Terms of Use/License Agreement – NLA

IMPORTANT! CAREFULLY READ THIS LICENCE AGREEMENT BEFORE CONTINUING. BY AGREEING TO THIS LICENSE, YOU INDICATE YOU HAVE READ THIS AGREEMENT, UNDERSTAND AND ACCEPT ALL THE TERMS & CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.

1. MONITORING OF USAGE: Rogers Publishing Limited and its affiliated companies (“Rogers”) [through its products CARD™, CARDonline™ or other databases made available to subscribers] retains the right to monitor all accounts to determine the amount of usage and the types of searches being conducted, including the monitoring of selected records within the Database.

2. RESTRICTIONS: The content is solely for your own purpose. No transfer of Data Subsets to any third party is allowed. You may not use the Data for the purpose of providing any services to other parties, whether or not for profit, including but not limited to: providing mailing lists, sales prospecting lists, survey lists, broadcast faxes, broadcast email, publishing of directories, or any other information or consulting service which provides or prepares information via computer. You may not use, copy, distribute, translate, transmit, merge, modify, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to another party in any format or media whatsoever, the Data in any way except as expressly provided for herein. You must take all necessary precautions to prevent anyone else from violating the terms of this Agreement. This section shall survive the termination of this Agreement. You may not use any Data or any amount of Data for mass marketing purposes, either yourself or by way of a third party and You shall at all times comply with and use the Data in compliance with all applicable laws including without limitation Canada’s Anti-Spam Law (CASL) and applicable regulations. If you are found to be in contravention of this Agreement and/or applicable laws, Rogers reserves the right to terminate this Agreement and seek compensation for any and all losses or costs associated with any such unauthorized use including, without limiting the generality of the foregoing, all legal fees in any country.

3. LICENSE REQUIREMENTS:
a) Regular, non-IP-recognition accounts: CARDonline™ requires each individual user to pre-register to obtain a unique, registered User ID and Password to access the web site in all non-IP-recognition accounts. A license is required for each user within an organization. Sharing a User ID and Password is strictly prohibited and may result in termination of your account without reimbursement. CARDonline™ license fee is based on the total number of individual users within an organization, not simultaneous or concurrent users. Additional user IDs can be purchased at a special additional seat price and activated immediately. Please contact us for further details.
b) IP-recognition accounts: CARDonline™ account with IP-recognition offers unobstructed log-ins for anyone accessing CARDonline™ from your IP address, thereby eliminating the requirement for individual IDs and Passwords. CARDonline™ IP-recognition accounts are licensed according to a pre-determined total number of users that may log in from that IP address. It is the licensee’s responsibility to manage and enforce the total limit as outlined on this agreement.

4. LICENSE TERMINATION:
(a) CARDonline™ license agreements are renewed automatically on an annual basis, commencing 12 months after the original date of activation, at the then current year’s rate, SUBJECT TO ROGERS’ AUTHENTICATION of your use and accessibility as outlined in the license agreement, at Rogers’ sole discretion. IF YOU FAIL TO PAY THE THEN-CURRENT ANNUAL RATE DUE WITHIN 30 DAYS OF INVOICE, YOUR LICENSE AGREEMENT FOR ACCESS MAY BE IMMEDIATELY TERMINATED AT ROGERS SOLE DISCRETION. Data extracted, exported, printed or in any other format cannot be used in any way if you violate this license agreement, your account has expired or your account is not in good standing.
(b) Rogers will immediately terminate your license agreement and use of the account in the event you or your authorized users use the information and data within the Database in contravention of applicable laws including without limitation CASL and/or for mass marketing purposes at any level and within any country. Data extracted, exported, printed or in any other format cannot be used by you or any sub-licensee in any manner or media if your license has expired, you violate any terms of this license agreement, or your account is not in good standing; and will be responsible for any costs associated with such unauthorized use.

5. COPYRIGHT: This Database and associated web site(s) is protected by copyright and associated intellectual property laws in Canada, the United States and Internationally. All rights to the Database, content and web site design are owned by Rogers. By accessing and/or downloading Data, you do not become the owner of the Data, but are entitled only to use it in accordance with the terms and conditions of this Agreement.

6. DATA CONDITIONS: Except as specifically provided herein, Rogers provides the CARDonline™ Database and all resulting Data Subsets ‘AS IS’. Rogers gives no express or implied warranties, representations, promises or guarantees of any kind, statutory or otherwise, with respect to the Database, its functions, contents, or user documentation. While Rogers makes every effort to keep the CARDonline™ Database complete, accurate and up to date, the entire risk as to the quality and performance of the Database and the results from use of selected Data Subsets is with you. You assume all responsibility for selection of the Data Subsets needed to achieve your intended results, and for the use of and results obtained from the Data Subset.

7. LIMITATION OF LIABILITY: In no event will Rogers be liable for any damages including but not limited to, any lost profits, lost savings, indirect, special, incidental, economic or consequential damages, arising out of the use, or inability to use the Database or Data Subsets, or for claim by any other party. In no case will Rogers be liable, in any legal claim in any way connected with the use of the CARDonline™ web site or the Database, for more than the amount paid by you for the use of the Data. Rogers’ entire liability and your exclusive remedy shall be at the sole option of Rogers to either refund the amount you paid for the Data Subset or provide you with corrected items.

8. MISCELLANEOUS TERMS:
a) Licensees acknowledge that the Database, all contents and communications are provided in English only.
b) Subscriber licensees who elect a “Bill Me” option herein must submit payment in full prior to the activation of the license.
c) These terms are subject to change from time to time at Rogers’ sole discretion. Licensees are responsible for referring to the Terms of Use on the website for up-to-date changes in the license terms herein.

9. GRANT OF LICENSE
Rogers Publishing Limited (“Rogers”) hereby grants you, the Licensee (as fully described in your application for the license herein, and on the invoice therefor) a non-exclusive, non-transferable license(s) (The License) to access and use any printed reference guides and/or the CARD™, CARDonline™ database as set out in your invoice (collectively, the “Licensed Materials”) in accordance with the terms and conditions of this Agreement. It is understood and agreed that the License shall include access by the designated number of sub-licensees as set out in your application for the License and the associated invoice. Therefore, You, the Licensee, are responsible for maintaining the list of sub-licensees and keeping it current; failing which you shall be deemed to be in contravention of the Licensed terms herein.

10. FEES
The License is conditional upon you, the Licensee paying license fees as set out in the rate card and/or invoice related to your use of the Database and Subset, plus taxes payable in advance on an annual basis. If payment is not received within 30 days of invoice date or activation date, whichever is earlier, your license will be immediately terminated, you will be expressly prohibited from using any information obtained from the Database, and you may be subject to payment of collection fees payable for the period of time to which you have had access to the Database.

11. LIMITED WARRANTY
Rogers hereby disclaims all warranties and conditions including the implied warranties of merchantable quality and fitness for a particular purpose. No oral or written information or advice given by Rogers, its representatives, agents or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on such information or advice.
Rogers does not warrant that the Licensed Materials will meet your requirements or that the Licensed Materials will operate error-free or uninterrupted. Rogers does not warrant, guarantee or make any representations regarding the use, or the results of the use, of the Licensed Materials in terms of correctness, accuracy or completeness of the information contained in the Licensed Materials. You assume the entire risk as to the results and performance of the Licensed Materials.
VIRUSES OR OTHER HARMFUL COMPONENTS. You expressly agree that use of the Database CARDonline™ is at your sole risk and on an ‘as is’ basis at all times.

12. GENERAL
This Agreement shall be governed by the laws in force in the Province of Ontario and Canada, as applicable. You acknowledge that any breach of this Agreement may cause irreparable harm to Rogers and you therefore agree that on any such breach, Rogers and/or any of its affiliated companies, assignees or parent organization shall be entitled to obtain injunctive or other equitable relief to enforce your obligations under this Agreement. This Agreement may not be modified except by a written agreement signed by you and at least two (2) offices of Rogers.
Intellectual Property Rights
Nothing contained within the CARDonline™ Database should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trade-marks, logos, or other names, including but not limited to those identifying Rogers and/or its affiliates and related companies or their respective products and services displayed on CARDonline™, without the express written consent of Rogers or such third party that may own such trade-marks, logos and other names displayed on CARDonline.
You agree to immediately notify Rogers on becoming aware of any unauthorized use of your account and to take such reasonable steps as are necessary to prevent any re-occurrence of such event. Rogers reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter, subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.