THIS TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) DEFINES WHAT YOU (“YOU”) ARE LEGALLY ALLOWED TO DO WITH NORTH AMERICAN COMPENDIUMS LTD. AND NORTH AMERICAN COMPENDIUMS INC.’S (COLLECTIVELY REFERRED TO AS “NAC”) SERVICES (DEFINED BELOW) AND CONTAINS LIMITATIONS ON WARRANTIES, USE OF THE SERVICES AND REMEDIES.  THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND NAC.  BY USING OR ACCESSING ANY OF NAC’S SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

This Agreement is provided to give you an understanding of how our Services can be used.  We reserve the right to change our terms and services at any time by posting the change(s) to our website or portal or otherwise providing notice to you.  IF YOU DO NOT AGREE TO ANY AMENDMENT, YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO NAC.  IF YOU DO NOT TERMINATE THIS AGREEMENT AND CONTINUE TO USE THE SERVICES, THEN YOUR SILENCE WILL BE DEEMED AN ACCEPTANCE OF THE AMENDMENT(S). 

 

1.       Scope of Agreement

1.1                  What Services are covered by this Agreement?  This Agreement covers any access/use/copy/service of/from any and all of NAC’s data, databases and related publications and subscription services provided from time to time, including, without limitation, via the CVP online website, CVP offline content including Apple, Android and Blackberry applications, API access, and any exported content including, but not limited to: Access, Excel, CSV, SQL (all such data, databases and related publications and subscription services collectively referred to herein as the “Services”).  To the greatest extent permitted by law, you acknowledge and agree that this Agreement applies to any Services accessed, provided or used by you prior to the effective date of this Agreement. 

1.2                  What is the time period of the Agreement?  This Agreement, and your ability to access and use the Services and any component thereof, is in place for the period of time outlined on the contractual agreement (as stated on the invoice) between you and NAC or if there is no agreement the term in accordance with NAC’s records (the “Term”); provided, however, that your representations, warranties and obligations under this Agreement shall survive termination of this Agreement and/or your use of the Services for any reason. 

1.3                  What terms must I abide by?  By using our Services (including any underlying data), you agree that you will only use the Services for your own internal or business purposes.  Further, you agree that any use of our information is to be clearly outlined to NAC prior to use [if there are specific uses which are allowed or disallowed, they should be clearly defined in the document].  You may NOT: (a) modify, disassemble, reverse engineer, decompile or make any attempt in any fashion to obtain the source code the Services (or attempt to do any of the foregoing); (b) attempt to access or use portions of the Services, or its related systems or networks, for which you have not acquired a license, or (c) except as specifically authorized herein, publish, distribute or transfer any portion of the Services, including providing copies of any data or databases to any other party.  You may not sell the Services to any person or make any other commercial use of the Services other than for your internal business or personal purposes.  You shall not use any portion of the Services for rental or in the operation of a service bureau, including without limitation, providing third party hosting, or third party application integration or application provider services.  You shall not delete or remove any copyright notices or other security mechanisms or devices contained in or on the Services and shall take other reasonably necessary steps to protect the Services from disclosure.  If NAC learns that our Services are being used outside the scope of this Agreement, at NAC’s sole option, you may be subject to termination, increased fees, legal implications and/or any other remedies available to NAC.

1.4                  How do I accept this agreement?  By accessing, receiving or using our Services, you are accepting this Agreement in full, including any amendments hereto as may be adopted by NAC from time to time.  You acknowledge and agree that the terms of this Agreement apply in addition to any other agreement between you and NAC.  The terms and conditions of this Agreement shall apply to the extent of any conflict between this Agreement and any other agreement between you and NAC. 

1.5                  Can NAC change the terms after I have accepted them? Yes.  From time to time we review how our Services (including data) is being used.  Accordingly, we reserve the right to change this Agreement by posting any amendments to the website or portal or otherwise providing notice to you.

 

2.       Ownership of Services and Data

2.1               Who owns the Services and any underlying data or content?  NAC owns all right and title to its Services and all components thereof (including any data supplied to you from NAC to support your strategy (ies) including any intellectual property and proprietary rights (including all copyrights and trademarks), publishing rights or other intangible property and goodwill related thereto.  By this Agreement, NAC only grants to you the right to access and use the Services as permitted by this Agreement during the Term and you will delete any and all of our data at the conclusion of that Term. 

 

3.       Services Cancellation

3.1               What happens if I don’t abide by these terms?  If you violate this Agreement or any other agreement between you and NAC, we may take any and all available actions against you, including (without limitation) removing our data from your Services, suspending your access to our Services, requiring you to refrain from certain activities, immediately canceling your Services, and/or referring such activity to appropriate authorities.  In the event that we take action against you for violation of this Agreement, we may cancel your Services in its entirety and you will delete any and all of our data you may have.

3.2               Are there other ways I could lose access to these Services?  Yes.  If you fail to make an on-time payment, we may suspend or cancel the Services.

3.3               How can I terminate these Services?  You may terminate the Services at the end of your contract and at any time for any reason.  If you cancel the Services prior to the expiration of the Term, you will not be provided a refund of the fees paid for the Services and you will remain responsible to pay NAC for all fees due for the remainder of the Term.  If you are cancelling your Services, you are required to manually remove it from any and all applications using the Services and from any email accounts or other accounts that are used to receive the Services.

 

4.       Service Disruptions and backup

4.1          NAC makes commercially reasonable efforts to keep our Services up and running.  However, from time to time there may be an outage or Service disruption.  NAC is not liable for disruption or losses from disruption you may suffer as a result of an outage or disruption. 

5.            No Warranties; Limitation on Liability

NAC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE DATABASE AND SERVICES.  YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES (INCLUDING DATA) ON AN ‘AS IS’ BASIS ‘WITH ALL FAULTS’ AND ‘AS AVAILABLE.’  NAC DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES.

You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur.  We do not guarantee the Services will be uninterrupted, timely, secure, or error-free, or that content loss will not occur.

NAC SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER THAT YOU OR ANY OTHER PERSON SUFFERS OR INCURS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF NAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.  THE MAXIMUM AGGREGATE LIABILITY THAT NAC SHALL HAVE TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO NAC FOR THE SERVICES.  THE LIMITATIONS ON LIABILITY UNDER THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON.  IN JURISDICTIONS WHICH DO NOT ALLOW SOME OR ALL OF THE ABOVE LIMITATIONS, LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

5.       Your Responsibility for Account Name and Password

You acknowledge and agree that you will be responsible for each and every access or use of the Services with your account log-in and password, and that NAC is authorized to accept your log-in name and password as conclusive evidence that you wish to use the Services.  NAC shall have no liability or responsibility to monitor the use of your log-in account and password.

6.       Assignment; Sublicensing

You may not assign, sublicense, lease or otherwise transfer any of the Services to, or permit their use by, any other person without NAC’s prior written consent, in each instance.  NAC may assign this Agreement and its rights and obligations hereunder without your consent to any other party so long as such party agrees to be bound by its provisions.

 

 

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Updated May 20, 2018
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