Updated: March 30, 2021
In consideration for the mutual promises set out below, and for other good and valuable consideration acknowledged by the Parties agree as follows:
1.3. “End User” means a person who uses the Services to make a tenancy decision.
1.4. “Including” means “including without limitation” and “includes” means “includes without limitation.”
1.5. “Input Data” means any and all information collected and/or stored by or on behalf of Naborly in connection with or derived from a User’s use of the Services.
1.6. “Landlord(s)” means the individual, group or entity that is the authorized recipient of Naborly Reports, which includes landlords and property management service providers and those parties authorized to make tenancy decisions on behalf of a Landlord or property owner.
1.7. “Naborly Report” means a documented composition of reliably sourced data that presents a corresponding tenancy-related outcome analysis.
1.8. “Naborly Score” means the numerical summary assessment of the combination of a Tenant’s Input Data and external market and property data.
1.9. “Personal Information” means confidential information by an individual as defined by the applicable laws where the individual resides.
1.10. “Personnel” means a party’s employees, officers, directors, agents and sub-contractors.
1.12. “Subject Property” means the property (whether a house, condominium unit or apartment) which a Landlord is tendering applications for from Tenants.
1.13. “Tenant(s)” means the individual who is the qualified applicant for tenancy at a Subject Property or an individual that is the subject of a data file provided to Naborly via Naborly’s Website, vendors, end-users, API users, or partners, and who maintains a Naborly tenant profile account.
1.14. “Users” means both Landlords and Tenants.
3. License and Use of Services
3.2. Data Ownership.
(a) User owns and retains all right, title and interest in and to the Input Data other than the limited rights expressly granted in section 3.2(b) below. Naborly shall take commercially reasonable precautions to protect the Input Data from interference by third parties, but assumes no responsibility for the failure of the Services to store any Input Data. User is solely responsible for maintaining independent backup copies of the Input Data in the event of data loss or corruption.
3.3. Permissible Purpose. User warrants that it will request and use Services only for the purpose of entering into or renewing a tenancy relationship or agreement and only pursuant to the procedures prescribed and set forth by Naborly from time to time, and maintaining their Naborly account profile, including, but not limited to, the Universal Tenant Profile.
3.5. Verification by Tenant. It is Tenant’s sole responsibility to ensure that, prior to requesting from Naborly any Services or providing consent to any Landlord to use the Services in connection with a Tenant, Tenant will have obtained any and all assurances and confirmation that the Landlord is rightly connected to the Subject Property.
3.6. Changes. Naborly reserves the right at all times, in its sole and absolute discretion, to change, evolve, modify, enhance or supplement the Services, its databases and/or its systems.
4. Naborly Reports
4.1. The Landlord must keep all Naborly Reports secure and confidential, and shall only disclose them to the party instructed by the Tenant and shall not disclose or transfer any part of them to a third party unless:
(a) The disclosure or transfer is required by law; or
(b) The individual who is the subject of the Naborly Report has consented to the disclosure or transfer in writing.
4.2. No Guarantee. Naborly does not guarantee the predictive value of the scores produced in Naborly Reports. Neither Naborly nor its officers, employees, agents, parents, subsidiaries, affiliated companies or third party contractors, licensees or suppliers shall be liable to a User for any damages, losses, costs or expenses incurred by a User resulting from any failure of the score used to accurately predict apparent worthiness or loss potential of its applicants and landlords.
4.3. Limitation of Use. Users are only permitted to use the Services to maintain their account profile, and explore a landlord-tenant relationship in connection with a Subject Property. Landlords are not permitted to use the Services on themselves and Tenants are not permitted to register for or use the Services as Landlords.
5. Access to Services.
5.1. The Landlord shall:
(a) Ensure that only Authorized Users can access and use the Services;
(b) upon request by Naborly, immediately provide to Naborly documentary evidence of its authority to use the Services in connection with the real property in question, such documentary evidence to be deemed sufficient in Naborly’s sole discretion;
(e) inform Authorized Users that unauthorized access to consumer reports or Naborly Reports may subject them to civil and criminal liability under the Canadian Consumer Laws punishable by fines and imprisonment;
(f) ensure that all devices used by Landlord to order or access the Services are placed in a secure location and accessible only by Authorized Users, and that such devices are secured when not in use through such means as screen locks, shutting power controls off, or other commercially reasonable security procedures;
(h) use commercially reasonable efforts to assure data security when disposing of any information or record obtained from Naborly. Such efforts must include the use of those procedures issued by the federal or provincial or other regulatory agency charged with oversight of Landlord’s activities (e.g., the Federal Trade Commission, the Canadian Trade Commissioner Service, the applicable banking or credit union regulator) applicable to the disposal of consumer report information of records;
(i) provide immediate notification to Naborly of any change in address or office location and are subject to an onsite visit of the new location by Naborly or its designated representative;
(j) in the event Landlord has a security incident involving Naborly Confidential Information, Landlord will fully cooperate with Naborly in a security assessment process and promptly remediate any finding;
(k) Landlord shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards (“Safeguards“) designed to: (i) ensure the security and confidentiality of Personal Information; (ii) protect against anticipated threats or hazards to the security or integrity of Personal Information; and, (iii) protect against unauthorized access or use of Personal Information that could result in substantial harm or inconvenience to any Landlord. Subscriber shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information and to protect the Personal Information from unauthorized access, destruction, use, modification, or disclosure including without limitation, ensuring any Subscriber intentional deletion, destruction and/or disposal of Personal Information (whether in paper, electronic, or any other form, and regardless of medium on which such Personal Information is stored) is performed in a manner so as to reasonably prevent its misappropriation or other unauthorized use including, but not limited to, cross-shredding printed information and pulverizing or incinerating tapes, disks and other such non-paper media; and
(l) Landlord must be a qualified enterprise account holder in order to have Authorized Users.
5.2. The Landlord will be responsible for providing and installing all hardware and software at its premises necessary to access the Services. Naborly will provide reasonable consultation to Landlord to assist in defining those hardware and software needs.
6.2. Naborly, or such party appointed by Naborly, may conduct an audit in person at the Landlord’s premises upon reasonable notice, by telephone or in writing. In addition, Naborly may conduct audits by mail that may require Landlord to provide documentation regarding permissible purposes for particular uses of the Services.
6.3. The Landlord must provide all relevant information and documentation Naborly reasonably requests during an audit to establish the Landlord’s compliance with the terms hereof.
7. Pricing, Payments and Fees
7.1. User agrees to pay to Naborly the fees and charges for the Services provided to User under this Agreement and remit payment as directed by Naborly. Such pricing is hereby incorporated by reference into this Agreement via a pricing agreement (the “Pricing Agreement“).
7.2. All fees and charges are in the local currency of the jurisdiction in which the Landlord is located. The fees and charges are exclusive of any shipping, insurance costs or any taxes, duties or other charges of any kind that may be imposed by any federal, provincial or local government entity for the Services, the payment of which User shall be responsible for.
7.3. Naborly reserves the right to change the fees and charges from time to time.
7.4. Naborly provides the Service to verify the documents provided by each applicant, and assess each applicant’s risk profile. The Service result is delivered in the form of the Naborly Report. Charges paid by you for generated Naborly Reports are final and non-refundable. Naborly has no obligation to provide refunds or credits, but may grant them by Naborly’s sole discretion on a case-by-case basis.
8. Term and Termination
9. Suspension of Services
9.1. Naborly may, without any liability to the User, indefinitely suspend the supply of all, some or any part of the Services immediately if Naborly:
(b) reasonably believes that the Services may infringe upon a third party’s intellectual property rights; or
(c) is required to stop supplying the Services in order to comply with applicable laws.
11.1. Naborly warrants that:
(a) it will use reasonable skill and care to perform and supply the Services in a professional and diligent manner; and
(b) the Services do not infringe on any third party’s intellectual property rights.
11.3. The User acknowledges that Naborly sources and receives information included in Naborly Reports from third parties, including Input Data, which Naborly does not control or independently verify. Naborly is not under any circumstances responsible for the contents of any credit report or criminal record check report or any credit score, whether correct or incorrect. Credit reports and criminal record check reports can contain incorrect information. If there are discrepancies in a User’s credit report and/or criminal record check report that have been provided through the Services, User may have rights to dispute it through the third-party credit reporting agency that provides such services.
11.4. The Landlord agrees that Naborly Scores shall not be the sole basis for any decision it makes affecting a specific consumer and acknowledges that prudent tenancy-related decisions must be based on factors beyond Naborly Scores and the contents of Naborly Reports, and should include consideration of, among other things, the factors a reasonable decision-maker in a similar situation would take into consideration as part of their tenancy-related decision. Nothing in any of the Services is an endorsement or a determination of a person’s qualifications as a tenant, or for any other purpose. Landlords have differing risk assessment and tenant standards, so Landlords should not assume that a result or finding in a Naborly Report will result in any particular outcome. Naborly does not represent that the Naborly Report is identical or similar to any other credit score, rating model or evaluation tool. Any results or findings produced pursuant to a Naborly Report are provided for informational purposes only and do not constitute a determination or direction by Naborly. In all instances, the information used to create a Naborly Report is derived from one or more credit reports produced by one of the national credit reporting bureaus, amongst other data points. The consumer credit information contained in these credit reports reflects the latest information provided to the pertinent credit reporting agency. Recent activity may not yet be reflected in a user’s credit report. In addition, a user’s credit score may change every time new information is added to or removed from a credit reporting system as well as with the passage of time.
11.5. Naborly does not warrant that the Services will operate or be performed without interruption or errors. If a Naborly Report contains incorrectly determined scores, Naborly’s sole liability to the Landlord arising from that error will be for Naborly to reprocess the Landlord’s request and determine the correct scores.
11.6. Naborly does not act for or on behalf of any Landlord, Tenant, property manager or property owner and as such is not responsible under any circumstances for vetting, identifying or verifying the identity or qualifications or security and/or privacy practices and policies of any such group, including a Landlord. Under no circumstances is Naborly responsible for the outcome of any landlord-tenant transaction or any other type of transaction that may occur between users of the Services. In the event of a dispute or grievance between a landlord and tenant or any other users of the Services, Naborly strongly encourages each respective party to seek its own qualified advisor.
11.7. If a transaction arises between a Landlord and Tenant or any other users of the Services, no aspect of the Services is intended nor does it create any kind of contract or other legal obligation between a landlord and a prospective tenant or any other groups of persons. Naborly’s application form is not a rental or lease agreement or any other form of legal agreement or understanding. A rental or lease agreement SHOULD be signed by both the Landlord and tenant.
14. Third Party Sites. The Services may contain links to third party websites. Naborly does not represent, guarantee, or endorse any website that Users may access from this website. In addition, if Naborly provides a link to a website, it does not represent, guarantee, or endorse that website (or associated group, entity, corporation or individual) or any of its offerings. Links contained on this website are provided solely as a convenience to Users. When Users access a non-Naborly website, they acknowledge that the linked website and its content are not under Naborly’s control. Naborly is not responsible for webcasting or any other form of transmission received from any linked websites. Users are responsible for protecting their systems from viruses and other invasive items.
15. GENERAL PROVISIONS
15.3. Force Majeure. Naborly shall not be responsible for any non-performance, delay in performance or inadequate performance caused by conditions beyond its reasonable control, including without limiting the generality of the foregoing, acts or omission of the Landlord, acts of our civil or military authority, state of war, acts of terrorism or other national emergency, strikes, boycotts or other concerted acts of workers, lockouts, failure of utilities or communications carriers, embargoes, insurrections or acts of God, fire, flood or enactment of laws, regulations or other order of public authorities.
15.5. Compliance with Laws. Each party shall be responsible for compliance with all applicable Canadian, provincial and local legislation, regulations and judicial actions, as now or may become effective, to which it is subject.
15.7. Status of User. A party and its Representatives shall under no circumstances be considered employees, agents, partners, parties to a joint venture or representatives of the other party, nor shall either party have any authority to bind the other in any respect. Neither party shall act or attempt to act, or represent itself, directly or by implication as agent, party to a joint venture with the other party, partner or representative of the other, or in any manner assume or attempt to assume or create any obligation or liability of any kind, or make any promise, warranty or representation with respect to the Services or any other matter, express or implied, on behalf of, or in the name of, the other.