Terms of Use

Terms of Use

Updated: October 28, 2021

Naborly Inc. Terms of Use

These Terms of Use (the “Terms of Use”) are made by and between Naborly Inc. (“Naborly”), the Landlord (as defined below) and the Tenant (as defined below) (each a “Party” and collectively, the “Parties”) and, together with the Privacy Policy and a Price Agreement (if applicable) (“Supplemental Terms”), constitute a legally binding agreement (collectively, this “Agreement”) which sets out the general terms and conditions pursuant to which Naborly shall supply Landlords and Tenants with Services (as such term is defined below). If there is a conflict between the Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content, and promotion.

YOUR ACCESS AND/OR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF, AND YOUR AGREEMENT TO BE BOUND BY THE AGREEMENT. PLEASE TAKE THE TIME TO REVIEW THESE TERMS OF USE CAREFULLY. IF YOU DO NOT AGREE WITH SOME OR ALL OF THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES. IF YOU ARE ACCEPTING OR AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND THAT ENTITY TO THE AGREEMENT.  

1. Definitions. The following words and phrases have the following meanings, unless otherwise defined in these Terms of Use:

1.1 “Applicable Laws” means all federal, provincial, territorial and state laws, regulations, statutes, rules, regulatory guidance, judicial orders and/or orders of an administrative tribunal applicable to the Parties or the subject matter of these Terms of Use, including, but not limited to, consumer reporting, security and privacy laws and other obligations relating to the access and use of consumer reports or the collection, use or disclosure of personal information. 

1.2 “Authorized User” means an employee of Landlord that Landlord has authorized to access, or place an order through, the Services and who is trained on, and has agreed to abide by, Landlord’s obligations under these Terms of Use, including but not limited to, those obligations relating to (a) placing orders and using the Services, including use of the information provided through the Service and (b) Landlord’s obligations pursuant to the Applicable Laws. Each Authorized User must have their own Account (as defined herein).  
 
1.3 “Effective Date” means the earlier of the date when the User clicked an “I Accept” button or check box presented during the creation of an Account or when the User first accessed or used any of the Services. 
 
1.4 “Input Data” means any data or information that a User provides, inputs or submits to the Service in order for Naborly to perform the Services.  
 
1.5 “Landlord(s)” means the individual or legal group or entity that has created a Naborly landlord profile Account through the Website and has successfully completed verification in accordance with Section 2 below. A “Landlord” includes landlords, property owners, property managers and property management service providers, and each of their Authorized Users. 
 
1.6 “Naborly Reports” means the documents owned by Naborly, provided through the Service, which compile documented third party data and present a corresponding tenancy-related outcome analysis. This includes the “Naborly Report”, which consists of a credit score, the “Naborly Score”, which is a proprietary numerical summary assessment of the combination of a Tenant’s Input Data combined with their consumer report and external market and/or property data and the “Naborly Passport” which consists of a tenant profile based data from their tenancy application.
 
1.7 “Personal Information” means information about an identifiable individual or as otherwise defined by the privacy legislation applicable to the individual based on where such individual resides.
 
1.8 “Personnel” means a Party’s employees, officers, directors, agents, and sub-contractors.
 
1.9 “Services” means the tenancy decision support services and Website that Naborly delivers, supplies to, or provides for the Landlord and Users, including the Naborly Reports, Account profile, software, data, documentation, information, and support, which shall be delivered in accordance with the terms and conditions outlined in these Terms of Use.
 
1.10 “Subject Property” means the property (whether a house, condominium unit or apartment) owned, leased or managed by a Landlord which a Landlord is tendering applications for from Tenants.
 
1.11 “Tenant(s)” means the individual who has created a Naborly tenant profile Account and who has been successfully verified by Naborly in accordance with Section 2 below. 
 
1.12 “Users” means both Landlords and Tenants.
 
1.13 “Website”  means the website provided by Naborly located at https://www.naborly.com/, together with any mobile version. 

 

2. Account Creation, Identity Verification and Credentialing.

2.1 Account Creation and Maintenance

    1. In order to receive and use the Services, Users must meet all requirements set out by Naborly, including the creation of an applicable Naborly tenant or landlord account (an “Account”) and the completion of an application relating to a Subject Property or relating to an evaluation for a specific rental amount (an “Application”). For Landlords, this means: (a) creating a Naborly landlord Account and (b) being successfully identified and credentialed by Naborly pursuant to a set of statutory requirements and third-party verification measures. For Tenants, this means (a) creating a Naborly tenant Account and (b) being successfully identified and credentialed by Naborly pursuant to a set of statutory requirements and third-party verification measures. 
    2. Tenants may withdraw, or revoke Landlord access to, an Application at any time. 
    3. Users must keep their Account information up to date and accurate at all times. It is a condition of these Terms of Use that Users promptly give Naborly written notice of any change to the information provided in an Application or while creating an Account.
    4. Users are responsible for all activity that occurs under their Account. Users agree to maintain the security and secrecy of Account information at all times. Users agree to promptly notify Naborly in writing in the case of an actual or suspected breach or unauthorized access or use of an Account.
2.2 Representations and Warranties
    1. Landlord represents and warrants that it is the owner or manager of the Subject Property and is genuinely, truthfully, and in good faith tendering the Subject Property for rental. 
    2. All Users represent and warrant that: 
      1. User is the legal age of majority in their jurisdiction of residence; 
      2. Any information provided to Naborly, including any personal, employment or financial information provided as part of the creation of an Account or Application, shall be accurate, current and complete at all times and shall not be falsified or given in an attempt to impersonate any other person; 
      3. the Services shall not be used for any unlawful, deceptive, misleading, fraudulent, or abusive purpose;
      4. Such User has the full legal authority to enter into these Terms (including, in the case of an Authorized User, the full legal authority to enter in to these Terms on behalf of a Landlord); and
      5. User will comply with all Applicable Laws when using the Service and will use the Service only for lawful purposes.

2.3 User acknowledges and agrees that the Services are not meant to act as a storage service. Users should keep a copy of all Input Data and Naborly Reports, to the extent permitted by these Terms of Use. Naborly has no responsibility or liability for any loss of information or data stored by Users in an Account. 


2.4 Tenant acknowledges and agrees that the creation of an Account and/or the completion of an Application are solely for the opportunity to be considered for a Subject Property and do not guarantee that Tenant will be selected to occupy the Subject Property. 

2.5 Landlord must have an enterprise account in order to have multiple Authorized Users. Landlords must qualify for an “Enterprise Account”. 

 

3. License and Use of Services


3.1 Modifications to the Services. Naborly reserves the right at all times, in its sole and absolute discretion, to change, evolve, modify, enhance or supplement the Services, these Terms of Use, its databases and/or its systems without prior notice. Any and all such changes are effective immediately and apply to the continued use of the Services. You agree that Naborly has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

 

3.2 License
  1. License Grant. Naborly grants to User a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including access to and use of the whole or part of the Naborly Reports, which may be received as a result of User’s receipt of Services, for User’s internal business purposes only. For clarity, User may not use the Services to validate any independently developed analytical model or method. User acknowledges and agrees that it shall not acquire or claim any title to any of Naborly’s (or its relevant licensor’s) intellectual property rights in the Services or Naborly Reports by virtue of the rights granted to User under these Terms of Use. For clarity, all intellectual property rights in the Services and Naborly Reports shall remain vested in Naborly (or its relevant licensors, if applicable) and User agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice Naborly’s ownership (or its licensors’ ownership) of such rights. Naborly does not grant Users or any other party any right, title or interest in the Service. Naborly reserves all rights not expressly granted under these Terms of Use. 
  2. Restrictions. Except as expressly permitted under these Terms of Use, User covenants and agrees that it will not, and will not allow or enable others to, take any action whatsoever to:
    • perpetrate a hoax or otherwise defraud, mislead or deceive any person or entity;
    • violate, breach or circumvent any local, state, federal or other law, rule or regulation, including any ruling or order of a court or administrative body;
    • violate, breach or circumvent the rights of any person or entity, including infringing or misappropriating such party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
    • promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    • threaten or promote violence or actions that are threatening to any other person;
    • promote illegal or harmful activities or substances;
    • campaign, recruit votes or solicit donations or other support for legislative or other initiatives;
    • access, search, collect information from, or otherwise interact with the Services by “scraping,” “crawling” or “spidering” the Services, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by Naborly, unless you have been specifically authorized to do so in a separate agreement with Naborly;
    • screenshot, screen capture or otherwise copy, replicate or reproduce any of the Naborly Reports generated through the Services; 
    • access, store, merge, aggregate, compile, decompile, disassemble, manipulate, copy, reverse engineer, derive (or attempt to derive) the source code, create derivative products, create and/or disseminate competitive products; 
    • use the Services for the purpose of gathering information to conduct market research or other marketing analytics, whether such analytics are intended to be used internally or externally; 
    • rent, lend, lease, sublicense, sell, white label, re-package or re-format, distribute, redistribute, commercially exploit or otherwise make available for use the Services, including information received as a result of using the Services;
    • use any robot, spider or other automatic device, process or means to access the Services;
    • email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of solicitation;
    • take any action that imposes an unreasonable or disproportionately large load on our infrastructure, servers or systems; or 
    • remove any copyright, trademark or other proprietary notices from any portion of the Service.

 

4. Data Ownership and Intellectual Property 

4.1 Input Data. 

  1. To the extent User is the owner of, or retains any intellectual property rights in the Input Data, User shall retain such ownership and all right, title, and interest in and to the Input Data other than the limited rights expressly granted in section 4.2 below. 
  2. User acknowledges and agrees that: (i) receipt of some of the Services, including the Naborly Reports, is dependent on the Input Data and (ii) in most cases, Naborly is already in possession of some of the Input Data, which Naborly has otherwise collected or otherwise owned. 
  3. 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.
  4. Ultimately, all Input Data, whether publicly posted or privately transmitted, is the sole responsibility of the User who originated such content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Input Data or endorse any opinions expressed in such Input Data. You understand that by using the Services, you may be exposed to Input Data that is offensive, harmful, inaccurate, misleading, fraudulent or otherwise inappropriate. Under no circumstances will Naborly be liable in any way for any Input Data, including, but not limited to, any errors or omissions in any Input Data, or any loss or damage of any kind incurred as a result of any Input Data.
  5. We may, but are not required to monitor or control the Input Data captured, recorded, uploaded, streamed, shared or stored on or through the Services, and we cannot take responsibility for such Input Data. Any use or reliance on any Input Data is at your own risk.
4.2 Anonymous Data. User acknowledges Naborly may generate aggregate or anonymized data from the Input Data or in connection with providing the Services to Users  (collectively, the “Anonymous Data”).  To the extent User is the owner of, or retains any intellectual property rights in the Input Data, User hereby grants Naborly a perpetual, irrevocable, non-exclusive, worldwide, transferable, and royalty-free right and license to receive, store, de-identify, commingle, use, copy, modify, aggregate and anonymize the Input Data to the extent necessary to create the Anonymous Data. Upon creation, Naborly shall be the owner of the Anonymous Data and may use, display, publish, share, disclose and transfer the Anonymous Data for any lawful purpose. . The limited license granted herein shall survive termination, cancellation, or expiration of the Agreement.
4.3 Intellectual Property. The Services together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Services, is our exclusive property, including, as applicable our successors, assigns, licensors, and/or suppliers.  Unless agreed otherwise in writing with Naborly, nothing in these Terms of Use gives Users a right to use any of the contents, trade-marks or other intellectual property. You must not alter, delete, or conceal any copyright or other notices contained on the Services, including notices on any of the Naborly Reports that you are permitted to download, transmit, display, print, or reproduce from the Services. All rights not expressly granted herein are reserved. 

 

5. User Obligations.

5.1 Permissible Purpose. User represents and warrants that (a) it will request and use the Services only for the purpose of evaluating, 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 (b) it shall maintain its Naborly Account, including, but not limited to, the Universal Tenant Profile.

5.2 Compliance with Applicable Laws. When requesting and/or using Services, Landlord agrees to comply with all Applicable Laws, as now or as may become effective throughout the term of these Terms of Use. Without limiting the foregoing, Landlord must obtain any consent from and give any notice to an individual that is required by law, including applicable privacy legislation, before using the Services. Landlord agrees to make such changes to its business practices as Naborly may request from time to time that are necessary, in the sole opinion of Naborly, for Naborly to lawfully provide the Services.

5.3 Verification of Landlord 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.

 

6. Naborly Reports

6.1 Confidentiality. The Landlord acknowledges and agrees that it shall, at all times, access the Naborly Reports only through the Services, keep all Naborly Reports secure and confidential in accordance with Section 7.1, and shall not disclose the Naborly Reports or the information contained therein, in whole or in part, to any third party, including the Tenant who is the subject of the Naborly Reports, unless: 

  1. The disclosure or transfer is required by law; or
  2. The Tenant has consented to the disclosure or transfer in writing.

In the event the Tenant has questions about its acceptance or rejection for tenancy at a Subject Property, the Landlord shall direct the Tenant to contact the applicable credit bureau in accordance with section 14.4 below. 

6.2 No Guarantee. Naborly does not guarantee the predictive value of any Services, including the scores produced in the Naborly Reports, with respect to the Application for tenancy. Neither Naborly nor its officers, employees, agents, representatives, parents, subsidiaries, affiliated companies or third party contractors, licensees or suppliers (collectively, the “Naborly Parties”) shall be liable to a User for any damages, losses, costs or expenses incurred by a User resulting from any failure of any aspect of the Services used to predict apparent worthiness or loss potential of its applicants or any User.

6.3 Limitation of Use. Users are only permitted to use the Services to maintain their Account, complete Applications and to otherwise 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.

 

7. Access to Services, Landlord Obligations.

7.1 The Landlord shall:

  1. ensure that only Authorized Users can access and use the Services;
  2. upon request by Naborly, immediately provide to Naborly documentary evidence of its authority to use the Services in connection with the Subject Property in question, the sufficiency of such documentary evidence to be determined in Naborly’s sole discretion;
  3. only use the Services as permitted by these Terms of Use and any applicable supplemental policy or regulation.
  4. ensure that Authorized Users do not order Naborly Reports for personal reasons or provide them to any third party (including the Tenant who is the subject of the Naborly Reports) except as permitted by these Terms of Use;
  5. inform Authorized Users that unauthorized access to consumer reports or Naborly Reports may subject them to civil and criminal liability under Applicable Laws, which may be punishable by fines and imprisonment;
  6. ensure proper security and safeguarding measures are in place, including: 
    1. requiring 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; 
    2. using commercially reasonable efforts to ensure data security when disposing of any information or record obtained from Naborly. Such efforts must include the use of those procedures set out in Applicable Laws or as 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;in the event Landlord has a security incident involving Naborly Confidential Information (as defined below), Landlord will immediately notify Naborly and will fully cooperate with Naborly in a security assessment process and promptly remediate any finding;
    3. Landlord shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, organizational and physical security safeguards (collectively, the “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. 
    4. Landlord 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 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; 
    5. monitor compliance, including compliance by its Authorized Users, with the obligations of these Terms of Use and any applicable Naborly policies, and immediately notify Naborly if Landlord suspects or knows of any unauthorized access or attempt to access the Services via their login credentials or any other way. Such monitoring will include, without limitation, a regular review of Naborly invoices or receipts for the purpose of detecting any unauthorized activity; and
    6. provide immediate notification to Naborly of any change in address or office location. In such case, the Landlord will be subject to an onsite visit of the new location by Naborly or its designated representative. 

 

7.2 Landlord is responsible for providing and installing all hardware, software and internet access at its premises necessary to access the Services. Naborly will provide reasonable consultation to Landlord to assist in defining those hardware and software needs.

7.3 If Naborly reasonably believes that Landlord has violated this section 7, Naborly may, in addition to any other remedy authorized by these Terms of Use, with reasonable advance written notice to Landlord, conduct, or have a third party conduct on its behalf, an audit of Landlord’s network security systems, facilities, practices and procedures to the extent Naborly reasonably deems necessary, including an on-site inspection, to evaluate Landlord’s compliance with the data security requirements of these Terms of Use.

 

8. Audits

8.1 Naborly reserves the right, at its discretion and at any time, to audit the Landlord’s practices and procedures to determine its compliance these Terms of Use and any applicable policies or regulations. Landlord shall reasonably cooperate in all such audits.

8.2 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.

8.3 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.

8.4 Without limiting the foregoing, you acknowledge that Naborly has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Services by any User, to access, review, preserve and disclose any Input Data, or to remove or disable access to any Input Data, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against Naborly, (iii) to enforce and to ensure a User’s compliance with the Agreement, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of Naborly, its Users or members of the public, and (vi) for the purpose of operating and improving the Services (including for customer support purposes).

 

9. Pricing, Payments and Fees

9.1 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. For Enterprise Accounts, such pricing is set out in a separate pricing agreement (the “Pricing Agreement“) and such Pricing Agreement is hereby incorporated by reference into this Agreement. 

9.2 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, territorial, state or local government entity for the Services, the payment of which User shall be responsible for.

9.3 Naborly reserves the right to change the fees and charges for the Services from time to time.

9.4 Naborly provides the Services to verify the documents provided by each applicant, and assess each applicant’s risk profile. The Services result is delivered in the form of the Naborly Reports. Charges paid by the User for the Services 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.

 

10. Term and Termination

10.1 These Terms of Use shall come into force on the Effective Date and shall remain in force and effect for as long as a User is accessing or using the Services. 

10.2 If a User disagrees with any of these Terms of Use, they must immediately cease using the Services and shall immediately delete all materials or information collected or held by them through the Services. 

10.3 If a User’s subscription or access to the Services is cancelled for any reason, the User will no longer have access to their Account, their Application(s), or any other functionality of the Services. 

10.4 Naborly may, without notice and without any liability to Users, terminate the Agreement, a User’s Account, and/or access to the features or functionality of the Services at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to Users or any other party. Without limiting the generality of the foregoing, Naborly may immediately terminate a User’s access or use of the Services if, at any time and for any reason, Naborly determines in its sole and absolute discretion that (a) it is required to do so by law; (b) the User is no longer eligible to use the Services under Applicable Laws or Naborly’s policies or (c) the User is not accessing or using the Services in accordance with the Agreement or the User has breached any provisions of the Agreement. 

 

11. Suspension of Services

11.1 Naborly may, without notice and without any liability to the User, indefinitely suspend the supply of all, some or any part of the Services immediately if Naborly:

  1. reasonably believes that the User is not using the Services in compliance with the Agreement or applicable supplemental policies or regulations (i.e.; uploading tampered documents, re-using a single subscription account for multiple Users, etc.);
  2. reasonably believes that the Services may infringe upon a third party’s intellectual property rights; or
  3. is required to stop supplying the Services in order to comply with any applicable laws.
12. Confidential Information. User agrees to hold in strict confidence the Naborly Reports and any information it receives or derives from the Services or any information received by User as part of the Services (collectively, the “Confidential Information”) and shall not show, give access to, disseminate or distribute any Confidential Information (including copies of any such information) to any other party, except as strictly required by any law or other lawful order. However, this restriction shall not prohibit Landlord from discussing the Naborly Reports with the Tenant who is the subject of the report. Furthermore, User agrees that it will receive information of a confidential and/or proprietary nature during the performance of these Terms of Use, including but not limited to any information contained in the Services, member codes or passwords, and such confidential and proprietary information will be held in strict confidence by the User and (i) distributed internally only on a need to know basis to its Authorized Users who are under similar confidentiality restrictions as contained in these Terms of Use, or (ii) disclosed only upon demand to governmental regulatory agencies; (iii) disclosed as required by law; or (iv) as directed by the Tenant who is the subject if the report. User shall protect any such confidential or proprietary information with at least the same degree of care it uses to protect its own information of a similar nature (although not less than a reasonable degree of care) or as required under applicable laws.

 

13. Warranties
13.1 You represent and warrant that:
  1. you have the power and authority to accept and agree to the Agreement;
  2. you own or control all of the rights necessary to grant the rights and licenses granted herein;
  3. you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Input Data or otherwise in connection with your access to or use of the Services;
  4. the exercise by Naborly of the rights granted by you hereunder will not cause Naborly to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
  5. all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.
13.2 Naborly warrants that:
  1. it will use reasonable skill and care to perform and supply the Services in a professional and diligent manner; and
  2. the Services do not infringe on any third party’s intellectual property rights.

 

14. Disclaimers

14.1 The Services are provided “as-is” and “as available”. Naborly does not represent,  warrant or guarantee that the Services will operate or be performed without interruption or errors. Any material downloaded or otherwise obtained through the use of the Services is done at the discretion and risk of the User and User is solely and fully responsible for any damage to a computer system or other device or for any loss of data that results from the downloading of such material.

14.2 Naborly makes no representations, conditions, warranties or guarantees other than those expressly set out in these Terms of Use and disclaims any implied warranty or representation that the Services will meet the User’s requirements, or that they are merchantable or fit for a particular purpose. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NABORLY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY SERVICES CONTENT. Without limiting the foregoing, Naborly does not represent or warrant that: (a) the use of the Services will meet User’s requirements, (b) the use of the Services will be uninterrupted, timely, secure or free from error; (c) any information obtained by Users as a result of the use of the Services will be accurate or reliable; (d) that any defects in the operation of the Services will be corrected; (e) the submission of an Application by a Tenant will result in tenancy at the Subject Property or any other property associated with or owned by a particular Landlord; (f) that the Landlord is in fact associated with the Subject Property; or (g) that any User has accurately represented their identity. 


14.3 Naborly cannot predict future events and any indication or guidance in respect of a particular outcome provided by Naborly is strictly limited by the information Users provide to Naborly. NABORLY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ANY ELEMENT OF, OR ANY USE OF, THE SERVICE WILL CORRESPOND WITH A REAL LIFE OUTCOME. A positive result or outcome indicated in the Naborly Reports does not necessarily mean the Tenant will be a good or desirable tenant and the Landlord should rely on its own skill, judgement and expertise or should seek professional advice, before making any tenancy decisions. 

14.4 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. In such a case, User should contact the third-party credit reporting agency directly, 3 bureaus are listed below for your convenience. 

Equifax

TransUnion

Experian

For a summary of your consumer rights under the FCRA and the FCAC, visit here if you are US Citizen and here if you are a Canadian Citizen.

14.5 The Landlord acknowledges and agrees that:

  1. the Services, including the Naborly Reports and the scores contained therein, shall not be the sole basis for any decision it makes affecting a specific Tenant; 
  2. prudent tenancy-related decisions must be based on multiple factors and information beyond the Services and the contents therein, 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; and
  3. any tenancy-related decision must also take in to account and be compliant with Landlords obligations under Applicable Law. 
14.6 The Tenant acknowledges and agrees that: 
  1. it must use its best judgment and common sense when applying for a Subject Property and/or when interacting with a Landlord; and
  2. the completion of an Application does not guarantee any particular outcome, including whether or not a Tenant will be selected by a Landlord to occupy a Subject Property. 

14.7 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. Any results or findings produced pursuant to or through the Services  are provided for informational purposes only and do not constitute a determination, suggestion, recommendation, opinion or direction by Naborly. Landlords have differing risk assessment and tenant standards, so Landlords should not assume that a result or finding in a Naborly Reports will result in any particular outcome. 

14.8 Naborly does not represent or guarantee that the Naborly Reports is identical or similar to any other report, credit score, rating model or evaluation tool. In all instances, the information used to create a Naborly Reports 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. 

14.9 If Naborly Reports contains incorrect information or incorrectly determined scores due to input errors, Naborly’s sole liability to the Landlord arising from that error will be for Naborly to reprocess the Landlord’s request and re-determine the scores.

14.10 Naborly does not act for or on behalf of any User as such is not responsible or liable under any circumstances for: (a) vetting, identifying or verifying the identity or qualifications or security and/or privacy practices and policies of any such group, including a Landlord or (b) mediating, evaluating, assessing or resolving any disputes between Users. 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 Users of the Services, Users must resolve the dispute on their own or may seek its own qualified advisor. 


14.11 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. The Landlord and Tenant should consider executing a formal rental or lease agreement. 

 

15. Indemnification. To the maximum extent not prohibited by applicable law, User shall indemnify, defend and hold harmless Naborly and the Naborly Parties from any and all claims, losses, liabilities damages and costs (including reasonable attorney’s fees) arising directly or indirectly from  (i) the failure or alleged failure of User to perform any of its obligations described in these Terms of Use, including but not limited to, any breach which result in the non-permissible use or disclosure of Naborly Reports provided hereunder; (ii) the negligence or intentional wrongful conduct of User, its directors, officers, or employees; or (iii) the use or misuse of an Account, Naborly Reports or any other Service; (iv) the breach or violation of the Agreement; (v) any decision taken or made by User as a result of User’s receipt of the Services; and (vi) any breach of or failure to comply with Applicable Laws.

You agree that, at Naborly’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) Naborly may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Naborly (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

 

16. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW THAT THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES IS AND REMAINS WITH YOU. IN NO EVENT SHALL NABORLY OR THE NABORLY PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCURRED BY USER AND/OR ARISING OUT OF THE PERFORMANCE OF THE SERVICES OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF DATA AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NABORLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL NABORLY’S TOTAL AGGREGATE LIABILITY TO USER OR ANY THIRD PARTY ARISING UNDER THESE TERMS OF USE AND/OR IN RESPECT OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID TO NABORLY BY USER DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING AN EVENT GIVING RISE TO A CLAIM FOR LIABILITY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THESE TERMS OF USE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.  IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, NABORLY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

 

17. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST NABORLY ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND NABORLY OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

 

18. Exclusions. NOTHING IN THE TERMS FURTHER IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE FROM DEATH OR PERSONAL INJURY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.

 

19. 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 the 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 the contents of any such website, for webcasting or for any other form of transmission received from any linked websites. Users are responsible for protecting their systems from viruses and other invasive items.

 

20. Important Information About the Services

20.1 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NABORLY AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

20.2 International Users. The Services is controlled and operated within US and Canada and is not intended for use outside of US or Cananda. You are hereby prohibited from accessing or using the Services from any territory where the Services or any of the features, functionality, tools, content thereof, is illegal. If you choose to access the Services from a location outside jurisdiction, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.


20.3 Acknowledgements. YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

  • NABORLY DOES NOT AND CANNOT GUARANTEE THAT THE SERVICES WILL BE CONTINUOUS OR ERROR-FREE. 
  • IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR SERVICES IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE SERVICES.
  • YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE SERVICES. ABUSE OF THE SERVICES MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.
20.4 Set-up and Operating Requirements. In order to use the Services, you must:
  • have internet access (e.g., WiFi or 3G /4G with a data plan);
  • register for an account (as set forth in more detail below in the section above); and
  • provide and maintain complete, accurate and up-to-date account information, including contact information for your emergency contacts.

If any of the above requirements are not met, you will not be able to use some or all of the Services.

21. GENERAL PROVISIONS

21.1 Privacy. Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Services, you consent to the collection and use of this information, including the transfer of this information and/or other countries, for storage, processing and use by Naborly. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

21.2 Amendment of Terms. Naborly reserves the right, in its sole discretion, to amend the Terms of Use, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms of Use, we will update the date at the top of the Terms of Use and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Services after we have posted an updated version of the Terms of Use or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms of Use. If the amended Terms of Use are not acceptable to you, your only recourse is to stop using the Services. No other modification, amendment, supplement of or to the Terms of Use will be binding on Naborly unless it is in writing and signed by an authorized representative of Naborly.


21.3 Feedback. We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Services (“Feedback”).  You may submit Feedback by e-mailing us, at support@naborly.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Naborly. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Naborly or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Naborly all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Naborly’s rights in such improvements, enhancements and modifications.

21.4 Conflicts or Inconsistencies. If there is any conflict or inconsistency between the main body of these Terms of Use and exhibits to these Terms of Use, the order of precedence of interpretation, to the extent of such conflict or inconsistency, shall be as follows: (1) main body of Terms of Use and (2) the exhibits.


21.5 Entire Agreement. The Agreement  (the Terms of Use, including its exhibits, the Privacy Policy and, if applicable, the Price Agreement) comprise all the terms, conditions and agreements of the parties hereto with respect to the subject matter herein and the provision of Services by Naborly. The Agreement cancels and supersedes all prior agreements, understandings and communications on the subject matter of these the Agreement, whether oral or written, express or implied. User may not amend the Agreement. There are no third-party beneficiaries to these Terms of Use.

21.6 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, pandemics, epidemics or public health outbreaks, 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.

21.7 Governing Law. These Terms of Use shall be governed by, for Canadian residents, the laws of the Province of Ontario and of Canada applicable therein, and for U.S. residents, the laws of the State of California and of the United States applicable therein. Any dispute under these Terms of Use arising between the parties will be referred to, for Canadian residents, the exclusive jurisdiction of the Courts of Toronto, Ontario, and for U.S. residents, the exclusive jurisdiction of either the state of federal courts of California in San Francisco.

21.8 No Publicity. Neither party shall, without the prior written consent of the other, save and except as may be required by law, publicize nor disclose the existence or terms of these Terms of Use to any third party, other than on a confidential basis to its legal and financial advisors. In particular, no press releases, public announcements or public displays of any Services performed specifically by Naborly shall be made without the written agreement of Naborly.

21.9 Independent Contractors. A party and its employees, agents, partners or 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.

21.10 Survival. Notwithstanding the expiration or termination of these Terms of Use, any provisions of the Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement. 

21.11 Unenforceability of Provisions. Each section and provision of these Terms of Use is severable from the Agreement and if one paragraph or provision is declared invalid, the remaining sections and provisions shall nevertheless remain in full force and effect and the parties shall, in good faith, negotiate an appropriate amendment to the Agreement to replace the invalid provision. If the parties shall fail to agree upon an appropriate amendment, then these Terms of Use shall be construed (a) as if such invalid or unenforceable provision or part thereof had been effectively modified to the extent necessary to avoid the illegality or unenforceability of such provision, if possible, and if not, then (b) as if such invalid or unenforceable provision or part thereof had not been contained herein.

21.12 Headings for Convenience Only. The division of these Terms of Use into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of these Terms of Use.

21.13 No Assignment. This Agreement is not assignable, transferable or sub-licensable by you except with Naborly’s prior written consent. Naborly may assign, transfer or convey the Agreement to a third party without notice to you. 

21.14 Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms of Use, will be in writing and given by Naborly (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Services. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

21.15 Remedies. Except as expressly set forth in the Terms of Use, the exercise by either party of any of its remedies under the Terms of Use will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

21.16 Waiver. No party shall be deemed to have waived the exercise of any right that it holds under these Terms of Use or at law unless such waiver is expressly made in writing. Failure of a party at any time, and for any length of time, to require performance by the other party of any obligation under these Terms of Use shall in no event affect the right to require performance of that obligation or the right to claim remedies for breach under the Agreement or at law. A waiver by a party of any breach of any provision of these Terms of Use, unless otherwise expressly stated in writing, is not to be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver or modification of any right under these Terms of Use or at law.

21.17 Contact. Users may contact Naborly at support@naborly.com or visit our Contact Us page for other channels of communication 


21.18 California Residents. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice: Complaints regarding the Services or requests to receive further information regarding use of the Services may be sent to the above address or to support@naborly.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.