Terms of Service

1. Acceptance of Terms

By accessing or using NewNest SmartMatch (“Service”), you (“User,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you must not use the Service. Your continued use of the Service constitutes ongoing acceptance of these Terms, including any future amendments.

2. Description of Service

NewNest SmartMatch provides a technology platform for personalized home matching services based on style preferences, home valuations, and affordability calculations. The Service is designed to connect users with property information that may align with their preferences.

NewNest SmartMatch is operated by NewNest and is not a registered real estate brokerage, agent, or broker. We do not act as your real estate agent, broker, representative, or advisor in any capacity. We do not participate in, facilitate, or guarantee any real estate transaction. Any property listings displayed on this platform are provided by third-party users and are for informational and matching purposes only. NewNest does not independently verify the accuracy of any listing content submitted by users.

3. User Responsibilities

You agree to:

• Provide accurate and truthful information at all times
• Keep your contact information current
• Use the Service only for lawful purposes and in compliance with all applicable laws and regulations
• Not attempt to access unauthorized areas of the Service
• Not publish, submit, or share any false, misleading, or deceptive information through the Service
• Ensure that all content you submit, including property listings, complies with all applicable federal, provincial, and municipal laws and regulations
• Accept full responsibility for any content, data, or information you submit through the Service

4. Property Listings

4.1 User-Submitted Content & Sole Responsibility

All property listings on NewNest SmartMatch are submitted by individual users—either property owners (“Homeowners”) or licensed real estate professionals (“Realtors”). The user who submits a listing is solely and exclusively responsible for the accuracy, completeness, legality, and truthfulness of all listing information, including but not limited to property descriptions, photographs, pricing, availability, and any claims or representations made within the listing.

NewNest serves only as a technology platform that hosts and displays user-submitted listing content. NewNest does not author, endorse, verify, or guarantee the accuracy of any listing. NewNest shall bear no responsibility or liability whatsoever for the content of any listing or for any consequences arising from reliance on such content.

4.2 Realtor Obligations & Professional Liability

If you are a licensed REALTOR® or real estate salesperson submitting listings through the Service, you acknowledge and agree that:

• You are solely responsible for ensuring that your listings comply with all applicable laws, regulations, and professional standards, including but not limited to the Real Estate and Business Brokers Act, 2002 (REBBA) and all RECO (Real Estate Council of Ontario) rules and guidelines
• You have obtained valid written consent from the property owner and authorization from your brokerage to list the property on this platform
• You assume all professional, legal, and regulatory liability related to the listing, including any claims, complaints, disciplinary actions, or litigation arising from or related to the listing content
• NewNest is not your brokerage, employer, or principal, and no agency, partnership, joint venture, or employment relationship exists between you and NewNest
• You will maintain all required professional insurance, including errors and omissions (E&O) insurance, and you will not look to NewNest for coverage of any professional liability claims

4.3 Homeowner Obligations & Liability

If you are a property owner submitting a listing through the Service, you acknowledge and agree that:

• You are the registered owner of the property, or you have legal authority to list the property on behalf of the owner
• All information you provide about the property is accurate, current, and not misleading
• You are solely responsible for any claims, disputes, or legal proceedings that arise from your listing, including but not limited to claims of misrepresentation, property defects, or failure to disclose material facts
• You understand that NewNest does not provide real estate advice, legal counsel, or representation, and you should seek independent professional advice before making any real estate decisions
• You consent to your property being displayed on the platform to registered users, and you accept all risks associated with listing your property, including but not limited to unwanted inquiries or showing requests

4.4 Property Owner Consent

By submitting a property listing, you represent and warrant that you have obtained all necessary consents and authorizations to list the property. If you are a licensed REALTOR® submitting a listing on behalf of a property owner, you represent and warrant that you have obtained both the property owner's written consent and your brokerage's authorization. Failure to obtain proper consent may result in immediate removal of the listing, suspension or termination of your account, and you shall be solely liable for any resulting claims or damages.

4.5 Representation Disclaimer

NewNest SmartMatch clearly distinguishes between listing types on our platform:

• Homeowner-Direct listings: These are properties listed directly by homeowners. NewNest does not act as the agent, representative, or advisor of homeowner-direct sellers and assumes no responsibility for the accuracy or legality of homeowner-direct listings.
• Non-NewNest Listing (Realtor listings): These are properties listed by licensed REALTORS® who are not affiliated with NewNest. NewNest does not act as the agent, representative, or brokerage for these listings and assumes no responsibility for the accuracy or compliance of realtor-submitted listings.

NewNest expressly disclaims any and all responsibility for the conduct, representations, or omissions of any user who submits a listing, whether that user is a homeowner, realtor, or any other party.

4.6 Content Removal & Moderation

NewNest reserves the right, at its sole discretion, to remove, modify, or refuse to publish any listing or user-submitted content at any time, for any reason, including but not limited to:

• Violation of these Terms of Service
• Non-compliance with applicable real estate regulations (including RECO guidelines)
• Inaccurate, misleading, or incomplete information
• Lack of proper property owner consent
• Listings currently under contract with another brokerage without that brokerage's permission
• Any content that may expose NewNest or its users to legal liability

NewNest's decision to review, moderate, or remove content does not create any duty, obligation, or liability on the part of NewNest to monitor, review, or verify any content. The fact that NewNest may review some listings does not mean NewNest has verified or endorsed the accuracy of any listing.

4.7 Listing Deactivation & Relisting

If a listing is deactivated or removed by NewNest administration (as opposed to voluntary deactivation by the listing owner), the listing may not be relisted without explicit approval from NewNest administration. Users who attempt to relist administratively removed listings may have their account suspended.

4.8 Regulatory Compliance

It is the sole responsibility of the user submitting a listing to ensure compliance with all applicable real estate rules and regulations. Homeowner-direct listings on NewNest SmartMatch are visible to authenticated registered users of the platform as a privacy feature for homeowners. Users are responsible for understanding and complying with any regulatory requirements that may apply to marketing their property, including any obligations related to real estate board listing rules. NewNest does not provide legal or regulatory compliance advice.

4.9 Third-Party Listings

You may not submit a listing for a property that is currently under an exclusive listing agreement with another brokerage unless you have obtained written permission from that brokerage. By submitting a realtor listing, you represent and warrant that you have the necessary brokerage and seller authorization to list the property on our platform. Any claims or disputes arising from unauthorized listings shall be the sole responsibility of the submitting user.

5. Indemnification

You agree to indemnify, defend, and hold harmless NewNest, its owners, officers, directors, employees, agents, affiliates, and successors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or in connection with:

• Your use of the Service or any activity related to your account
• Any listing content you submit, including any claims of inaccuracy, misrepresentation, fraud, non-disclosure, or infringement
• Your breach or alleged breach of these Terms
• Your violation of any applicable law, regulation, or professional standard, including but not limited to REBBA, RECO rules, or MLS® regulations
• Any dispute between you and any third party, including but not limited to property buyers, sellers, other realtors, brokerages, or regulatory bodies
• Any failure to obtain required consents, authorizations, or permissions before submitting a listing
• Any claim that your listing or conduct infringes the rights of any third party

This indemnification obligation shall survive the termination of your account and these Terms. If NewNest is named in any legal proceeding as a result of your listing or conduct, you agree to cooperate fully in the defense and to reimburse NewNest for all costs incurred in connection with such proceeding.

6. Intellectual Property

All content, features, and functionality of the Service, including but not limited to our matching algorithms, style analysis methods, scoring systems, and user interface designs, are owned by NewNest and are protected by copyright, trademark, and other intellectual property laws.

You may not:

• Copy, modify, or distribute our proprietary algorithms or methods
• Reverse engineer, decompile, or disassemble any part of the Service
• Scrape, harvest, or collect data from the Service using automated means
• Reproduce or redistribute any portion of the Service without written permission
• Use the Service to develop competing products or services

7. Prohibited Activities

You are expressly prohibited from:

• Using automated systems, bots, or scrapers to access the Service
• Attempting to gain unauthorized access to our systems or databases
• Interfering with or disrupting the Service or servers
• Impersonating any person or entity
• Transmitting malware, viruses, or other harmful code
• Submitting false, misleading, or deceptive listing information
• Listing properties without the property owner's written consent
• Advertising properties under contract with another brokerage without their permission

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, NewNest makes no warranty or representation that:

• The Service will be uninterrupted, timely, secure, or error-free
• Any listing information provided by users is accurate, complete, reliable, current, or lawful
• Home valuations, affordability calculations, or style matches are accurate or suitable for any purpose—these are estimates only and should not be considered professional appraisals, financial advice, or guarantees
• Any particular result will be achieved through the use of the Service
• Any listing complies with applicable laws or regulations

Users should independently verify all listing information and seek qualified professional advice (including legal, financial, and real estate professionals) before making any decisions based on information obtained through the Service.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEWNEST, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your use of or inability to use the Service
• Any listing content submitted by any user, including inaccurate or misleading information
• Any transaction or interaction between users of the Service
• Any decisions made based on information provided through the Service, including property purchases, sales, valuations, or financial calculations
• Unauthorized access to or alteration of your data or transmissions
• Any conduct or content of any third party on the Service

IN NO EVENT SHALL NEWNEST'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO NEWNEST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT NEWNEST HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

10. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, either party may submit the matter to binding arbitration administered in the Province of Ontario under the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted by a single arbitrator, in English, and the decision of the arbitrator shall be final and binding on both parties.

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against NewNest.

11. Release

You hereby release and forever discharge NewNest and the Indemnified Parties from any and all claims, demands, damages, losses, costs, expenses, and liabilities of every kind and nature, known or unknown, arising out of or in any way connected with disputes between you and one or more other users of the Service, or between you and any third party in connection with the Service, including but not limited to disputes relating to property listings, showing arrangements, property transactions, or the accuracy of listing information.

12. Termination

We reserve the right to terminate or suspend your access to the Service at any time, without notice or liability, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties. This includes, but is not limited to, submitting false or misleading listing information, listing properties without proper consent, or violating any applicable real estate regulations. Upon termination, all provisions of these Terms which by their nature should survive shall survive, including but not limited to indemnification, limitation of liability, release, and dispute resolution provisions.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions. Subject to the dispute resolution clause above, any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Ontario.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

15. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by NewNest on the Service, constitute the entire agreement between you and NewNest concerning your use of the Service. These Terms supersede any prior agreements or understandings, whether written or oral, relating to the subject matter hereof.

16. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by updating the “Last updated” date at the top of this page. Continued use of the Service after such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

17. Contact

For questions about these Terms, please contact us at: darby@newnestteam.ca