The Canadian Advertising Rates & Data and CARDonline License Agreement
Rogers Publishing Ltd hereby grants company name, one non-exclusive, non transferable license(s) (The License) to access and use the printed directory CARD, and one non-exclusive, non transferable license(s) to access and use the CARDonline database, (collectively, the "Licensed Materials") in accordance with the terms and conditions of this Agreement.
The License is conditional upon company name paying licensing fees as described following: $633.00 plus taxes payable in advance, covering the period of twelve months.
The License is effective from the date the Licensed Materials are accessed by you and shall continue in effect until you cease all use of them. The License shall automatically terminate if you fail to comply with any terms or conditions of this agreement.
The online Licensed Materials may be accessed from a single computer with a single Central Processing Unit ("CPU") at the address noted on the online registration form. You may not transfer the Licensed Materials from one CPU to another over a network or otherwise. An additional set of Licensed Materials must be licensed for each CPU on which you intend to use the Licensed Materials.
Rogers Publishing Ltd. devotes significant financial, human and technical resources to developing the Licensed Materials and in keeping current the information contained in the Licensed Materials. Accordingly, you agree that it is important that you comply with the restrictions on the use of the Licensed Materials contained in this Agreement. You may use the Licensed Materials only for your internal business purposes. You may not use the Licensed Materials to provide a third party with service bureau or similar services that are intended to substitute for the third party acquiring their own copy of the Licensed Materials. You may not copy the Licensed Materials, in whole or in part, except that you may print short excerpts of the information contained in the printed directory and the online databases in order to present quotations to your clients. Except as expressly permitted by this Agreement, you shall not disseminate, supply, disclose, distribute or transmit to a third party, or use, copy, modify, translate, reverse engineer, decompile, disassemble, assign, lend or transfer, by any means or in any medium, the Licensed Materials and all or any of the information contained therein.
Rogers Publishing Ltd 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 Publishing Ltd, 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 Publishing Ltd does not warrant that the Licensed Materials will meet your requirements or that the Licensed Materials will operate error-free or uninterrupted. Rogers Publishing Ltd 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.
Rogers Publishing Ltd entire liability shall be limited to return of the fees paid in respect of the Licensed Materials and in no event will Rogers Publishing Ltd be liable for indirect, special or consequential damages (including lost profits or failure to realize expected savings) arising out of the use or inability to use the Licensed Materials or in any other way related to this agreement. In no event does Rogers Publishing Ltd assume any liability whatsoever to a third party for your use of the Licensed Materials and the information contained therein, and you agree to indemnify Rogers Publishing Ltd against any claims brought by such parties. These limitations on Rogers Publishing Ltd liability shall apply regardless of the cause of the damage and regardless of the form of actions, whether in contract or in tort including negligence, or otherwise. You agree that these limitations are reasonable and reflect the respective risks assumed by you and Rogers Publishing Ltd in order to obtain the Licensed Materials at the specified fee.
This Agreement shall be governed by the laws in force in the Province of Ontario. You acknowledge that a breach of this Agreement may cause irreparable harm to Rogers Publishing Ltd and therefore you agree that upon any such breach Rogers Publishing Ltd 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 Rogers Publishing Ltd. Should you have any questions regarding this license please contact the Publisher of CARD at Rogers Publishing Ltd, 416-764-2000. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and Rogers Publishing Ltd and supersedes any proposal or prior agreement, oral or written, and any other communications between Rogers Publishing Ltd and you relative to the Licensed Materials.
Rogers Media Publishing Ltd.