Please read the following carefully.

IMPORTANT! These Terms of Use, together with the other documents referenced and linked below (collectively, the “Agreement”), describe your rights and responsibilities concerning your receipt of online services offered by KeyTree Property Management Inc.and all related parties (collectively, “KeyTree”), including via the KeyTreepm.com website or other websites offered, owned and operated by KeyTree (collectively, the “Services”). In this Agreement, the terms “we”, “our” and “us” refer to KeyTree.

Your use of the Services, including through a visit of the KeyTreepm.com website (the “Website”) constitutes your acceptance of this Agreement and all related policies and guidelines of this Website, including our Privacy Policy, as described in this Agreement, which is incorporated by reference. Therefore, please take the time to review them carefully.

If you do not agree with some or all of these terms, do not use the Website.

If you are accessing our Website on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (“Company”), by accessing our Website, you represent and warrant that you are authorized to accept these terms on behalf of the Company and bind such Company.

1. Use and Accuracy of Information

The Website is provided for general information only. Although KeyTree uses commercially reasonable efforts to ensure that the information contained on the Website is accurate, errors and/or inaccuracies may occur. KeyTree does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on the Website. KeyTree may change or update information on the Website at any time without notice. We make no representations that the Website is compatible with, or will function or operate with your device or equipment.

Information contained on the Website, including information relating to plans, specifications, pricing, availability, features and amenities is approximate only and is subject to change at any time and in any manner whatsoever in order to comply with building site conditions and municipal, structural and developer and/or architectural requirements. KeyTree further reserves the right to make modifications or substitutions to project design, specifications, features, appliances, pricing and floor plans in its sole discretion and without notice or obligation. Dimensions, square footage and floor plans are illustrative, approximate and provided for reference only. Final dimensions, square footage and floor plans may vary and will be determined by final strata plan measurements. The information and materials provided on the Website do not constitute professional or legal advice. None of the materials or information is an offering for sale. Any such offering may only be made with a disclosure statement. E.& O.E.

2. Relationship

The use of this Website or the Services provided herein does not create a client or other advisory relationship between you and KeyTree. KeyTree is not your agent, fiduciary, trustee, or other representative.

KeyTree is not providing real estate or leasing advice to you. You should seek professional and/or legal advice and complete your own independent investigations prior to any potential purchase or lease of real estate.

3. Other Terms

You understand and acknowledge that your use of the Services and Website is also governed by the KeyTree Privacy Policy (above) which you have read and understand, and to which you agree, as KeyTree may amend such policy from time to time. You hereby consent to the collection, use and disclosure of your personal information by us and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy Policy. In addition, you also agree that your use of the Services and our Website may also be subject to such other policies and procedures as may be conveyed to you by us from time to time, including via the Services or on the Website.

4. Ownership

(a) All of the content on or made available via the Website, including without limitation all of the page headers, names, images, illustrations, information, photographs, artwork, designs, graphics, audio clips, video clips, multimedia clips, interfaces, text, software, code, data, displays, the Website’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names and the design, selection, arrangement and presentation of the Website as a collective work and/or compilation (collectively “Material”) is the property of us or our licensors, as are all related trade-mark, copyright, patent and/or other intellectual property and other proprietary rights.

(b) The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and KeyTree owns or licenses all copyright in the selection, co-ordination, arrangement and enhancement of the Material.

(c) All company names, brand names, trade-marks and logos are the property of their respective owners, including without limitation, all trade-marks owned by KeyTree. No part of the Services and nothing contained in the Website will be construed as granting any license or right to use any trade-marks, service marks or any other intellectual property (whether by implication, estoppel or otherwise), including our trade-marks, except with our express written permission or such other party that may be the owner thereof.

(d) We may, from time to time, provide you with information, documents or resources, verbally, electronically or written (collectively, “Documentation”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is our exclusive property or licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Documentation. The restrictions set out in this Agreement do not apply to the limited extent the restrictions are prohibited by applicable law.

5. Permitted Use of the Website; Prohibitions

(a) You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or post the Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material. Any use of any of the Material (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.

(b) We expect that you will access and use our Website in a professional, responsible and business-like manner in accordance with applicable laws when uploading User Content (as defined below) through the Website. You must not submit, publish or otherwise disseminate to KeyTree or through the Website anything which: (i) defames, libels or invades the privacy of any person; (ii) is obscene, pornographic, abusive or threatening; (iii) infringes on any intellectual property or other rights of any person or entity; (iv) has contaminating or destructive properties (i.e. software viruses); (v) violates any law; (vi) advocates or describes any illegal activity; or (vii) advertises or solicits funds for goods or services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials.

(c) You are not obligated to provide us with any questions, suggestions, ideas and other information (collectively, “Suggestions”) regarding our Website. However, if you do provide us with Suggestions, then we retain all rights to any Suggestions that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.

(d) You may not and may not authorize any other person to: (i) co-brand our Website; (ii) frame our Website; or (iii) hyperlink to our Website, without the express prior written permission of an authorized representative of KeyTree. For purposes of this Agreement, “co-branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Website or which may confuse a user as the nature of the relationship between us and any party. You will cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.

(e) You further agree that you must use our Website for lawful purposes only and represent and warrant that you will not use our Website to:

(i) e-mail, provide us with or otherwise transmit any Suggestions or User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(ii) e-mail, provide us with or otherwise transmit any Suggestions or User Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;

(iii) remove any proprietary notices or labels, or any promotional or advertising material, from our Website;

(iv) e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(v) impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Website or otherwise communicating with us;

(vi) upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Website’s infrastructure or limits the functionality of any KeyTree or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(vii) interfere or attempt to interfere with or disrupt our Website, including but not limited to our servers or networks connected to our Website, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Website or disobeying any requirements, procedures, policies or regulations of networks connected to our Website;

(viii) direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;

(ix) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Website or any User Content;

(x) modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any portion of our Website;

(xi) collect, use, disclose, store or distribute any User Content or other personal information of a third party without their express consent;

(xii) transmit any information or User Content known by you to be false, inaccurate or misleading; or

(xiii) transmit any information or User Content that is intimate, private or that you would not want the public to view or have access to.

(f) KeyTree may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the Website for any reason and without any liability to you whatsoever.

(g) We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.

6. Third Party Content

(a) Our Website may also contain information or materials (“Third Party Content”) that is owned or provided by persons other than KeyTree (“Third Party Providers”). We make no representations and warranties with respect to any such Third Party Content and do not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers on our Website does not mean, unless expressly stated otherwise, that we endorse or agree with such Third Party Content.

(b) You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.

(c) You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use.

7. Links

The Website may contain links to other web sites that are independently owned and operated by third parties. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by KeyTree of the linked web site or information contained therein. We have no control over such third party sites. Your use of such sites, including any information, material and services in these sites and your dealings with the owners or operators of these sites, is solely at your own risk. These other sites may have their own privacy policies and are not governed by our Privacy Policy. We are not responsible for the privacy practices or the content of any sites owned and operated by any third parties. Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.

8. User Content

(a) By using our Services and Website, you may have the opportunity to post, upload or otherwise make available content (such as data, text and any information or materials) to the Website (“User Content”). You agree to only upload User Content to which you own all proprietary right, title and interest, or have a license or written consent from the owner to upload such User Content to our Website.

(b) If you upload User Content that is the personal information of a third party, you agree that you will only do so after you have obtained consent to do so in accordance with applicable privacy laws. You hereby confirm that any and all User Content provided by you to us complies with all applicable laws.

9. Errors and Inaccuracies; Disclaimer of Warranties

(a) You understand that we will use commercially reasonable efforts to provide our Website, Material and Documentation but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial, from the use of our Website, Material and Documentation. You also understand that our Website, Material and Documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Website, Material and Documentation will be at your own risk and that you must evaluate and bear all risks associated with the use of our Website, Material and Documentation. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF AND RESULTS FROM USING OUR WEBSITE, MATERIAL AND DOCUMENTATION. YOUR USE OF OUR WEBSITE, MATERIAL AND DOCUMENTATION IS ENTIRELY AT YOUR OWN RISK.

(b) We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Website or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. YOUR USE OF THE INTERNET IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM ANY INTERNET ACCESS OR OUR DOCUMENTATION, MATERIAL OR WEBSITE.

(c) The Website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.

(d) YOUR USE OF OUR WEBSITE, MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS”, “WHERE IS”, “AS AVAILABLE”, WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEYTREE AND ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MEMBERS AND SUPPLIERS OF KEYTREE DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS WITH RESPECT TO THE WEBSITE, ITS CONTENTS AND ALL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, QUIET ENJOYMENT OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, MATERIAL AND DOCUMENTATION IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. FOR GREATER CLARITY, WE DO NOT REPRESENT OR WARRANT THAT: (I) OUR WEBSITE, MATERIAL OR DOCUMENTATION DOES NOT AND WILL NOT INFRINGE, OR BE SUBJECT TO ANY INTELLECTUAL PROPERTY CLAIMS, OR A CLAIM OF INFRINGING THE TRADEMARK OR OTHER RIGHTS OF ANOTHER PARTY; (II) OUR WEBSITE, MATERIAL OR DOCUMENTATION WILL BE UNINTERRUPTED, FUNCTIONAL, SECURE, RELIABLE, ACCURATE, COMPLETE, CURRENT, USEFUL, SUITABLE, SECURE OR ERROR-FREE; (III) OUR WEBSITE, MATERIAL OR DOCUMENTATION WILL BE SUITABLE, ACCURATE, CORRECT, RELIABLE, COMPLETE, TIMELY, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS IN ANY WAY; (IV) ANY DEFECTS IN OUR WEBSITE, MATERIAL OR DOCUMENTATION WILL BE CORRECTED; AND (V) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT.

We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to, use of, or browsing on the Website or you downloading of any Material or Documentation, or inability to do any of the foregoing.

10. Limitation of Liability

YOUR USE OF THIS WEBSITE IS UNDERTAKEN AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL KEYTREE OR ANY DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AGENTS, MEMBERS AND SUPPLIERS OF KEYTREE (“ASSOCIATED PERSONS”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH: (I) YOUR ACCESS TO OR USE OF THIS WEBSITE, YOUR RELIANCE ON ANY MATERIAL OR DOCUMENTATION, OR ANY CONSEQUENCES FLOWING THEREFROM; (II) YOUR USE OF OR INABILITY TO USE OUR WEBSITE, MATERIAL AND DOCUMENTATION; (III) YOUR VIOLATIONS OF TRADEMARK INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHTS; (IV) ANY FAILURE OF PERFORMANCE OF OUR WEBSITE, MATERIAL AND DOCUMENTATION, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; (V) ANY THIRD PARTY CONTENT OR HYPERLINKED SITES; OR (VI) ANY OTHER MATTERS RELATING TO OUR WEBSITE, MATERIAL AND DOCUMENTATION, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT WE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS, FAILURE TO REALISE ANTICIPATED BENEFITS, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZED UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC OR PERSONAL LOSS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF KEYTREE OR THE ASSOCIATED PERSONS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WE EXPRESSLY DISCLAIM ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF KEYTREE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED CDN $5,000.

IF YOU ARE DISSATISFIED WITH THE WEBSITE, ANY MATERIAL OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

11. Indemnification

You agree to defend, indemnify and save harmless KeyTree and all directors, officers, employees, contractors, agents, members, suppliers and successors and assigns of KeyTree (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use or misuse of the Website, Material or Documentation or your breach of this Agreement, including your failure to appropriately obtain consent from a third party. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Website, Material and Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties.

When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all legal fees and expenses incurred by us with respect to such response.

This defence and indemnification obligation will survive termination of this Agreement and your cessation of use of the Website.

12. System Security

You are prohibited from using any services or facilities provided in connection with our Website to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of this Agreement and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating this Agreement.

13. Governing Law and Jurisdiction

This Agreement and your use of the Services (including access to the Website) will be governed by and interpreted exclusively in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in Ontario, excluding its conflict of laws rules and all private international laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.

You further agree that despite being available from a variety of jurisdictions, the Services (including access to the Website) will be deemed solely based in the Province of Ontario, Canada; and that the Services and the Website will be deemed to be passive in nature and not giving rise to personal jurisdiction over KeyTree in jurisdictions other than the Province of Ontario.

You hereby consent and submit to the exclusive jurisdiction of the courts located in the Province of Ontario in respect of all disputes arising out of or relating to your use of or inability to use the Services and this Agreement and any claims arising from such disputes will be filed only in a court located in Toronto, Ontario, Canada. Your use of our Website and Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Website, Material or Documentation in any such circumstances.

Notwithstanding the foregoing, you agree that nothing herein precludes KeyTree’s application for injunctive remedies or other urgent legal relief in any jurisdiction.

14. Termination

You acknowledge and agree that this Agreement shall remain in effect for so long as you use our Website, Services or Documentation. You agree that this Agreement can only be terminated by you once you have stopped using our Website, Services or Documentation. We reserve the right to suspend or terminate your use of our Website, Services or Documentation and remove and discard any information related to you and your use of our Website or Documentation at any time, for any reason, with or without cause, if we believe that you are violating this Agreement in any way. If you are dissatisfied with our Website, Material or Documentation, including this Agreement, your sole remedy is to discontinue using our Website, Material or Documentation by ceasing to use the Website.

15. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. KeyTree may assign this Agreement and the rights and obligations granted hereunder without your consent.

16. Third Party Beneficiary

Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, KeyTree and the Associated Persons.

17. Headings

The headings used in this Agreement are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of this Agreement.

18. Language

You agree that English will be the language of our Website and of all transactions occurring in connection with our products and services, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that this Agreement have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.

19. Severability; Waiver

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

20. Survival

The provisions of Sections 1-2, 4-5 and Sections 9-22 will survive termination of the Agreement, howsoever occasioned.

21. Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of the Services and Material, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. In the event of a conflict between the provisions of this Agreement and the provisions of any other document or agreement incorporated or referenced herein, this Agreement will govern to the extent of the inconsistency.

22. Modifications to this Agreement

We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time in our sole discretion. We will notify you of any changes to this Agreement by posting notice of such changes on the Website. Any changes will be effective upon the posting of the changes on our Website. Your use of our Website will be subject to the most current version of this Agreement posted on our Website at the time of such use. You agree that we have this right, and that your continued use of the Services and our Website following notice of such change means that you agree to and accept the amendments. Please consult this Agreement regularly. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF OUR WEBSITE.

Questions about our Services, or regarding your rights and responsibilities under this Agreement, can be directed to info@keytreepm.com.

23. Last Modified

This Agreement was last modified on October 28, 2019.