GeoWarehouse® Online Service
LEGAL TERMS AND CONDITIONS
Welcome to the GeoWarehouse® Online Service (the “Site”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. Wherever used herein, “Teranet” means Teranet Enterprise Inc. (referred to as " Teranet," "we," "us," or "our" herein) and the “Teranet Group” means Teranet and Teranet’s related or affiliated entities, suppliers and licensors, and their respective directors, officers, employees, consultants, representatives and agents. “Agreement” means a combination of these Legal Terms and Conditions and the Subscription Application approved by Teranet. The GeoWarehouse Online Service Application Form is available on the Site. “You” and “your” means the subscriber identified on the GeoWarehouse Online Subscription Application form (the “Subscription Application”). “User” means a person, at least eighteen (18) years of age designated by you on the Subscription Application, which user may access, browse and use the Site on your behalf using a user ID and password provided by Teranet. These Legal Terms and Conditions shall take priority over all attachments to the Agreement, including the Subscription Application, except as otherwise expressly set out in the Legal Terms and Conditions.
By accessing, browsing and using this Site and its content, you and your Users are signifying consent to be bound by the Agreement. If you or your users do not agree to the Agreement, including the Legal Terms and Conditions, please exit this Site.
1. RESTRICTIONS ON USE OF MATERIALS
This Site is a service of Teranet which is controlled and operated by Teranet. All content included on this Site, such as text, graphics, logos, button icons, images, audio and video clips, software (as defined below), materials, information, products and services, (collectively, “Content”) is the property of Teranet, or other parties that have licensed their materials to Teranet, and is protected by Canadian and international copyright laws. You shall not otherwise copy, adapt, publish, compile, create derivative products (the “Derivative Products”) in any manner in any format. Unless otherwise expressly stated, no Derivative Products, no Content from this Site or any content on any website owned, operated, licensed or controlled by Teranet may be copied, reproduced, republished, uploaded, posted, transmitted, framed, commercially exploited or distributed in any way or by any means whatsoever. Where expressly permitted hereunder you and/or your Users may download or print one copy of certain of the Content for your personal, non-commercial use only and in accordance with purposes that may be set out in the Subscription Agreement and/or posted on the Site, provided all copyright and other proprietary notices are maintained. Any other use by you and your Users must be agreed to in advance and in writing by Teranet. Modification of the Content or use of the Content for any other purpose (including use of any such content on any other website or networked computer environment) is a violation of copyright and other proprietary rights. You may not use the Site, the Derivative Products and Content for any unauthorized, improper or illegal purpose or in connection with the commission of any criminal or otherwise illegal act. You and your Users agree to abide by all copyright notices, information and restrictions contained in any Content on the Site and any content accessed through the Site.
"GeoWarehouse" and the "GeoWarehouse design" and “Ontario Mortgage Insite” (“OMI”) are trademarks of Teranet Enterprises Inc. “POLARIS” and Teranet are registered trademarks and the Gateway design is a trademark of Teranet Inc. used under license. Other trademarks or trade names mentioned herein are the trademarks or trade names of their respective owners and are used under license.
In the event you and/or your Users download software from the Site, the software, including any files, images incorporated in or generated by the software and data accompanying the software (collectively, the "Software") are licensed to you by Teranet. The license is personal, non-exclusive, non-transferable and non-assignable. Title to the Software is not being transferred to you. You own the medium on which the Software is recorded, but Teranet, or others, retain full and complete copyright in and title to the Software and all other intellectual property rights therein. You and your Users may not redistribute, sell, decompile, reverse-engineer or disassemble the Software.
2. TERMINATION AND SUSPENSION
(a) This Agreement is effective until it is terminated by you or Teranet.
(b) You may terminate this Agreement or disable a user ID and password at any time by contacting Teranet customer support. A User may disable its assigned user ID and password at any time by contacting Teranet customer support. Information on how to contact Teranet customer support is available on the Site.
(c) Teranet may terminate this Agreement and/or disable a user ID and password immediately on notice to you at any time.
(d) This Agreement will terminate immediately without notice to you from Teranet if, in Teranet's sole discretion, you or a User fail to comply with any material term or provision hereof or if Teranet believes that you have or a User has, by conduct, violated any applicable law or are acting contrary to the interests of Teranet.
(e) For clarity, a suspension hereunder does not constitute termination of this Agreement and you shall continue to be bound by the terms hereof during the period of such suspension. If your account has been suspended you may not access the Site through the use of an account. All of the provisions of this Agreement, except for Section 8, shall survive termination of this Agreement and you and your Users agree to remain bound by those provisions that survive termination of this Agreement. Termination of this Agreement shall include disablement of all IDs and passwords provided to you and your Users.
Unless otherwise provided, the Site and Content on this Site are provided on an "as is" and "as available" basis and without warranties of any kind, either express or implied, statutory or otherwise. To the fullest extent permitted by applicable law, the Teranet Group disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the Site and Content contained thereon and content accessible there from and any website with which the Site is linked. The Teranet Group does not warrant the functions, and links contained on the Site or that the Content will meet your requirements of you and your users, that the Site, or the Content, are fit for any particular purpose or that the operations of the network over which the Site and Content is made available, or the Content will be uninterrupted or error-free or accurate, that defects will be corrected, or that the Site or the server(s) that makes the Site and the Content available are free of viruses, worms or other harmful components. The Teranet Group does not warrant or make any representations regarding the use or the results of the use of the Content (including, without limitation, services for the transfer of information and data) on the Site in terms of its correctness, accuracy, reliability, security or otherwise. You (and not the Teranet Group) assume the entire cost to you and your Users of any necessary servicing, repair or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you and your Users.
The Site is controlled and operated at offices in Toronto, Ontario, Canada. Certain Content may be hosted on computers in other jurisdictions. The Teranet Group makes no representation that the Site or Content on the Site is appropriate or available for use in other locations. If you or your Users choose to access this Site and the Content from other locations, you and your Users do so on your and their own initiative and you and your Users are responsible for compliance with local laws, if and to the extent local laws are applicable.
4. LIMITATION OF LIABILITY
Under no circumstances, including, but not limited to, negligence, shall the Teranet Group or its suppliers be liable for any direct, indirect, special, consequential or other damages that result from the use of, or the inability to use, the Site and the Content on the Site, even if Teranet, or a Teranet authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and your Users. In no event shall the Teranet Group's total aggregate liability to you and your Users for all damages, losses, and causes of action (whether in contract, tort, including but not limited to negligence, or otherwise) exceed the lesser of: (a) CDN$10,000; and (b) or the charges and fees, if any, paid to Teranet by you and your Users during the 12 months previous to the date of the loss or claim; excluding, without limitation, any statutory fees and charges for the use of any Content provided by persons other than Teranet. This section shall apply whether or not liability results from negligence, a breach of a fundamental term or condition or a fundamental breach of this Agreement.
5. LINKS TO THIRD PARTY SITES
The links on the Site will enable you and your Users to leave the Site and connect directly to linked sites. Teranet is providing these links only as a convenience. Such linked sites are entirely independent of the Site, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by the Teranet Group of any such site or entity, or its respective information, publications, products or services. The Teranet Group shall not be responsible for the contents of any site linked to a Teranet site or for any link contained in a linked site. When linking to a third party site, you are leaving the privacy coverage of this Site and are subject to the privacy coverage of the third party site. Teranet cannot and does not guarantee that the third party website privacy statement is the same or contains the same privacy statement of Teranet.
We would like to hear from you and your Users regarding Teranet's products and services. Please note that if you and your Users send us suggestions, ideas, or other information (collectively, "Submissions"), unfortunately we will not be able to return the Submissions. Once submitted, the Submissions will become the property of Teranet and Teranet shall exclusively own all rights to the Submissions of every kind and nature throughout the universe, now known or hereafter existing, and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, without compensation to you and your Users. By providing the Submissions, you and your Users assign all copyright in and to the Submissions to Teranet and all authors waive all moral rights in the Submission.
7. JURISDICTION AND SEVERABILITY
You and your Users agree and acknowledge that use of this Site and Content shall be deemed to have occurred and taken place solely in the Province of Ontario, Canada. You and your Users further agree and acknowledge that this Agreement, and any disputes in connection with use of this Site and the Content, will be governed by the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein. You and your Users expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario in any and all actions, disputes, or controversies relating hereto. If any provision of this Agreement shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable here from and will not affect the validity and enforceability of any remaining provisions.
Teranet reserves the right to make changes to the Site, the Content and pricing and to modify, alter or otherwise update this Agreement at any time with or without notice. You and your Users should review this link on a regular basis for any such changes. Continued use of the Site or Content by you and your Users shall constitute acceptance of any revisions to this Agreement and pricing.
The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold the Teranet Group harmless from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (i) a breach of any provision of this Agreement by you and your Users, and (ii) the use of the Site and the Content by you and your Users.
Teranet reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any action, claim or matter otherwise subject to indemnification by you. You and your Users will co-operate as fully as reasonably required in the defence of any claim.
11. USER PRIVACY AND SECURITY POLICY