GENERAL TERMS AND CONDITIONS FOR USE OF INFOCANADA DATA
In this agreement (the “Agreement”), the words “you” and “your” refer to the party utilizing the InfoCanada Data and the term “InfoCanada Data” refers to any data or services provided by InfoCanada and/or its affiliated companies.
LIMITED LICENSE: Upon your acceptance of this Agreement and full and proper payment of all amounts due to InfoCanada, InfoCanada grants you a personal, nontransferable and nonexclusive license to possess and use the InfoCanada Data solely for your direct marketing and customer prospecting purposes in strict accordance with the terms of this Agreement for a maximum period of one (1) year, unless otherwise specified. Upon expiration or termination of this Agreement, you shall immediately discontinue your use of the InfoCanada Data.
YOUR RESPONSIBILITIES: Except to the extent specifically authorized in writing by InfoCanada, you cannot share or sell the InfoCanada Data and you are responsible to InfoCanada for any use of it. You agree and warrant that: a) you will not provide access to any portion of the InfoCanada Data to any unauthorized party without the prior written consent of InfoCanada; b) you shall use your best efforts to prevent the misuse and unauthorized use of the InfoCanada Data; c) you will not use any InfoCanada Data for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any similar statute or regulation; c) you shall not name InfoCanada or its affiliated companies or refer to the use of InfoCanada Data in any advertisements, promotional or marketing material; and d) you shall indemnify and hold harmless InfoCanada, its affiliated companies and their respective officers, employees and agents (“Indemnified Parties”) against any loss, liability, damage, cost or expense (including, but not limited to, reasonable attorneys’ fees and legal costs) suffered or incurred by any Indemnified Party, arising out of or in any way related to your use of the InfoCanada Data or the breach of this Agreement.
COMPLIANCE MONITORING AND ENFORCEMENT: It is an express condition of this Agreement that in using the InfoCanada Data: a) you and any authorized users shall fully comply with the terms of this Agreement and all applicable federal, state, foreign and local statutes and regulations, including, but not limited to, laws and regulations regarding telemarketing, email, fax marketing, customer solicitation and privacy; b) you and any authorized users shall comply with all applicable Canadian Marketing Association (“CMA”) guidelines and Direct Marketing Association (“DMA”) guidelines, if you or your authorized users are CMA or DMA members. If you or your authorized users are not CMA or DMA members, you and your authorized users are encouraged to comply with all applicable CMA and DMA guidelines; and c) that you and any authorized users shall comply with the Canadian Radio-Television & Telecommunications Commission’s regulations regarding the use of Automatic Dialing-Announcing Devices and Conditions for Unsolicited Live Voice and Facsimile Calls for the Purpose of Solicitation as amended from time to time. InfoCanada further reserves the right to review materials to be used by you in promotions to ensure that your use of the InfoCanada Data is both appropriate and in accordance with the permitted uses of the InfoCanada Data; however, InfoCanada’s failure to review any such materials shall not constitute InfoCanada’s acceptance of the materials or in any other way waive any rights InfoCanada may have or limit any obligations you may have with regard to the use of the InfoCanada Data. InfoCanada may also randomly monitor (through seeding and other means) your use of the InfoCanada Data to ensure that your use is in accordance with the permitted uses of the InfoCanada Data.
EXCLUSIVE LIMITED WARRANTY AND LIMITATION OF LIABILITY: ALL INFOCANADA DATA IS PROVIDED ON A STRICTLY “AS IS” BASIS. INFOCANADA DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS OR COMPLETENESS OF THE INFOCANADA DATA AND EXCEPT AS EXPLICITLY PROVIDED FOR BELOW, INFOCANADA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN LIEU OF ANY AND ALL SUCH WARRANTIES, INFOCANADA OFFERS TO YOU THE FOLLOWING LIMITED WARRANTY. YOU SHALL HAVE 14 DAYS AFTER RECEIPT OF THE INFOCANADA DATA, TO INSPECT IT AND NOTIFY INFOCANADA OF ANY PROBLEMS OR MISTAKES. IF INFOCANADA HAS MADE A MATERIAL MISTAKE, THEN INFOCANADA WILL CORRECT THE MISTAKE AT NO ADDITIONAL CHARGE. IF YOU DON’T NOTIFY INFOCANADA OF ANY PROBLEMS OR MISTAKES WITHIN THE 14 DAY PERIOD INFOCANADA SHALL HAVE NO OBLIGATION WHATSOEVER TO YOU. YOU EXPRESSLY AGREE THAT INFOCANADA SHALL NOT BE LIABLE FOR LOSSES, DAMAGES, OR INJURIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO GENERAL, DIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES CAUSED IN WHOLE OR IN PART BY THE USE OF THE INFOCANADA DATA WHETHER SUCH DAMAGES ARE ASSERTED IN AN ACTION BROUGHT IN CONTRACT, IN TORT OR PURSUANT TO SOME OTHER THEORY AND WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE OR SHOULD THIS LIMITED WARRANTY FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL INFOCANADA’S ENTIRE LIABILITY EXCEED THE TOTAL AMOUNT YOU PAID TO INFOCANADA UNDER THIS AGREEMENT.
(a) This Agreement shall be governed and construed by the laws of the State of Nebraska, without regard to any conflicts of law principles. Additionally, any action relating to any provision of this Agreement or your use of the InfoCanada Data shall be brought within the jurisdiction of the courts located within Douglas County, Nebraska.
(b) The terms and conditions set forth in this Agreement, along with any additional terms which may be provided which relate to the specific InfoCanada Data provided constitute the entire agreement between you and InfoCanada on the subject matter. Any additional or different terms or conditions in any other document, including without limitation any of your purchase orders, shall be of no effect.
(c) This policy may be amended from time to time at the discretion of InfoCanada.
(d) Without limiting any other remedies it may have at law or in equity, InfoCanada reserves the right to terminate this Agreement immediately without further notice if InfoCanada has reason to believe Customer is not complying with this or any other express condition of use.
USE OF THE INFOCANADA DATA PROVIDED CONSTITUTES YOUR CONSENT TO THIS AGREEMENT.
DO NOT USE THE INFOCANADA DATA IF YOU FIND THESE TERMS UNACCEPTABLE.
Effective Date: June 1, 2008