Thanks for your interest in PairUp! Let's get a few details about you. 
start
 
First things first, what's your first and last name? *

 
Is there a phone number that we can use to reach you?

 
Let's round out your profile with a photo! *

 
Would you like to use PairUp as a manager, or to have your home managed? *


 
Will your home be completely vacant, or are you looking to fill just one room? *


 
Great! What would be the first day that you would be available to work? *

 
Righto, when will you be leaving your home? *

 
When will you be coming back home? *

 
When is the last day you would be available to work? *

Don't worry if you need a break in the middle or have an emergency - PairUp has you covered, just send us an email to let us know at admin@pairup.io
 
Let's hear a bit about you. Are you a master organizer? Fantastic people person? What would make you a great manager? *

This will be publicly available for other users to see. They'll use this information to help them decide if they want to work with you or not, so use this as your time to shine!
 
What neighborhoods do you want to work in? *

The best info you can give us here is a postal code - we'll use this to find properties closest to you.
 
How many properties would you like to manage? *

A property will take 5-7 hours per week to manage, so really, this is kind of like asking how many hours a week you would like to work.
Properties also make managers $300 - $1000 per month, depending on size, location, etc... So this is also asking how much you'd like to make.
 
How big of a radius do you want to work in? *

This will be the area around the postal code answer that you gave us in the last question.
 
What is your home's address? *

This will remain private until you've accepted a manager that we match you with.
 
PairUp responsibly! *

By working with PairUp, you must agree to allow a PairUp manager to host guests in your home. However, some landlords and home owner's associations don't approve of Airbnb use.

It is your responsibility by registering with PairUp to ensure that you have permission to have short-term sublets hosted in your home while you're away. You can read more about responsible hosting here: 

https://www.airbnb.ca/help/article/1389/responsible-hosting-in-canada

Please check "I accept" only if you are certain that you are permitted to host short-term sublets in your home.
     
 
How many bedrooms are in your home? *

 
How many bathrooms are in your home? *

 
What's your monthly rent?

This is private and optional - it will only be used by PairUp to determine how well your manager and property are working together. Please do not include any non-rent expenses (Cable TV, Internet, Parking, etc...)
 
What makes your home special? *

Is your home close to a public transit station? Have a great view? Large balcony? Just give us a couple bits of info that explain why your home is a great place to stay.

*Important: If there is a PairUp manager you know you would like to work with, please mention their name here so we can make sure you work together!
 
Would you like to upload some photos of your home? *

If you have some photos handy, we'd love to see them. If not, no worries, we can get those later!

 
Let's see your kitchen *

These photos will be used to help managers decide whether or not your home will be a good fit or not. First off, let's have a look at the kitchen:
 
The bathroom *

Upload a photo of your bathroom here. If your home has more than one, there will be optional photo uploads a bit later, don't worry!
 
Master bedroom *

Upload a photo of your home's master bedroom here.
 
Living room *

Upload a photo of your home's living room here.
 
Bathroom (2)

If your home has more than one bathroom, upload a photo of the second bathroom here. If not, you can just skip this one.
 
Bedroom (2)

If your home has more than one bedroom, upload a photo of the second bedroom here. If not, you can skip this one.
 
Bedroom (3)

Third bedroom in your home? Upload a photo of it here.
 
Bedroom (4)

Fourth bedroom in your home? Wow. Big place! Upload a photo of it here.
 
Bedroom (5)

Five bedrooms in your home? Is this place a palace? Upload a photo of your home's fifth bedroom here.
 
So sorry, but PairUp isn't equipped to manage shared home situations, and can only manage fully empty homes right now. Thanks for checking us out!

 
This agreement outlines your relationship with PairUp as a manager. Please review and accept these terms and conditions to continue. *

TECHNOLOGY SERVICES AGREEMENTLast update: March 17, 2017
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual or legal entity and its respective directors, employees and other representatives (“you”) and 9352-6119 Quebec Inc., a corporation based in Canada (“PairUp”).PairUp provides lead generation to independent third party Property Managers (as defined below). PairUp’s Technology Services (as defined below) enable such Property Managers to reach out to, connect and contract with Property Holders of PairUp’s Platform (as defined below). You desire to enter into this Agreement for the purpose of accessing and using the Technology Services.In order to use the Technology Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and PairUp shall be bound by the terms and conditions set forth herein.
Definitions“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

“Platform” means a set of online services offered at www.pairup.io and which enables Property Holders to list Rental Units, and offer such Rental Units for real estate management purposes to Property Managers.

“Property Manager ID” means the identification and password key assigned by PairUp to you that enables you to use and access the Technology Services and any other platform or services used by PairUp.

“Property Manager(s)” means you, and, if you are not an individual, also means any of your authorized directors, employees or representatives.

“Property Manager Services” means the services provided by Property Manager to a Property Holder, which comprises the providing of real estate management services of at least one Rental Unit to such Property Holder, which may include, but is not limited to, listing such Rental Unit on a third party platform and offering such Rental Unit for short-term rentals to third parties, when permissible.

“Rental Unit” or “Rental Units” means an apartment rental unit or any other form of property belonging to a Property Holder or otherwise managed or occupied by Property Holder, offered to the Property Manager for property management purposes.

“Rental Fees” means the asking amount of Property Holder for each Rental Unit on a per diem basis, for the rental of such Rental Unit.

“Technology Services” mean PairUp’s on-demand lead generation and related services that enable Property Managers, via the Platform, to advertise Property Manager Services, and to reach out to, connect and contract with Property Holders, with respect to such Rental Units; the Technology Services also include access to the Platform, and related support services systems, as may be updated or modified from time to time.

“Property Holder” means an end Property Holder authorized by PairUp to use the Platform. Each Property Holder is an owner, tenant of one or more Rental Units.

“Property Holder Information” means information about a Property Holder made available to you in connection with such Property Holder’s request via the Platform for your services or products, which information may include the Property Holder’s name, location, contact information and photo.

“PairUp Data” means all data related to the access and use of the Services hereunder, including all data related to Property Holders (including Property Holder Information).


Use of the Technology Services
Property Manager IDs. PairUp will issue a Property Manager ID to you to enable you to access and use the Platform or any other platform or services used by PairUp in accordance with this Agreement. PairUp reserves the right to deactivate your Property Manager ID if you do not respect the provisions of this Agreement. You agree that you will use your Property Manager ID with professionalism and diligence, and maintain your Property Manager ID in confidence and not share your Property Manager ID with any third party. You will immediately notify PairUp of any actual or suspected breach or improper use or disclosure of your Property Manager ID.
Your Relationship with Property Holders. You acknowledge and agree that your provision of Property Manager Services to Property Holders creates a direct contractual relationship between you and each such Property Holder. PairUp is not responsible or liable for the actions or inactions of a Property Holder in relation to you or your activities, and you acknowledge and agree that you shall have the sole responsibility for any obligations or liabilities to Property Holders or third parties that arise from your provision of Property Manager Services.
Your Relationship with PairUp. You acknowledge and agree that PairUp’s provision to you of the Platform and the Technology Services creates a direct business relationship between PairUp and you. PairUp does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your Rental Units and relationship with Property Holders, your acts or omissions, or your operation and maintenance of your Rental Units. You retain the sole right to determine when, where, and for how long you will use the Platform or the Technology Services. PairUp assigns at least one (1) Rental Unit to each Property Manager, but you retain the option to accept or to decline such assignment to manage such Rental Unit. PairUp reserves the right to suspend such assignment of Rental Unit, and re-assign any Rental Unit to another Property Manager when PairUp deems it necessary.

Financial Terms
Rental Fees and Payment. You are entitled to collect management fees for each of the Rental Units that you provide to a Property Holder (“Management Fee(s)”) equivalent to twenty percent (20%) of the Rental Fees, after deduction of the Service Fees.

Service Fees. In consideration of PairUp’s provision of the Platform and the Technology Services for your use and benefit, you agree to pay PairUp a service fee equivalent to fifteen percent (15%) of the Rental Fees, which shall be deducted from the Rental Fees and may be subject to changes (“Service Fee(s)”). PairUp reserves the right to change the Service Fee at any time at PairUp’s discretion based upon local market factors, and PairUp will provide you with notice in the event of such change. Continued use of the Technology Services after any such change in the Service will mean that you accept such changes.

Appointment of PairUp as Limited Collection Agent. You hereby: (i) appoint PairUp as your limited payment collection agent solely for the purpose of collecting the Rental Fees and applicable taxes, when applicable, from Property Holders on your behalf via the payment processing functionality facilitated by the Technology Services; and (ii) agree that payment made by Property Holder to PairUp (or to an Affiliate of PairUp acting as an agent of PairUp) shall be considered the same as payment made directly by Property Holder to you. PairUp agrees to remit the Management Fees, or cause to be remitted, to you every Friday, following the transaction between you and a third party for the booking of Property Holder’s Rental Unit(s).
No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, PairUp and its Affiliates may seek to attract new Property Holders to the PairUp Platform and to increase existing Property Holders’ use of the Platform. You acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Property Manager Services as required by applicable law; and (b) provide PairUp with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Property Manager Services. Notwithstanding anything to the contrary in this Agreement, PairUp may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Property Manager Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this section labelled “Taxes” directly to the applicable governmental tax authorities on your behalf or otherwise.
Proprietary Rights: License
License Grant. Subject to the terms and conditions of this Agreement, PairUp hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Technology Services solely for the purpose of providing Rental Units belonging, occupied or other managed by Property Holders and offer such Rental Units for real estate management to Property Managers. All rights not expressly granted to you are reserved by PairUp, its Affiliates and their respective licensors.
Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Technology Services in any way; (b) modify or make derivative works based upon the Technology Services; (c) improperly use the Technology Services or Platform, including creating Internet “links” to any part of the Technology Services or Platform, “framing” or “mirroring” any part of the Technology Services or Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Technology Services or Platform; (d) reverse engineer, decompile, modify, or disassemble the Technology Services or Platform, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Technology Services or Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Technology Services or Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Technology Services or Platform; or (iv) attempt to gain unauthorized access to the Technology Services or Platform or their related systems or networks.
Ownership. The Technology Services, Platform and PairUp Data, including all intellectual property rights therein, are and shall remain (as between you and PairUp) the property of PairUp, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Technology Services, Platform or PairUp Data conveys or grants to you any rights in or related to the Technology Services, Platform or PairUp Data, except for the limited license granted above. Other than as specifically permitted by PairUp in connection with the Technology Services, you are not permitted to use or reference in any manner PairUp’s, its Affiliates’, or their respective licensors’ names, logos, products and service names, trademarks, service marks, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "PairUp Trademarks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the PairUp Trademarks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Confidentiality
Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes PairUp Data, Property Manager IDs, Property Holder Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
Obligation. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service Property Managers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to PairUp, its internal record-keeping requirements).
Exception. Notwithstanding the provisions of subsections labelled “Confidential Information” and “Obligation” hereinabove, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Privacy
Disclosure of Your Information. Subject to applicable law, you hereby acknowledge and accept that PairUp and its Affiliates may be required by relevant governmental or judicial authorities and/or regulatory agencies and/or professional regulatory bodies, to disclose, with no liability to you whatsoever, any information (including personal information (e.g., information obtained about you through any background check) and any PairUp Data) about you or any Property Manager Services provided hereunder by you if: (a) there is a complaint, dispute or conflict between you and a Property Holder; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in PairUp’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements; (d) it is necessary, in PairUp’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of PairUp or its Affiliates, the Technology Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Technology Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which PairUp or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in PairUp’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Technology Services. You understand that PairUp may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
Data Use. PairUp and its Affiliates may collect your personal data during the course of your application for, and use of, the Technology Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by PairUp and its Affiliates, third parties, and service Property Managers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with PairUp’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

Representations and Warranties; Disclaimers
By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Rental Units in any given region or location where you intend  to and/or do provide Rental Units.
Disclaimer of Warranties. PAIRUP AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE TECHNOLOGY SERVICES AND THE PLATFORM ON AN "AS IS" AND "AS AVAILABLE" BASIS. PAIRUP AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE TECHNOLOGY SERVICES AND THE PLATFORM: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR PROPERTY MANAGER SERVICES. PAIRUP AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE PROPERTY HOLDERS WHO MAY REQUEST OR RECEIVE PROPERTY MANAGER SERVICES FROM YOU, AND PAIRUP AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE PROPERTY HOLDERS. BY USING THE TECHNOLOGY SERVICES AND THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE TECHNOLOGY SERVICES AND THE PLATFORM. NOTWITHSTANDING PAIRUP’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM PROPERTY HOLDERS ON YOUR BEHALF AS SET FORTH IN SECTION LABELLED “FINANCIAL TERMS” ABOVE, PAIRUP AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY PROPERTY HOLDER OR PROPERTY MANAGER OR OTHER THIRD PARTY.
No Service Guarantee. PAIRUP AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE TECHNOLOGY SERVICES OR THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE TECHNOLOGY SERVICES OR THE PLATFORM MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE TECHNOLOGY SERVICES OR THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND PAIRUP AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
Indemnification. You shall indemnify, defend (at PairUp’s option) and hold harmless PairUp and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Property Holders, regulators and governmental authorities) directly or indirectly related to your provision of Property Manager Services or use of the Technology Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
Limits of Liability  PAIRUP AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR PAIRUP’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO THE SECTION OF THIS AGREEMENT LABELLED “FINANCIAL TERMS” ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF PAIRUP OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF MANAGEMENT FEES ACTUALLY PAID TO OR DUE TO PAIRUP HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination
Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, PairUp may terminate this Agreement or deactivate your Property Manager ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of PairUp and its Affiliates, to provide Property Manager Services, or as otherwise set forth in this Agreement.
Effect of Termination. Outstanding payment obligations and sections or subsections labelled “Definitions”, “Use of the Technology Services”, “Financial Terms”, “Ownership”, ”Confidentiality”, “Privacy”, “Disclaimer of Warranties”, “Limits of Liability”, “Relationship of the Parties”, “Miscellaneous Terms”, “Governing Law; Dispute Resolution” and “Language” shall survive the termination of this Agreement.
Relationship of the Parties
Relationship. The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between PairUp and you; and (b) no joint venture, partnership, or agency relationship exists between PairUp and you.
Indemnification. You have no authority to bind PairUp or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of PairUp or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of PairUp, you undertake and agree to indemnify, defend (at PairUp’s option) and hold PairUp and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
Miscellaneous Terms
Modification.  In the event PairUp modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. PairUp reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Technology Services or using the Platform, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Technology Services or Platform after any such changes shall constitute your consent to such changes.
Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that PairUp may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent:  (a) to an Affiliate; or (b) to an acquirer of all or substantially all of PairUp’s business, equity or assets.
Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.  Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
Notices. Any notice delivered by PairUp to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Technology Services. Any notice delivered by you to PairUp under this Agreement will be delivered by contacting PairUp at admin@pairup.io.
Governing Law; Dispute Resolution
This Agreement shall be governed and interpreted in accordance with the laws of the Province of Quebec, Canada, without regard to its principles of conflicts of law.
The courts of the judicial district of Montreal shall have exclusive jurisdiction with respect to any proceedings in connection with this Agreement.
Language
The parties to this Agreement have expressly required and consented that this Agreement and all other related documents be prepared in English.  Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.



TERMS OF USE
Last updated: April 4, 2017
ACCEPTANCE OF TERMS
Please read these terms and conditions (this “Agreement” or these “Terms”) carefully. By clicking “accepted and agreed to”, User agrees to be bound by the terms of this Agreement. This Agreement is effective when User clicks “Accepted and Agreed To” (the “Effective Date”).
These Terms constitute an agreement, which includes the privacy policy (“Privacy Policy”), by and between 9352-6119 Quebec Inc., a corporation whose principal place of business is in Montreal (Canada) (“PairUp” or “we”) and any user, corporation, partnership, sole proprietorship or other business entity executing this Agreement, and all or any employee, contractor, agent or affiliate of such business entity (together the “User” or “you”) that uses or accesses the Services (defined hereinafter). PairUp reserves the right to update and change these Terms of Use by posting updates and changes to PairUp’s website. You are advised to check the Terms of Use from time to time for changes and updates that may impact you.
PairUp reserves the right to update and change these Terms and the Services at any time. You are advised to review these Terms from time to time for updates and changes that may impact you. Any use of the Services after such updates and changes will mean that you accept them. You can always review the last updated version of the Terms at www.pairup.io/terms-of-use. Please also review from time to time our Privacy Policy at www.pairup.io/privacy-policy.

SERVICES
The Services offered by PairUp under the Terms include online listing services aimed at certain Users (“Property Managers”), for the management of properties of other Users who own, rent out or control such properties (“Property Holders”). Any new services, features or tools which are added to the current Services shall be also subject to the Terms of Use. You can review the current version of the Terms of Use at any time at www.pairup.io/terms-of-use.
ACCOUNT & ELIGIBILITY
Certain of the Services require that you sign up for an account. By using the Services, you represent and warrant that (a) all information you submit to PairUp is truthful and accurate; (b) you will maintain the accuracy of all such information; (c) you will uphold and respect these Terms at all times; (d) you are 18 years of age or older; (e) your use of the Services does not violate any applicable law or regulation; (f) you will safeguard your account information and will supervise and be completely responsible for any use of your Account by you and anyone other than you. Your account may be deleted without warning if we believe that you are under 18 years of age, or for violation of these Terms.
TERM
This Agreement will remain in full force and effect while you use the Services and/or have a PairUp account (the “Term”). You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service. PairUp may terminate or suspend your account at any time without notice if PairUp believes that you have breached this Agreement in its sole discretion. After your account is terminated, this Agreement will terminate, except for the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.

PAYMENT & FEES

User agrees to pay to PairUp any fees for each Service that User purchases, uses, or subscribes to in accordance with the pricing and payment terms presented by PairUp for such Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except when required by law.

CANCELLATION
You may cancel your account at any time by selecting the option through your account mangagement page. After cancelling your account, this Agreement will terminate, except for your obligations towards PairUp under this Agreement or any other agreement entered into between you and PairUp, and the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.

LICENCE
During the Term, PairUp grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services on the terms set forth in this Agreement. User agrees that all rights, title and interest in and to all the intellectual property rights in the Services, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by PairUp are owned exclusively by PairUp or its licensors. All rights not granted to User in this Agreement are reserved by PairUp.
LICENCE RESTRICTIONS
User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Services, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Services; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services; (iv) remove any product identification, copyright or other notices from the Services; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party; (vi) use the Services for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Services to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Services; (viii) use the output or other information generated by the Services for any purpose other than as contemplated by this Agreement; (ix) use the Services for any use other than User’s internal business use; (x) use unauthorized modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (xi) use the Services in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation. PairUp retains all title to, and, except as expressly licensed herein, all rights to the Services, all copies, derivatives and improvements thereof and all related documentation and materials.
INTELLECTUAL PROPERTY
The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under copyright laws. PairUp owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of PairUp and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
YOUR CONTENT
The Services may allow you to submit, post, display or upload content including but not limited to text, files, photos and other materials (together the “Content”). You retain ownership of your Content, but by uploading or entering it onto any software, program or platform provided as part of the Services, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Services and associated support; and (ii) analyzing and improving the operation of the Services. We reserve the right to remove Content on any software, program or platform provided as part of the Services that PairUp, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
CONFIDENTIAL INFORMATION
PairUp and User shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. PairUp may collect some Confidential Information from User which includes, without limitation, their name, phone number, email address, postal address, profile picture and payment information. Either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business. The restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party's Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law.
TERMINATION & SUSPENSION
In the event of breach of this Agreement by User, PairUp may terminate this Agreement by giving User written notice specifying the nature of the breach in reasonable detail and PairUp’s intention to terminate (a "Termination Notice"). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate. If User is in breach of any of the provisions of this Agreement under the sections labelled “Licence”, “Payment & Fees”, or “Confidential Information”, then PairUp may immediately suspend or terminate User's use of the Services. Any such suspension shall not relieve User of any of its obligations under this Agreement or entitle User to any refund of payments previously made.
PairUp may also suspend User’s access to the Services immediately without notice if PairUp, in its sole discretion, believes: (1) such suspension is required by law; or (2) there is a security or privacy risk to User. Any suspension of User’s access to the Services will not limit or waive PairUp’s rights to terminate this Agreement or User’s access to the Services.
Upon termination of this Agreement, User shall discontinue its use of the Services. Notwithstanding the previous sentence, termination of this Agreement by PairUp shall not limit User's obligation to pay all of the applicable fees, nor restrict PairUp from pursuing any other remedies available to it, including injunctive relief.
User agrees that following termination of User’s account and/or use of the Services, PairUp may immediately deactivate User’s account and delete User data. User further agrees that PairUp shall not be liable to User nor to any third party for any termination of User access to the Services or deletion of User data.
PRIVACY POLICY
PairUp uses and protects User information, including information transmitted via the Services, in its privacy policy available at www.pairup.io/privacy-policy and is hereby incorporated by reference.

THIRD PARTY SERVICES
PairUp may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or PairUp’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall PairUp be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if PairUp has been advised of the possibility of such damages.
NO WARRANTY
PAIRUP WORKS TO KEEP THE SERVICES BUG-FREE AND SAFE BUT THE USER AGREES TO USE THE SERVICES AT USER’S OWN RISK. PAIRUP IS PROVIDING THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER PAIRUP, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
NO LIABILITY
IN NO EVENT SHALL PAIRUP AND/OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, OR ANY DAMAGES OR LOSS ARISING FROM THE PROPERTY MANAGEMENT SERVICES PROVIDED BY THIRD PARTY PROVIDERS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SOFTWARE, PROGRAM OR PLATFORM PROVIDED AS PART OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.
INDEMNITY
User agrees to defend, indemnify and hold harmless PairUp, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the “Costs”), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in this Agreement or arising out of the use of the Services by User.  
GOVERNING LAW
These Terms of Service shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with this Agreement or resulting from the Services or Corporation’s website shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).
SEVERABILITY, FORCE MAJEURE, ENTIRE AGREEMENT AND HEADINGS
If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
REPRESENTATIONS AND WARRANTIES
User represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that User is fully authorized to use the Services; and (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to this Agreement, including but not limited to privacy laws. User agrees to comply with all of PairUp’s policies and all laws, rules and regulations relating to the use of the Services. Any violation of this section may result in loss of features, up to and including termination of User’s account. User will indemnify PairUp for any costs, fines or damages incurred by PairUp due to User's failure to comply with this section.
LANGUAGE
The parties hereto have expressly required that this Agreement be drafted in English. Les parties aux présentes ont expressément exigé que la présente entente soit rédigée en anglais.
     
 
As a web platform, PairUp has to have some agreements with its users regarding how we operate. Please review and accept these agreements in order to continue creating your profile. *

TECHNOLOGY SERVICES AGREEMENTLast update: March 15, 2017
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual or legal entity and its respective directors, employees and other representatives (“you”) and 9352-6119 Quebec Inc., a corporation based in Canada (“PairUp”).PairUp provides lead generation to independent third party Property Managers (as defined below). PairUp’s Technology Services (as defined below) enable such Property Managers to reach out to, connect and contract with Property Holders of PairUp’s Platform (as defined below). You desire to enter into this Agreement for the purpose of accessing and using the Technology Services.In order to use the Technology Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and PairUp shall be bound by the terms and conditions set forth herein.
Definitions“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.“Management Fees” means the fees owed to Property Managers for the provision of Property Manager Services. Such Management Fees are equivalent to twenty percent (20%) of the Rental Fees.

“PairUp Data” means all data related to the access and use of the Services hereunder, including all data related to Property Holders (including Property Manager Information).“Platform” means a set of online services offered at www.PairUp.io and which enables Property Holders to list Rental Units, and offer such Rental Units for real estate management purposes to Property Managers.

“Property Holder ID” means the identification and password key assigned by PairUp to you that enables you to use and access the Technology Services.

“Property Manager” means an individual or any authorized directors, employees or representatives of an entity offering real estate management services through the Platform.

“Property Manager Information” means information about a Property Manager made available to you in connection with such Property Manager’s offering of Property Manager Services via the Platform for your Rental Units, which information may include the Property Manager’s name, location, contact information and photo.

“Property Manager Services” means the services provided by Property Manager to a Property Holder, which comprises of providing real estate management services to at least one Rental Unit to such Property Holder, which may include, but is not limited to, listing such Rental Unit on a third party platform and offering such Rental Unit for short-term rentals to third parties.

“Rental Unit” or “Rental Units” means an apartment rental unit or any other form of property belonging to you or otherwise managed or occupied by you, offered to the Property Manager for property management purposes, which includes, without limitation, any furniture, and access to any amenities and common areas specified by the Property Holder in the agreement between Property Manager and Property Holder.

“Rental Fees” means the asking amount for each Rental Unit on a per diem basis, for the rental of such Rental Unit.

“Services Fees” has the meaning provided in the subsection labelled “Service Fees” hereinunder.

“Technology Services” mean PairUp’s on-demand lead generation and related services that enable Property Managers, via the Platform, to advertise real estate management services, and to reach out to, connect and contract with Property Holders, with respect to such Rental Units; the Technology Services also include access to the Platform, and related support services systems, as may be updated or modified from time to time.

“Property Holder” means you, and, if you are not an individual, also means any of your authorized directors, employees or representatives who is a tenant or owner of one or more Rental Unit(s).
Use of the Technology Services
Property Holder IDs. PairUp will issue a Property Holder ID to you to enable you to access and use the Platform in accordance with this Agreement. PairUp reserves the right to deactivate your Property Holder ID if you do not respect the provisions of this Agreement. You agree that you will maintain your Property Holder ID in confidence and not share your Property Holder ID with any third party. You will immediately notify PairUp of any actual or suspected breach or improper use or disclosure of your Property Holder ID.
Your Relationship with Property Managers. You acknowledge and agree that your offering of at least one Rental Unit or part of a Rental Unit creates a direct contractual relationship between you and each Property Manager. PairUp is not responsible or liable for the actions or inactions of a Property Manager in relation to you or your Rental Unit(s), and you acknowledge and agree that you shall have the sole responsibility for any obligations or liabilities to Property Managers or third parties that arise from your use of the Technology Services.
Your Relationship with PairUp. You acknowledge and agree that PairUp’s provision to you of the Platform and the Technology Services creates a direct business relationship between PairUp and you. PairUp does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your Rental Units and relationship with Property Managers, your acts or omissions, or your operation and maintenance of your Rental Units. You retain the sole right to determine when, where, and for how long you will use the Platform or the Technology Services. PairUp assigns at least one (1) Rental Unit to each Property Manager, but you retain the option to accept or to decline such assignment. PairUp reserves the right to suspend such assignment of Rental Unit, and re-assign any Rental Unit to another Property Manager when PairUp deems it necessary.

Financial Terms
Rental Fees and Payment. You are entitled to collect rental fees for each of the Rental Units that you provide to a Property Manager for Property Manager Services (“Rental Fee(s)”) equivalent to the amount set by you.
Service Fees. In consideration of PairUp’s provision of the Platform and the Technology Services for your use and benefit, you agree to pay PairUp a service fee equivalent to fifteen percent (15%) of the Rental Fees and may be subject to changes (“Service Fee(s)”). PairUp reserves the right to change the Service Fee at any time at PairUp’s discretion based upon local market factors, and PairUp will provide you with notice in the event of such change. Continued use of the Technology Services after any such change in the Service will mean that you accept such changes.
Appointment of PairUp as Limited Collection Agent. You hereby: (i) appoint PairUp as your limited payment collection agent solely for the purpose of collecting the Rental Fees and applicable taxes, when applicable, from third parties on your behalf via the payment processing functionality facilitated by the Technology Services; and (ii) agree that payment made by such third parties to PairUp (or to an Affiliate of PairUp acting as an agent of PairUp) shall be considered the same as payment made directly by a third party to you. PairUp agrees to remit the Rental Fees, minus any applicable taxes, Management Fees and Services Fees, or cause to be remitted, to you every Friday, following the transaction between PairUp and a third party for the booking of your Rental Unit(s).
No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, PairUp and its Affiliates may seek to attract new Property Holders to the PairUp Platform and to increase existing Property Holders’ use of the Platform. You acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your offering of Rental Unit(s) as required by applicable law; and (b) provide PairUp with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from this Agreement. Notwithstanding anything to the contrary in this Agreement, PairUp may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your offering of Rental Unit(s) and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this section labelled “Taxes” directly to the applicable governmental tax authorities on your behalf or otherwise.

Insurance. By signing up to the Platform and using the Technology Services, PairUp agrees to offer you a one (1) time compensation for theft and damages for each Rental Unit listed on the Platform for up to one thousand five hundred dollars ($1,500.00), subject to internal requirements and evaluation from PairUp.
Proprietary Rights: License
License Grant. Subject to the terms and conditions of this Agreement, PairUp hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Technology Services solely for the purpose of listing your Rental Units and offer such Rental Units for real estate management to Providers. All rights not expressly granted to you are reserved by PairUp, its Affiliates and their respective licensors.
Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Technology Services in any way; (b) modify or make derivative works based upon the Technology Services; (c) improperly use the Technology Services or Platform, including creating Internet “links” to any part of the Technology Services or Platform, “framing” or “mirroring” any part of the Technology Services or Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Technology Services or Platform; (d) reverse engineer, decompile, modify, or disassemble the Technology Services or Platform, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Technology Services or Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Technology Services or Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Technology Services or Platform; or (iv) attempt to gain unauthorized access to the Technology Services or Platform or their related systems or networks.
Ownership. The Technology Services, Platform and PairUp Data, including all intellectual property rights therein, are and shall remain (as between you and PairUp) the property of PairUp, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Technology Services, Platform or PairUp Data conveys or grants to you any rights in or related to the Technology Services, Platform or PairUp Data, except for the limited license granted above. Other than as specifically permitted by PairUp in connection with the Technology Services, you are not permitted to use or reference in any manner PairUp’s, its Affiliates’, or their respective licensors’ names, logos, products and service names, trademarks, service marks, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "PairUp Trademarks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the PairUp Trademarks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Confidentiality
Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes PairUp Data, Property Holder IDs, Property Manager Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
Obligation. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to PairUp, its internal record-keeping requirements).
Exception. Notwithstanding the provisions of subsections labelled “Confidential Information” and “Obligation” hereinabove, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Privacy
Disclosure of Your Information. Subject to applicable law, you hereby acknowledge and accept that PairUp and its Affiliates may be required by relevant governmental or judicial authorities and/or regulatory agencies and/or professional regulatory bodies, to disclose, with no liability to you whatsoever, any information (including personal information (e.g., information obtained about you through any background check) and any PairUp Data) about you or any Property Manager Services provided hereunder by you if: (a) there is a complaint, dispute or conflict between you and a Property Manager or another Property Holder; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in PairUp’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements; (d) it is necessary, in PairUp’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of PairUp or its Affiliates, the Technology Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Technology Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which PairUp or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in PairUp’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Technology Services. You understand that PairUp may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
Data Use. PairUp and its Affiliates may collect your personal data during the course of your application for, and use of, the Technology Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by PairUp and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with PairUp’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

Representations and Warranties; Disclaimers
By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Rental Units in any given region or location where you intend  to and/or do provide Rental Units.
Disclaimer of Warranties. PAIRUP AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE TECHNOLOGY SERVICES AND THE PLATFORM ON AN "AS IS" AND "AS AVAILABLE" BASIS. PAIRUP AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE TECHNOLOGY SERVICES AND THE PLATFORM: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR PROPERTY MANAGER SERVICES. PAIRUP AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE PROPERTY HOLDERS WHO MAY REQUEST OR RECEIVE PROPERTY MANAGER SERVICES FROM YOU, AND PAIRUP AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE PROPERTY HOLDERS. BY USING THE TECHNOLOGY SERVICES AND THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE TECHNOLOGY SERVICES AND THE PLATFORM. NOTWITHSTANDING PAIRUP’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM THIRD PARTIES ON YOUR BEHALF AS SET FORTH IN SECTION LABELLED “FINANCIAL TERMS” ABOVE, PAIRUP AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY PROPERTY MANAGER OR PROPERTY HOLDER OR OTHER THIRD PARTY.
No Service Guarantee. PAIRUP AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE TECHNOLOGY SERVICES OR THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE TECHNOLOGY SERVICES OR THE PLATFORM MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE TECHNOLOGY SERVICES OR THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND PAIRUP AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
Indemnification. You shall indemnify, defend (at PairUp’s option) and hold harmless PairUp and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Property Managers, regulators and governmental authorities) directly or indirectly related to your provision of Property Manager Services or use of the Technology Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
Limits of Liability  PAIRUP AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR PAIRUP’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO THE SECTION OF THIS AGREEMENT LABELLED “FINANCIAL TERMS” ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF PAIRUP OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO PAIRUP HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination
Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, PairUp may terminate this Agreement or deactivate your Property Holder ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of PairUp and its Affiliates, to provide Property Manager Services, or as otherwise set forth in this Agreement.
Effect of Termination. Outstanding payment obligations and sections or subsections labelled “Definitions”, “Use of the Technology Services”, “Financial Terms”, “Ownership”, ”Confidentiality”, “Privacy”, “Disclaimer of Warranties”, “Limits of Liability”, “Relationship of the Parties”, “Miscellaneous Terms”, “Governing Law; Dispute Resolution” and “Language” shall survive the termination of this Agreement.
Relationship of the Parties
Relationship. The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between PairUp and you; and (b) no joint venture, partnership, or agency relationship exists between PairUp and you.
Indemnification. You have no authority to bind PairUp or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of PairUp or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of PairUp, you undertake and agree to indemnify, defend (at PairUp’s option) and hold PairUp and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
Miscellaneous Terms
Modification.  In the event PairUp modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. PairUp reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Technology Services or using the Platform, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Technology Services or Platform after any such changes shall constitute your consent to such changes.
Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that PairUp may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent:  (a) to an Affiliate; or (b) to an acquirer of all or substantially all of PairUp’s business, equity or assets.
Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.  Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
Notices. Any notice delivered by PairUp to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Technology Services. Any notice delivered by you to PairUp under this Agreement will be delivered by contacting PairUp at admin@pairup.io.
Governing Law; Dispute Resolution
This Agreement shall be governed and interpreted in accordance with the laws of the Province of Quebec, Canada, without regard to its principles of conflicts of law.
The courts of the judicial district of Montreal shall have exclusive jurisdiction with respect to any proceedings in connection with this Agreement.
Language
The parties to this Agreement have expressly required and consented that this Agreement and all other related documents be prepared in English.  Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.


TERMS OF USE
Last updated: April 4, 2017
ACCEPTANCE OF TERMS
Please read these terms and conditions (this “Agreement” or these “Terms”) carefully. By clicking “accepted and agreed to”, User agrees to be bound by the terms of this Agreement. This Agreement is effective when User clicks “Accepted and Agreed To” (the “Effective Date”).
These Terms constitute an agreement, which includes the privacy policy (“Privacy Policy”), by and between 9352-6119 Quebec Inc., a corporation whose principal place of business is in Montreal (Canada) (“PairUp” or “we”) and any user, corporation, partnership, sole proprietorship or other business entity executing this Agreement, and all or any employee, contractor, agent or affiliate of such business entity (together the “User” or “you”) that uses or accesses the Services (defined hereinafter). PairUp reserves the right to update and change these Terms of Use by posting updates and changes to PairUp’s website. You are advised to check the Terms of Use from time to time for changes and updates that may impact you.
PairUp reserves the right to update and change these Terms and the Services at any time. You are advised to review these Terms from time to time for updates and changes that may impact you. Any use of the Services after such updates and changes will mean that you accept them. You can always review the last updated version of the Terms at www.pairup.io/terms-of-use. Please also review from time to time our Privacy Policy at www.pairup.io/privacy-policy.

SERVICES
The Services offered by PairUp under the Terms include online listing services aimed at certain Users (“Property Managers”), for the management of properties of other Users who own, rent out or control such properties (“Property Holders”). Any new services, features or tools which are added to the current Services shall be also subject to the Terms of Use. You can review the current version of the Terms of Use at any time at www.pairup.io/terms-of-use.
ACCOUNT & ELIGIBILITY
Certain of the Services require that you sign up for an account. By using the Services, you represent and warrant that (a) all information you submit to PairUp is truthful and accurate; (b) you will maintain the accuracy of all such information; (c) you will uphold and respect these Terms at all times; (d) you are 18 years of age or older; (e) your use of the Services does not violate any applicable law or regulation; (f) you will safeguard your account information and will supervise and be completely responsible for any use of your Account by you and anyone other than you. Your account may be deleted without warning if we believe that you are under 18 years of age, or for violation of these Terms.
TERM
This Agreement will remain in full force and effect while you use the Services and/or have a PairUp account (the “Term”). You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service. PairUp may terminate or suspend your account at any time without notice if PairUp believes that you have breached this Agreement in its sole discretion. After your account is terminated, this Agreement will terminate, except for the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.

PAYMENT & FEES

User agrees to pay to PairUp any fees for each Service that User purchases, uses, or subscribes to in accordance with the pricing and payment terms presented by PairUp for such Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except when required by law.

CANCELLATION
You may cancel your account at any time by selecting the option through your account mangagement page. After cancelling your account, this Agreement will terminate, except for your obligations towards PairUp under this Agreement or any other agreement entered into between you and PairUp, and the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.

LICENCE
During the Term, PairUp grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services on the terms set forth in this Agreement. User agrees that all rights, title and interest in and to all the intellectual property rights in the Services, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by PairUp are owned exclusively by PairUp or its licensors. All rights not granted to User in this Agreement are reserved by PairUp.
LICENCE RESTRICTIONS
User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Services, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Services; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services; (iv) remove any product identification, copyright or other notices from the Services; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party; (vi) use the Services for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Services to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Services; (viii) use the output or other information generated by the Services for any purpose other than as contemplated by this Agreement; (ix) use the Services for any use other than User’s internal business use; (x) use unauthorized modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (xi) use the Services in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation. PairUp retains all title to, and, except as expressly licensed herein, all rights to the Services, all copies, derivatives and improvements thereof and all related documentation and materials.
INTELLECTUAL PROPERTY
The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under copyright laws. PairUp owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of PairUp and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
YOUR CONTENT
The Services may allow you to submit, post, display or upload content including but not limited to text, files, photos and other materials (together the “Content”). You retain ownership of your Content, but by uploading or entering it onto any software, program or platform provided as part of the Services, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Services and associated support; and (ii) analyzing and improving the operation of the Services. We reserve the right to remove Content on any software, program or platform provided as part of the Services that PairUp, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
CONFIDENTIAL INFORMATION
PairUp and User shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. PairUp may collect some Confidential Information from User which includes, without limitation, their name, phone number, email address, postal address, profile picture and payment information. Either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business. The restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party's Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law.
TERMINATION & SUSPENSION
In the event of breach of this Agreement by User, PairUp may terminate this Agreement by giving User written notice specifying the nature of the breach in reasonable detail and PairUp’s intention to terminate (a "Termination Notice"). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate. If User is in breach of any of the provisions of this Agreement under the sections labelled “Licence”, “Payment & Fees”, or “Confidential Information”, then PairUp may immediately suspend or terminate User's use of the Services. Any such suspension shall not relieve User of any of its obligations under this Agreement or entitle User to any refund of payments previously made.
PairUp may also suspend User’s access to the Services immediately without notice if PairUp, in its sole discretion, believes: (1) such suspension is required by law; or (2) there is a security or privacy risk to User. Any suspension of User’s access to the Services will not limit or waive PairUp’s rights to terminate this Agreement or User’s access to the Services.
Upon termination of this Agreement, User shall discontinue its use of the Services. Notwithstanding the previous sentence, termination of this Agreement by PairUp shall not limit User's obligation to pay all of the applicable fees, nor restrict PairUp from pursuing any other remedies available to it, including injunctive relief.
User agrees that following termination of User’s account and/or use of the Services, PairUp may immediately deactivate User’s account and delete User data. User further agrees that PairUp shall not be liable to User nor to any third party for any termination of User access to the Services or deletion of User data.
PRIVACY POLICY
PairUp uses and protects User information, including information transmitted via the Services, in its privacy policy available at www.pairup.io/privacy-policy and is hereby incorporated by reference.

THIRD PARTY SERVICES
PairUp may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or PairUp’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall PairUp be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if PairUp has been advised of the possibility of such damages.
NO WARRANTY
PAIRUP WORKS TO KEEP THE SERVICES BUG-FREE AND SAFE BUT THE USER AGREES TO USE THE SERVICES AT USER’S OWN RISK. PAIRUP IS PROVIDING THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER PAIRUP, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
NO LIABILITY
IN NO EVENT SHALL PAIRUP AND/OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, OR ANY DAMAGES OR LOSS ARISING FROM THE PROPERTY MANAGEMENT SERVICES PROVIDED BY THIRD PARTY PROVIDERS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SOFTWARE, PROGRAM OR PLATFORM PROVIDED AS PART OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.
INDEMNITY
User agrees to defend, indemnify and hold harmless PairUp, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the “Costs”), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in this Agreement or arising out of the use of the Services by User.  
GOVERNING LAW
These Terms of Service shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with this Agreement or resulting from the Services or Corporation’s website shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).
SEVERABILITY, FORCE MAJEURE, ENTIRE AGREEMENT AND HEADINGS
If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
REPRESENTATIONS AND WARRANTIES
User represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that User is fully authorized to use the Services; and (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to this Agreement, including but not limited to privacy laws. User agrees to comply with all of PairUp’s policies and all laws, rules and regulations relating to the use of the Services. Any violation of this section may result in loss of features, up to and including termination of User’s account. User will indemnify PairUp for any costs, fines or damages incurred by PairUp due to User's failure to comply with this section.
LANGUAGE
The parties hereto have expressly required that this Agreement be drafted in English. Les parties aux présentes ont expressément exigé que la présente entente soit rédigée en anglais.
     
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