General Terms of Service

‍Last updated: September 1st, 2022

1. About these Terms of Service

‍These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Shop”, or “End User”) and MyListingPage Inc., including its affiliates ("MyListingPage", “MLP”, the “Company,” “we”, “us”, or “our”), concerning your access to and use of our websites mylistingpage.com, MLP mobile applications, software services and professional services, as well as any media, information, or content made available therein, therefrom or otherwise related to or connection therewith (collectively, the “Services”). You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms of Service (the “Agreement”). IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We may make changes to this Agreement from time to time, and we will give you not less than thirty (30) days advance notice of any such changes and an opportunity to opt-out by sending an email to info@mylistingpage.com. We will further alert you about any changes by updating the “Last updated” date of this Agreement. If you continue to use the Services following such thirty (30) days notice, you will have agreed to such changes and will be bound by them. If you opt-out of such changes, our legal agreement will continue to be bound by the last version of these Terms of Service that you accepted, subject to our mutual rights to discontinue our contractual relationship. Additional terms and conditions with respect to new and add-on products and services may also be added to this Agreement at any time by appending them hereto. Such terms and conditions are “Product Specific Terms” as set forth below. Except for certain kinds of disputes described in Section 20, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND MLP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court), and your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 20). The information provided on and through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Services and all Company websites are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

‍2. Privacy Policy

Please refer to MyListingPage’s Privacy Policy (found here: https://www.mylistingpage.com/privacy-policy) which explains how we collect, use, and disclose information that pertains to your privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. Please be advised the Services are hosted in the United States and/or Canada. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States or Canada, then through your continued use of the Site, you are transferring your data to the United States or Canada, and you expressly consent to have your data transferred to and processed in the United States or Canada. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the United States Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

3. Registration; Rules For User Conduct And Use Of The Service

You must register for and maintain an account with us to access the Services. When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Services. Only authorized users may use your account to use the Service and conduct other activities with us. You agree to keep your password confidential and will be responsible for all use of your account and password. You will not allow use of your credentials to access the Services through automated or non-human means, whether through a bot, script or otherwise. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You agree to notify us immediately of any unauthorized use of your password and/or account. MLP will not be responsible for any losses or damages arising out of or related to the unauthorized use of your member name, password and/or account. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least the age of majority in the jurisdiction in which you live; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company (“Corporate Entity”), the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind the Corporate Entity to this Agreement and the Corporate Entity agrees to be bound by this Agreement. You may allow End Users working for your affiliates to use the Services under your subscription to the Services, as long as the total number of users between you and all of your affiliates does not exceed the number of users that you are paying for under your subscription and as long as used in the operation of a single business. If you allow your End Users to use your account, you agree that: (a) you will at all times be liable and responsible for all acts and omissions of these End Users that use the Service as though those acts and omissions were committed by you; and (b) you agree that your affiliates and their End Users may have access to all data and information that you can access through your account and we are not responsible for enforcing any data access restrictions between you and your affiliates. Failure to do so will constitute a breach of your obligations pursuant to this Agreement. An “affiliate” means any entity that, directly or indirectly, through one or more intermediaries, you control, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies. If you registered for the Services under a name other than the legal name of a business, we may from time to time require you to verify that all licenses purchased by you are used only by you and your affiliates and in the operation of a single business. If you are using multiple End User accounts in connection with the operation of more than one business, you must disclose this fact to us at time of registration and renewal for the Services, as separate businesses require separate agreements with us. Failure to do so will constitute a breach of your obligations.

4. Subscription Service; Professional Services

You may access and use the subscription Services during a free trial (if applicable) and thereafter upon the successful processing of your payment until such subscription expires or is canceled (the “Subscription Period”). MLP offers the following Subscription Periods (which may be updated from time to time), but your term and agreement may vary:

Monthly Subscriptions. If you elect to purchase a Monthly Subscription, the Subscription Period shall commence upon the successful processing of your payment and renew on the same day of each successive month thereafter, unless and until you provide MLP with notice of your intent to cancel, or as otherwise may be terminated by MLP in accordance with the terms set forth herein. No refunds will be given for partial months.

Annual Subscriptions. If you elect to purchase an Annual Subscription, the Subscription Period shall commence upon the successful processing of your payment and automatically renew on the annual anniversary date such period began, unless and until you provide MLP with 30 calendar day’s prior written notice of your intent to cancel the Annual Subscription, or as otherwise may be terminated by MLP in accordance with the terms set forth herein. No refunds will be given on Annual Subscriptions.

Professional Services. MLP may offer certain data migration or related professional services (“Professional Services”). If you elect to purchase Professional Services, MLP will provide you with a scope of work, and payment shall be due on or prior to the commencement of Professional Services and shall be non-refundable following payment. Payment for services in addition to the scope of work will be due up front.

Support. If you are currently with payment of Service fees, and subject to any other agreement you may contact info@mylistingpage.com for the Service, MLP will provide you with its standard technical support services relating to the Services, subject to any published support policies.

‍5. Service Payments.

(a) General Payment Terms. Certain features of the Services may require you to pay fees, including all applicable taxes. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise agreed, all fees are in U.S. Dollars and are non-refundable. MLP reserves the right to change the required method of payment at any time, upon notice to you. You are responsible for updating your account information should the required payment method change. If you agreed to purchase a minimum number of End User subscriptions as part of registering for the Services (the “Minimum Subscription Level”), you must pay for at least that number of subscriptions during the applicable term. All fees paid hereunder are non-refundable and non-recoupable. You agree that your purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by us regarding future functionality or features.

(b) Price. MLP reserves the right to determine pricing for the Services. MLP will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. MLP may change the fees for any feature of the Services, including additional fees or charges, if MLP gives you advance notice of changes before they apply. MLP, at its sole discretion, may make promotional offers with different features and different pricing to any of MLP ’s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.

(c) Subscription Service. The Services include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize MLP to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid the charges of the next periodic Subscription Fee to your account. You may cancel the Subscription Service at a termination point determined by your agreement and by contacting us at: info@mylistingpage.com

(d) Delinquent Accounts. MLP may suspend or terminate access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid, including, but not limited to amounts due for subscription fees. In addition to the amount due for the Services, a delinquent account will be charged with fees, charges or expenses (including attorneys' fees) that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

‍6. Term and Termination.

‍‍(a) Term. The term of this Agreement commences upon your registration for a Subscription Service and remains in effect for the term of your Subscription Service. Subscriptions will automatically renew for the next term (Monthly or Yearly) unless terminated as specified in this Section. For the purposes of providing notice of non-renewal as described in this paragraph, notice will be required not less than thirty (30) days in the case of annual subscriptions. Notice via email or submission of a cancel request through the Services platform will be deemed sufficient. Upon termination, your access to the Service and any information stored by the Service will also terminate. MLP may terminate this Agreement at any time upon 30 days' prior written notice for its convenience, and MLP will not refund to you a pro-rata portion of any unused, prepaid fees, less deductions in accordance with this Agreement.

‍(b) Termination. We may immediately, without notice, suspend or terminate your access to the Services and terminate this Agreement for any of the following reasons: (a) you breach any provision of this Agreement; (b) you seek to hack the security mechanisms of the Services or we otherwise determine that your use of the Services poses a security risk to us or to another user of the Service; (c) you introduce a malicious program into the network or a virtual machine instance; (d) you cause network interference that affects Services performance for other customers; (e) you use the Services in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Services for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.

‍(c) Early Termination. If you want to terminate this Agreement before the term is over, you will owe a termination fee equal to all the remaining payments. The only exception is that you may terminate with thirty (30) days' written notice if MLP materially breaches this Agreement and does not cure the breach within thirty (30) days' of receiving your written notice.

‍(d) Effect of Termination. If this Agreement is terminated for any reason: (i) you will pay to MLP any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections will survive: Sections 6, 7, 12, 10 through 31. In addition, if you terminate this Agreement before the term is over, you will owe an additional termination fee equal to all the remaining payments. The only exception is that you may terminate with thirty (30) days' written notice if MLP materially breaches this Agreement and does not cure the breach within thirty (30) days' of receiving your written notice. Following termination and upon your request and subject to any specific restrictions applicable to you or your data, MLP will make reasonable efforts to export and provide to you in electronic format the information you have uploaded to the Service (service fees may apply), but MLP is not obligated to retain that information following any termination and makes no representation to the integrity, completeness or timeliness of any data so exported.

‍‍7. Ownership.

‍‍MLP retains all right, title, and interest in and to the Services, including without limitation all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on or integrated with the Services and the trademarks, service marks, and logos contained therein. All such properties are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. This Agreement does not grant you any intellectual property rights in the Services or any components thereof. Except as expressly provided in this Agreement, no part of the Services and no content or marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

‍‍8. License.

‍‍Subject to your complete and ongoing compliance with the terms and conditions of this Agreement, MLP grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to: (a) install and use one object code copy of any mobile application associated with the Services obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Services solely in connection with the internal business operations of a single business, in each case solely for use by a number of End Users that does not exceed the number of paid subscriptions in your account, with no substitution of such users except as expressly permitted. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 End User subscriptions, you are granted a limited non-exclusive license to have up to 3 individuals only access the Services, without substitution. Use of the Services by any number of individuals above the number of End User subscriptions you have purchased is a violation of your Agreement. Any number of individuals using the Services in excess of the number of End User subscriptions you have will be subject to immediate additional subscription purchases to the payment method on file, pro rated for any partial period. Further, if MLP provides you with any API or software outside the Services (“Ancillary Software”), MLP hereby grants you a limited, non-exclusive, non-transferable right to use that Ancillary Software solely in connection with your use of the Services. You may not, and you must ensure that your Managed Technicians do not, share accounts with each other or any other individuals. You are responsible and liable for ensuring that your Managed Technicians (or anyone else using your accounts or the accounts of your Managed Technicians) comply with the terms of this Agreement.

‍‍9. Trials; Early Access

‍‍If you obtain a subscription to a trial or new feature or any add-on to the Services designated by us as “Trial,” “Preview”, “Beta”, “Early Access” or “Evaluation Services” which we may provide for free or not (an “Early Access Service”), notwithstanding any other terms to the contrary, you may use such Early Access Service only for your internal demonstration, test, or evaluation purposes. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER KINDS OF PROMISES, EXPRESS OR IMPLIED, FOR EARLY ACCESS SERVICE AND THEY ARE PROVIDED ON AN “AS IS” BASIS. EARLY ACCESS SERVICE HAVE A NON-PERPETUAL TIME LIMITED SUBSCRIPTION TERM AND WE MAY “TIME-OUT” AND DISABLE THE EARLY ACCESS SERVICES OR OTHERWISE DISCONTINUE YOUR ACCESS AND USE OF THE EARLY ACCESS SERVICE AT ANY TIME WITHOUT PRIOR NOTICE. You will not attempt to defeat or circumvent any duration mechanism for the Early Access Service and will not use any Early Access Service beyond the prescribed term of early access. Your use of an Early Access Service may be subject to additional terms and conditions that you must agree to when accessing the Early Access Service.

‍10. User Data

‍You may upload information to the Services and link other services to the Service to integrate your data from those other services. In addition, we may collect registration and other information about your use of the Service. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, transmit, distribute and otherwise exploit all such information: (a) internally in any way subject to MLP’s obligation of non-disclosure in Section 8; and (b) internally or externally in any way in aggregate or anonymous format or otherwise in conformity with our Privacy Policy. You may only post text, photographs, videos, or other audiovisual or informational content (collectively, “Content”) to the Services if you own the rights to that Content, or if another rights holder has given you permission. You agree that MLP may use your name, logo and marks to identify you as a MLP customer on MLP’s website and other marketing materials.

11. Confidentiality

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of MLP includes the Services and Content, the terms and conditions of all customer agreements and order forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Disclosure of Confidential Information. Subject to MLP's rights under Sections 10, 13 and 14, MLP will not disclose to any third party, without your consent, the information or material you upload to the Service. This includes information about the pricing of the products and services that you might sell and promote through the Services. MLP may, however, disclose that information or material if required by law or if MLP reasonably determines that disclosure is necessary to prevent harm to MLP or any third party. Your consent to disclosure shall be deemed given in the event that you access MLP or your MLP data through a third party application, solely with respect to disclosure in connection with your use of such third party application. If MLP is required by law to disclose any of that information or material, MLP will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, except to the extent required for compliance with applicable law, to enforce our rights pursuant to this Agreement or in order to provide the Services or support for the Services, MLP will not directly contact your end customers or make personally identifying or contact data regarding your end customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access MLP or your MLP data through a third party application, solely with respect to disclosure in connection with your use of such third party application.

Protection of Confidential Information. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature (but in no event less than a commercially reasonable standard of care) and shall ensure that its Representatives who have access to Confidential Information of Discloser have signed a nonuse and nondisclosure agreement in content at least as protective of Discloser’s Confidential Information as the provisions of this Agreement, prior to any disclosure of Confidential Information to such Recipients. The Recipient shall reproduce Discloser’s proprietary rights notices on any copies made by the Recipient in the same manner in which such notices were set forth in or on the original Confidential Information. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser’s Confidential Information of which Recipient becomes aware.

12. Feedback

‍If you provide feedback to us regarding the Service or MLP’s website (“ Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.

‍13. Assignability

You may not assign this Agreement or any right, duty, or obligation under this Agreement, without MLP’s prior written consent, including, for the avoidance of doubt, to any acquirer of your business. If consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. MLP may assign this Agreement or any right, duty, or obligation under this Agreement, at any time without your consent.

‍14. Subcontractors

‍MLP may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as MLP remains responsible for all of its obligations under this Agreement.

‍15. Warranties; Disclaimer

‍MLP warrants that the Services will, during the term of your subscription, materially conform to any description of the Service published by MLP. As MLP’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, MLP will make reasonable efforts to correct the non-conformity.
You represent and warrant that: (a) you will not upload or request that MLP import any information (including personal information) or Content to the Service unless you have all consents, permissions and licenses necessary to do so and to authorize MLP’s collection, use, disclosure and retention of that information in accordance with this Agreement; and (b) your use of the Service will not subject MLP to any liability or cause MLP to violate any law, rule, or regulation or guideline.

‍THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MLP DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND PROMISES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MLP DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MLP DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MLP ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE REGARDING ANY OF THE MLP ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MLP does not disclaim any warranty or other right that MLP is prohibited from disclaiming under applicable law.

‍16. Limitation of Liability

‍TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MLP ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE OR ARISING OUT OF OR WITH RESPECT TO ANY PRODUCTS OR SERVICES (INCLUDING PROFESSIONAL SERVICES) PROVIDED BY MLP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MLP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MLP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO MLP FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

‍17. Indemnity

‍To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify MLP and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “MLP Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with your use of the Services or any data, materials or information you provide to the Services; or (d) any dispute or issue between you and any third party (including, but not limited to any disputes with your end customers or any financial institution with respect to services provided by your Shop). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

18. Force Majeure

MLP will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond MLP’s reasonable control.

19. Notices

‍‍Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for MLP, and at the address set forth in your account for you, and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section.

20. Dispute Resolution

‍In the interest of resolving disputes between you and MLP in the most expedient and cost effective manner, you and MLP agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MLP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

21. Governing Law

‍‍‍This Agreement is governed by the laws of Ontario Canada without regard to conflict of law principles. Subject to Section 20, you and MLP hereby irrevocably and unconditionally submit and attorn to the personal and exclusive jurisdiction of court located within Markham, Ontario for resolution of any lawsuit or court proceeding permitted under this Agreement.

‍‍22. Waiver

The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

23. Severability

If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.

‍‍24. Consent to Electronic Communications

(a) By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
(b) By entering into this Agreement, you agree to receive calls and text messages from MLP and persons acting on our behalf to the telephone number you provided to us. You understand and agree that these calls and text messages may be made using an autodialer, artificial or prerecorded voice, or other automated technology. These communications may include operational communications concerning your account, communications regarding the Service and marketing communications. Standard text messaging rates will apply. Your agreement to receive promotional calls and texts is not a condition of any purchase or of use of the Service.
(c) We and our affiliates and third party service providers may also communicate with you by email and push notifications in our mobile application.
(d) IF YOU WISH TO OPT OUT OF COMMERCIAL EMAILS FROM MLP, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. TO OPT OUT OF PROMOTIONAL CALLS, PLEASE MAKE A DO NOT CALL REQUEST DURING ANY CALL YOU RECEIVE.

‍‍25. International Use

‍‍The Service is intended for visitors located within the United States and Canada. We make no representation that the Service is appropriate or available for use outside of the United States and Canada. Access to the Service from other countries or territories or by individuals where such access is illegal and prohibited.

‍‍26. Google Maps

‍‍Google Maps presented to you through the Service are powered by Google. Your use of Google Maps is subject to the Google Maps Terms of Service, available online at https://www.google.com/intl/en-US_US/help/terms_maps/, and https://www.google.com/intl/ALL/policies/privacy/index.html, and by using the Service, you are agreeing to be bound by such terms.

‍27. Restrictions

‍You must comply with all applicable laws, including privacy laws, when using the Services; for the avoidance of doubt, you will be responsible for that all sms/text messages sent through the Services are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
a. use the Services for any illegal purpose or in violation of any local, state, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Services;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. use the Service in violation of any advertising and marketing laws such as CAN-SPAM, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, Canada’s Anti-Spam Legislation (CASL) and the CRTC Unsolicited Telecommunications Rules, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.
e. import or transfer to the Services any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, information regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers);
f. interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
g. interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
i. sell or otherwise transfer the access granted under this Agreement or any right or ability to view, access, or use the Service; or
j. attempt to do any of the acts described in this Section 27 or assist or permit any person in engaging in any of the acts described in this Section 27.

‍28. Entire Agreement

‍‍This Agreement, along with any Product Specific Terms, is the final and complete expression of the agreement between these parties regarding your use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of MLP has any authority to bind MLP with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. MLP will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless MLP specifically agrees to such provision in writing and signed by an authorized agent of MLP.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: info@mylistingpage.com