fluctuation

 

Urbanimmersive may in its sole discretion increase or decrease the selling price of an entire category of services in its Marketplace, with the exception of services ordered from the « Hire  a previous photographer" function. You acknowledge and agree that regardless of the selling price paid by Customers, your rate for each service instance defined in your Profile is the only payment you will receive as part of Visual Content Services during an Order.  For clarification purposes, your remuneration for a service will always be the one indicated in your profile for this service and this, regardless of the price sold on the Marketplace by Urbanimmersive.

 

Remuneration Adjustments

 

Urbanimmersive reserves the right to unilaterally adjust, in a reasonable manner, your Remuneration for an Order in specific situations, including the following:

 

You did not deliver the number of images or the length of video agreed upon in the Order;

 

You made one or more technical errors with regard to photography;

 

The Client proved that fraud was committed and filed a justified complaint that was confirmed by UI after it was investigated.

 

Invoices and Receipts

 

For services in the Marketplace, Urbanimmersive provides you with an invoice and receipt system for the provided Visual Content services. The Marketplace generates email receipts or notifications for the booking, confirmation, pre-delivery, and final delivery of an Order. Orders and invoices are also sent by email or provided directly in the online Marketplace, in your Provider Profile. The invoices include the distribution of charges to Clients for Visual Content services, and can include specific information about you, including your name, your contact information, and your photo, as well as a short description of the service offered. If errors or omissions are found in the invoices, you must send your requests for correction within three Working Days of the issuance of the invoice by sending an email to Urbanimmersive at info@urbanimmersive.com. In the absence of such notice or beyond this deadline, Urbanimmersive will not be held responsible for errors or corrections to invoices or for the calculation or disbursement of Remuneration.

 

Invoices are made available to you directly in the Marketplace in your Provider Profile. If you do not wish to use this billing system, you therefore acknowledge and agree to issue your own invoices so that Urbanimmersive can carry out the disbursement of your Remuneration based on the statement that can be seen in My Earnings section of the Marketplace. In such cases, the terms of payment are 15 Working Days after the receipt of your invoice.

 

Service Charges

 

In exchange for the right to use the Marketplace and the related services and obtain the benefits that result from this use, you agree to pay service charges to Urbanimmersive on a transactional basis, calculated as a percentage of the amount of your service including taxes, independent of any special price that has been negotiated. The service charges are listed in Appendix B of this Agreement. Urbanimmersive reserves the right to modify service charges at any time, at its sole discretion. In the event that the service charges are modified, Urbanimmersive will send an update notice to that effect, and your continued use of the Marketplace following this notice will constitute your consent to the changes.

 

Cancellation Fees

 

You acknowledge and agree that Clients can choose to cancel their Orders at any time before delivery. However, if an Order is cancelled less than twelve hours before the date and hour of the appointment scheduled in the Marketplace to carry out the services, a cancellation fee of $50.00 will be billed to Client and will be paid to you as final Remuneration, without further recourse by you. 

 

Taxes

 

You acknowledge and agree that you must declare all of the income you generate in the Marketplace and calculate and pay any tax liability associated with your delivery of services. You acknowledge and agree that you are solely responsible for all taxes applicable to and resulting from service delivery. Urbanimmersive can, at its discretion, in accordance with any applicable laws and regulations, collect and remit sales and service taxes that result from your delivery of Visual Content services and/or provide tax authorities with all relevant tax information they request.

 

Payment

 

We will transfer Remuneration every two weeks for Orders completed during the previous two weeks, subject to any applicable deductions or withholding, including but not limited to cancelled Orders and applicable taxes. Remuneration and all amounts provided for in the present Agreement are in Canadian dollars. We cannot transfer you any Remuneration whatsoever until you have selected your method of payment. We will therefore hold your Remuneration until you have selected a payment method among the following:

 

Payment by automatic transfer to your PayPal account. We will transfer the Remuneration that you have earned for the day(s) concerned, to the PayPal account that you have indicated. However, we can accumulate and withhold Remuneration until the total amount due to you for completed Marketplace Orders reaches a minimum amount of $25.00 CAD. A 2% transaction fee will be withheld on the payable total amount, including applicable taxes, if applicable.

 

Payment by bank transfer: We will transfer the Remuneration that you have earned directly to the bank account that you have indicated. However, we can accumulate and withhold Remuneration until the total amount due to you for completed Marketplace Orders reaches a minimum amount of $25.00 CAD. If you choose this method of payment, you must send us the name of your bank, your account number, the transfer code, and the name of the primary account holder as it appears on your banking documents. Please note that this method of payment is only available for bank accounts located in certain countries. Transaction fees may be charged by banks involved in a bank transfer.

 

Payment by cheque: We will send you a cheque for the amount of Remuneration you have earned. However, we can accumulate and withhold Remuneration until the total amount due to you for completed Marketplace Orders reaches a minimum amount of $1000.00 CAD. Please note that this method of payment is only available for Providers who are located in countries that cannot receive Remuneration by bank transfer.

 

If you are not able to select your method of payment through your Provider Profile, please email us at info@urbanimmersive.com so that one of our representatives may contact you.

 

Inactive Provider Profile

 

At any time, if your Provider Profile does not show sufficient activity, at UI’s sole discretion, for a duration of at least three months, UI reserves the right, following a written notice of seven days, to i) close your Provider Profile and terminate the present Agreement and ii) withhold on the Remuneration that is due to you the amount of $10.00 CAD, to which any deductions or withholding for cancelled Orders, as well as any applicable taxes, will be added. The amount that will subsequently be transferred to you will constitute the full and final payment, without other compensation or recourse on your part, of amounts due under the present Agreement. If applicable, we can ask you to provide tax information. If we do not receive a response to such a request, we can, without prejudice of all other rights and resources at our disposal, withhold your Remuneration until the requested information is sent to us or until it is demonstrated to our full satisfaction that you do not have to provide this tax information.

 

No Additional Remuneration

 

You agree that we can use your name or your business’s name in our advertisements and in our web and print marketing documentation. You also acknowledge and agree that the use of your business’s name or your self-employed person’s name in advertisements or marketing documentation does not entitle you to any additional Remuneration.

 

Protection of Banking Information

 

The Marketplace is owned and operated by Urbanimmersive. UI is subject to Canadian provincial and federal laws regarding the protection of personal information and it takes all measures required for compliance with the best international practices in the protection of personal information.

 

UI does not save the credit card information that it collects via the Marketplace or via the online payment system after it has been sent to the payment services provider for the processing of the transaction. When a Client conducts a transaction on the Marketplace, he or she provides his or her credit card information, including the expiry date, security code, and any other information required for the payment to be processed. While the payment is being processed, this information is temporarily stored on a secure page, and then it is deleted after being sent to the payment services providers in order to process the transaction or to the bank that issued the credit card in order to confirm the payment for the Order.

 

UI takes the utmost care to protect your credit card information. Among other things, access to the Marketplace and the online payment system is secured in HTTPS mode and the information transmitted is encrypted using Secure Socket Layer (“SSL”) technology during the transfer.

 

Inappropriate Content

 

The Client is only permitted to use the Marketplace for legitimate purposes. The Client may not introduce to the content, in any way whatsoever, any material that violates or infringes, in any way whatsoever, the copyright, intellectual property rights, or other rights of any third party, that is illegal, threatening, inappropriate, offensive, abusive, or defamatory, that breaches privacy rights or public decency, that is vulgar, obscene, blasphemous or otherwise objectionable, that encourages a conduct that would constitute a criminal offence, that leads to a civil law suit, or that violates any law. If such content is introduced to the Marketplace, UI, at its sole discretion, may remove the content or close the page, without prior notice.

 

Privacy Protection

 

Personal information is defined as any information concerning an individual that allows that individual to be identified. UI believes that the protection of personal information is an essential part of its success, and, as a result, the Provider undertakes to take the necessary measures in order to ensure, at all times, the adequate protection of clients’ personal information. The Provider confirms that it respects and will continue to respect all of the requirements provided for in the privacy laws, including, the Personal Information Protection and Electronic Documents Act (Canada), and any other similar law that ensures the protection of personal information, which the Client could be subject to in connection with this Agreement and the use of the Marketplace. Without limiting the generality of the foregoing, the Provider will not provide UI with third-party personal information, without the prior consent of the relevant person. To its knowledge, the Provider has not voluntarily agreed, nor is obligated, contractually or otherwise, to comply with the guidelines of an association with regard to the protection of personal information.

 

Confidentiality

 

The Parties undertake not to reveal, disclose, show, expose, reproduce, or make available or accessible to anyone, in any way, any Confidential Information, in whole or in part, without the prior written consent of the other party. The Parties also undertake to share these duties of confidentiality with their respective employees and representatives. These commitments are effective for the duration of this Agreement and for a period of three (3) years following the delivery of goods and services to the Client.

 

For the duration of the Agreement and after it has expired or has been terminated for any reason, you are required to

 

use Confidential Information solely to carry out this Agreement and for no other reason;

 

disclose Confidential Information to your employees, subcontractors, or agents, who need to know it in order to carry out their duties under this Agreement and who are bound by a confidentiality agreement that guarantees similar protection to that under this Agreement; and

 

upon request inform UI of the location of the Confidential Information and the measures taken to maintain its confidentiality.

 

The communicated Confidential Information is and remains the property of UI in the same way in which the Intellectual Property Rights belong to UI. When this Agreement expires or is terminated, you must, at the request of UI, (i) return all material in your possession that contains or constitutes written Confidential Information, as well as all of the copies thereof, no matter their form, and (ii) destroy Confidential Information that cannot be returned, including, but without limitation, all material or anything else provided by UI.

 

Non-Solicitation

 

The Provider undertakes, for the duration of this Agreement and for a twelve-month period following the termination of the Agreement, not to solicit, recruit, or hire as an employee or independent provider any Urbanimmersive employee presently working or who would be working regularly for Urbanimmersive in the three months preceding the termination of the Agreement, for any position in the organization, without prior consent from UI.

 

Intellectual Property Rights

 

The Provider acknowledges that UI retains all its rights, titles, and interests, including all of its Intellectual Property Rights, in and to its services and products and in ensuing work, including, in particular as well as in its products and its software. This Agreement does not grant any Intellectual Property Rights of any nature whatsoever to the Provider. The products may not be copied, reproduced, published, downloaded, displayed, transmitted, distributed, or used to create derivative works, without the prior written consent of UI. Thus, the Provider acknowledges that, in the delivery of its services, it acquires no rights to UI materials that it cannot file or try to file a patent application for any idea and/or any concept or design that is based on UI technology, and that UI materials must be returned to UI when this Agreement comes to an end, and the Provider is not permitted to keep any copies thereof.

 

The Provider hereby acknowledges that UI has the exclusive right to protect and file applications for registration and patents, if applicable, with respect to all Intellectual Property Rights, as well as to assign the rights and perform any action necessary or useful for UI, its successors, representatives, and assigns to benefit from the full enjoyment of such rights. The Provider commits to perform any action and sign any document aimed at giving full effect to this Agreement.

 

Copyright and Its Use by the Client

 

In consideration for the Remuneration, and under this Agreement, the Provider grants the Client, upon delivery of an Order, a licence for Visual Content use that is perpetual, exclusive, worldwide, unlimited, sub-licensable and assignable, in whole or in part. This transfer is free of any additional licensing fees and allows the Client and his or her assigns and successors to use, assign, or modify any document, file, or Visual Content. This licence also allows the Client to copy, transfer, modify, create derivative works from, improve, broadcast, publish, withdraw, withhold, add, analyze, use, market, distribute, transmit, publicly display and/or perform, reproduce, edit, translate, and reformat the Visual Content of the Provider without any authorization, notice, or compensation beyond the price and without the requirement to identify the Provider.

 

The Provider acknowledges, guarantees, and agrees

 

  • that the Provider is the first owner of the work commissioned or if the Provider is an agency (hiring or subcontracting photographers) has all of the rights and permissions needed to award such a licence;
  • to waive is moral rights related to his work;
  • that the Visual Content contains no confidential or personal information;
  • that the Provider will ensure that the Client shall not be subject to any explicit or implicit duty of confidentiality with regard to the Visual Content;
  • that the Client has the right to use and disclose the Visual Content for any reason, in any manner, and without restriction, worldwide, in any and all types of media whether digital, print or else;
  • that the Client is free to temporarily or permanently assign his or her rights to any co-contractor; and
  • that the Provider has no right to compensation or reimbursement of any nature from UI or the Client.

 

Trademark Protection

 

UI hereby authorizes the Provider to use Trademarks solely in the form prescribed by UI. The Provider undertakes not to delete the UI Trademarks from any product delivered under this Agreement and not to alter or modify, for any reason, the UI Trademarks that appear on it. The Provider may not, under this Agreement or otherwise, acquire any right, title, or interest in or to the Trademarks.

 

Limitation of Liability

 

UI IS NOT LIABLE FOR DIRECT OR INDIRECT DAMAGES (INCLUDING THE LOSS OF INCOME OR PROFIT, LOSS OF EARNINGS, inability to sell the property that was the subject of a service or A LOSS OF CLIENTELE, ENJOYMENT, OR DATA) ARISING FROM THIS AGREEMENT OR ANY AMENDMENT MADE TO IT OVER TIME, the use or inability to use the Visual Content, the MARKETPLACE, the UI Products and software, the OPERATING DOCUMENTATION, THE URBANIMMERSIVE CMS OR SERVICE OFFERINGS, by the Client or a third party, WHETHER OR NOT YOU HAVE INFORMED US OF THE POSSIBILITY OF THESE DAMAGES ARISING.

 

NO PROVISION OF THIS AGREEMENT EXCLUDES: (I) LIABILITY IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY THE FAULT OF ONE OF THE PARTIES, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES (II) CONTRACTUAL LIABILITY OF ONE PARTY IN THE EVENT OF GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR DECEIT, AND (III) ALL LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

 

Warranty Disclaimer

 

UI MAKES NO REPRESENTATIONS NOR PROVIDES ANY GUARANTEE WITH REGARD TO THE (i) PROPER FUNCTIONING AND ABSENCE OF ISSUES WHEN USING UI PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, VISUAL CONTENT, AVU3DTM VISITS, AVU3DTM TOOLS, 2-D SLIDES, LAYOUT CONFIGURATOR, THE MARKETPLACE AND CMS (ii) SERVICES AND GOODS THAT MUST BE DELIVERED UNDER THIS AGREEMENT (iii) RELEVANCE OF THE INFORMATION AND THE ACCURACY OF THE CONTENT ON THE SITE, OR (iv) INTELLECTUAL PROPERTY RIGHTS ACQUIRED BY CLIENTS, THIS TRANSFER HAVING TAKEN PLACE DIRECTLY BETWEEN THE CLIENT AND THE PROVIDER. UNLESS EXPRESSLY STATED, GOODS AND SERVICES UNDER THIS AGREEMENT ARE PROVIDED “AS IS, WITH NO REPRESENTATION OR GUARANTEE,” EXPLICIT OR IMPLICIT, INCLUDING, WITHOUT LIMITATION, IMPLICIT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM BUSINESS PRACTICES OR CUSTOMS. UI ASSUMES NO RESPONSIBILITY FOR THE PERFORMANCE OF ITS CLOUD INFRASTRUCTURE, NOR FOR THE FUNCTIONING OF ITS SITE AND ITS COMPUTER PRODUCTS.

 

This disclaimer applies NOTWITHSTANDING THE FACT THAT (i) the application is based on contract, tort, statutes, or any other doctrine of law (ii) UI was or should have been aware of the possibility of thESE DAMAGES ARISING, and (iii) the limited relief under this Agreement does not respect its fundamental purpose.

 

Indemnification

 

The Provider undertakes to defend, indemnify, and hold UI harmless with regard to any damages, claims, legal proceedings, obligations, and expenses resulting from any act or omission by the Provider. Without limiting the foregoing, the Provider undertakes to indemnify UI for any damages that result from:

 

the Provider’s non-compliance with the provisions of this Agreement, including, without limitation, the uploading of Visual Content;

 

any content put online by or for the Provider in the Marketplace; and

 

its use of the Marketplace.

 

Identification as a Provider 

 

You can publicly identify yourself as a Marketplace Provider. It is, however, prohibited from misrepresenting or exaggerating the relationship that exists between you and us (including by indicating expressly or implicitly that we support, sponsor, recommend, or contribute to a charitable work or any other cause). In addition, under no circumstances will you assert or imply any association between you and us (including an employment relationship), except in the manner expressly authorized by this Agreement.

 

Termination

 

Failure to comply with the Agreement and with notices published via the Marketplace will result in the automatic termination of all the rights granted to the Provider of this Agreement, which may include restricting the use of the Marketplace, the Provider Profile, and all UI products, temporarily or permanently, without prior notice. In the event that the Provider has failed to comply with the Agreement, UI reserves the right to remove all content from the Marketplace, without prior notice. The Parties agree that the expiration or termination of the Agreement, for any reason, will have no impact on the Provider’s obligations with regard to UI’s Intellectual Property, non-solicitation, confidentiality, or any other obligation that, by its very nature, would survive the expiration or termination of this Agreement. In the event of a termination, the Provider agrees that it has no right to any additional Remuneration to the amount paid on the date of termination.

 

Closing your provider profile

 

You can close your Supplier Profile at any time by writing to Urbanimmersive at info@urbanimmersive.com.   Since transactions may be associated with your account, closing your profile will only inactive your account. Meaning, Urbanimmersive will keep your profile and data private, but customers will no longer be able to see you in the Marketplace and order your services. The Parties agree that the closing of your Provider Profile will not affect your obligations with respect to UI's Intellectual Property, non-solicitation, confidentiality or any other obligation that, by its very nature, would survive the expiration or termination of this Agreement. In the event of a termination, the Provider agrees that it has no right to any additional Remuneration to the amount paid on the date of termination. In the event that you wish to reactivate your Profile, a reactivation fee of $ 150 will be required.

 

Representations and Guarantees

 

The Provider hereby makes the following representations and guarantees to UI:

 

  • The Provider has the powers, rights, and authorizations necessary to accept and carry out this Agreement, including granting the licence under the section entitled “Transfer of Your Visual Content Copyright and Its Use by UI”, free and clear of any third-party charges or claims.
  • The Provider undertakes to comply with, when carrying out its obligations under this Agreement, all laws that apply to its service performance and to its delivery of Visual Content.
  • The Provider has no interests, and undertakes not to acquire any interests, directly or indirectly, that could conflict in any manner with the performance of its obligations under this Agreement;
  • The Provider is not party to a contract with a third party that is incompatible in any way with this Agreement, and is not required to obtain additional approval from a third party or to make a payment to a third party, as a condition of the binding nature of a provision in this Agreement.
  • The Provider acknowledges that UI considers the above-mentioned representations and guarantees to be essential conditions to its commitment hereunder; thus, a breach of one or the other may lead to the termination of this Agreement by UI for default, and, at its discretion, the exercise of remedies that are available to UI in accordance with the law.

 

Notices

 

All notices must be in writing and can be sent by email to info@urbanimmersive.com. A notice will be deemed to have been given 24 hours after the email was sent.

 

Entire Agreement

 

This Agreement forms the entire agreement between the Parties hereto and replaces any previous written or oral agreement, negotiation, understanding, statement, proposal, discussion, and communication. 

 

Applicable Laws

 

This Agreement must be interpreted and applied in accordance with the applicable laws of the Province of Quebec and the laws of Canada. Each Party defers to the exclusive jurisdiction of the courts of the Province of Quebec in the judicial district of Montreal with respect to any issues arising from or related to this Agreement. Any contrary provisions in this Agreement notwithstanding, we may seek relief by means of a summary procedure or any other form of relief before any State, federal or provincial court of competent jurisdiction in the event of a real or alleged violation of our Intellectual Property Rights or ownership rights, or of those of any other individual or corporation. Moreover, you acknowledge and agree that our rights to content are of a special, unique, and unusual nature, which gives them particular value, the loss of which would not be easily estimated or compensated appropriately through damages. The Provider acknowledges that to be in default under this Agreement would cause irreparable damage to UI, and that, in the event of such default, UI will, in addition to all other available legal relief, have the right to a proceeding for injunctive relief, specific performance, and other equitable relief.

 

Prices

 

All amounts specified in this Agreement, including any related appendices, are in Canadian dollars and exclude applicable taxes.

 

No Waivers

 

No waiver of any of the provisions of the Agreement shall be interpreted as a waiver of any other provision. Failure to report prior failure to comply with a provision of this Agreement shall not be interpreted as a waiver of that provision. Waivers to a provision will not be enforceable unless the waiver is written and signed by the party waiving its execution. 

 

Entirety of the Agreement

 

If a provision in the Agreement is found to be invalid by any court having competent jurisdiction, the provision would be severed to the extent permitted, and all other provisions would remain in full force and effect and would continue to bind the Parties. 

 

Language

 

The Provider agrees that any versions of the Agreement in languages other than French constitute translations of the original document, provided for convenience, and that the French version of the Agreement, or any other document provided by UI, will prevail

 

Assignment

 

UI can assign or transfer its rights and obligations under this Agreement, in whole or in part, to any person, including, without limitation, any corporation that is associated with UI. The Provider cannot assign or transfer this Agreement, in whole or in part, without prior written consent from UI.

 

Relationship Between the Parties

 

The parties are and remain contractors that are independent from one another, and none of the provisions in this Agreement can be interpreted as establishing an association, corporation, employment relationship, or joint venture between the parties, or as one giving any mandate from the other. In addition, the parties shall not claim to be related to the other party, except as an independent contractor, and none of the parties may bind the other, in any way and toward anyone, except when in compliance with the provisions of this Agreement. To that end, each of the parties remains solely responsible to the relevant authorities for (i) the collection and payment of any sales tax, withholding, as well as any other amount owing or owed under any law, regulation or otherwise when carrying out these Agreement, and (ii) liabilities, accounts, obligations, or other responsibilities to the other party.

 

Miscellaneous

 

UI reserves the right to offer products and services under different conditions than those set out in this Agreement to any potential Provider, including the Provider’s competitors.

 

Cookies

 

In order to facilitate and customize your Marketplace experience as described above, we may save cookies on your computer. A cookie is a small text file stored on a User's computer for record-keeping purposes and contains information about the User. We may use cookies to save your time when you visit the Marketplace, to remind us who you are, and to track and target the user's interests in order to provide a personalized experience.  Using this information allows us to create a more user-friendly experience for all visitors. 

Most browsers automatically accept cookies but you can change your browser settings to refuse cookies. Please note that if you refuse or delete these cookies, some components of the Marketplace and Urbanimmersive Products may not work properly.

 

As on most websites, Urbanimmersive uses the following types of cookies:

 

 - Navigation Cookies

These cookies are essential for you to browse our Marketplace and make the best use of the various features. Example: connection to your Client account, to ensure your identification on all the pages of Urbanimmersive’s Product.

 

- Audience Measurement Cookies

These cookies collect anonymous information during your visits to our site. Their objective is to allow the analysis of the navigation behaviour on the site for optimization purposes.

 

Your choices regarding cookies

You can prevent cookies from being saved by configuring the preferences of your browser.

 

Refusing cookies may prevent you from accessing certain features in the Marketplace.

 

Google Chrome

1. Click on the icon to display the settings menu

2. Click on "Options"

3. In the "History" area, select "Use Custom Settings for History"

4. Select the desired level

 

Under Safari

1. Click on the "Safari" menu

2. Click on "Preferences"

3. On the "Security" tab select the desired level

 

Microsoft Internet Explorer

1. Select the "Tools" menu, then "Internet Options"

2. Click the "Privacy" tab

3. Select the desired level using the cursor

 

Pixel and invisible pixels

We may use other standard technologies, including (but not limited to) invisible pixel tags or pixels to track your use of our Services, or we may allow our service providers to use these tools on our behalf . Pixel and invisible pixels are tiny graphic images inserted into certain pages of the Marketplace or our e-mails that allow us to determine whether you have performed a specific action. When you access these pages or open an email or click an email, invisible pixels generate non-identifiable information about that action. Pixels allow us to measure and improve our understanding of the flow and behaviour of visitors who access our Marketplace, and offer us a way to measure our performance and target our promotions. 

 

 

 

 

 

 

 

APPENDIX A

 

REAL ESTATE PHOTOGRAPHY QUALITY STANDARDS

 

 

 

Urbanimmersive is responsible for ensuring that Providers registered in the Marketplace provide real estate photography services and technologies that meet the quality standards listed in this appendix.  

 

 

 

•Photos uploaded to the Marketplace must be 4272 by 2848 pixels in size.

 

•Photos must not be blurry (due to shaking or being out of focus).

 

•Photos must have good lighting, and dark areas must be brightened.

 

•Photos must bring out the colours of the environment. If necessary, the photographer must retouch the photos to accomplish this.

 

•Photos must be composed using White Balance adjusted for the brightness of the environment in order to eliminate yellow whites.

 

•The photographer must eliminate the backlighting effect by using HDRI, flash, camera angles, or other appropriate techniques.

 

•Photos must not be over-exposed and must be composed with the right balance of contrast.

 

•The composition of the framing of shots must be aesthetic and provide the most information possible about a room.  

 

•Unless the ceiling requires showcasing, it should not take up more than 1/3 of the photo.

 

•Vertical skylines in the rooms must be straight. 

 

•Images must not be distorted as a result of the use of a fisheye lens.

 

•Photos must not contain ball-shaped reflections of light on the walls caused by the use of a flash that did not go off properly.

 

•Reflections and/or shadows of the photographer and/or the equipment must not be visible in the photos and in the mirrors in the environment, other than in cases in which it is impossible for the photographer’s reflection not to be visible, for example, in an exercise room covered entirely by mirrors.

 

•Curtains must be open or arranged to let in as much light as possible.

 

•Interior lights must be turned on, even for interior photography sessions.

 

•In photos of bathrooms, toilet seat lids must be placed in the down position.

 

•Licence plate numbers that appear in photos must be blurred.

 

 

UI requires that all videos produced by a Provider via the Marketplace have a minimum duration of 45 seconds.

 

Any video added to Vimeo, YouTube and other types of visual content technological formats have to be published in the Client’s account or channel so that the Client can unpublished the visual content by himself at any time.

 

Visual content technological viewers most include a feature enabling users to report a problem concerning the visual content.

 

 

 

APPENDIX B

 

SERVICE CHARGES

 

Urbanimmersive reserves the right to modify service charges at its sole discretion.

 

6.5% service fee per transaction.

 

For example, if you charge $100 for a service, your retribution will be $93.50 (UI retains $6.50 service fees).