PURVIEW® RISK MANAGEMENT SERVICES
LEGAL TERMS AND CONDITIONS
Welcome to Purview Risk Management Services web site (the “Site“).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. Wherever used herein, “Teranet” means Teranet Inc. (referred to as “Teranet“, “we“, “us” or “our” herein) and the “Teranet Group” means Teranet and includes Teranet’s related or affiliated entities, suppliers and licensors, and their respective directors, officers, employees, consultants, representatives and agents. The Purview Risk Management Services Account Application form is available from Teranet. “Pricing Sheet” means a Purview Risk Management Services pricing sheet approved by Teranet. A complete Account Application is comprised of the Account Application form and Pricing Sheets approved by Teranet from time to time. “Agreement” means a combination of these Legal Terms and Conditions (and the Account Application approved by Teranet). The words “you” and “your” means the subscriber identified on the Purview Risk Management Services Account Application form (the “Account Application“). “User” means a person, at least eighteen (18) years of age, designated by you on the Account 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 Account Application, except as otherwise expressly set out in the Legal Terms and Conditions or the Account Application.
By accessing, browsing and using this Site, 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 these 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, including but not limited to those based on data extracted from the POLARISÒ database, including (a) Parcel Register; (b) Sales History Report; (c) Sales History and Map; (d) Map Subject Property; (e) Zoom2It; (f) Instrument Images; (g) Neighbourhood Sales Report; (h) Automated Valuation Model (“AVM”) Report; (i) Fraud Check (“FC”) Report; (j) Combined AVM/FC Report; (k) Monitoring; (l) reavsÒ Combined AVM/FC Report; (m) Ontario Mortgage InsiteÒ (“OMI”) Reports; and other products and/or services which may be added from time to time by Teranet (the “Property Information Services“), and all text, graphics, logos, button icons, images, audio and video clips, materials, information, products or service and software (collectively the “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, or create derivative products in any manner in any format. Unless otherwise expressly stated, no Content from this Site and/or Content on any web site 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 your Users may download or print one copy of certain of the Content for your internal business use only and in accordance with purposes that may be set out in the approved Account Application and/or posted on the Site, provided all copyright and other proprietary notices are maintained. “Internal Business Use” means your internal business processes, activities, operations and administration. Modification of the Content or use of the Content for any other purpose (including use of any such material on any other web site or networked computer environment) is a violation of copyright and other proprietary rights. Any other use by you must be agreed to in advance in writing by Teranet. You and your Users agree to abide by all copyright notices, information and restrictions contained in the Content on or accessed through the Site.
Data may not be extracted from, or copies made of, the data in the Content. The foregoing prohibitions expressly include, but are not limited to, the practice of screen scraping, database scraping or any such practice or activity; the purpose of which is to obtain data or portions hereof, portions of databases from the Content in any manner or any quantities not expressly authorized hereunder. The Content delivered through this Site, may not be used: (a) in a computer service or timesharing business; (b) to create a database in electronic or other format or for the purposes of data aggregation or dissemination (otherwise than for your internal archival use); (c) for the purpose of sale, resale or the licensing of the data and information or components thereof contained in the Content; or (d) for any unauthorized, improper or illegal purpose or in connection with the commission of any criminal or otherwise illegal act. Property Information Services may not be tampered with through attempts to translate, reverse engineer, decompile, disassemble, modify or merge Property Information Services with any other system.
Pursuant to Teranet’s agreements with its suppliers, you and your Users shall not: (a) sub-license access to Property Information Services or other Content to the Government of the United States or any regulatory body or agency thereof; (b) export your access to Property Information Services or other Content outside Canada; or (c) infringe any copyright, patent, trademark or trade secret of the Teranet Group. Modification of the Content or use of the Content which includes Property Information Services for any other purpose is a violation of copyright and other proprietary rights. Unauthorized access to, reproduction, and/or distribution of Property Information Services, or any portion of it, may result in serious civil and criminal penalties, and will be prosecuted to the maximum extent of the law.
“Purview” and “Ontario Mortgage Insite” are registered trademarks of Teranet 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 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 are licensed to you by Teranet. The license is personal, non-exclusive, non-transferable and non-assignable. Title to the software, images and data is not being transferred to you. You own the medium on which the software, images and data is recorded, but Teranet, or others, retain full and complete copyright in and title to the software, images and data 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 from Teranet if, at the expiration of a Subscription Period (as defined in section 15), a new Pricing has not been approved in writing by you and Teranet. (e) 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. 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 User IDs and passwords provided to you and your Users. (f) For clarity, a suspension hereunder does not constitute termination of the 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 which you are not authorized to access.
Unless otherwise provided, the Site and the Content 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, the Content and any website with which the Site it is linked. The Teranet Group does not warrant the functions or 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 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 of 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 their 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 and services may be hosted on computers in other jurisdictions. The Teranet Group makes no representation that the Site or Content on the Site are 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.
All Content including Property Information Services obtained through Purview Risk Management Services are provided “as is” and “as available”. You acknowledge that:
- use of Content and a Property Information Service may not always return a result in all cases;
- the results from use of Content and a Property Information Service may change over time due to changes in source data, functionality of Property Information Services and/or your model configurations; and
- Property Information Services and other Content are not the official government record and will not necessarily reflect the current status of interests in land.
You hereby acknowledge that the Teranet Group is not required to provide any updates, fixes, new versions, new releases, maintenance and/or support of any kind for Property Information Services or Content to you or your Users.
You and your Users acknowledge that the Province of Ontario (the “Province“) makes no warranties, express or implied, with respect to Property Information Services or other Content supplied by or through this Site and all risk as to the results and performance of Property Information Services and other Content is assumed by you and your Users. The Teranet Group and the Province shall each not have any liability to you and your Users or any other person or entity for any claims, actions, loss, damage including, without limitation, loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss, or any direct, indirect or incidental, special or consequential damages whatsoever, even if Teranet or the Province has been advised of the possibility of such damages, or for claims by a third party. This section shall apply whether or not the liability results from a breach of a fundamental term or condition or a fundamental breach. You and your Users acknowledge that Teranet accesses records filed with the Province and this clause is included for the benefit of and can be relied on by the Province.
4. LIMITATION OF LIABILITY
Under no circumstances, including, but not limited to, negligence, shall the Teranet Group 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 authorised 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) the charges and fees, if any, paid to Teranet by you and your Users during the 6 months previous to the date of the loss or claim; excluding, without limitation, any statutory fees and charges for the use of any products or services 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. The Teranet Group cannot and does not guarantee that the third party web site 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 or its contents, 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 herefrom 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 and Content by you and your Users shall constitute acceptance of any revisions to this Agreement and pricing.
Teranet, or its authorized representatives, acting reasonably, may upon written request to you or your Users examine and inspect during normal business hours, the materials and records of you or your Users relating to Purview, the Site and Content and this Agreement. Subject to section 12 hereof, Teranet shall keep confidential, and not disclose, information concerning the business and affairs of you or your Users.
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; (ii) any misuse of the Site, the Property Information Services, or the Content committed under your Account, and (iii) the use of the Site and the contents by you and your Users. No third party shall make any reliance on the information of the Site and the contents and services contained on the Site and you shall indemnify the Teranet Group to the fullest extent from such third parties.
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.
12. USER PRIVACY AND SECURITY POLICY
Use of this Site and Content is also subject to the terms of Teranet’s Security Policy accessible on this Site atPrivacy Statement as amended from time to time without notice. You and your Users recognize and agree that although Teranet security efforts are generally consistent with industry practice in Canada, complete privacy, confidentiality and security associated with any communications is not yet possible over the Internet, and therefore cannot be guaranteed. As a result, the Group shall not be responsible or liable for any loss of privacy, disclosure of information, harm, damage or loss that may result from the transmission of any information in any connection with the Site or the Content.
You and your Users must not attempt to violate the security of the Site, including without limitation: (i) attempting to log into an account or server which you and your Users are not authorized to access; or (ii) attempting to interfere with the Content provided by the Site through means of a virus or flooding or otherwise overloading the Site’s servers, or by any other similar or dissimilar means.
13. U.S. GOVERNMENT END USERS
The software available on this Site is a “Commercial Item,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” as such term may be used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software is licensed to U.S. Government end Users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end Users pursuant to the terms and conditions herein.
14. PRODUCTS/SERVICES SUPPLIED FROM OUTSIDE ONTARIO
You and your Users acknowledge and agree that certain Content available on the Site may be supplied by third parties resident and operating outside the Province of Ontario and/or may be hosted on computers located outside of the Province of Ontario.
15. PAYMENT FOR SITE SUBSCRIPTION, PRODUCTS AND/OR SERVICES
Charges. Charges and fees for accessing, browsing and using the Site and the Content on the Site will be in accordance with the rates and pricing sheets established by Teranet and its suppliers from time to time plus all additional applicable taxes. Fees, charges and allowable search volumes may be set out in the Account Application and/or posted on the Site together with changes thereto.
Payment Methods. If payment is made by cheque, you shall deliver cheques payable in the required amounts to Teranet. If payment is made by credit card, you will be asked to provide credit card information as part of a Account Application or as you and your Users use certain Content that generate a fee or charge. Payment methods may vary depending on the which Content is accessed, browsed or used.
Setup Fees. A one time fee to establish a Purview Risk Management Services account (the “Setup Fee”) may be paid by cheque or be charged to a credit card. Payment of a Setup Fee must be tendered with your completed Account Application and is not prorated. A separate Setup Fee is payable for each Purview Risk Management Services account. If this Agreement is terminated and you complete a new Account Application a new Setup Fee will be payable.
Subscription Fees. Fees for User access to the Site and certain Content (the “Subscription Fee”) for a period as indicated on the Purview Account Application (“Subscription Period”) may be paid by cheque or be charged to a credit card. Subscription Fees may be paid by a single payment by cheque or credit card (the“Single Payment Plan”).
Prorating. Where Subscription fees become payable part of the way through a Subscription Period, the annual fee shall be prorated from the date Teranet advises you that: (a) your Account Application has been approved; or (b) the addition of a User has been approved; up to and including to the expiration of the applicable Subscription Period.
Online Transaction Fees payable by Credit Cards. Fees for some of the Content on the Site must be paid by credit card at the time of purchase. We do not store credit card information except for payment and refund purposes (based on the Refund Policy set out below). If you or a User logs out of the Site or submits a new order, you or the User will be required to re-enter credit card information. Each submission or order online for Content for which a fee is charged is deemed to be an authorization to debit predetermined sums representing applicable statutory and service fees, charges, and applicable taxes from the credit card tendered for payment. You or the User will be informed of the total charges and asked to confirm the transaction before it is charged to the credit card tendered for payment.
On-line Transaction Fees payable on Invoicing. Fees for some of the Content on the Site is invoiced on a monthly basis. Each submission or order online for such Content for which a transaction fee is charged is deemed to be an authorization to invoice sums representing applicable statutory fees, transaction fees, charges, and applicable taxes. Invoices are prepared monthly. Fees for such transactions shall be invoiced monthly within 45 days of month end for transactions occurred in that month.
Obligation to Pay and Interest. You are responsible for all charges, fees and taxes incurred by you and your Users. Payment obligations for Setup Fees, Subscription Fees and transaction fees including online orders are material terms of this Agreement. If we are unable for any reason to collect the charges, fees and/or taxes from a credit card or cheque tendered as payment, you are responsible to pay Teranet directly the fees, charges and taxes incurred by you and your Users plus any other charges (including bank charges and the costs of collection) incurred by Teranet. All outstanding fees not paid by credit card shall be invoiced monthly. Outstanding charges, fees and taxes will be subject to a one percent per month interest charge after 30 calendar days calculated on a monthly basis (an effective annual rate of 12.7%).
Suspension of Service. Teranet may suspend without notice access to the Site and the Content to any User for non payment of fees or charges.
Statutory Fees. If any statutory fees are collected from you or your Users by Teranet as a result of usage of this Site and the Content, Teranet shall remit the required payments to the Crown in right of Ontario (the“Crown”). You and your Users acknowledge that Teranet is acting as an agent of the Crown and that the Crown shall have recourse against you for any unpaid statutory fees.
Refund Policy. Before submitting any request for material, information, products or services or through the Site please verify that the name and other information have been entered correctly. We cannot refund the cost of material, information, a product or service if the request has been inputted incorrectly. Once fee, charges or taxes are paid or a submission or order is submitted, there are NO REFUNDS, EXCHANGES OR CANCELLATIONS except as follows:
- If this Agreement is terminated by Teranet as set out in section 2(c) above, you shall receive a pro-rata refund of any unused prepaid fees. If a User ID and password is disabled by Teranet as set out in section 2(c) above, you shall receive a pro-rata refund of any unused prepaid fees for that User whose User ID and password has been disabled.
- If any attempted use of Property Information Services or other Content by you or your Users fails through a fault of the Site, Property Information Services or other Content or Teranet’s facilities, Teranet’s sole liability, at your written request, shall be to refund the charges imposed by us for the failed use of Property Information Services or other Content to: (i) the Subscriber if payment was by cheque; or (ii) to the holder of the credit card if a credit card was used for payment. This section shall apply whether or not the liability results from negligence, a breach of a fundamental term or condition, or a fundamental breach of this Agreement. You are responsible for notifying Teranet of the failed use of Property Information Services or other Content within 30 calendar days of the failed transaction. After any such 30 calendar day period, you, your Users and the holder of a credit card tendered for payment shall forfeit any recourse to Teranet to claim a refund.
Record. Teranet records all transactions on the Site for the purposes of administration of the Site and the Content.
16. YOU AND YOUR USERS OBLIGATIONS
You must nominate a Purview Administrator (your “Purview Administrator”). Your Purview Administrator will have the capability to configure the models for the following Property Information Services: (a) Automated Valuation Model; (b) Fraud Check; (c) Fraud Check Monitoring; and (d) Instrument Monitoring.
During the term of the Agreement you agree that you shall keep your:
- address, telephone number and e-mail address up to date at all times;
- list of Users up to date including their names, telephone numbers, e-mail addresses including your designated Purview Administrator; and
- appointment of your Purview Administrator current.
Use of personal information (which is data about an identifiable individual such as name, address and financial information), contained in Property Information Services, shall relate directly to the purpose for which the data appears in land registry records and is subject to all applicable privacy legislation in respect of personal information. Such information shall not be used for marketing to a named individual.
If you or your Users have access to this Site and certain of the Property Information Services through a combination of this Agreement and an evaluation agreement (which includes an Evaluator Acknowledgement); to the extent that there is any inconsistency between the Agreement and an evaluation agreement, the evaluation agreement shall prevail with respect to use of the Property Information Services by you and your Users.
You and your Users are responsible for maintaining the confidentiality of you and your Users’ ID and passwords. You are responsible for all activities that occur under your account. You agree to: (a) immediately notify us of any unauthorized use of your account or any other breach of security, and (b) ensure that you and your Users exit from the account at the end of each session. Teranet will not be liable for any loss or damage arising from you or your Users failure to comply with this section.
Legal – Version 4.0 October 11, 2007
Purview Risk Management Services Site Terms