Terms Of Service Agreement (End User License Agreement) AS AT DECEMBER 15, 2005 ("Effective Date")
A) the user is an employee of a company which has a signed agreement with BookNet Canada to access this service and the user is familiar with, and agrees to be bound by, the terms therein;
B) These following standard terms apply:
DESCRIPTION OF SERVICE
CERTAIN SUBSCRIPTION OBLIGATIONS
You agree to: (a) provide true, accurate, current and complete information about yourself during the registration process and (b) promptly update the information in your account profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or BNC or its suppliers have reasonable grounds to suspect this, BNC or its suppliers have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof), including any transition rights.
You agree to maintain the confidentiality of the data provided to you through the Service, and any derivative works ("Data"), and the terms and conditions of this Agreement (including its Schedules), and not to disclose, sell, rent, lease, license, republish or otherwise transfer or give same to any third parties, including, without limitation, any media, whether or not you receive any compensation for doing so. You acknowledge that any unauthorized distribution, disclosure, or use of the Data, by you or anyone accessing the Data through you, will cause irreparable harm to BNC, its suppliers and/or those organizations providing BNC with data for the Service ("Data Sharing Participants") for which damages may not be adequate compensation and you therefore agree that in addition to any other remedies BNC or an affected Data Sharing Participants may have against you, BNC or any affected Data Sharing Participant, is immediately enterms_titled to equitable relief, including an injunction, without the posting of any bond, in order to stop any breach, continuing breach, or threatened breach of this Agreement.
You agree BNC (or its suppliers) may preserve and disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of BNC, its users and the public.
You shall indicate BookNet Canada or BNC SalesData as the source on any copies, excerpts, or derivative works of the Data, whether used by you internally or externally. You may engage a third-party analyst or services firm to provide you with analysis derived from the Data, so long as they are bound by an agreement with BNC (but no less protective of BNC than this agreement), and which governs the type of data and analysis you wish to share. Except as authorized by BNC, you shall not:
MEMBER ACCOUNT, PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your password, and for all activities that occur under your password or account. You agree to (a) immediately notify BNC of any unauthorized use of your password or account or any other breach of security, and (if applicable); and (b) exit from your account at the end of each session. You agree to hold BNC, and its suppliers harmless from any damage you or anyone else suffers arising from your failure to comply with this Section 5. If the end user is a sole proprietorship with employees, or a corporation with employees, then you, as end user, are responsible for the actions of your employees or partners as the case may be.
You agree to indemnify and hold BNC, and its suppliers, and BNC's and its suppliers' officers, agents, directors and employees, harmless from any claim or demand, including legal fees, made by any third party due to or arising out of your use of the Service or its content, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
GENERAL PRACTICES REGARDING USE, STORAGE AND SERVICE MODIFICATION
You agree that BNC: a) reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof) with or without notice; BNC will provide one (1) month notice for changes to downloadable data formats and other areas on which the subscriber's systems may be dependent (to be defined by BNC acting reasonably). b) may supply any or all of the Service on its own behalf, or as a sublicensor or reseller on behalf of a third party supplier, and may substitute such third party suppliers without notice; and c) shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service which may occur for routine maintenance, routine or extraordinary repairs, or the need to respond to a virus or other attack on the system or using the system.
TERMINATION AND SUSPENSION
BNC'S PROPRIETARY RIGHTS
You agree the Service and any necessary software used in connection with it ("Software" contain proprietary and confidential information protected by applicable intellectual property and other laws, including but not limited to copyright, and trade and service mark protections, and is owned by BNC or its suppliers. You agree not to access the Service by any means other than through the interfaces provided by or through BNC for use in accessing the Service.
DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND CONDITIONS
BNC will take commercially reasonable steps, commensurate with its resources and mandate, to ensure the data provided to you is free of viruses, and other destructive elements, and that BNC's processing of data results in accurate aggregations. However, except as noted in the prior sentence you acknowledge and agree that:
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BNC AND ITS SUPPLIERS, SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF BNC OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE (INCLUDING USE OF THE CONTENT); (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. BNC SHALL BE LIABLE FOR DIRECT DAMAGES ONLY, AND THE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE FEES YOU HAVE ALREADY PAID TO BNC FOR THE MONTH IN WHICH THE EVENT GIVING RISE TO THE LIABILITY OCCURRED.
Notices to you, or by you to BNC, may be made via confirmed e-mail, confirmed fax, registered mail, or courier. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.
Without BNC's prior permission, you agree not to display or use in any manner, the BNC's or its suppliers' trademarks or service marks, except as expressly set forth above.
You agree that your name may be included by BookNet Canada in promotional materials and other public communications as a subscriber to the Service.
BNC will provide e-mail support to subscribers on an as available basis.
a) Your subscription form (e.g. covering your term, the initial types of service and content you request, method of payment, price etc.) and this TOS, constitute the entire agreement between you and BNC and govern your use of the Service, superseding any prior agreements between you and BNC related to sales data analysis services. Additional terms and conditions may apply when you use other services or parts of the Service (such as custom analysis services). The TOS and the relationship between you and BNC shall be governed by the laws of Ontario, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Toronto. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section terms_titles in the TOS and schedules are for convenience only and have no legal or contractual effect.