ShowSuite Terms of Service

1. Definitions

In these Terms:

“Account Holder” means the individual or organization that establishes or pays for a ShowSuite account.

“Authorized User” means an agent, broker, administrator, assistant, employee, contractor, team member, or other person authorized to access an Account Holder’s account.

“Customer” means the individual or organization that subscribes to, purchases, or otherwise obtains access to the Services.

“Customer Data” means information, records, content, and data submitted to, collected through, imported into, or generated through a Customer’s use of the Services. Customer Data may include listing information, photographs, visitor registrations, lead information, feedback, communications, form responses, and account records.

“Organization” means a brokerage, real estate team, corporation, partnership, or other business entity that holds or controls an account.

“Professional User” means an Account Holder or Authorized User using the Services for real estate, business, administrative, or professional purposes.

“User Content” means listings, photographs, logos, trademarks, descriptions, contact information, messages, templates, files, forms, questions, feedback, and other content submitted or made available by a User.

“Visitor” means an individual who accesses a property page, scans a QR code, completes an open-house registration form, requests information, submits feedback, or otherwise interacts with a Professional User through the Services.

“User” includes Professional Users and Visitors, except where the context indicates otherwise.

2. Eligibility and authority

Professional Users must be at least 18 years old and legally capable of entering into a binding agreement.

A Professional User represents and warrants that:

• all account information provided is accurate and current;
• the Professional User is authorized to conduct the activities performed through the Services;
• where the Professional User acts for a brokerage, team, client, seller, or other party, the Professional User has authority to act on that party’s behalf;
• the Professional User holds all licences, registrations, permissions, approvals, and insurance required for their activities; and
• the Professional User will comply with all applicable laws, professional standards, brokerage policies, board rules, MLS® rules, advertising requirements, and regulatory obligations.

ShowSuite does not independently verify or guarantee a Professional User’s identity, licence, brokerage affiliation, authority, qualifications, or professional standing.

The Services are designed primarily for commercial and professional use and are not intended for personal, family, or household use.

A Visitor who is under the age of majority in their jurisdiction may use the Services only with the involvement and permission of a parent or legal guardian. Professional Users must not knowingly use the Services to collect information from children without legally sufficient authorization.

3. ShowSuite’s role

ShowSuite provides software and technology tools only.

ShowSuite:

• is not a real estate brokerage;
• does not act as a real estate agent, broker, representative, appraiser, mortgage broker, lawyer, accountant, financial adviser, or other professional adviser;
• does not represent a buyer, seller, landlord, tenant, agent, brokerage, or other participant in a real estate transaction;
• is not a party to any listing agreement, representation agreement, offer, lease, showing, open house, appointment, referral, transaction, or other arrangement between Users;
• does not supervise or control a Professional User’s real estate activities;
• does not determine whether any communication, marketing activity, collection of personal information, or disclosure of information is lawful;
• does not independently verify listings, photographs, pricing, property details, visitor information, feedback, identities, consents, licences, or representations submitted through the Services; and
• does not guarantee leads, clients, sales, listings, appointments, responses, transactions, revenue, or any particular result.

The relationship between ShowSuite and a Professional User is that of an independent technology service provider and customer. Nothing in these Terms creates an agency, partnership, fiduciary, employment, franchise, joint venture, brokerage, or professional-adviser relationship.

4. Account registration and security

Professional Users must provide complete and accurate account information and keep that information current.

Each Authorized User must have an individual login. Users must not share passwords, authentication codes, or account credentials.

The Account Holder and, where applicable, the Organization are responsible for:

• all activity occurring through their account;
• maintaining the confidentiality and security of credentials;
• controlling access granted to Authorized Users;
• promptly removing access when an Authorized User leaves or is no longer authorized;
• notifying ShowSuite promptly of suspected unauthorized access, credential compromise, or security incidents; and
• ensuring that all Authorized Users comply with these Terms.

ShowSuite may rely on instructions submitted through an authenticated account. ShowSuite is not responsible for loss resulting from unauthorized account use where the Account Holder or an Authorized User failed to use reasonable security measures.

5. Individual, team, and brokerage accounts

Where an individual purchases and maintains an account independently, that individual controls the account and the Customer Data associated with it, subject to these Terms and applicable law.

Where an Organization purchases, sponsors, manages, or controls an account:

• the Organization controls the account and the Customer Data associated with the Organization;
• the Organization’s administrators may access, review, export, reassign, restrict, or delete Customer Data and Authorized User access;
• Customer Data created or collected by an Authorized User through the Organization’s account remains under the Organization’s control if that Authorized User leaves;
• the Organization may remove an Authorized User’s access without the Authorized User’s consent; and
• the Organization is responsible for its Authorized Users’ conduct.

If an individual account is transferred into or connected to an Organization’s account, the Professional User acknowledges that Organization administrators may gain control over associated Customer Data.

ShowSuite is not responsible for resolving ownership, employment, compensation, client, lead, or data disputes between agents, teams, brokerages, administrators, or other Users. ShowSuite may freeze access or preserve records while such a dispute is being addressed.

6. Licence to use the Services

Subject to these Terms and payment of applicable fees, ShowSuite grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the applicable trial or subscription period for the Customer’s internal professional activities.

This licence does not transfer ownership of the Services or any ShowSuite intellectual property.

A User must not:

• sell, sublicense, lease, rent, resell, distribute, or commercially provide the Services to another person except as expressly permitted by ShowSuite;
• copy, modify, translate, adapt, or create derivative works from the Services;
• reverse engineer, decompile, disassemble, or attempt to discover source code, non-public APIs, algorithms, security controls, or underlying components;
• remove copyright, trademark, proprietary, or attribution notices;
• access the Services to build, benchmark, train, or assist a competing product or service;
• use automated means to scrape, copy, harvest, or extract data from the Services except through authorized features;
• bypass security, access, technical, subscription, or usage restrictions; or
• allow unauthorized persons to use the Services.

7. Professional User responsibilities

Each Professional User and the applicable Organization are solely responsible for their use of the Services and for all activities performed through or in connection with their account.

This responsibility includes:

• conducting open houses, showings, follow-up, advertising, and real estate services;
• ensuring that listings, property information, prices, descriptions, photographs, dates, and representations are accurate and authorized;
• determining what visitor information may lawfully be collected;
• deciding which Visitors and leads may be contacted;
• determining whether information may be disclosed to sellers, clients, brokerages, team members, service providers, or other third parties;
• obtaining all required consents, permissions, and authorizations;
• safeguarding exported, downloaded, copied, printed, or transferred information;
• responding to Visitors, clients, sellers, regulators, brokerages, and other third parties;
• complying with privacy, anti-spam, consumer protection, real estate, advertising, intellectual-property, telemarketing, and professional rules;
• reviewing all automated, templated, imported, or artificially generated content before using or sending it; and
• maintaining records reasonably necessary to demonstrate compliance.

ShowSuite may provide templates, suggested language, default settings, consent wording, communication tools, and compliance-related features. These tools are provided for convenience only and are not legal advice, a compliance certification, or a guarantee that a User’s activities comply with applicable law.

8. Visitor registration and personal information

A Professional User determines when and how to create a registration form, what information to request, how to use that information, and whether to share it with other parties.

As between ShowSuite and the Professional User, the Professional User and applicable Organization are responsible for:

• identifying the purposes for collecting Visitor information;
• limiting collection to information reasonably required for lawful purposes;
• providing all notices and disclosures required by law;
• obtaining any consent or other legal authority required for collection, use, communication, export, retention, or disclosure;
• responding to access, correction, deletion, withdrawal, and privacy requests relating to the Professional User’s use of the information;
• ensuring that information is not used for unauthorized or unlawful purposes;
• protecting information after it is exported or otherwise removed from the Services; and
• determining whether information may be shared with a seller or seller representative.

ShowSuite does not determine whether disclosure of a Visitor’s identity or contact information to a seller is appropriate. Any such disclosure is made at the Professional User’s and Organization’s sole responsibility.

A Visitor is responsible for providing accurate information and must not submit another person’s information without authorization, impersonate another person, interfere with a registration, or misuse the Services.

9. Emails, text messages, calls, and other communications

The Services may allow Professional Users to create, schedule, automate, personalize, and send emails, text messages, reminders, property information, registration confirmations, feedback requests, similar-property recommendations, marketing messages, and other communications.

Communications may be transmitted through ShowSuite or third-party infrastructure on behalf of a Professional User. As between ShowSuite and the Professional User, the Professional User and applicable Organization are responsible for the content, recipients, timing, purpose, and legality of those communications.

The Professional User and applicable Organization are solely responsible for:

• determining whether express consent, implied consent, an inquiry, an existing business relationship, or another lawful basis authorizes each communication;
• determining the scope and expiry of any consent or legal basis relied upon;
• maintaining evidence of registrations, inquiries, relationships, consent, and consent dates;
• identifying the agent, brokerage, and any other person required to be identified as a sender;
• providing accurate sender and contact information;
• including and maintaining a legally compliant unsubscribe mechanism;
• processing unsubscribe, opt-out, stop, and withdrawal requests within the legally required period;
• ensuring that individuals who have opted out are not contacted again unless legally permitted;
• maintaining and applying suppression and do-not-contact records, including after data is exported;
• complying with Canada’s Anti-Spam Legislation, telemarketing rules, privacy laws, and any laws applying in the recipient’s location;
• reviewing automated messages and templates before activating them; and
• ensuring that imported contact lists were lawfully collected and may lawfully be used.

A Visitor’s registration, submission of contact information, or inquiry does not constitute a representation or guarantee by ShowSuite that the Professional User has express or implied consent to send any particular communication.

The availability of a messaging feature, automation, template, default consent notice, unsubscribe tool, or contact record does not mean that a message is lawful.

ShowSuite may include the Professional User’s or brokerage’s name, contact details, branding, and “Powered by ShowSuite” or similar wording in communications.

ShowSuite may monitor delivery activity, retain transmission and consent-related logs, restrict recipients, block content, enforce suppression records, suspend messaging, or take other reasonable measures to prevent abuse, protect recipients, manage service providers, or reduce legal and reputational risk.

ShowSuite does not guarantee message delivery, receipt, opening, response, accuracy of contact information, or compatibility with a recipient’s device, carrier, email provider, spam filter, or communication preferences.

Where ShowSuite sends communications for its own independent business purposes rather than on behalf of a Professional User, ShowSuite remains responsible for its own compliance with applicable law.

10. User Content and listing information

Professional Users may submit, import, upload, publish, display, or transmit User Content through the Services.

A Professional User represents and warrants that:

• the Professional User owns the User Content or has all permissions required to use it;
• the User Content does not infringe copyright, trademark, privacy, publicity, confidentiality, contractual, database, MLS®, or other rights;
• the Professional User has authority to use listing information and photographs for the applicable property;
• the User Content is accurate, lawful, not misleading, and not defamatory;
• publication or communication of the User Content complies with brokerage, board, MLS®, advertising, and professional requirements; and
• any required attribution, consent, licence, or disclosure has been obtained.

The Professional User grants ShowSuite a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, format, transmit, display, process, and otherwise use User Content only as reasonably required to operate, support, secure, and improve the Services and carry out the Professional User’s instructions.

This licence continues for as long as the User Content remains within the Services or backups, subject to the retention provisions of these Terms.

ShowSuite may remove, restrict, or disable User Content that it reasonably believes is unlawful, unauthorized, infringing, misleading, harmful, or inconsistent with these Terms.

11. Customer Data and data control

As between ShowSuite and the Customer, the Customer retains its rights in Customer Data, subject to the rights of Visitors and other individuals under applicable law.

The Customer authorizes ShowSuite and its service providers to collect, host, store, copy, transmit, organize, analyze, display, and otherwise process Customer Data as reasonably required to:

• provide and support the Services;
• carry out User instructions;
• operate messaging, registration, reporting, export, integration, and account features;
• prevent fraud, abuse, and security incidents;
• troubleshoot and improve reliability;
• comply with legal obligations; and
• enforce these Terms.

The Customer is responsible for maintaining its own copies of information it wishes to preserve. The Services are not intended to be the Customer’s sole archival, backup, record-retention, transaction-management, or regulatory-compliance system.

12. Aggregated and de-identified information

ShowSuite may create and use statistical, aggregated, or de-identified information that does not reasonably identify a Visitor, Professional User, Customer, or Organization.

ShowSuite may use that information to:

• operate and improve the Services;
• analyze platform performance and usage;
• develop new features and products;
• understand open-house and real estate workflow trends;
• conduct research and prepare reports; and
• support security, fraud prevention, and business planning.

ShowSuite will not attempt to re-identify information that has been properly de-identified, except where reasonably necessary to test privacy or security controls or as permitted by law.

13. Privacy

Use of the Services is also governed by the ShowSuite Privacy Policy.

Each Professional User and Organization is independently responsible for its own collection, use, retention, protection, communication, export, and disclosure of personal information.

ShowSuite may process Customer Data as a technology and service provider on behalf of Professional Users. ShowSuite may also process certain information for its own legitimate operational purposes, including account management, billing, security, analytics, legal compliance, and service improvement, as described in the Privacy Policy.

Professional Users must promptly inform ShowSuite of privacy complaints, regulatory inquiries, unauthorized disclosures, or security incidents that may affect information processed through the Services.

ShowSuite may cooperate with individuals, regulators, service providers, or authorities where reasonably necessary to address a privacy request, security incident, legal obligation, or suspected misuse.

14. Artificial intelligence and automated features

The Services may include artificial intelligence, machine learning, automation, recommendations, summaries, message drafting, description generation, classification, or other automated features.

AI-generated or automated output may be inaccurate, incomplete, outdated, misleading, inappropriate, or unsuitable for a particular purpose.

Professional Users are solely responsible for:

• reviewing and verifying all output before using, publishing, or sending it;
• making professional and legal judgments independently;
• ensuring that output complies with laws, professional standards, brokerage policies, and advertising rules;
• avoiding the submission of unnecessary sensitive information; and
• obtaining any authorization required to process information through an AI feature.

ShowSuite does not guarantee the accuracy, originality, legality, fairness, or suitability of AI-generated output.

ShowSuite may use third-party AI service providers to process content when a User requests an AI feature. ShowSuite will not use identifiable Visitor information to train general-purpose AI models unless the applicable Privacy Policy is updated and any notice or consent required by law is provided.

15. Third-party services and integrations

The Services may connect with or depend on third-party services, including payment processors, email and SMS providers, hosting providers, analytics services, mapping tools, MLS® or listing-data providers, CRM systems, authentication providers, and artificial-intelligence providers.

A User’s use of a third-party service may be governed by that provider’s terms and privacy policy.

ShowSuite does not control and is not responsible for:

• third-party availability, outages, delays, security, or performance;
• changes to third-party APIs, pricing, terms, or features;
• the accuracy or legality of third-party data;
• third-party suspension or termination of access;
• external websites, services, or content; or
• loss caused by a User’s third-party account, configuration, or instructions.

ShowSuite may modify, suspend, or discontinue an integration if the relevant third-party service changes, becomes unavailable, creates legal or security risk, or is no longer commercially reasonable.

16. Acceptable use and fair use

Users must use the Services lawfully, responsibly, and in accordance with these Terms.

Users must not:

• send spam, unlawful marketing, fraudulent messages, threats, harassment, or abusive content;
• upload or use contact information obtained unlawfully;
• send messages to individuals who have opted out;
• use the Services to discriminate unlawfully or facilitate prohibited conduct;
• impersonate another person or misrepresent an affiliation;
• upload malware, malicious code, or harmful material;
• probe, scan, test, interfere with, or circumvent the security or integrity of the Services;
• access another User’s account or data without authorization;
• use bots, scripts, or automation in a manner not expressly authorized;
• overload, disrupt, degrade, or impose unreasonable demands on the Services;
• harvest, scrape, or sell Visitor or User information;
• use the Services for surveillance, fraud, phishing, identity theft, or unlawful data brokerage;
• transmit content that infringes another person’s rights;
• conceal or falsify message origins, sender identities, or consent records; or
• assist another person in doing any prohibited act.

Plans may not have ordinary published limits on open houses, listings, visitors, communications, exports, or storage. However, descriptions such as “unlimited” refer to reasonable, normal professional use and do not permit abusive, automated, unusually excessive, unlawful, technically harmful, or commercially unreasonable activity.

ShowSuite may restrict, throttle, suspend, or require changes to excessive or abusive use. ShowSuite may also introduce separate charges, credits, or reasonable usage limits for email, SMS, storage, artificial intelligence, integrations, or other services involving significant third-party costs, after providing applicable notice.

17. Subscriptions and fees

ShowSuite may offer monthly subscriptions, annual subscriptions, free trials, promotional plans, and other paid or unpaid access options.

Subscription prices, included features, billing intervals, and applicable currency will be displayed during checkout or in an order form.

Unless another currency is clearly displayed, fees are charged in Canadian dollars.

The Customer must provide a valid payment method and authorizes ShowSuite and its payment processor to charge:

• subscription fees;
• renewal fees;
• applicable taxes;
• approved usage-based or additional-service charges; and
• other amounts disclosed and accepted during checkout.

Fees are billed in advance unless otherwise stated.

18. Seven-day free trial

A seven-day free trial may require a valid credit or debit card.

Unless the trial is cancelled before it expires, the selected monthly or annual paid subscription will begin automatically at the end of the trial, and the payment method will be charged the then-disclosed subscription price plus applicable taxes.

The Customer is responsible for cancelling before the trial expires to avoid being charged.

ShowSuite may, but is not required to, send a trial-expiry reminder. Failure to receive a reminder does not extend the trial, prevent conversion to a paid plan, or entitle the Customer to a refund.

Unless ShowSuite agrees otherwise, a free trial is limited to one trial per person, business, Organization, and payment method. ShowSuite may cancel duplicate, misleading, fraudulent, or abusive trial registrations.

ShowSuite may modify, restrict, or discontinue free trials prospectively.

19. Automatic renewal

Monthly subscriptions renew automatically each month. Annual subscriptions renew automatically each year.

By purchasing a subscription, the Customer authorizes recurring charges to the payment method on file until the subscription is cancelled.

The renewal price will be the then-current price disclosed to the Customer, subject to any valid promotion or written agreement.

20. Cancellation

A Customer may cancel a subscription at any time through the available account settings or by contacting ShowSuite support.

Unless otherwise stated:

• cancellation prevents the next automatic renewal;
• cancellation does not immediately terminate access;
• the Customer may continue using the paid Services until the end of the current paid billing period;
• no further subscription charge will be made after the effective cancellation date, except for charges already incurred; and
• access ends when the current paid period expires.

The Customer must export any Customer Data it wishes to keep before access ends.

Cancellation of a subscription is different from permanent deletion of an account.

21. Permanent account deletion

A User may permanently delete an account using the available account-deletion feature.

By selecting permanent deletion, the User requests and authorizes ShowSuite to:

• terminate account access immediately;
• cancel future subscription renewal;
• begin the deletion or anonymization process;
• remove access to Customer Data; and
• discontinue associated features and integrations.

Permanent deletion may be irreversible. The User is responsible for exporting any required data before confirming deletion.

Permanent deletion does not entitle the User to a refund or credit for unused trial time, paid subscription time, prepaid annual fees, or other charges.

ShowSuite may retain information where reasonably required for legal compliance, fraud prevention, financial records, dispute resolution, security, enforcement, backups, or other lawful purposes.

22. Refunds and credits

Except where required by applicable law, all fees are non-refundable.

ShowSuite does not provide automatic refunds or credits for:

• partially used billing periods;
• unused subscription time;
• unused features;
• unused accounts or seats;
• failure to use the Services;
• failure to cancel before a trial conversion or renewal;
• plan downgrades;
• messaging, integration, or third-party-service interruptions;
• account suspension or termination resulting from a breach; or
• permanent account deletion requested by the User.

ShowSuite may issue a full or partial refund, service credit, or accommodation in exceptional circumstances at its sole discretion. A discretionary refund in one case does not require ShowSuite to provide a refund in another case.

If ShowSuite permanently terminates a paid subscription for its own convenience, without breach or fault by the Customer, before the end of the prepaid period, the Customer’s sole remedy will be a prorated refund of prepaid subscription fees attributable to the period after termination.

23. Failed payments

ShowSuite or its payment processor may retry a failed or declined payment.

ShowSuite may allow up to seven days for a Customer to update the payment method and correct an unsuccessful renewal payment. This correction period does not waive the Customer’s payment obligation.

ShowSuite may restrict or suspend access during a failed-payment period and may suspend access immediately where it reasonably suspects fraud, chargeback abuse, payment risk, security risk, repeated payment failure, or other misuse.

If payment is not successfully completed, ShowSuite may cancel the subscription and terminate access.

The Customer remains responsible for valid charges incurred before cancellation or termination.

24. Taxes

Fees do not include taxes unless expressly stated.

The Customer is responsible for all applicable sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes, duties, or governmental charges, other than taxes based on ShowSuite’s net income.

Where required, ShowSuite will collect and remit applicable taxes.

25. Price and plan changes

ShowSuite may change subscription prices, included features, plan structures, or usage charges.

A price increase for an existing paid subscription will apply no earlier than the next renewal date occurring at least 15 days after notice is provided, unless a shorter period is required to address a tax, legal, regulatory, security, or third-party-provider change.

Continued use after the applicable renewal constitutes acceptance of the new price.

A Customer that does not agree to a price change may cancel before the affected renewal date.

26. Support

ShowSuite will use commercially reasonable efforts to respond to support inquiries within a reasonable time.

ShowSuite does not guarantee:

• a particular response or resolution time;
• continuous support availability;
• support outside ordinary operating hours;
• resolution of every issue; or
• any service-level commitment unless contained in a separate written agreement signed by ShowSuite.

Support may be limited or prioritized based on plan, urgency, security risk, and available resources.

27. Availability, maintenance, and changes

The Services may be updated, modified, interrupted, restricted, or unavailable from time to time.

ShowSuite may:

• perform scheduled or emergency maintenance;
• add, modify, replace, or discontinue features;
• change technical requirements;
• correct errors;
• limit features that create security, legal, operational, or financial risk; and
• release beta, preview, experimental, or early-access features.

ShowSuite does not guarantee uninterrupted, secure, error-free, or continuously available operation.

Beta, preview, and experimental features may be changed or discontinued at any time and are provided without warranties or service commitments.

Where ShowSuite materially discontinues a core paid Service, it may provide reasonable notice or an appropriate remedy as determined under these Terms.

28. Suspension and termination by ShowSuite

ShowSuite may immediately restrict, suspend, or terminate access to some or all of the Services where it reasonably believes that:

• fees are unpaid;
• a User has breached these Terms;
• account information is false, incomplete, or unverifiable;
• activity is fraudulent, abusive, unlawful, misleading, or harmful;
• a User has sent or attempted to send spam or unlawful communications;
• a User has violated privacy, intellectual-property, real estate, professional, or anti-spam obligations;
• an account creates a security, privacy, legal, regulatory, financial, or reputational risk;
• continued access may harm another User, Visitor, third party, or the Services;
• a User is subject to sanctions or legal restrictions;
• suspension is required by a service provider, payment processor, regulator, court, or governmental authority; or
• use is unusually excessive or technically disruptive.

Where reasonably practicable, ShowSuite may give the User an opportunity to correct a breach. ShowSuite is not required to provide advance notice where immediate action is reasonably necessary.

Suspension does not relieve the Customer of payment obligations already incurred.

29. Data access and retention after termination

When a paid subscription expires or is terminated:

• the User’s access to the account and Customer Data ends;
• ShowSuite is not required to provide continued dashboard or export access;
• the User must have exported required information before access ended; and
• Customer Data will ordinarily be scheduled for deletion or anonymization within 30 days.

During the 30-day period, the Customer has no guaranteed right to access or recover the data. ShowSuite may, at its discretion, restore access following reactivation, but does not guarantee that data will remain available or recoverable.

Information may remain for longer periods:

• in routine secure backups until overwritten;
• in billing, tax, fraud, security, compliance, and audit records;
• where required by law, court order, or regulatory obligation;
• where needed to resolve disputes or enforce agreements; or
• where the information has been aggregated or de-identified.

ShowSuite has no obligation to retain Customer Data beyond the periods described in these Terms.

30. ShowSuite intellectual property

The Services, including software, source code, object code, databases, designs, layouts, workflows, interfaces, text, graphics, icons, templates, forms, trademarks, logos, documentation, features, and other materials created by or for ShowSuite, are owned by ShowSuite or its licensors.

Except for the limited licence expressly granted in these Terms, no right, title, or interest in the Services is transferred to a User.

“ShowSuite,” related logos, and associated branding are trademarks or trade names of Showsuite Technology Inc. Users may not use them without written permission, except as displayed automatically through the Services.

31. Feedback

If a User provides ideas, recommendations, suggestions, corrections, feature requests, or other feedback about the Services, the User grants ShowSuite a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, commercialize, and otherwise exploit that feedback without restriction or compensation.

This section does not give ShowSuite ownership of Customer Data or personal information.

32. Confidentiality

A User may receive non-public information about ShowSuite, including technical, security, pricing, product, roadmap, or business information.

The User must protect such confidential information using reasonable care and may use it only as necessary to access the Services.

Confidential information does not include information that the User can demonstrate:

• was lawfully known without confidentiality restrictions;
• becomes public without breach;
• is independently developed without use of the confidential information; or
• is lawfully received from another source without confidentiality restrictions.

A User may disclose confidential information where legally required, provided the User gives advance notice where permitted.

33. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

SHOWSUITE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES, CONDITIONS, GUARANTEES, AND REPRESENTATIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, QUIET ENJOYMENT, AND RESULTS.

WITHOUT LIMITING THE FOREGOING, SHOWSUITE DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR AVAILABLE AT ALL TIMES;
• DATA WILL NEVER BE LOST, CORRUPTED, DISCLOSED, OR ACCESSED WITHOUT AUTHORIZATION;
• LISTINGS, VISITOR INFORMATION, CONTACT DETAILS, FEEDBACK, IMPORTED DATA, OR USER CONTENT ARE ACCURATE OR LAWFUL;
• EMAILS OR TEXT MESSAGES WILL BE DELIVERED, RECEIVED, OPENED, OR ANSWERED;
• THE SERVICES WILL SATISFY ANY BROKERAGE, BOARD, MLS®, REGULATORY, RECORD-KEEPING, OR LEGAL REQUIREMENT;
• USE OF A FORM, NOTICE, TEMPLATE, AUTOMATION, OR FEATURE WILL MAKE A USER COMPLIANT WITH ANY LAW;
• AI OR AUTOMATED OUTPUT WILL BE ACCURATE, ORIGINAL, NON-INFRINGING, OR SUITABLE;
• THIRD-PARTY SERVICES OR INTEGRATIONS WILL REMAIN AVAILABLE; OR
• USE OF THE SERVICES WILL PRODUCE LEADS, CLIENTS, LISTINGS, SALES, APPOINTMENTS, REVENUE, OR TRANSACTIONS.

PROFESSIONAL USERS ARE RESPONSIBLE FOR OBTAINING THEIR OWN LEGAL, PRIVACY, COMPLIANCE, ACCOUNTING, TAX, AND PROFESSIONAL ADVICE.

Some jurisdictions do not permit certain exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

34. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOWSUITE AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS, REVENUE, COMMISSIONS, BUSINESS, CLIENTS, LEADS, GOODWILL, OPPORTUNITIES, OR ANTICIPATED SAVINGS;
• LOSS, CORRUPTION, DISCLOSURE, OR UNAVAILABILITY OF DATA;
• BUSINESS INTERRUPTION;
• COST OF SUBSTITUTE SERVICES;
• REAL ESTATE TRANSACTION, REPRESENTATION, COMMISSION, REFERRAL, OR PROFESSIONAL CLAIM;
• REGULATORY INVESTIGATION, FINE, PENALTY, OR COMPLAINT RESULTING FROM A USER’S ACTS OR OMISSIONS;
• COMMUNICATION SENT, NOT SENT, DELAYED, BLOCKED, OR MISDIRECTED;
• USER CONTENT OR THIRD-PARTY CONTENT; OR
• THIRD-PARTY SERVICE, INTEGRATION, NETWORK, DEVICE, CARRIER, OR PAYMENT-PROCESSOR FAILURE.

These exclusions apply regardless of the cause of action and even if ShowSuite was advised that such loss was possible.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWSUITE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE RELATIONSHIP BETWEEN THE PARTIES WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY THE CUSTOMER TO SHOWSUITE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the Customer paid no subscription fees during that period, ShowSuite’s aggregate liability will be zero to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

35. Indemnification

The Customer, Professional User, and applicable Organization agree to defend, indemnify, and hold harmless Showsuite Technology Inc. and its directors, officers, shareholders, employees, contractors, affiliates, licensors, service providers, successors, and assigns from and against claims, complaints, proceedings, investigations, demands, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and reasonable legal fees arising out of or relating to:

• the User’s access to or use of the Services;
• conduct of an open house, showing, listing, communication, or real estate activity;
• collection, use, retention, export, disclosure, or handling of personal information;
• failure to obtain or maintain valid consent or other legal authority;
• an email, text message, call, campaign, automation, or other communication;
• failure to honour an unsubscribe, opt-out, access, correction, deletion, or withdrawal request;
• User Content, listing information, photographs, descriptions, or representations;
• disclosure of Visitor information to a seller or other third party;
• violation of privacy, anti-spam, telemarketing, real estate, advertising, consumer protection, intellectual-property, brokerage, board, MLS®, or professional requirements;
• breach of these Terms;
• negligence, misconduct, fraud, or unlawful activity by the User;
• a dispute between agents, teams, brokerages, sellers, buyers, Visitors, clients, employees, or contractors; or
• use of information after it is exported, downloaded, printed, copied, synchronized, or transferred from the Services.

ShowSuite may assume control of the defence of a claim at the indemnifying party’s expense. The indemnifying party must cooperate and must not settle a claim in a manner that admits fault by, imposes obligations on, or adversely affects ShowSuite without ShowSuite’s written consent.

This indemnity does not apply to the extent a claim is finally determined to have resulted directly from ShowSuite’s conduct for which liability cannot lawfully be excluded.

36. Disputes and governing law

These Terms and all disputes arising out of or relating to the Services are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

Before commencing a formal proceeding, a party must provide written notice describing the dispute and allow the other party 30 days to attempt a good-faith resolution.

This requirement does not prevent ShowSuite from immediately seeking injunctive or other urgent relief relating to unauthorized access, security, confidential information, intellectual property, data misuse, fraud, or unlawful activity.

Subject to any rights that cannot legally be waived, the parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario sitting in Barrie, Ontario.

To the maximum extent permitted by law, each party agrees to bring claims only in its individual capacity and not as a plaintiff or class member in a class, collective, consolidated, or representative proceeding.

37. Changes to these Terms

ShowSuite may update these Terms to reflect changes in the Services, pricing, business practices, legal requirements, security needs, service providers, or operational requirements.

The updated Terms will be posted with a revised “Last Updated” date.

For material changes, ShowSuite will provide reasonable notice through the Services, by email, or by another appropriate method. Unless a change must take effect sooner for legal, regulatory, fraud-prevention, or security reasons, material changes will take effect on the date stated in the notice.

Continued use of the Services after the effective date of updated Terms constitutes acceptance.

If a Customer does not agree to an update, the Customer must stop using the Services and cancel the subscription before the update or next renewal becomes effective.

38. Electronic communications and notices

The Customer consents to receiving contracts, disclosures, notices, invoices, receipts, renewal information, security alerts, and other communications electronically.

ShowSuite may provide notice:

• through the Services;
• to the email address associated with the account;
• through the Customer’s billing or account portal; or
• by mail to the address provided by the Customer.

The Customer is responsible for keeping contact information current.

Formal legal notices to ShowSuite must be delivered to:

39. General provisions

39.1 Assignment

A User may not assign or transfer these Terms, an account, or access rights without ShowSuite’s written consent.

ShowSuite may assign these Terms in connection with a merger, financing, corporate reorganization, sale of assets, change of control, or transfer of the Services.

39.2 Force majeure

ShowSuite is not liable for delay or failure caused by events beyond its reasonable control, including internet or utility failures, cyberattacks, labour disputes, natural disasters, epidemics, governmental actions, war, civil unrest, third-party-provider failures, carrier outages, or changes to law.

39.3 Severability

If any provision of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will continue in effect.

39.4 Waiver

Failure to enforce a provision is not a waiver. A waiver is effective only if in writing and signed by ShowSuite.

39.5 No third-party beneficiaries

Except for parties entitled to indemnification or liability protection under these Terms, these Terms do not create rights for any third party.

39.6 Entire agreement

These Terms, the Privacy Policy, applicable checkout disclosures, and any written order form signed or accepted by the Customer constitute the entire agreement regarding the Services and replace prior discussions or representations concerning the same subject.

If there is a conflict, a signed order form controls over these Terms, and these Terms control over general website or promotional content.

39.7 Headings

Headings are for convenience only and do not affect interpretation.

39.8 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning fees, data retention, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, disputes, and general terms.

39.9 Language

The parties confirm that they have requested that these Terms and related documents be prepared in English.

40. Contact information

Questions about these Terms or the Services may be directed to: