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Terms and Conditions of Use for Contract Clauses Online

The terms and conditions listed below govern use of the online services (the "Online Services") known as Contract Clauses Online provided by L.A.N. Ltd., c.o.b. as Lancaster House (hereinafter Lancaster House).The terms "you" and "your" in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, trade union, etc.) or government agency entering into a Subscription Agreement with Lancaster House. The "Subscription Agreement" shall consist of these General Terms and Conditions, and the standard, transactional rates applicable to you (the "Price Schedule").

  1. DEFINITIONS. In this Agreement, the following terms shall have the following meanings:

    1. "Authorized User" means a person whom you have identified to Lancaster House for purposes of issuing a Lancaster House ID and password and who are authorized to access the materials described below.

    2. "Materials" means any content generated by Lancaster House in print or online, whether or not included in the definition of Online Services below, and includes the compilation, collection, organization and grouping of any documents, including but not limited to collective agreement clauses, by Lancaster House in the course of developing and making available the materials in the Online Services.

    3. "Online Services" include but are not limited to eAlerts, databases, search functions, electronic texts, and documents which are provided to Subscribers and Users.

    4. "Subscriber" means the entity which enters into a contract for the use of Lancaster House's services.

    5. "Price Schedule" means any agreement entered into with respect to the cost for the Online Services which differs from the standard price as advertised from time to time.

  2. GRANT OF RIGHTS: RESTRICTIONS ON USE

    1. You and your Authorized Users are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials. The rights granted to each Authorized User are as follows:

      1. The right to electronically display Materials retrieved from the Online Services for the Authorized User's individual use (e.g., no Authorized User may network others via LANs, WANs, intranets or the Internet). Notwithstanding the foregoing, an Authorized User may display a de minims amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users.

      2. The right to email, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means.

      3. The right to use and reproduce reasonable portions of the content of any element of the Online Services and Materials, but only for the purposes of the Subscriber's own research, private study and/or review, for the purposes of collective bargaining in which the Subscriber or a Subscriber's client/organization is involved, or for the purposes of the Subscriber's own preparation and presentation of submissions to an arbitrator, mediator, board, tribunal or court in a proceeding in which the Subscriber, User, or a Subscriber's client/organization is involved, unless the prior written consent of Lancaster House has been obtained.

      4. The right to download and store in machine-readable form, primarily for that Subscriber’s exclusive use, insubstantial portions of the Materials.

    2. Except as specifically provided in Section 2.1, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of Lancaster House, including its trademarks, service marks, or logos without the express written consent of Lancaster House Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of Lancaster House.

  3. OWNERSHIP OF INTELLECTUAL PROPERTY

    1. Lancaster House is the exclusive owner of all of the Online Services and Materials and all intellectual property contained or associated with them. All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to Lancaster House. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.

    2. Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of Lancaster House. Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations. Any use or copying of the Online Services and Materials, or any other Lancaster House publication the content of which is included in or can be accessed through the Online Services and Materials, outside the terms set out herein shall be considered a copyright infringement and Lancaster House shall have the option of exercising its remedies under the Canadian Copyright Act, including statutory damages, and otherwise. The Subscriber or Users or any person may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Online Services and Materials, without the prior written consent of Lancaster House.

    3. Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in Materials.

  4. ACCESS TO SERVICES

    1. Only Authorized Users you designate are eligible to access and use the Online Services and Materials. You agree that each Lancaster House ID and password may only be used by the Authorized User to whom Lancaster House assigns it and that the ID and password may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify Lancaster House to deactivate an Authorized User's ID and password if that user is no longer eligible to use the services. You are responsible for all use of the Online Services accessed with IDs and passwords issued to your Authorized Users, including associated charges. You will use reasonable commercial efforts to prevent unauthorized use of the IDs and passwords assigned to your Authorized Users and will promptly notify Lancaster House in writing, if you suspect that an ID or password is lost, stolen, compromised, or misused. The Subscriber and all Users shall maintain their Password and login information as personal and confidential, and shall not transfer to or share the Password with any person other than a user authorized in writing by Lancaster.

    2. The Online Services and Materials are for the use of Authorized Users and Subscribers only, and no portion of them may be sub-licensed or transferred to anyone without the prior written consent of Lancaster house. The Subscriber or Users may not assign, copy, download, store, reproduce, display, distribute, use, forward, transmit, retransmit, rent, lease, sell or otherwise dispose of or permit access to the Online Services and Materials or any element of them on a temporary or permanent basis, except as expressly provided herein.

    3. The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by Lancaster House without notice. At present, the Online Services and Materials comprising the text of Contract Clauses Online are made available through the Zoupio Platform, provided by Lexum. However, Lancaster House reserves the right to switch to another platform and/or to discontinue use of the Zoupio Platform and publish the Online Materials in another or any alternate form. No notice shall be required to be made by Lancaster House prior to any such change, and the Subscriber agrees that a reasonable period of temporary interruption of service arising from same shall not constitute a breach of Lancaster House's obligations to the Subscriber or any Authorized Users, nor will it give rise to any claim for damages by any Subscriber or Authorized User.

    4. Subject to Section 4.3 above, the Online Services may contain a feature that will allow your Authorized Users to make Notes alongside the text of Contract Clauses Online. The Note feature is designed to allow your Authorized Users to identify relevant portions of the Materials and to store notes for the Authorized User’s own use or to be shared with other Authorized Users within the same organization. However, the information in the Notes is not under the exclusive control of the Authorized Users or Subscribers but is available to the administrators of the Zoupio Platform, being Lexum and Lancaster House. Lancaster House reserves the right for either it or Lexum to access or disclose the Notes of any Authorized User or Subscriber to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Subscribers and Authorized Users are solely responsible for the content and confidentiality of their respective Notes. Further, Authorized Users are prohibited from uploading content to the Notes that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Notes that is unlawful or that is information that is protected by privacy laws. You agree to indemnify, defend, and hold Lancaster House harmless for any and all claims, damages, costs, fines and expenses that Lancaster House may incur as a result of you or your Authorized Users' use of the Notes or any content uploaded to the Notes, excluding Lancaster House Materials. Authorized Users are solely responsible for securing or saving the content of their respective Notes before the expiration or termination of their Subscription. Lancaster House has no obligation to provide the content of Notes to you or your Authorized Users after the termination of the Subscription. All Lancaster House Materials contained in the Notes remain subject to the storage limitations and other license terms and restrictions set forth herein.

  5. LIMITED WARRANTY

    1. Lancaster House represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users.

    2. Except as otherwise provided in Section 5.1, the Online Services and Materials are provided on an "As is", "As-available" basis and Lancaster House and each third party supplier of materials expressly disclaim all other warranties, including the warranties of merchantability and fitness for a particular purpose.

  6. LIMITATION OF LIABILITY

    1. Lancaster House shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User's use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials, (f) any delay or failure in performance beyond the reasonable control of Lancaster House, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.

    2. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF LANCASTER HOUSE IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST LANCASTER HOUSE. Lancaster House will not be liable for any special indirect, incidental or consequential damages of any kind whatsoever, including, without limitation, attorney's fees, in any way due to, resulting from, or arising in connection with the Online Services, Materials, or the failure of Lancaster House to perform its obligations.

    3. Performance of Lancaster House's obligations hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, industrial or labour dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond Lancaster House's control.

    4. Notwithstanding anything in these Terms and Conditions, Lancaster House does not guarantee that any service will function without failure or interruption. If any search used in accordance with Lancaster House instructions fails through a fault of that service or of Lancaster House's facilities, Lancaster House's sole responsibility therefore will be to rebate to the Subscriber, upon the Subscriber's written request, any charges made to the Subscriber for the particular failed search or other service.

    5. Lancaster House will update the Online Services and Materials as it deems reasonable. However, Lancaster House is not engaged in rendering legal or other professional services. If legal or other expert assistance is required, the services of a competent professional person should be sought. The Subscriber assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the reliance upon, use, or application of any information accessed by the Subscriber or Users, including responsibilities and obligations to any third party.

  7. MISCELLANEOUS

    1. These Terms and Conditions may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule; all other provisions may be changed by Lancaster House immediately upon notice to you. If any changes are made to this Subscription Agreement, such changes will only be applied prospectively. You may terminate your Subscription upon written notice to Lancaster House if any change to these Terms and Conditions is unacceptable to you. For termination to be effective under this section, written notice of termination must be provided to Lancaster House within 30 days of the effective date of the change.

    2. The Subscriber's rights to access the Materials and licence granted hereunder is effective until terminated in accordance with these Terms and Conditions. The licence granted hereunder will terminate automatically and without notice from Lancaster House if Lancaster House discovers that the Subscriber or any Authorized User has breached any of the terms of this Agreement or the Licence. The Subscriber or Lancaster House may terminate the subscription at any time upon written notice. The effective date of such termination will be 30 days after the receipt of such written notice, unless a later date is specified in the notice.

    3. Lancaster House may temporarily suspend or discontinue the provision of the Online Services or Materials to the Subscriber or any User who is in breach of these Terms and Conditions without notice, and Lancaster House may pursue any legal remedies that may be available to it in the circumstances.

    4. Any notice or delivery contemplated by these Terms and Conditions shall be in writing and shall be sufficiently given if delivered to the party entitled to receive it by facsimile, or by registered mail postage prepaid.

    5. These Terms and Conditions shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario.

    6. These Terms and Conditions constitute the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, commitments and understandings on that subject matter.