Last updated on August 1, 2022.
Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations.
BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE DATACO SERVICE. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND DATACO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 15 OF THESE TERMS).
These Terms constitute a legally binding agreement between you and the applicable PlaceHolder entity in Schedule A (“DataCo”) governing the use of the DataCo website, including any subdomains thereof, and any other websites through which DataCo makes its services available, mobile, tablet and other smart device applications, and application interfaces and all associated services (the “DataCo Platform”) and the platform operated by DataCo that enables Landlords to publish Listings (as such terms are defined below) and to communicate and transact directly with Tenants (as defined below) that are seeking to submit an Offer (as defined below) on a Listing and to enter into a Rental Agreement over a Premises (as such terms are defined below) (“DataCo Service”).
The collection and use of personal information in connection with your access to and use of the DataCo Service is described in the DataCo Privacy Policy (“Privacy Policy”). The License Terms found on the DataCo website (together with the Privacy Policy, the “DataCo Policies”) are applicable to your use of the DataCo Platform and are incorporated by reference into this Agreement.
Please contact DataCo with any questions at info@placeholder.com.
1. Scope of DataCo Service
1.1 The DataCo Service is an online platform that enables registered users (“Members”) to publish listings for spaces (“Listings”, and Members who publish Listings are “Landlords”) on the DataCo Platform and to communicate and transact directly with Members that are seeking to lease the area described in such Listings (“Tenants”). Tenants may use the DataCo Service to submit offers (“Offers”) to a Landlord to rent the area described in a Listing (a “Premises”) and Landlords may accept such Offers.
1.2 As the provider of the DataCo Service, DataCo does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings. The Landlord alone is responsible for its Listings. When a Landlord accepts an Offer through the DataCo Service, the Tenant and the Landlord are each agreeing to enter into a separate written agreement (a “Rental Agreement”) directly with each other, to which DataCo is not a party. DataCo is not and does not become a party to or other participant in any contractual relationship between Members.
1.3 DataCo has no control over and does not guarantee, represent or warrant any of: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. DataCo does not endorse any Member or Listing. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a verification or identification process with DataCo and nothing else. Any such description is not an endorsement, certification or guarantee by DataCo about any Member, including the Member’s identity or background or whether the Member is trustworthy, safe or suitable. Tenants should always exercise due diligence and care when deciding whether to enter into a Rental Agreement with a Landlord through the DataCo Service, or communicate and interact with other Members, whether online or in person. Images in a Listing are intended only to indicate a photographic representation of a Premises at the time the photograph was taken and do not represent an endorsement by DataCo respecting any Landlord or Listing.
1.4 A Tenant’s relationship with DataCo is limited to being an independent, third‑party contractor, and not an employee, agent, joint venturer or partner of DataCo for any reason, and a Tenant acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of DataCo. DataCo does not, and shall not be deemed to, direct or control a Tenant generally or in its performance under this Agreement.
1.5 In accordance with our Privacy Policy, to promote the DataCo Platform and increase the exposure of Listings to Tenants, Listings and other any text, photos, audio, video or other materials and information created by a Member (“Member Content”) may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 In order to use the DataCo Service, Members must have a computer with Internet access that can access the DataCo Platform or a compatible mobile device enabled with any mobile application DataCo may provide.
2. Authority, Using the DataCo Service, Member Verification
2.1 The Tenant represents and warrants that: (i) it is entering into this Agreement on behalf of a corporation and not as an individual; (ii) it has all requisite power, authority, capacity, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (iii) this Agreement constitutes legal, valid, and binding obligations, enforceable against it in accordance with its terms; (iv) the execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which the Member is a party or by which its properties may be bound or affected; (v) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against the Member that would affect the validity or enforceability of this Agreement.
2.2 DataCo may make access to and use of the DataCo Service, or certain features of the DataCo Service, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, the Tenant’s cancellation history or the Tenant’s history of making Offers.
2.3 DataCo does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws and in accordance with our Privacy Policy, DataCo may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of a Member, including but not limited to articles of incorporation and proof of signatory; or (ii) screen a Member against third party databases or other sources and request reports from service providers, including but not limited to credit agencies.
2.4 The Tenant represents and warrants to DataCo that, in respect of any personal information that Tenant provides to DataCo in connection with this Agreement, the Tenant will obtain all consents and will have provided all notices to all relevant individuals as required under applicable privacy laws.
2.5 The use of the DataCo Service may be subject to separate policies, standards or guidelines, or may require that the Tenant accepts additional terms and conditions. If there is a conflict between this Agreement and terms and conditions applicable to a specific feature of the DataCo Service, the latter terms and conditions will, unless specified otherwise, have priority with respect to the Tenant’s use of that feature.
3. Modification of DataCo Service; Modification of these Terms
3.1 DataCo may change the DataCo Service at any time. DataCo may alter, suspend or discontinue the DataCo Service in whole or in part, at any time and for any reason, without notice. The DataCo Service may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
3.2 DataCo reserves the right to modify these Terms at any time in accordance with this provision. If DataCo makes changes to these Terms that DataCo, in its sole discretion, considers material, the revised Terms will be emailed to the Tenant. DataCo will also provide Tenants with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Tenant disagrees with the revised Terms, it may terminate this Agreement with immediate effect. DataCo will inform the Tenants about their right to terminate the Agreement in the notification email. If a Tenant does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the DataCo Service will constitute acceptance of the revised Terms.
4. Account Registration; Electronic Communications
4.1 Tenants must register an account (“DataCo Account”) to access and use certain features of the DataCo Service, such as making an Offer or entering into a Rental Agreement.
4.2 A Tenant can register a DataCo Account by completing the DataCo Account registration form found on the DataCo website or otherwise provided by DataCo. The Tenant must provide accurate, current and complete information during the registration process and keep its DataCo Account information up‑to‑date at all times by immediately notifying DataCo of any changes.
4.3 The Tenant may not register more than one (1) DataCo Account unless DataCo authorizes it to do so. The Tenant may not assign or otherwise transfer its DataCo Account to any other party.
4.4 Any username, password, or any other piece of information chosen by the Tenant, or provided by the Tenant as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Tenant must not disclose it to any other person or entity. The Tenant is responsible for protecting its Login Credentials from unauthorized use, and the Tenant is responsible for all activity that occurs on its DataCo Account (including, without limitation, financial obligations). The Tenant shall notify DataCo immediately if its believe that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. DataCo is not responsible for losses or damage caused by a Tenant’s failure to safeguard its Login Credentials.
4.5 You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the DataCo Service; (ii) that any communications from DataCo may also include marketing materials from DataCo or from third parties; and (iii) that any notices, agreements, disclosures or other communications that DataCo sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting DataCo at info@placeholder.com. or selecting to unsubscribe as may be provided in the applicable correspondence
5. Listings and Content
5.1 The Landlord is solely responsible for setting the rent (including any taxes if applicable) in respect of its Listing.
5.2 When a Landlord accepts an Offer, the Tenant and Landlord acknowledge that they are entering into an agreement with one another, to which DataCo is not a party. The Tenant agrees that upon acceptance of an Offer by a Rental Agreement, the Tenant will enter into a Rental Agreement with the Landlord to govern the Members’ obligations with respect to the Rental Agreement.
5.3 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the DataCo Platform, you hereby grant to DataCo a non‑exclusive, worldwide, royalty‑free, irrevocable, perpetual, sub‑licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the DataCo Platform, in any media or platform. Without limiting any other provision hereunder, insofar as Member Content (including verified images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, DataCo does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.4 You are solely responsible for all Member Content that you make available on or through the DataCo Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the DataCo Platform or you have all rights, licenses, consents and releases that are necessary to grant to DataCo the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or DataCo’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.5 DataCo may, without prior notice, remove or disable access to any Member Content that DataCo finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to DataCo, Members, third parties, or property.
5.6 Notwithstanding anything else in the Agreement or otherwise, DataCo may monitor your use of the DataCo Service and the DataCo Platform and use data and information related to Member Content and your use of the DataCo Service in an aggregate or de-identified manner, including without limitation to compile statistical and performance information related to the provision and operation of the DataCo Service and the DataCo Platform and to test or improve operation of the DataCo Service and DataCo Platform. You agree that DataCo may make such data and information publicly available, and use such information for any purpose, including without limitation as required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, improvements to the DataCo Services or DataCo Platform and marketing, provided that such data and information does not identify you or your confidential information. DataCo retains all intellectual property rights in such data and information.
5.7 We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
5.8 Nothing contained on the DataCo Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the DataCo Service, the DataCo Platform or any Member Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed thereon.
5.9 If you believe that any materials the DataCo Service infringe your copyright, you may request that such materials be removed by emailing info@placeholder.com. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on the DataCo Platform; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. To protect the rights of copyright owners, we reserve the right to suspend your DataCo Account and/or other any user privileges, delete or disable content alleged to be infringing and/or terminate the DataCo Account and/or other user privileges of a repeat infringer.
6. Ratings and Reviews
6.1 Within a certain timeframe after entering into a Rental Agreement, Tenants and Landlords may be able to leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of DataCo. Ratings and Reviews are not verified by DataCo for accuracy and may be incorrect or misleading.
6.2 Ratings and Reviews by Tenants and Landlords must be accurate and may not contain any offensive or defamatory language.
6.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
6.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the DataCo Platform together with other relevant information such as number of Rental Agreements and average response time and other information.
7. Rental Agreements
7.1 Subject to meeting any additional requirements (such as completing any verification processes) set by DataCo or the Landlord, a Tenant can submit an Offer to a Landlord.
7.2 All applicable fees, including the rent, the fee charged to a Tenant to prepare the Premises for the Rental Agreement (“Setup Fee”), the cash deposit held by the Landlord and/or a third party for the duration of the Rental Agreement (“Security Deposit”), any other fees ("Extra Fees"), and any applicable taxes will be presented to the Tenant prior to the Tenant making an Offer.
7.3 Upon the date that an Offer is accepted by the Landlord, a legally binding agreement is formed between the Tenant and the Landlord, subject to the Rental Agreement entered into between the Tenant and the Landlord, and to any additional terms and conditions of the Landlord that apply, including any rules and restrictions specified in the Listing.
7.4 The Rental Agreement entered into between the Tenant and the Landlord must require (i) the Tenant to comply with these Terms and (ii) the Tenant and the Landlord to use Placeholder Payments Canada Inc. in Canada or Placeholder Payments Inc. in the United States, as applicable, to process all payments under the Rental Agreement.
7.5 A Landlord and a Tenant who have entered into a Rental Agreement are responsible for any modifications made to the Rental Agreement.
7.6 In certain circumstances, DataCo may decide, in its sole discretion, that it is necessary to cancel an Offer.
8. Insurance and Indemnities
8.1 The Landlord is responsible for obtaining appropriate insurance for its Premises and it is the Landlord’s sole liability to determine the sufficiency of its insurance, including whether or not its insurance policy will cover the actions or inactions of the Tenant or its employees, agents, guests, invitees, contractors or subcontractors (“Users”) while using the Premises.
8.2 The Tenant is solely responsible for arranging insurance for its personal property against any and all risks and for its liability to and for its Users and it is the Tenant’s sole liability to determine the sufficiency of its insurance. The Tenant has the risk of damage, loss, theft or misappropriation with respect to any of its personal property and liability to and for its Users.
8.3 The Tenant agrees to waive any right of recovery against DataCo and its directors, officers, and employees for any damage, loss, theft or misappropriation of the property under the Tenant’s control and any and all liability to and for its Users, including for injuries to the Tenant or its Users in or about the Premises. The Tenant agrees to indemnify and hold harmless DataCo from and against any and all claims arising from the Tenant’s use of the Premises or from the Landlord’s or Tenant’s failure to keep the Premises in good condition and repair. All property in the Premises is understood to be under the Landlord’s control.
9. Prohibited Activities
9.1 The Tenant is solely responsible for compliance with any and all applicable laws, rules, and regulations that may apply to the Tenant’s use of the DataCo Service. In connection with the Tenant’s use of the DataCo Service, the Tenant will not and will not assist or enable others to:
(i) violate or infringe anyone else’s rights or otherwise cause harm to anyone, including breaching or circumventing any applicable laws or regulations, agreements with third‑parties, third‑party rights, DataCo’s Terms of Service or the DataCo Policies;
(ii) use the DataCo Service for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies DataCo endorsement, partnership or otherwise misleads others as to the Tenant’s affiliation with DataCo;
(iii) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the DataCo Service in any way that is inconsistent with DataCo’s Privacy Policy or this Agreement or that otherwise violates the privacy rights of Members or third parties;
(iv) use the DataCo Service in connection with the distribution of unsolicited commercial messages;
(v) unless DataCo explicitly permits otherwise, submit an Offer if the Tenant will not actually be using the Premises;
(vi) contact another Member for any purpose other than asking a question related to a Listing, a Rental Agreement or the Member’s use of the DataCo Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third‑party services, applications or websites, without prior written approval from DataCo;
(vii) use the DataCo Service to enter into a Rental Agreement independent of the DataCo Service to circumvent any fees or for any other reason;
(viii) request, accept or make any payment for rent, Setup Fees, Security Deposits, or Extra Fees outside of the payment processor to which DataCo directs Members. If the Tenant does so, it acknowledges and agrees that it: (i) is in breach of this Agreement; (ii) accepts all risks and responsibilities for such payment, and (iii) holds DataCo harmless from any liability for such payment;
(ix) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other group that is protected by applicable law, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
(x) use, display, mirror or frame DataCo’s name, any DataCo trademark, logo or other proprietary information without DataCo’s express written consent;
(xi) dilute, tarnish or otherwise harm the DataCo brand in any way, including registering or using DataCo or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to DataCo domains, trademarks, taglines, or promotional campaigns;
(xii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by DataCo or any of DataCo’s providers or any other third party to protect the DataCo Service; or
(xiii) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the DataCo Service.
9.2 The Tenant acknowledges that DataCo has no obligation to monitor the access or use of the DataCo Service by any Member, but has the right to do so for (i) operating, securing and improving the DataCo Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensuring Members’ compliance with this Agreement; (iii) complying with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) any other purpose set forth in this Agreement. The Tenant agrees to cooperate with and assist DataCo in good faith, and to provide DataCo with such information and take such actions as may be reasonably requested by DataCo with respect to any investigation undertaken by DataCo or a representative of DataCo regarding the use or abuse of the DataCo Service.
9.3 If the Tenant believes that any other Member it interacts with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) the Tenant suspects of stealing from it, or (iii) engages in any other disturbing conduct, the Tenant shall immediately report such person to the appropriate authorities and then to DataCo and include the police station and report number, if available. The Tenant agrees that any report it makes will not obligate DataCo to take any action beyond that required by law, if any.
10. Term and Termination, Suspension and Other Measures
10.1 This Agreement will continue unless and until it is terminated in accordance with this Agreement.
10.2 The Tenant may terminate this Agreement at any time by sending DataCo an email at info@placeholder.com or by following the instructions on the DataCo Platform for closing its DataCo Account.
10.3 DataCo may terminate this Agreement at any time for any reason or no reason, by giving the Tenant thirty (30) days’ notice via email to the Tenant’s registered email address.
10.4 DataCo may immediately, upon notice to Tenant, terminate this Agreement or stop providing access to the DataCo Service if (i) the Tenant has materially breached its obligations under this Agreement or any of the DataCo Policies used by DataCo in conjunction with this Agreement, (ii) the Tenant has violated applicable laws, regulations or third party rights, or (iii) DataCo believes in good faith that such action is reasonably necessary to protect the personal safety or property of DataCo, its Members, or third parties (for example, in the case of fraudulent behaviour of a Member).
10.5 If the Tenant (i) fails to comply with any applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) breaches this Agreement, DataCo Policies, applicable laws, regulations, or third party rights, (iii) provides inaccurate, fraudulent, outdated or incomplete information during the DataCo Account registration, Listing process or thereafter, (iv) DataCo becomes aware of or has received complaints about the Tenant’s performance or conduct, (v) the Tenant has repeatedly revoked Offers without a valid reason, or (vi) DataCo believes in good faith that such action is reasonably necessary to protect the personal safety or property of DataCo, its Members, or third parties, or to prevent fraud or other illegal activity, DataCo may take any of the following measures:
(i) cancel any Offers;
(ii) limit the Tenant’s access to or use of the DataCo Service;
(iii) temporarily or, in case of severe or repeated offenses, permanently suspend the Tenant’s DataCo Account and stop providing access to the DataCo Service.
In case of non‑material breaches and where appropriate, the Tenant will be given notice of any intended measure by DataCo and an opportunity to resolve the issue to DataCo’s reasonable satisfaction.
10.6 If the Tenant’s access to or use of the DataCo Service has been limited, its DataCo Account has been suspended, or this Agreement has been terminated by DataCo, the Tenant may not register a new DataCo Account or access and use the DataCo Service through the DataCo Account of another Member.
11. Disclaimers
11.1 If the Tenant chooses to use the DataCo Service, it does so voluntarily and at its sole risk. THE DATACO SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE DATACO SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE DATACO SERVICE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.2 The Tenant agrees that it has had whatever opportunity it deems necessary to seek independent legal advice, to investigate the DataCo Service, laws, rules, or regulations that may be applicable to a Listing or a Rental Agreement and that it is not relying upon any statement whatsoever of law or fact made by DataCo relating to a Listing or a Rental Agreement.
11.3 If DataCo chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, DataCo disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
11.4 The Tenant agrees that Rental Agreements may carry inherent risk, and by entering into Rental Agreements, it voluntarily, freely and willfully assumes those risks, including risk of illness, bodily injury, disability, or death. The Tenant assumes full responsibility for the choices it makes before, during and after its entering into a Rental Agreement.
11.5 The foregoing disclaimers apply to the maximum extent permitted by law. The Tenant may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
12. Liability
12.1 The Tenant acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of its access to and use of the DataCo Service, its Offers via the DataCo Service, any Rental Agreement, or any other interaction it has with other Members whether in person or online remains with the Tenant. NEITHER DATACO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DATACO SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, (II) THE USE OF OR INABILITY TO USE THE DATACO SERVICE, (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM THE TENANT COMMUNICATES, INTERACTS OR MEETS WITH AS A RESULT OF ITS USE OF THE DATACO SERVICE, OR (IV) THE TENANT’S OFFERS OR RENTAL AGREEMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DATACO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT WILL DATACO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TENANT’S USE OF THE DATACO SERVICE INCLUDING, BUT NOT LIMITED TO, FROM THE MEMBER’S PUBLISHING OF ANY LISTINGS VIA THE DATACO SERVICE, FROM THE MEMBER’S OFFERS VIA THE DATACO SERVICE, OR FROM THE USE OF OR INABILITY TO USE THE DATACO SERVICE AND IN CONNECTION WITH ANY RENTAL AGREEMENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE GREATER OF AMOUNTS THE TENANT HAS PAID OR OWES FOR RENTAL AGREEMENTS VIA THE DATACO SERVICE AS A TENANT IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND CANADIAN DOLLARS ($1,000), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DATACO AND THE TENANT.
12.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Indemnification
13.1 The Tenant agrees to release, defend (at DataCo’s option), indemnify, and hold DataCo and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, legal fees on a solicitor and client basis, and accounting fees, arising out of or in any way connected with (i) the Tenant’s breach of this Agreement or DataCo Policies, (ii) the Tenant’s use of the DataCo Service, (iii) the Tenant’s interaction with any other Member or use of a Premises, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) a Rental Agreement, or (v) the Tenant’s breach of any laws, regulations or third party rights.
14. Extraordinary Events
14.1 DataCo will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond DataCo’s reasonable control, including without limitation any delays or loss of availability of a Premises or a Rental Agreement.
15. Dispute Resolution and Arbitration
15.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Tenants: (i) an informal negotiation directly with DataCo, and (ii) confidential arbitration before a single arbitrator. If you are located in Canada, the arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Ontario, Canada. If you are located in the United States, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the seat and location of the arbitration will be in the State of New Jersey. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by the Member and DataCo.
15.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Tenant and DataCo each agree to notify the other party of the dispute or controversy between a Tenant and DataCo, including any dispute or controversy arising out of or relating to this Agreement or the DataCo Service, any DataCo Policies, any interactions or transactions between a Tenant and DataCo, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Tenant or DataCo (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
15.3 Agreement to Arbitrate. The Tenant and DataCo mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Tenant and DataCo agree that the arbitrator will decide that issue.
15.4 Exceptions to Agreement to Arbitrate. The Tenant and DataCo each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Tenant or DataCo is located if such court has a small claims procedure and if such court is located in the United States.
15.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.6 Jury Trial Waiver. THE TENANT AND DATACO ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
15.7 No Class Actions or Representative Proceedings. The Tenant and DataCo acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Tenant and DataCo both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Tenant and DataCo agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.
16. General Provisions
16.1 This Agreement shall be governed by and construed in accordance with laws of (i) the province of Ontario (if in Canada), or (ii) the state of New Jersey (if in the United States), and the federal laws of Canada or the United States applicable therein.
16.2 The DataCo Service may contain links to third‑party websites or resources that may be used by the DataCo Service (“Third‑Party Services”) which may be subject to different terms and conditions and privacy practices, and the Tenant is responsible to review any such different terms and conditions and privacy practices. DataCo is not responsible or liable for the availability or accuracy of such Third‑Party Services, or the content, products, or services available from such Third‑Party Services. Links to such Third‑Party Services are not an endorsement by DataCo of such Third‑Party Services.
16.3 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between DataCo and the Tenant pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between DataCo and the Tenant in relation to the access to and use of the DataCo Service.
16.4 No joint venture, partnership, employment, or agency relationship exists between the Tenant and DataCo as a result of this Agreement or the Tenant’s use of the DataCo Service.
16.5 If this Agreement provides professional information or recommendations (for example, legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between the Tenant and DataCo.
16.6 This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.
16.7 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
16.8 DataCo’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by DataCo in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
16.9 The Tenant may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without DataCo’s prior written consent. DataCo may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Tenant’s right to terminate this Agreement at any time remains unaffected.
16.10 Any notices or other communications from Tenant to DataCo as required hereunder by DataCo must be sent by email to the DataCo General Email at info@placeholder.com. Any notices or other communications permitted or required hereunder by DataCo to Tenants, including those regarding modifications to this Agreement, will be in writing and given by DataCo in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. DataCo is not responsible for any automatic filtering the Tenant or its network provider may apply to email notifications DataCo sends to the email or physical address provided in the Tenant’s DataCo Account information.
16.11 Any notices or other communications between Members as permitted and required hereunder by DataCo must be sent by email to an email address provided by DataCo or by other method of communication as agreed to by the relevant Members.
16.12 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.
16.13 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
16.14 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.
16.15 The DataCo Service is intended for use solely in Canada or the United States of America. DataCo makes no claims that the DataCo Service are appropriate for use outside of such countries.
16.16 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Tenant is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.
SCHEDULE A
Last updated on August 1, 2022.
Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations.
BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE DATACO SERVICE. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND DATACO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 15 OF THESE TERMS).
These Terms constitute a legally binding agreement between you and the applicable PlaceHolder entity in Schedule A (“DataCo”) governing the use of the DataCo website, including any subdomains thereof, and any other websites through which DataCo makes its services available, mobile, tablet and other smart device applications, and application interfaces and all associated services (the “DataCo Platform”) and the platform operated by DataCo that enables Landlords to publish Listings (as such terms are defined below) and to communicate and transact directly with Tenants (as defined below) that are seeking to submit an Offer (as defined below) on a Listing and to enter into a Rental Agreement over a Premises (as such terms are defined below) (“DataCo Service”).
The collection and use of personal information in connection with your access to and use of the DataCo Service is described in the DataCo Privacy Policy (“Privacy Policy”). The License Terms found on the DataCo website (together with the Privacy Policy, the “DataCo Policies”) are applicable to your use of the DataCo Platform and are incorporated by reference into this Agreement.
Landlords alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to its Listings and Rental Agreements. Landlords alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any Rental Agreements they enter. Certain types of Rental Agreements may be prohibited altogether. Penalties may include fines or other enforcement. If Landlords have questions about how any restrictions or local laws may apply to its Listings and Rental Agreements on the DataCo Service, Landlords should always seek legal guidance. For certainty, DataCo will have no liability or responsibility whatsoever for any Landlord’s failure to comply with the obligations in this paragraph.
Please contact DataCo with any questions at info@placeholder.com.
1. Scope of DataCo Service
1.1 The DataCo Service is an online platform that enables registered users (“Members”) to publish listings for spaces (“Listings”, and Members who publish Listings are “Landlords”) on the DataCo Platform and to communicate and transact directly with Members that are seeking to lease the spaces described in such Listings (“Tenants”). Tenants may use the DataCo Service to submit offers (“Offers”) to a Landlord to rent the spaces described in a Listing (a “Premises”) and Landlords may accept such Offers.
1.2 As the provider of the DataCo Service, DataCo does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings. The Landlord alone is responsible for its Listings. When a Landlord accepts an Offer through the DataCo Service, the Tenant and the Landlord are each agreeing to enter into a separate written agreement (a “Rental Agreement”) directly with each other, to which DataCo is not a party. DataCo is not and does not become a party to or other participant in any contractual relationship between Members.
1.3 DataCo has no control over and does not guarantee, represent or warrant any of: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. DataCo does not endorse any Member or Listing. Any references to a Member being “verified” (or similar language) only indicate that the Member has completed a verification or identification process with DataCo and nothing else. Any such description is not an endorsement, certification or guarantee by DataCo about any Member, including the Member’s identity or background or whether the Member is trustworthy, safe or suitable. Tenants should always exercise due diligence and care when deciding whether to enter into a Rental Agreement with a Landlord through the DataCo Service, or communicate and interact with other Members, whether online or in person. Images in a Listing are intended only to indicate a photographic representation of a Premises at the time the photograph was taken and do not represent an endorsement by DataCo respecting any Landlord or Listing.
1.4 A Landlord’s relationship with DataCo is limited to being an independent, third‑party contractor, and not an employee, agent, joint venturer or partner of DataCo for any reason, and a Landlord acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of DataCo. DataCo does not, and shall not be deemed to, direct or control a Landlord generally or in its performance under this Agreement specifically, including in connection with a Landlord’s provision of Premises through Rental Agreements. A Landlord hereby acknowledges and agrees that it has complete discretion whether to list a Premises, enter into a Rental Agreement or otherwise engage in other business or employment activities.
1.5 In accordance with our Privacy Policy, to promote the DataCo Platform and increase the exposure of Listings to Tenants, Listings and other any text, photos, audio, video or other materials and information created by Member (“Member Content”) may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 In order to use the DataCo Service, Members must have a computer with Internet access that can access the DataCo Platform or a compatible mobile device enabled with any mobile application DataCo may provide.
2. Authority, Using the DataCo Service, Member Verification
2.1 The Landlord represents and warrants that: (i) it is entering into this Agreement on behalf of a corporation and not as an individual; (ii) it has all requisite power, authority, capacity, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (iii) this Agreement constitutes legal, valid, and binding obligations, enforceable against it in accordance with its terms; (iv) the execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which the Member is a party or by which its properties may be bound or affected; (v) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against the Member that would affect the validity or enforceability of this Agreement.
2.2 DataCo may make access to and use of the DataCo Service, or certain features of the DataCo Service, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, the Landlord’s cancellation history or the Landlord’s history of accepting Offers.
2.3 DataCo does not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws and in accordance with our Privacy Policy, DataCo may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of a Member, including but not limited to articles of incorporation and proof of signatory; or (ii) screen a Member against third party databases or other sources and request reports from service providers, including but not limited to credit agencies.
2.4 The Landlord agrees and acknowledges that as a condition of its access to and use of the DataCo Service, DataCo will engage a third party (a “Security Provider”) to provide security services (“Security Services”) in the sole discretion of DataCo. The purpose of the Security Services is to provide an in-person, physical security presence to increase the level of safety for Landlord and Tenant parties whenever such parties meet in person at the Premises in connection with a Listing or a Rental Agreement entered into via the DataCo Service (a “Meeting”).
2.5 The Landlord agrees, as a material part of the consideration to be rendered to DataCo under this Agreement, to indemnify and hold harmless DataCo, its directors, officers, and employees from and against any and all claims and cost or expenses arising out of or related to such claims, brought by a Security Provider or a Tenant (whether or not party to Rental Agreement with the Landlord) arising out of or related to a Meeting.
2.6 The Landlord represents and warrants to DataCo that, in respect of any personal information that Landlord provides to DataCo in connection with this Agreement, the Landlord will obtain all consents and will have provided all notices to all relevant individuals as required under applicable privacy laws.
2.7 The use of the DataCo Service may be subject to separate policies, standards or guidelines, or may require that the Landlord accepts additional terms and conditions. If there is a conflict between this Agreement and terms and conditions applicable to a specific feature of the DataCo Service, the latter terms and conditions will, unless specified otherwise, have priority with respect to the Landlord’s use of that feature.
3. Modification of DataCo Service; Modification of these Terms
3.1 DataCo may change the DataCo Service at any time. DataCo may alter, suspend or discontinue the DataCo Service in whole or in part, at any time and for any reason, without notice. The DataCo Service may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
3.2 DataCo reserves the right to modify these Terms at any time in accordance with this provision. If DataCo makes changes to these Terms that DataCo, in its sole discretion, considers material, the revised Terms will be emailed to the Landlord. DataCo will also provide Landlords with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Landlord disagrees with the revised Terms, it may terminate this Agreement with immediate effect. DataCo will inform Landlords about their right to terminate the Agreement in the notification email. If a Landlord does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the DataCo Service will constitute acceptance of the revised Terms.
4. Account Registration; Electronic Communications
4.1 Landlords must register an account (“DataCo Account”) to access and use certain features of the DataCo Service, such as publishing a Listing, accepting an Offer or entering into a Rental Agreement.
4.2 A Landlord can register a DataCo Account by completing the DataCo Account registration form found on the DataCo website or otherwise provided by DataCo. The Landlord must provide accurate, current and complete information during the registration process and keep its DataCo Account information up‑to‑date at all times by immediately notifying DataCo of any changes.
4.3 The Landlord may not register more than one (1) DataCo Account unless DataCo authorizes it to do so. The Landlord may not assign or otherwise transfer its DataCo Account to any other party.
4.4 Any username, password, or any other piece of information chosen by the Landlord, or provided by the Landlord as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Landlord must not disclose it to any other person or entity. The Landlord is responsible for protecting its Login Credentials from unauthorized use, and the Landlord is responsible for all activity that occurs on its DataCo Account (including, without limitation, financial obligations). The Landlord shall notify DataCo immediately if its believe that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. DataCo is not responsible for losses or damage caused by a Landlord’s failure to safeguard its Login Credentials.
4.5 You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the DataCo Service; (ii) that any communications from DataCo may also include marketing materials from DataCo or from third parties; and (iii) that any notices, agreements, disclosures or other communications that DataCo sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting DataCo at info@placeholder.com or selecting to unsubscribe as may be provided in the applicable correspondence.
5. Listings and Content
5.1 When creating a Listing through the DataCo Service, the Landlord must (i) provide complete and accurate information about the Premises (such as description, location, square footage, amenities, and calendar availability), (ii) disclose any deficiencies and restrictions, and (iii) provide any other pertinent information requested by DataCo. The Landlord is responsible for keeping its Listing information up‑to‑date at all times by immediately notifying DataCo of any changes.
5.2 The Landlord is solely responsible for setting the rent (including any taxes if applicable) for its Listing. Once a Tenant submits an Offer, the Landlord may not request that the Tenant pays a higher rent than the amount stated in the Listing at the time the Offer was made.
5.3 Any terms and conditions included in a Listing must not conflict with these Terms.
5.4 Images used in a Listing must accurately reflect the quality and condition of the Premises, any furnishings, equipment or other personal property located in, on or around the Premises that is owned by the Landlord, any shared conference rooms, office equipment, and kitchenettes or other designated shared space, the portions of a building designed for common use of tenants and others, and the building in which a Premises is located. DataCo reserves the right to require that Listings have a minimum number of images of a certain format, size and resolution.
5.5 When a Landlord accepts an Offer, the Tenant and Landlord acknowledge that they are entering into an agreement with one another, to which DataCo is not a party. The Landlord agrees that upon acceptance of an Offer by a Landlord, the Landlord will enter into a Rental Agreement with the Tenant to govern the Members’ obligations with respect to the Rental Agreement.
5.6 The Landlord represents and warrants that any Listings posted and the leasing of, or a Tenant’s use of, a Premises will (i) not breach any agreements the Landlord has entered into with any third parties, including but not limited to Agreements in relation to property management, leases, subleases, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), taxes, and other rules and regulations (including having all required permits, licenses and registrations). The Landlord acknowledges that DataCo has not provided any advice, legal or otherwise, as to whether Landlord is in compliance with subsection (i) above. The Landlord represents and warrants that any Premises it offers in a Listing hereunder is free of any known conditions or defects that would pose a hazard to or risk the safety of any Tenant or a Tenant’s or Landlord’s employees, agents, guests, invitees, contractors or subcontractors (“Users”). The Landlord is responsible for its own acts and omissions and is also responsible for the acts and omissions of its employees or any other individuals who are otherwise present at the Premises at the Landlord’s request or invitation, excluding the Tenant and its Users.
5.7 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the DataCo Platform, you hereby grant to DataCo a non‑exclusive, worldwide, royalty‑free, irrevocable, perpetual, sub‑licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the DataCo Platform, in any media or platform. Without limiting any other provision hereunder, insofar as Member Content (including verified images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, DataCo does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
5.8 You are responsible for ensuring that your Premises is accurately represented in the images you add to your Listing and you will stop using the images on or through the DataCo Platform if they no longer accurately represent your Premises, if you stop offering the Premises featured, or if your DataCo Account is terminated or suspended for any reason. You acknowledge and agree that DataCo shall have the right to use any uploaded images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you.
5.9 You are solely responsible for all Member Content that you make available on or through the DataCo Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the DataCo Platform or you have all rights, licenses, consents and releases that are necessary to grant to DataCo the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or DataCo’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.10 DataCo may, without prior notice, remove or disable access to any Member Content that DataCo finds to be in violation of applicable law, these Terms, or otherwise may be harmful or objectionable to DataCo, Members, third parties, or property.
5.11 Notwithstanding anything else in the Agreement or otherwise, DataCo may monitor your use of the DataCo Service and the DataCo Platform and use data and information related to Member Content and your use of the DataCo Service in an aggregate or de-identified manner, including without limitation to compile statistical and performance information related to the provision and operation of the DataCo Service and the DataCo Platform and to test or improve operation of the DataCo Service and DataCo Platform. You agree that DataCo may make such data and information publicly available, and use such information for any purpose, including without limitation as required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, improvements to the DataCo Services or DataCo Platform and marketing, provided that such data and information does not identify you or your confidential information. DataCo retains all intellectual property rights in such data and information.
5.12 We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
5.13 Nothing contained on the DataCo Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the DataCo Service, the DataCo Platform or any Member Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed thereon.
5.14 If you believe that any materials the DataCo Service infringe your copyright, you may request that such materials be removed by emailing info@placeholder.com. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on the DataCo Platform; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. To protect the rights of copyright owners, we reserve the right to suspend your DataCo Account and/or other any user privileges, delete or disable content alleged to be infringing and/or terminate the DataCo Account and/or other user privileges of a repeat infringer.
6. Ratings and Reviews
6.1 Within a certain timeframe after entering into a Rental Agreement, Tenants and Landlords may be able to leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of DataCo. Ratings and Reviews are not verified by DataCo for accuracy and may be incorrect or misleading.
6.2 Ratings and Reviews by Tenants and Landlords must be accurate and may not contain any offensive or defamatory language.
6.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
6.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the DataCo Platform together with other relevant information such as number of Rental Agreements and average response time and other information.
7. Rental Agreements
7.1 Subject to meeting any additional requirements (such as completing any verification processes) set by DataCo or the Landlord, a Tenant can submit an Offer to a Landlord.
7.2 All applicable fees, including the rent, the fee charged to a Tenant to prepare the Premises for the Rental Agreement (“Setup Fee”), the cash deposit held by the Landlord and/or a third party for the duration of the Rental Agreement (“Security Deposit”), any other fees (“Extra Fees”) and any applicable taxes will be presented to the Tenant prior to the Tenant making an Offer.
7.3 Upon the date that an Offer is accepted by the Landlord, a legally binding agreement is formed between the Tenant and the Landlord, subject to the Rental Agreement entered into between the Tenant and the Landlord, and to any additional terms and conditions of the Landlord that apply, including any rules and restrictions specified in the Listing.
7.4 The Rental Agreement entered into between the Tenant and the Landlord must require (i) the Tenant to comply with these Terms and (ii) the Tenant and the Landlord to use Placeholder Payments Canada Inc. in Canada or Placeholder Payments Inc. in the United States, as applicable, to process all payments under the Rental Agreement.
7.5 A Landlord and a Tenant who have entered into a Rental Agreement are responsible for any modifications made to the Rental Agreement.
7.6 In certain circumstances, DataCo may decide, in its sole discretion, that it is necessary to cancel an Offer.
8. Insurance and Indemnities
8.1 The Landlord is responsible for obtaining appropriate insurance for its Premises and it is the Landlord’s sole liability to determine the sufficiency of its insurance, including whether or not its insurance policy will cover the actions or inactions of the Tenants or its Users or Security Providers while using the Premises.
8.2 The Landlord agrees, as a material part of the consideration to be rendered to DataCo under this Agreement, to waive any right of recovery against DataCo, its directors, officers, and employees, for any damage, loss, theft or misappropriation of its property and any and all liability to and for the Landlord or its Users including for injuries to the Landlord or its Users. The Landlord agrees to indemnify and hold harmless DataCo from and against any and all claims arising from the Tenant’s use of the Premises or from the Landlord’s or Tenant’s failure to keep the Premises in good condition and repair.
8.3 The Tenant is solely responsible for arranging insurance for its personal property against any and all risks and for its liability to and for its Users and it is the Tenant’s sole liability to determine the sufficiency of its insurance. The Tenant has the risk of damage, loss, theft or misappropriation with respect to any of its personal property and liability to and for its Users.
9. Prohibited Activities
9.1 The Landlord is solely responsible for compliance with any and all applicable laws, rules, and regulations that may apply to the Member’s use of the DataCo Service. In connection with the Landlord’s use of the DataCo Service, the Landlord will not and will not assist or enable others to:
(i) violate or infringe anyone else’s rights or otherwise cause harm to anyone, including breaching or circumventing any applicable laws or regulations, agreements with third‑parties, third‑party rights, DataCo’s Terms of Service or the DataCo Policies;
(ii) use the DataCo Service for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies DataCo endorsement, partnership or otherwise misleads others as to the Landlord’s affiliation with DataCo;
(iii) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the DataCo Service in any way that is inconsistent with DataCo’s Privacy Policy or this Agreement or that otherwise violates the privacy rights of Members or third parties;
(iv) use the DataCo Service in connection with the distribution of unsolicited commercial messages;
(v) offer any Premises or Rental Agreement that the Landlord is unable to provide or does not have permission to make available through the DataCo Service;
(vi) unless DataCo explicitly permits otherwise, accept an Offer if the Tenant will not actually be using the Premises itself;
(vii) contact another Member for any purpose other than asking a question related to a Listing, a Rental Agreement or the Member’s use of the DataCo Service, including, but not limited to, recruiting or otherwise soliciting any Member to join third‑party services, applications or websites, without prior written approval from DataCo;
(viii) use the DataCo Service to enter into a Rental Agreement independent of the DataCo Service to circumvent any fees or for any other reason;
(ix) request, accept or make any payment for rent, Setup Fees, Security Deposits, or Extra Fees outside of the payment processor to which DataCo directs Members. If the Landlord does so, it acknowledges and agrees that it: (i) is in breach of this Agreement; (ii) accepts all risks and responsibilities for such payment, and (iii) holds DataCo harmless from any liability for such payment;
(x) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other group that is protected by applicable law, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;
(xi) use, display, mirror or frame DataCo’s name, any DataCo trademark, logo or other proprietary information without DataCo’s express written consent;
(xii) dilute, tarnish or otherwise harm the DataCo brand in any way, including registering or using DataCo or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to DataCo domains, trademarks, taglines, or promotional campaigns;
(xiii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by DataCo or any of DataCo’s providers or any other third party to protect the DataCo Service; or
(xiv) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the DataCo Service.
9.2 The Landlord acknowledges that DataCo has no obligation to monitor the access or use of the DataCo Service by any Member, but has the right to do so for (i) operating, securing and improving the DataCo Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensuring Members’ compliance with this Agreement; (iii) complying with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) any other purpose set forth in this Agreement. The Landlord agrees to cooperate with and assist DataCo in good faith, and to provide DataCo with such information and take such actions as may be reasonably requested by DataCo with respect to any investigation undertaken by DataCo or a representative of DataCo regarding the use or abuse of the DataCo Service.
9.3 If the Landlord believes that any other Member it interacts with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) the Landlord suspects of stealing from it, or (iii) engages in any other disturbing conduct, the Landlord shall immediately report such person to the appropriate authorities and then to DataCo and include the police station and report number, if available. The Landlord agrees that any report it makes will not obligate DataCo to take any action beyond that required by law, if any.
10. Term and Termination, Suspension and Other Measures
10.1 This Agreement will continue unless and until it is terminated in accordance with this Agreement.
10.2 The Landlord may terminate this Agreement at any time by sending DataCo an email at info@placeholder.com or by following the instructions on the DataCo Platform for closing its DataCo Account.
10.3 DataCo may terminate this Agreement at any time, for any reason or no reason, by giving the Landlord thirty (30) days’ notice via email to the Landlord’s registered email address.
10.4 DataCo may immediately, upon notice to Landlord, terminate this Agreement or stop providing access to the DataCo Service if (i) the Landlord has materially breached its obligations under this Agreement or any of the DataCo Policies used by DataCo in conjunction with this Agreement, (ii) the Landlord has violated applicable laws, regulations or third party rights, or (iii) DataCo believes in good faith that such action is reasonably necessary to protect the personal safety or property of DataCo, its Members, or third parties (for example, in the case of fraudulent behaviour of a Member).
10.5 If the Landlord (i) fails to comply with any applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, (ii) breaches this Agreement, DataCo Policies, applicable laws, regulations, or third party rights, (iii) provides inaccurate, fraudulent, outdated or incomplete information during the DataCo Account registration, Listing process or thereafter, (iv) the Landlord or its Listings or Premises at any time fail to meet any applicable quality or eligibility criteria, (v) DataCo becomes aware of or has received complaints about the Landlord’s performance or conduct, (vi) the Landlord has repeatedly cancelled Rental Agreements or failed to respond to Offers without a valid reason, or (vii) DataCo believes in good faith that such action is reasonably necessary to protect the personal safety or property of DataCo, its Members, or third parties, or to prevent fraud or other illegal activity, DataCo may take any of the following measures:
(i) suspend or remove Listings, Reviews, or Member Content;
(ii) cancel any Offers;
(iii) limit the Landlord’s access to or use of the DataCo Service;
(iv) temporarily or, in case of severe or repeated offenses, permanently suspend the Landlord’s DataCo Account and stop providing access to the DataCo Service.
In case of non‑material breaches and where appropriate, the Landlord will be given notice of any intended measure by DataCo and an opportunity to resolve the issue to DataCo’s reasonable satisfaction.
10.6 If the Landlord’s access to or use of the DataCo Service has been limited, its DataCo Account has been suspended, or this Agreement has been terminated by DataCo, the Landlord may not register a new DataCo Account or access and use the DataCo Service through the DataCo Account of another Member.
11. Disclaimers
11.1 If the Landlord chooses to use the DataCo Service, it does so voluntarily and at its sole risk. THE DATACO SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE DATACO SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE DATACO SERVICE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.2 If DataCo chooses to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, DataCo disclaims warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
11.3 The Landlord agrees that Rental Agreements may carry inherent risk, and by entering into Rental Agreements, it voluntarily, freely and willfully assumes those risks, including risk of illness, bodily injury, disability, or death. The Landlord assumes full responsibility for the choices it makes before, during and after its entering into a Rental Agreement.
11.4 The foregoing disclaimers apply to the maximum extent permitted by law. The Landlord may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
12. Liability
12.1 The Landlord acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of its access to and use of the DataCo Service, its publishing of any Listing via the DataCo Service, entering into any Rental Agreement, or any other interaction it has with other Members whether in person or online remains with the Landlord. NEITHER DATACO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DATACO SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, (II) THE USE OF OR INABILITY TO USE THE DATACO SERVICE, (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM THE MEMBER COMMUNICATES, INTERACTS OR MEETS WITH AS A RESULT OF ITS USE OF THE DATACO SERVICE, OR (IV) THE LANDLORD’S PUBLISHING OF A LISTING OR THE ENTERING INTO RENTAL AGREEMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DATACO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT WILL DATACO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE LANDLORD’S USE OF THE DATACO SERVICE INCLUDING, BUT NOT LIMITED TO, FROM THE LANDLORD’S PUBLISHING OF ANY LISTINGS VIA THE DATACO SERVICE, OR FROM THE USE OF OR INABILITY TO USE THE DATACO SERVICE AND IN CONNECTION WITH ANY RENTAL AGREEMENTS OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE GREATER OF THE AMOUNTS PAID BY DATACO TO THE LANDLORD IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND CANADIAN DOLLARS ($1,000), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DATACO AND THE LANDLORD.
12.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Indemnification
13.1 The Landlord agrees to release, defend (at DataCo’s option), indemnify, and hold DataCo and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, legal fees on a solicitor and client basis, and accounting fees, arising out of or in any way connected with (i) the Landlord’s breach of this Agreement or DataCo Policies, (ii) the Landlord’s use of the DataCo Service, (iii) the Landlord’s interaction with any other Member or use of a Premises, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) a Rental Agreement, or (v) the Landlord’s breach of any laws, regulations or third party rights.
14. Extraordinary Events
14.1 DataCo will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond DataCo’s reasonable control, including without limitation any delays or loss of availability of a Premises or Rental Agreement.
15. Dispute Resolution and Arbitration
15.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Landlords: (i) an informal negotiation directly with DataCo, and (ii) confidential arbitration before a single arbitrator. If you are located in Canada, the arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Ontario, Canada. If you are located in the United States, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the seat and location of the arbitration will be in the State of New Jersey. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by the Member and DataCo.
15.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, the Landlord and DataCo each agree to notify the other party of the dispute or controversy between a Landlord and DataCo, including any dispute or controversy arising out of or relating to this Agreement or the DataCo Service, any DataCo Policies, any interactions or transactions between a Landlord and DataCo, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Landlord or DataCo (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
15.3 Agreement to Arbitrate. The Landlord and DataCo mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Landlord and DataCo agree that the arbitrator will decide that issue.
15.4 Exceptions to Agreement to Arbitrate. The Landlord and DataCo each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Landlord or DataCo is located if such court has a small claims procedure and if such court is located in the United States.
15.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
15.6 Jury Trial Waiver. THE LANDLORD AND DATACO ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
15.7 No Class Actions or Representative Proceedings. The Landlord and DataCo acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Landlord and DataCo both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Landlord and DataCo agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.
16. General Provisions
16.1 This Agreement shall be governed by and construed in accordance with laws of (i) the province of Ontario (if in Canada), or (ii) the state of New Jersey (if in the United States), and the federal laws of Canada or the United States applicable therein.
16.2 The DataCo Service may contain links to third‑party websites or resources that may be used by the DataCo Service (“Third‑Party Services”) which may be subject to different terms and conditions and privacy practices, and the Landlord is responsible to review any such different terms and conditions and privacy practices. DataCo is not responsible or liable for the availability or accuracy of such Third‑Party Services, or the content, products, or services available from such Third‑Party Services. Links to such Third‑Party Services are not an endorsement by DataCo of such Third‑Party Services.
16.3 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between DataCo and the Landlord pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between DataCo and the Landlord in relation to the access to and use of the DataCo Service.
16.4 No joint venture, partnership, employment, or agency relationship exists between the Landlord and DataCo as a result of this Agreement or the Landlord’s use of the DataCo Service.
16.5 If this Agreement provides professional information or recommendations (for example, legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between the Landlord and DataCo.
16.6 This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties.
16.7 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
16.8 DataCo’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by DataCo in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
16.9 The Landlord may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without DataCo’s prior written consent. DataCo may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. The Landlord’s right to terminate this Agreement at any time remains unaffected.
16.10 Any notices or other communications from Landlord to DataCo as required hereunder by DataCo must be sent by email to the DataCo General Email at info@placeholder.com. Any notices or other communications permitted or required hereunder by DataCo to Landlord, including those regarding modifications to this Agreement, will be in writing and given by DataCo in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. DataCo is not responsible for any automatic filtering the Landlord or its network provider may apply to email notifications DataCo sends to the email or physical address provided in the Landlord’s DataCo Account information.
16.11 Any notices or other communications between Members as permitted and required hereunder by DataCo must be sent by email to an email address provided by DataCo or by other method of communication as agreed to by the relevant Members.
16.12 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.
16.13 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
16.14 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.
16.15 The DataCo Service is intended for use solely in Canada or the United States of America. DataCo makes no claims that the DataCo Service are appropriate for use outside of such countries.
16.16 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Landlord is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.
SCHEDULE A
Last updated on December 05, 2023.
Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations as a user of the Services (as defined below). These Terms constitute a legally binding agreement between you (“Customer”) and PlaceHolder Canada Inc. (“Company”) and governs the Services offered through or in connection with the website.
BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 7 OF THESE TERMS).
For the purpose of these Terms, “you” and “your” refers and apply to the business, company or other legal entity entering into these Terms.
The collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy.
1. Subscription to a PlaceHolder Service
1.1 This Agreement permits you to purchase subscriptions to online software-as-a-service products and other services from Company pursuant to any Company ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the date set forth in the applicable Order Form (the “Effective Date”) as well as any future purchases made by Customer that reference this Agreement. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”).
1.2 Subject to the terms of this Agreement and during the Subscription Term specified in an applicable Order Form, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this Agreement. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.
1.3 If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription“), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of seven (7) days or such other period granted by Company (the “Trial Period“). Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period. Company has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
1.4 Company may, at any time and in its sole discretion, add to, remove, change or discontinue the Service or any component or version of the Products (the “Service Changes”), which may require Customer to take certain actions including, but not limited to, installing certain patches, fixes or updates, upgrading to a new version of a Product and/or migrating to an alternative Service. Such Changes may be made for reasons including, but not limited to: (i) to comply with applicable law or regulation, (ii) for security reasons, (iii) due to changes imposed by a third party supplier, and/or (iv) due to the termination of our relationship with a third party supplier which is material for the provision of the Services.
2. Subscription Fees
2.1 Use of the Service is subscription based and is therefore conditioned on Customer's advanced payment of a monthly subscription fee. Customer is responsible for the timely payment of all such fees and any other taxes or assessments attributable to Customer in connection with the use of the Website. Customer hereby (i) agrees to provide Customer's complete and accurate registration and billing information (including any modifications thereto) to Company, (ii) agrees to pay all subscription fees for use of the Service, and (iii) if applicable, authorizes Company to charge Customers credit card on an automatic and recurring basis for all fees owed to Company for use of the Service.
2.2 The subscription fees are due monthly on the same date of each calendar month ("Billing Date"), as determined by Company in its sole discretion. Company may change the Billing Date without notice to Customer. Unless Company changes the Billing Date after Customer has subscribed, subscription fees to the Service will not be prorated and the registration or use of the Website at any time during a calendar month will constitute Customer's agreement to pay the full subscription amount for such month.
2.3 Customer may convert the trial subscription into a paid subscription at any time before the end of the Trial Period by clicking on the subscription link in User's account and submitting a completed subscription form to Company. If Customer does not convert the trial subscription into a paid subscription, then upon expiration of the Trial Period Customer's account will be deactivated; resulting in a complete and irretrievable loss of content from Customers account, for which Company will not have any liability whatsoever. Customer may sign-up for only one (1) Trial Period unless otherwise expressly agreed to in writing by Company and any violation of this policy may result in the immediate termination of Customer's account.
2.4 If Customer upgrades or downgrades its service level then such change in service and the new subscription fee amount will be effective on the next Billing Date. Customer understands that any downgrade in service will result in the loss of certain features and may result in a complete and irretrievable loss of content from User's account, for which Company will not have any liability whatsoever.
2.5 COMPANY RESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR USE OF THE WEBSITE, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.
3. License Grant
During the Term, Company grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use, and to permit its employees and all other users who access and use the Services on Customer’s behalf to access and use, the Services to which Customer has subscribed, on the terms set forth in this Agreement. Customer 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 Company are owned exclusively by Company or its licensors. All rights not granted to Customer in this Agreement are reserved by Company.
4. Restrictions and Responsibilities
4.1 Customer will not (a) use the Services in excess of the scope of use specified in an applicable Order Form, or (b) directly or indirectly: reverse engineer the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; (c) use the Services or any Software for timesharing or service bureau purposes; or (d) remove any proprietary notices or labels.
4.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services (including but not limited to content Customer uses in conjunction with the Services). Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.
4.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4.4 The Service is subject to the scope of use specified in the applicable Order Form. Customer agrees that it is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by Customer or otherwise used through its Account. Customer agrees not to use or permit the use of the Service: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (d) to introduce any Malware or other malicious activity in Customer’s use of the Service; (e) in violation of any export law or regulation; or (f) in any way that constitutes or encourages conduct that could constitute a criminal offense.
4.5 Company may at any time suspend any use of the Service and/or remove or disable any content as to which Company reasonably and in good faith believes is in violation of this Agreement. Company agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Service or any third party, in which case Company will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.
5. Term and Termination
5.1 Unless otherwise agreed to in writing, the “Initial Term” shall mean the duration identified in the Order Form, beginning on the date identified in the Order Form (the “Subscription Start Date”). If the Subscription Start Date is not explicitly nor implicitly identified in the Order Form, the Subscription Start Date shall be the date Customer executes, where applicable, the initial Order Form, unless otherwise agreed to in writing. Some software Products may be made available to Customer on a date prior to the Subscription Start Date identified in the Order Form. If Customer uses such software Products to process taxable business transactions before such identified Subscription Start Date, then the Subscription Start Date will thereby be amended to such earlier date.
5.2. Upon expiration of the Initial Term and unless otherwise stated in the Order Form or herein, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or Company by delivery of written notice to the other party at least ninety (90) days prior to the end of the Current Term, or such period of notice equal to the Current Term where the Current Term is less than ninety (90) days. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty (30) days. In the case of Services licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term. If Customer is located in the Province of Quebec, Customer expressly waives the application of Sections 2125 and 2129 of the Civil Code of Quebec.
6. Representations, Disclaimers, Indemnity
6.1 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Services; and (ii) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement.
6.2 IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
6.3 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS TAKEN BY THAT PERSON. NEITHER PAYMENTCO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR (III) FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, TRANSACT, OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAYMENTCO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE. IN NO EVENT WILL PAYMENTCO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR PROVIDER GOODS OR SERVICES PAID THROUGH THE PAYMENTCO WEBSITE AS A CUSTOMER IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PROVIDER, THE AMOUNTS PAID BY PAYMENTCO TO YOU IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND CANADIAN DOLLARS (CDN$1,000), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PAYMENTCO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. Dispute Resolution and Arbitration
7.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Customers: (i) an informal negotiation directly with Company, and (ii) confidential arbitration before a single arbitrator. If you are located in Canada, the arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Ontario, Canada. If you are located in the United States, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the seat and location of the arbitration will be in the State of New Jersey. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by the you and Company.
7.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Company each agree to notify the other party of the dispute or controversy between a Custoemr and Company, including any dispute or controversy arising out of or relating to this Agreement or the Services, any Company Policies, any interactions or transactions between a Customer and Company, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Customer or Company (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
7.3 Agreement to Arbitrate. Customer and Company mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Customer and Company agree that the arbitrator will decide that issue.
7.4 Exceptions to Agreement to Arbitrate. The Customer and Company each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Customer or Company is located if such court has a small claims procedure and if such court is located in the United States.
7.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
7.6 Jury Trial Waiver. THE CUSTOMER AND COMPANY ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
7.7 No Class Actions or Representative Proceedings. Customer and Company acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Customer and Company both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Customer and Company agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.
8. General Provisions
8.1 This Agreement shall be governed by and construed in accordance with laws of (i) the province of Ontario (if in Canada), or (ii) the state of New Jersey (if in the United States), and the federal laws of Canada or the United States applicable therein.
8.2 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitutes the entire agreement between Company and the Customer pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between Company and the Customer in relation to the access to and use of the Services.
8.3 No joint venture, partnership, employment, or agency relationship exists between the Customer and Company as a result of this Terms or the Customer’s use of the Services.
8.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
8.5 Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. Except as expressly set forth in these Terms the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
8.6 You may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without Company’s prior written consent. Company may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Customer’s right to terminate this Agreement at any time remains unaffected.
8.7 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third‑party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.
8.8 Any notices or other communications from Customer to Company as required hereunder by Company must be sent by email to the Company General Email. Any notices or other communications permitted or required hereunder by Company to Customer, including those regarding modifications to this Agreement, will be in writing and given by Company in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Company is not responsible for any automatic filtering the Customer or its network provider may apply to email notifications Company sends to the email or physical address provided in the Customer’s Company Account information.
8.9 Any notices or other communications between Customers as permitted and required hereunder by Company must be sent by email to an email address provided by Company or by other method of communication as agreed to by the relevant Customers.
8.10 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.
8.11 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.
8.12 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.
8.13 The Services are intended for use solely in Canada or the United States of America. Company makes no claims that the Services are appropriate for use outside of such countries.
8.14 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Customer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.
Last updated on March 31, 2024.
This Privacy Policy describes the ways in which PlaceHolder Technologies Canada Inc. and PlaceHolder Technologies Inc. (“DataCo”) and PlaceHolder Canada Inc. (“Placeholder”, “we”, “us”, or “our”) collects, uses, and discloses your personal information (“Personal Information”) through the DataCo Service and Subscription Service. “Personal Information” includes any information that can be used on its own or with other information to identify a single person or to identify an individual in context.
This Privacy Policy sets out how we handle Personal Information that we gather when you are using the DataCo Service and Subscription Service. It does not cover the practices of individuals, companies and entities we do not own, control or manage.
If you see an undefined term in this Privacy Policy (such as “DataCo Service”), it has the same definition as in our Terms of Service for Tenants or Terms of Service for Landlords or Terms of Service for Subscription Services, as applicable (“Terms”).
By using the DataCo Service or Subscription Service or submitting Personal Information through the DataCo Service or Subscription Service , you acknowledge that you have read about how we process your information as set out in this Privacy Policy, now and as amended, by us. Please do not use the DataCo Service or Subscription Service and do not submit any information through it if you have not read this Privacy Policy or do not agree with its terms.
DataCo and Placeholder only collects Personal Information when you voluntarily provide it to us directly or through our website. DataCo and Placeholder does not collect any “sensitive personal information” or Special Categories of Personal Information (such as details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric information) about you.
From time to time, we may collect, use, store and transfer different kinds of Personal Information about you which we have grouped together as follows:
We may use the Personal Information we collect for a number of purposes. Our basis for processing Personal Information depends on your jurisdiction. We have set out our basis for processing below. From time to time, we may also request your consent, in which case we will process on the basis of your consent.
We also may combine or aggregate any of the Personal Information we collect through the DataCo Service or Subscription Service for any of these purposes. We may send you emails, text messages, and push notifications to your mobile device, if you have them enabled, to verify your account and for informational and operational purposes, such as account management, providing instructions, alerts, reminders, customer service, system maintenance, and other DataCo Service or Susbscription Service-related purposes.
Where our use of Personal Information requires your consent, you can provide such consent:
We strive to provide you with choices regarding certain Personal Information uses, particularly around marketing and advertising.
We may use your identity, contact, technical, marketing and communications, aggregate and profile Personal Information to form a view on what we think you may want or need, or what may be of interest to you.
Where Canada’s Antispam Legislation (“CASL”) applies to our communications with you, we are committed to complying with CASL and, in particular, the provisions setting out the requirements for sending commercial electronic messages.
You will receive marketing communications from us if you have requested information from us and you have not opted out of receiving that marketing. We will get your express opt-in consent before we share Personal information with any third party for marketing purposes.
You can ask us to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time (see Contact Us section below). Where you opt out of receiving these marketing messages, we may continue to use Personal Information in order to provide you with the services you have requested from us.
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of the DataCo Service or Subscription Service may become inaccessible or not function properly.
We will only use Personal Information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us (see the Contact Us section below).
If we need to use Personal Information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process Personal Information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
We may disclose the Personal Information we collect from you through the DataCo Service or Subscription Service:
We may also share or sell aggregated information (information about our users that we combine together so that it no longer identifies or references an individual user) and other anonymized information for regulatory compliance, industry and market analysis, research, demographic profiling, marketing and advertising, and other business purposes.
Please note that DataCo and Placeholder has social media channels that utilize first and third-party vendor remarketing tracking cookies, including the Google Ads tracking cookie, Twillio Segment, Facebook, and LinkedIn remarketing cookies. This means we will show ads to you across the Internet, specifically on the Google Content Network (GCN), Facebook, and Linkedln. This data may also be shared with trusted third party vendors that utilize this data to create promotion campaigns for other related companies. As always, we respect your privacy and are not collecting any identifiable information through the use of Google’s or any other third party remarketing system. The first- and third-party vendors, including Google, whose services we use, will place cookies on web browsers in order to serve ads based on past visits to our website. This allows us to make major announcements and continue to market our services to those who have shown interest in our service. The DataCo Service also uses Google Analytics, Segment, Google Tag Manager, and Amplitude to help collect and analyze certain information for the purposes discussed above. You may opt out of the use of cookies by Google Analytics here.
You may opt out of the automated collection of information by third-party ad networks for the purpose of delivering advertisements tailored to your interests, by visiting the consumer opt-out page for the Self-Regulatory Principles for Online Behavioural Advertising at http://www.aboutads.info/choices/ and edit or opt-out your Google Display Network ads’ preferences at http://www.google.com/ads/preferences/. Please note that the DataCo Service currently does not respond to “Do Not Track” signals.
Please also note that the DataCo Service and Subscription Service allows you to publish information, including Personal Information, that is visible to the general public. For example, parts of your public profile (such as your name and your city) and Premises (and their addresses, descriptions, availability, photos, and additional information you provide) are publicly visible. Tenants and Landlords may write Reviews and rate each other. Reviews and Ratings are a part of your public profile and may also be surfaced elsewhere on the DataCo or Subscription Service.
Based on our legitimate interest to promote the DataCo Service or Subscription Service, we may display parts of the DataCo Service or Subscription Service on sites operated by DataCo’s business partners, using technologies such as widgets or APIs. If your Listings are displayed on a partner’s site, information from your public profile may also be displayed. Information you share publicly on the DataCo Service or Subscription Service may be indexed through third party search engines. In some cases, you may opt out of this feature in your Account settings. If you change your settings or your public facing content, these search engines may not update their databases. We do not control the practices of third party search engines, and they may use caches containing your outdated information.
Landlords may need to use third party security service providers approved by DataCo in connection with their use of the DataCo Service, in accordance with the Terms. Landlords may use features on the DataCo Service to share information about the Tenant (like names and telephone numbers) with such third party security service providers for the purposes of managing a Lease or providing other services. Landlords are responsible for third party service providers they use and ensuring those service providers process Tenant information securely and in compliance with applicable law including data privacy and data protection laws.
If you would prefer for us NOT to share your information as described above, simply inform us (see the Contact Us section below).
The DataCo Service may contain third party links. You acknowledge that we are not responsible for the collection and use of Personal Information by such third parties that are not under our control. We encourage you to review the privacy policies of each website you visit.
Except as otherwise permitted or required by applicable law or regulation, we retain Personal Information only for as long as is necessary to fulfil the purposes we collected it for, including satisfying any legal, accounting or reporting requirements.
In some circumstances, we may aggregate and de-identify Personal Information so that it may no longer be associated with you. We reserve the right to use such aggregated and de-identified data for any legitimate interest.
We, or a service provider acting on our behalf, may process, store, and transfer Personal Information in and to a foreign country with different privacy laws that may not be as comprehensive as the laws of the country you are based in. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to access Personal Information through the laws of the foreign country. Whenever we engage a service provider, we require that its privacy and security standards adhere to this policy and applicable privacy legislation. Please contact us if you want further information on the specific mechanism used by us when transferring your Personal information out of your home jurisdiction.
If you are located in the EEA, please note that we have implemented safeguards, which may include the EU/UK Standard Contractual Clauses, to ensure Personal Information is protected when transferred, in accordance with applicable data transfer restrictions.
The security of Personal Information is very important to us. We use administrative, technical, and physical measures to secure Personal Information against unauthorized access, use, disclosure, loss, destruction, or alteration. Some of the safeguards we use to protect your information are firewalls and data encryption, and information access controls. If you know or have reason to believe that your DataCo Account credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your DataCo Account, please contact us following the instructions in the Contact Us section below.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of the DataCo Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect Personal Information, we cannot guarantee the security of Personal Information transmitted to our website. Any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on our website.
If you no longer wish to receive marketing communications from us, or if you wish to inquire about or make corrections to the Personal Information we have collected about you, please submit a request to us at the contact information provided below.
You may also opt out of receiving marketing emails by using the unsubscribe information available in our promotional emails. Please note that you may not opt-out of receiving non-promotional messages regarding your account, such as technical notices, purchase confirmations, or DataCo Service-related emails.
If you are an EU data subject, the GDPR may apply to the Personal Information we collect from you. You may have some or all of the following rights under certain circumstances, depending on the privacy laws applicable to you:
Your rights to Personal Information may be limited in some circumstances by local legal requirements. Note however that if you exercise your rights, in some cases, we may not be able to provide to you some of the features and functionalities of the DataCo Service.
The DataCo Service is not directed to, nor do we knowingly collect Personal Information from, any one under the age of majority without parental/guardian consent. If you have reason to believe that we may have collected a minor’s Personal Information without parental/guardian consent, please contact us at the contact information listed below.
If we update this Privacy Policy, we will notify you by posting a new Privacy Policy on this page. If we make any revisions that materially change the ways in which we use or share the Personal Information previously collected from you through the DataCo Service, we will give you the opportunity to consent to such changes before applying them to that Personal Information to the extent required by law.
DataCo has a data protection officer and privacy officer who is responsible for matters relating to privacy and data protection and who can be contacted at the information below.
If you have any questions about this Privacy Policy or our use of Personal Information collected through the DataCo Service, please contact us at privacy@placeholder.com.
DataCo processes Personal Information both as a processor and as a controller, as defined under the GDPR. With respect to the Personal Information that DataCo processes on your behalf, you represent and warrant that you have established an appropriate legal basis or bases to allow DataCo to process such Personal Information. The following terms supplement this Privacy Policy with respect to our processing of European Economic Area (i.e., European Union Member States, Iceland, Lichtenstein and Norway), Swiss and the UK Personal Information. To the extent applicable, in the event of any conflict or inconsistency between the other parts of this Privacy Policy and the terms of this Section, this Section will govern and prevail with regards to the processing of EEA, Swiss and UK Personal Information.
Placeholder is a commercial real estate solutions platform offering a wide range of products to streamline the transaction process.
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