SPOTLIGHT Canada Transactional Terms and Conditions
Environics Analytics Group Ltd. ("Environics") is pleased to provide you with SPOTLIGHT CANADA Reports subject to the terms and conditions contained herein. This is a legal agreement (the “Agreement”) between you, as the end user ("Client"), and Environics.
This Agreement is entered into and effective on the date Environics receives acceptance of this Agreement by the Client. BY ACCEPTING THIS AGREEMENT, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT AND THE TERM AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT EXPRESSLY AGREE TO THIS AGREEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU WILL NOT BE PERMITTED TO ACCESS THE REPORTS. In addition, by accessing the Reports you indicate your acknowledgement and acceptance of the terms and conditions as provided pursuant to this Agreement. This Agreement will be the governing terms and conditions for the Report(s).
Payment. In addition to online payment via credit card, if applicable, Environics will issue an invoice for the Reports upon Client’s acceptance of this Agreement. Invoices, including those for any applicable tax, are due within thirty (30) days of the invoice date. If an invoice not subject to bona fide dispute is not paid within thirty (30) days, Environics may suspend your access to the Reports until all undisputed invoices are paid.
Ownership. All reports consist of trade secrets and other confidential and proprietary information and that is the sole and exclusive property of Environics and/or Third Party Licensors that have licensed Environics to use and distribute all or portions of the Reports. Reports may be reproduced by Client in hard or digital format for internal use only.
Permissible Uses. Subject to any restrictions set forth herein, Client may include limited excerpts of Information from the Reports in its own reports and analyses, which Client may disclose to third parties in support or furtherance of Client's efforts to market its own products or services. Client also may include Reports in trade and consumer advertising copy, annual reports, reports to the financial community, and releases to the media for the purpose of corporate image-building or product promotion. Reports may not be of such quantity or quality as to be separately marketable by Environics. Client may not incorporate Reports into its own products or services without a license grant from Environics. In all cases, Reports disclosed to third parties must be accurately labeled; not be presented in a misleading manner; and cite “Source: Environics Analytics Group Ltd. All Rights Reserved”. Client may enlist the services of a third party processor to perform services utilizing the Reports on Client’s sole behalf, provided that such third party has executed a Third Party Processor Agreement with Environics. No portion of the Reports may be used or disclosed in any manner that is detrimental to or competitive with the business of Environics. Any use or disclosure of any portion of the Reports other than as permitted by this Agreement is prohibited without Environics' prior written consent. Any unauthorized disclosure or distribution of the Reports will cause irreparable harm and entitle Environics and/or such Third Party Licensors to immediate injunctive relief.
Restricted Uses. Except as expressly set forth above, in no event will Client: (a) copy, reproduce or replicate the Reports, with the exceptions of: (i) one copy into computer memory for execution; (ii) up to three copies for backup purposes; and (iii) Reports, as specified above, which may be reproduced as needed; (b) distribute the Reports by any means or allow any third party to access the Reports (except as expressly set forth above), or place any portion of the Reports, on any website or retrieval system that may be accessed outside of Client’s immediate organization, without Environics' prior written consent; (c) market, license or sell any derivative work based upon any portion of the Reports; (d) use or store the Reports in a relational database containing various data designed for on-going querying and reporting; (e) reverse engineer, decompile, decode or attempt to re-identify an individual from any portion of the Reports; (f) use the Reports to prepare, verify or modify any directory or mailing/marketing list which is sold, rented or otherwise provided to third parties not acting on Client’s behalf; (g) use any portion of the Reports for purposes of determining adverse terms and conditions of or eligibility of an individual for employment, credit, healthcare treatment, insurance (including, but not limited to health insurance); (h) use the names, trademarks or logos of Environics or any Third Party Licensor in any advertising or promotional material, without prior written consent, except as expressly set forth above; (i) use the Reports in any legal or administrative proceeding; provided, however, that if such use is compelled by legal process, Client will promptly give Environics advance written notice and, before such use, obtain confidentiality agreements, protective orders and evidentiary stipulations acceptable to Environics, and Client will limit the use to the minimum necessary to comply with such legal requirement. If Client is in the healthcare, health insurance or life insurance industry, the following terms also apply: Client is expressly prohibited from using any portion of the Reports: (a) in online direct marketing to individual consumers; (b) as a factor in determining eligibility for health/life insurance coverage; (c) for the purpose of taking “adverse action” against a consumer in the provision of healthcare/life insurance coverage or services; or (d) as a factor in charging high health/life insurance rates to consumers. Environics may terminate this Agreement immediately upon written notice in the event of (a) any breach by Client of any provision(s) hereunder; (b) negative publicity or circumstance that threatens to have a negative impact on Environics' business, if such circumstance is not resolved to Environics' satisfaction; or (c) any violation by Client of any applicable law, regulation, guideline, industry best practices, or privacy best practices. In the event of such termination by Environics, Client will immediately cease all use of the Reports and, within ten days of termination, Client must destroy or purge all copies of Reports and provide written confirmation of destruction.
Any marketing or solicitation related to Client's use of the Reports must comply with all applicable federal, provincial, and municipal laws. Any use other than as specified in this Agreement is prohibited without Environics' prior written consent.
Use of the Reports. Client may not post or publish any portion of the Reports, on the Internet or World Wide Web without Environics' prior written consent, which may be withheld in Environics sole discretion. Client may post Reports on its secure, password-protected intranet, for Client’s internal use only.
Indemnification By Environics. Environics will indemnify and defend or settle at its own expense against any damages awarded by a court or amounts paid in settlement arising directly from lawsuits, threats of lawsuits, and other written allegations made or brought by a third party against Client based on a claim that the Reports infringe any copyright, trademark or trade secret of a third party. If a claim is made that the Reports are, in the opinion of Environics, likely to or do become the subject of a claim that is covered by the indemnity provisions of this section such that the permitted use of the Reports infringe any copyright, trademark or trade secret of a third party, Environics, at its election, will either procure for Client the right to continue using the Reports, modify them to make them non-infringing or replace them with non-infringing Reports of a similar likeness. Notwithstanding the foregoing, Environics shall have no liability for any claim arising from (a) any combination of the Reports with content, data, software, equipment, components, services, tools or intellectual property not provided by Environics, if the cause of action would not exist but for such combination; (b) any modification or use of the Reports by Client or party other than Environics, where such cause of action would not exist but for such modification or use.
Environics will indemnify and defend or settle at its own expense any cause of action brought against Client which is based on a claim for personal injury or damage to tangible property resulting from any negligent act or omission of Environics or any of its employees or agents.
The foregoing indemnification obligations are subject to Client: (1) promptly notifying Environics of the claim, (2) providing Environics with reasonable information, assistance and cooperation in defending the claim, and (3) giving Environics full control and authority over the defense (including selection of counsel) and settlement of the claim. Subject to the foregoing, Client shall have the right to engage its own counsel at its own expense. Environics is not responsible for any settlement or compromise reached by Client without Environics’s prior written consent. This section sets out Environics' entire liability for any claims relating to the Reports.
Indemnification By Client. Client will indemnify and hold Environics and its affiliates harmless from any and all loss, damage, liability and costs, including attorney’s fees, resulting from any claim or demand by third parties, arising from any misuse, disclosure or misrepresentation by Client with respect to the Reports.
Warranty. Environics will not be liable for the accuracy of any Reports; for any errors, malfunctions or omissions of the Reports, or for any loss or damage resulting from Client’s improper use, storage or operation. Information consists primarily of estimates and is subject to inherent coverage, error rate and other statistical factors. Client acknowledges that the sources of Information are not always under Environics' control. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE.
Confidentiality. Each party may disclose Confidential Information to the other party during the term of this Agreement. “Confidential Information” means any confidential or trade secret information disclosed by one party to the other party, verbally or in writing, including but not limited to the terms of this Agreement and the Reports that are not (a) disclosed in public materials or otherwise in the public domain through no action or disclosure by the receiving party; (b) lawfully obtained from a third party without any obligation of confidentiality; (c) lawfully known to the receiving party prior to disclosure by the other party; or (d) independently developed by the receiving party without reference to the disclosing party’s Confidential Information. Environics may reference Client’s name and trademark in Environic’s customer lists, newsletters, press releases, website listings, presentations, fact sheets and other collateral used by Environic’s for promotional and informational purposes.
Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ENVIRONICS OR ANY THIRD PARTY LICENSOR BE LIABLE FOR CLAIMS IN EXCESS OF AMOUNTS PAID DURING THE PRECEDING TWELVE MONTHS IN CONNECTION WITH THE REPORTS GIVING RISE TO THE CLAIM. EXCEPT FOR THE LIABILITIES SPECIFICALLY ASSUMED IN THE INDEMNIFICATION PROVISIONS AND FOR BREACHES OF CONFIDENTIALITY, NEITHER ENVIRONICS, CLIENT OR ANY THIRD PARTY LICENSOR WILL OTHERWISE BE LIABLE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS, EXPENSE OR DAMAGE OF ANY KIND INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO ANY FAILURE TO FURNISH ANY SERVICE OR FOR ANY ERRORS IN ANY REPORTS. NEITHER ENVIRONICS NOR ANY THIRD PARTY LICENSOR WILL BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. These remedies are exclusive.
Compliance with Laws. Client agrees to comply with Canada’s Anti-Spam legislation and all applicable privacy laws and regulations in respect of any personal information collected received or used by it in connection with this Agreement.
Governing Law. This Agreement shall be governed and interpreted by the laws of the Province of Ontario without reference to any conflict of laws provision and the parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.
ADDITIONAL TERMS AND THIRD-PARTY LICENSORS: To the extent that any of the Reports contain third party data, the corresponding additional third-party licensors and/or their terms will apply:
TOMTOM DATA LICENSED MATERIALS: TomTom data, including Boundary, Street and/or Centroid Data, is proprietary to TomTom North America, Inc., a Third Party Licensor. TomTom data is for Client’s internal use only. Client shall not: (i) create a digital map database; (ii) use TomTom data for in flight navigation; or (iii) remove any copyright or trademark notices output by the Licensed Materials. Output generated by Client will not consist solely of vector data files nor of latitude/longitude coordinates. Client may not permit access to any TomTom Licensed Materials by any independent contractor, consultant or third-party processor that is engaged in the business of developing, marketing or supporting products similar to the TomTom Licensed Materials.
Data Axle Inc.: Data provided by Data Axle Inc®. Copyright© 2022. All Rights Reserved.
Oxford Economics: © Oxford Economics 2022 All Rights Reserved.
Statistics Canada: © Statistics Canada 2022 All Rights Reserved.
CMHC: Canada Mortgage and Housing Corporation (CMHC) ©2022.
Copyright © 2022 by Environics Analytics Group Ltd.