Welcome to the “CLICKHEAT&AIR” website operated by Grey Matter Data Inc. (“Grey Matter“).
“CLICKHEAT&AIR” is a web-based service whereby individuals can use the integrated tools to compare mortgage
rates and connect with mortgage brokers and providers (the “Service“).
By using the “CLICKHEAT&AIR” website (the “Website“) and, in consideration of the mutual benefits to you and
Grey Matter relating to your use of the Website and/or becoming a subscriber (“Subscriber“) and receiving the
benefits of the Service, you agree to be bound by these Terms of Use (this “Agreement“), whether or not you
register as a Subscriber.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE ANY OF THE WEBSITE AND/OR THE SERVICE.
This Agreement sets out the legally binding terms of your use of the Website and the Service and your
subscription in the Service and may be amended, varied or modified by Grey Matter from time to time as set out
below:
Representations and Eligibility
You must be 18 years of age or older to register as a Subscriber or use the Website. Any subscription is void
where prohibited. By using the Website and/or the Service, you represent and warrant to Grey Matter that you
have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and
conditions of this Agreement. You may not authorize others to use your administrative account or otherwise
assign or transfer your rights as a Subscriber to any other person or entity without the express written consent
of Grey Matter. You agree that we may rely on all registration or Subscriber data provided to us by you as
accurate, current and complete and you acknowledge that Grey Matter reserves the right to terminate this
Agreement and your use of the Service (without any fee refunds) if such registration or Subscriber data is
untrue, inaccurate, not current or incomplete in any respect.
Term of Agreement
This Agreement will remain in full force and effect while you use the Website, the Services and/or are a
Subscriber. You may terminate your subscription at any time, for any reason by following the termination
procedures set out in the Website or upon receipt by Grey Matter of notice of termination from you in writing or
by email. Grey Matter may terminate your subscription for any reason at any time without notice to you.
Following termination of this Agreement for any reason whatsoever, you agree to remain bound by the terms and
conditions of this Agreement.
Use of Service
You agree that Grey Matter has no responsibility or liability for the deletion, corruption or failure to store
any publicly or privately displayed content, messages, photos, videos, profiles, text or other written or
graphical content, materials or communications maintained or transmitted on the Website or by the Service. Your
use of the Services is subject to any limitations, conditions and restrictions established by Grey Matter from
time to time and Grey Matter may alter, suspend or discontinue any aspect of the Service at any time including
the availability of any Service feature, database or content and Grey Matter may impose limits on certain
features and aspects of the Service (or restrict your access to all/parts of the Service) from time to time
without notice or liability.
Proprietary Rights
Grey Matter owns and retains all proprietary rights, title and interest in and to each of the Website, the
Service and the software used to provide the Service. The Website, the Service and related software contains the
copyrighted material, trademarks and/or other proprietary information of Grey Matter and its licensors, partners
and/or advertisers. All other trademarks, logos, service marks, company or product names of any third parties
set forth in the Website are the property of their respective owners. Except for any information which is in the
public domain or where express written permission has been granted to you by Grey Matter, you agree not to copy,
modify, publish, transmit, re-transmit, distribute, perform, display or sell any such proprietary information
contained in the Website.
Privacy Policy
The personal information (including sensitive personal information) you provide to Grey Matter will be stored on
our servers and in our databases. Use of the Website and the Service is expressly governed by our Privacy Policy
which details, among other things, the uses to which Grey Matter may make, from time to time, of your personal
information and your consent to such uses by us from time to time.
Disclaimers
Grey Matter assumes no responsibility for any error, omission, interruption, deletion, defect, delay in
operation or transmission, communications line failure, theft or destruction or unauthorized access to, or
alteration of, data, or Subscriber account details. Grey Matter is not responsible for any problems or technical
malfunction of any telephone network or lines, computer online systems, servers or providers, computer
equipment, browser or other software, failure of email on account of technical problems or traffic congestion on
the internet or at any Website or combination thereof, including injury or damage to users and/or Subscribers or
to any other person’s computer related to or resulting from participating or downloading materials in connection
with the Website and/or in connection with the Service. Both the Website and the Service are provided on an “as
is” basis and Grey Matter expressly disclaims any kind of express, implied or statutory warranty or condition
including warranties as to merchantability or fitness for a particular purpose or non-infringement. Grey Matter
does not and cannot guarantee or promise that any Subscriber will achieve or realize any specific result(s) from
use by such Subscriber of the Website and/or the Service. Grey Matter does not warrant that your use of the
Website or the Service will be secure, uninterrupted, always available, error-free or will meet your
requirements or that any defects in the Service will be corrected and Grey Matter disclaims any liability for,
and no warranty is made with respect to, connectivity and availability.
Limitations and Exclusive Remedies
To the maximum extent permitted by law, in no event will Grey Matter, its directors, officers, employees,
shareholders or representatives be liable to you or any third person for any indirect, consequential, exemplary,
incidental, special or punitive damages (including, without limitation, lost profits, loss of data or programs,
cost of procurement of substitute services, service interruptions or physical, emotional or other damages)
arising from your use of the Website, the Service or the software used to provide the Service or the inability
to use same, even if Grey Matter or its agents have been advised of the possibility of such damages. If you are
dissatisfied with the Website and/or the Service or with these terms and conditions, your sole and exclusive
remedy is to discontinue using the Website and/or the Service.
Jurisdiction
Any disputes arising involving your use of the Website and/or the Service will be exclusively governed by the
laws of the Province of Ontario and the laws of Canada applicable therein without regard to its conflict of law
provisions. You expressly consent to the exclusive forum, jurisdiction and venue of the court of Ontario and/or
the Federal Court of Canada in Ontario or any other judicial district or jurisdiction as Grey Matter may
determine in any and all actions, disputes or controversies relating hereto. The parties specifically agree that
the performance of this Agreement, in all its respects, does not take place outside the jurisdiction of the
Province of Ontario, Canada.
Indemnification
You agree to defend, indemnify and hold harmless Grey Matter, its subsidiaries, affiliates, shareholder,
directors, officers, agents, partners, licensors and employees, from any loss, liability, claim, cost, expense,
suit, action, proceeding or demand (including reasonable legal fees and disbursements), made by any third party
due to or arising out of your use of the Website and/or the Service, whether or not in violation of this
Agreement, and/or arising from any breach of this Agreement.
Amendments
GREY MATTER RESERVES THE RIGHT, AT OUR SOLE DISCRETION, TO AMEND, MODIFY OR VARY (COLLECTIVELY, “AMENDMENTS”)
THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME AND SUCH AMENDMENTS SHALL BE EFFECTIVE UPON POSTING OF
SUCH AMENDED TERMS AND CONDITIONS ON THE WEBSITE. YOU AGREE TO REVIEW THE TERMS AND CONDITIONS OF THE WEBSITE
PERIODICALLY TO BE AWARE OF SUCH AMENDMENTS AND YOUR CONTINUED USE OF THE WEBSITE AND/OR THE SERVICE SHALL BE
DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH AMENDED TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY AMENDMENTS,
YOU SHOULD TERMINATE YOUR USE OF THE WEBSITE AND THE SERVICE.
Notices
Except as otherwise stated in these terms and conditions, Grey Matter reserves the right to provide notice to
you, from time to time, either by mail, e-mail or posting on the Website.
Functional Equivalency
You agree that electronic pages accessed by you on the Website are written documents and that by electronically
acknowledging by “clicking” any “buttons” stating “OK” or “I Accept”, “proceed”, “continue”, “approve” or
“buttons” with similar intent shall have the same legal effect as if you had placed your signature by hand and
provided hardcopy versions of such pages with intent to be legally bound with Grey Matter for their content. You
accept any records or documents stored or produced by Grey Matter through electronic means or device as
sufficient evidence for all purposes to establish such documents and the contents as correct, authentic and
binding on you.
Other Sites
The Website may include links to other web sites or resources and businesses operated by other persons or
entities (collectively, “Other Sites“). Other Sites are independent from Grey Matter, may have different or
inconsistent privacy policies or terms of use and services provided by such persons or entities and may be
provided under different terms and conditions. Grey Matter has no responsibility or liability for or control
over Other Sites, their business, goods, services, or content. Links to Other Sites are provided solely for your
convenience. Grey Matter does not sponsor or endorse any Other Sites or their content or the goods or services
available through those Other Sites. Your use of Other Sites and your dealings with the owners or operators of
Other Sites is at your own risk, and you shall not make any claim against Grey Matter arising out of your use of
any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and Grey Matter
the provisions of this Agreement under the section headed Disclaimers, Limitation and Exclusive Remedies, and
Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their
business, goods, services, and content.
Trade-marks
The trade-mark “CLICKHEAT&AIR” is a trade-mark of Grey Matter Data Inc. All graphics, logos, designs, graphical
user interfaces, icons, headers and scripts are the intellectual property of Grey Matter Inc. All rights in such
trade-mark and intellectual property is reserved to Grey Matter Inc. and you may not use same, in whole or in
part, without the express prior written consent of Grey Matter Inc.
Miscellaneous
This Agreement together with any rules, policies, privacy policies, guidelines or other agreements, which are
hereby accepted by you upon use of the Website and/or becoming a Subscriber and using the Service, contains the
entire agreement between you and Grey Matter regarding the use of the Website and/or the Service. No waiver by
either Grey Matter or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or
subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid or
otherwise unenforceable by a court of competent jurisdiction, such termination shall not affect the remaining
provisions contained herein. You do not have the right to assign this Agreement or any of your rights to the
Service to anyone. Grey Matter expressly reserves the right to assign all or any rights or duties under this
Agreement to any third party and, in such case, Grey Matter shall be relieved of any and all liability under
this Agreement.
