PurView Terms and Conditions
Welcome to PurView (“PurView“).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING PURVIEW.
By accessing, browsing and using PurView, you are signifying consent to be bound by this Agreement. If you do not agree to this Agreement, please do not use PurView.
(a) “Account Application” means the Purview Account Application submitted by the Account Holder and accepted by Teranet, including the Pricing Sheet.
(b) “Account Holder” means the individual, corporation, partnership or other entity ultimately responsible for a PurView account and indicated as the subscriber on the Account Application.
(c) “Agreement” means these Terms and Conditions, the Account Application and any terms referenced herein.
(d) “Content” means all data, content, information, analysis, reports, images, view and other materials generated forming part of, generated by or accessed or obtained through Purview.
(e) “Credentials” means a PurView ID and password provided by Teranet.
(f) “Derivative Work” means any work create through the use of any part of PurView or the Content.
(g) “Internal Business Purposes” means the internal business processes, activities, operations and administration of the Account Holder and/or User.
(h) “Pricing Sheet” means Purview and Content pricing sheets approved by Teranet, from time to time, and attached to the Account Application.
(i) “Teranet” means Teranet Inc. (also referred to as “we“, “us” or “our“).
(j) “Teranet Group” means Teranet, its related or affiliated entities, its suppliers and licensors and their respective directors, officers, employees, consultants, representatives and agents.
(k) “User” means a person, at least 18 years of age, designated by the Account Holder on the Account Application, which User may access, browse and use PurView under an account using Credentials.
(l) “you” and “your” means Account Holder, PurView Administrator or User, as applicable.
2. Account. In order to use PurView, the Account Holder must first set up an account by providing us with accurate and complete registration information and designating a PurView Administrator (“PurView Administrator). The PurView Administrator is responsible for: (a) adding, changing and deleting the list of Users authorized to use an account; and (b) maintaining up to date account information. If we determine that account information is not up to date, we reserve the right to update such information. The Account Holder is responsible for all usage and activities under its account and is responsible for ensuring use by its PurView Administrator and Users complies with this Agreement.
3. Credentials. Each PurView Administrator and User must have separate Credentials. Each PurView Administrator and User agrees: (a) to designate its own Credentials; (b) to safeguard against disclosure and not disclose their Credentials to anyone else; (c) not to use Credentials which have not been specifically assigned to you; (d) be responsible for all activity under its Credentials; (e) to immediately de-activate any Credentials for Users that are no longer permitted to access the Services (e.g. termination of employment); and (f) to notify us immediately if you become aware or suspect that your Credentials have been compromised. The Account Holder agrees it is ultimately responsible for all activity under Administrator and User Credentials and agrees to notify us immediately upon becoming aware or suspects that any Credentials have been compromised.
4. Use Rights. You are granted the non-exclusive right to access PurView and its Content for use for your Internal Business Use. You may download or print one copy of the Content for your Internal Business Use only, provided that all copyright and other proprietary notices are maintained. 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. You agree that your use of personal information (which is data about an identifiable individual such as name, address and financial information) contained in Content 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. Content and personal information shall not be used for marketing to a named individual.
5. Evaluation Use. If you have access to PurView and certain of the Content through a combination of this Agreement and an evaluation agreement; 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 Content by you.
6. Restrictions on Use. In addition to any other restrictions arising from the limited nature of the licence grant, you agree that you will not nor permit another to, voluntarily or by operation of law, directly or indirectly, in whole or in part, except as expressly permitted in this Agreement: (a) create Derivative Works from PurView of the Content; (b) use the business names, logos and Marks of Teranet or suppliers without the prior written consent of Teranet; (c) transmit, market, translate, publish, distribute, license, timeshare, provide subscription services, sell, deal with or otherwise transfer or provide access to PurView, its Content or a Derivative Work, in any manner or in any format to any person or entity; (d) reverse engineer PurView or Content or otherwise take any active steps to derive or discern their design, architecture, communications protocols, data structures, messaging parameters or other features; (e) use PurView or the Content for any abusive purpose or in any way that damages Teranet’s or its suppliers’ property or interferes with or PurView, any Content, Teranet’s network or other users; (f) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting and/or, except as legitimately required to exercise your rights under this Agreement, the creation of a duplicate database) on or in relation to the Content; (g) use PurView, the Content and/or any Derivative Works for marketing or commercial mass mailing purposes; (h) publicly disclose any results of benchmark or certification tests run on PurView or the Content; (i) use or launch any automated system, script or process, including without limitation, “robots”, “spiders”, “offline readers” or “load testers” that access PurView or its Content in any automated manner or in a manner that sends more request messages to PurView or its Contents in a given period of time than a human can reasonably produce in the same period by using PurView and/or (j) use PurView or the Content in a manner that is otherwise contrary to the terms of this Agreement.
(a) Subscription Fees. The Subscription Fees for granting User access to PurView and certain Content (the “Subscription Fee“) for a period as indicated on the Account Application (“Subscription Period”) will be invoiced annually in advance and may be paid by cheque or be charged to a credit card. 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 and shall be invoiced in advance.
(b) Transaction Fees. Fees for access to certain Content shall be as set out in the Application Account or as set out on PurView (“Transaction Fees”). Transaction Fees for some of the Content must be paid by credit card at the time of purchase. Fees for some of the Content may be invoiced in arrears on a monthly basis.
(c) Statutory Fees. If a portion of Transaction Fees consisting of statutory fees are collected from you by Teranet as a result of usage of PurView and the Content, Teranet shall remit the required payments to the applicable governmental authority (the “Crown”). You acknowledge that: (i) Teranet is acting as an agent of the Crown; (ii) that the Crown shall have recourse against you for any unpaid statutory fees; and (iii) the Crown may change its fees at any time without notice to you or Teranet.
(d) Fee Changes. Unless otherwise set out in an Account Application, we reserve the right to update Subscription Fees and Transactions Fees upon the provision of at least 45 days prior written notice to you; provided that any change in fees shall become effective as of the start of the next term year. Notwithstanding the foregoing, the Crown may change statutory fees at any time without notice.
(e) Payment Methods.
i. Cheque. If payment is made by cheque, you shall deliver cheques payable in the required amounts to Teranet.
ii. Credit Card. If payment is made by credit card, you will be asked to provide credit card information when you order Content that generates a fee. If you log out of PurView or submit a new order, you 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 may have the option to opt to have credit card information stored for subsequent purchases as a facility to alleviate the need to re-enter this information. If you opt in, you authorize us or our affiliates or our third party payment processor to debit your credit card for all fees, taxes and charges associated with all Content orders for which fees are applicable under your account. You may change credit card details at any time by updating those details online. If the credit card details provided are held in the name of a person other than you, you warrant and represent you have the right to authorize us to charge such credit card for your purposes and will produce evidence of the authority upon request. We may cancel your use of the credit card payment option at any time. In the event your account is overdrawn for any reason, upon notice from us, you will immediately bring your account into good standing. We reserve the right to reject any service requests filed while there are insufficient funds available by way of your account. You authorize us to charge the provided credit card for all applicable fees and not sufficient funds (“NSF”) charges that fall due under this Agreement. You waive any requirement of pre-notification of the amount and timing of NSF charges. You have certain recourse rights if a credit card charge does not comply with the Agreement. For example, you have the right to receive reimbursement for any charge that is not authorized or is not consistent with this Agreement. To obtain more information on your recourse rights, contact your financial institution or visit payments.ca.
(f) Obligation to Pay and Interest. You are responsible for all charges, fees and taxes incurred by you and the Account Holder will be responsible for all charges, fees and taxes incurred by it, its PurView Administrator and its Users. If Teranet is 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 invoices are due within 30 days of invoice date. Outstanding charges, fees and taxes will be subject to a 1% per month interest charge after 30 calendar days after falling due calculated on a monthly basis.
(g) Refund Policy. Before submitting any request for Content, you are responsible for verifying that the name and other information have been entered correctly. We will not refund any Transaction Fees or Statutory Fees 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:
i. If this Agreement is terminated by Teranet as set out in section 15(c)ii, the Account Holder shall receive a refund of any unused prepaid Subscription Fees pro-rated based on dollar amount per unused report calculation. If specific Credentials are permanently disabled by Teranet as set out in section 15(c)ii, the Account Holder shall receive a refund of any unused prepaid Subscription Fees pro-rated based on dollar amount per unused report calculation for that User whose Credentials have been permanently disabled.
ii. If any attempted use of Content fails through a fault of PurView, Teranet’s sole liability, at your written request, shall be to refund the charges imposed by us for the failed Content to: (i) the Account Holder 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 Content within 30 calendar days of the failed transaction. After any such 30 calendar day period, you and the holder of a credit card tendered for payment shall forfeit any recourse to Teranet to claim a refund.
8. Ownership. PurView and all Content is and shall remain the property of Teranet, or other parties that have licensed their materials to Teranet, and is protected by Canadian and international copyright laws. Use of the Content for any purpose other than as set out in this Agreement 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 agree to abide by all copyright notices, information and restrictions contained in the Content on or set out on PurView.
9. Marks. “PurView”, “Teranet” and the Gateway design are registered trademarks of Teranet. Other trademarks or trade names mentioned herein are the trademarks or trade names of their respective owners and are used under license.
(a) Internet. You recognize and agree that although Teranet’s security efforts are generally consistent with industry practice in Canada: (i) the Internet is not a secure medium, and neither the privacy of communications, nor visits to PurView, can be guaranteed; and (ii) the nature of Internet communications means that communications may be susceptible to data corruption, unauthorized access, interception and delays.
(b) As is. PurView 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, Teranet and its suppliers disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to PurView, the Content and any website with which PurView is linked. Neither Teranet nor its suppliers do not warrant that PurView or the Content will meet your requirements; be fit for any particular purpose; non-infringing; have uninterrupted access; be free of errors or harmful components; be accurate; or have defects corrected.
(c) Location. The Site is controlled and operated at offices in Toronto, Ontario, Canada. Certain Content and services may be hosted on computers in other jurisdictions. Teranet makes no representation that PurView or Content is appropriate or available for use in other locations. If you choose to access PurView and the Content from other locations, you 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.
(d) Other Disclaimers. You acknowledge that: (i) PurView may not always return a result in all cases; (ii) the results from PurView searches and Content may change over time due to changes in source data, functionality and/or your model configurations; (iii) Content is not the official government record and will not necessarily reflect the current status of interests in land; and (iv) Teranet is not required to provide any updates or support of any kind for Content to you.(e) Suppliers. You acknowledge that Teranet’s suppliers, including without limitation, the Province of Ontario, Province of Manitoba and British Columbia Assessment Authority (the “Suppliers“) makes no warranties, express or implied, with respect to PurView or Content and all risk as to the results and performance of PurView and Content is assumed by you.
11. Confidentiality. You acknowledge that some or all of the Content may be based on information obtained from the public and collected by Suppliers. You agree to comply with all applicable laws, including without limitation any privacy and access to information laws, relating to the use of Content. At all times, you shall abide by any and all directions by Teranet to you with respect to the collection, use, dissemination and sale of information about and obtained from the public. The confidentiality of any material or information provided to you under this Agreement, including confidential information concerning Teranet, may be subject to the provisions of applicable protection of privacy and access to information legislation. For the purposes of such applicable law, you agree that disclosure of the Content and or any confidential information concerning Teranet, PurView or the Content could reasonably be expected to significantly prejudice the competitive position of Teranet in the marketplace or interfere significantly with other contractual negotiations of Teranet. In the event that a request for all or part of any material or information provided to you, or Purview or the Content is made to you pursuant to applicable law, you shall provide notice of such a request to Teranet within 3 business days of the request being made, and shall co-operate with Teranet in handling such a request. You shall take all reasonable precautions to prevent any confidential information provided to it by the other party from being used, accessed or acquired by any unauthorized person or persons. You shall disclose Teranet’s confidential information only to such of your employees, agents and consultants as have a need to know for the purposes of this Agreement and are subject to obligations of confidence with respect thereto.
12. Limitation of Liability.
(a) Indirect Damages. Neither Teranet nor its Suppliers shall have any liability to you or any other person or entity for any claims, actions, loss, damage including, without limitation, loss of data, profit, savings or goodwill, lost or damaged data, or other commercial or economic loss, or any direct, indirect or incidental, special, punitive or consequential damages whatsoever, even if Teranet or its Suppliers 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 acknowledge that Teranet accesses records filed with certain suppliers and this clause is included for the benefit of and can be relied on by such Suppliers.
(b) Cap. 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. In no event shall Teranet’s total aggregate liability to you for all damages, losses, and causes of action (whether in contract, tort, including but not limited to negligence, or otherwise) exceed $500.00. Additionally, in no event shall Teranet’s Supplier’s total aggregate liability to you for all damages, losses, and causes of action (whether in contract, tort, including but not limited to negligence, or otherwise) exceed $1.00. 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.
13. Indemnification. You shall indemnify, defend and save harmless Teranet and Teranet’s Suppliers against any claims that arise due to the use of PurView and the Content by you, or from any breach of your obligations hereunder, and you shall pay the resulting costs, damages, reasonable legal fees, penalties and expenses of any kind whatsoever finally awarded. Additionally, the Account Holder shall indemnify, defend and save harmless Teranet and Teranet’s Suppliers against any claims that arise due to the use of PurView and the Content by it, its PurView Administrator and its Users, or from any breach of your obligations hereunder, and you shall pay the resulting costs, damages, reasonable legal fees, penalties and expenses of any kind whatsoever finally awarded.
15. Term, Termination and Suspension.
(a) Term. This Agreement is effective for the initial term set out in the Account Application. It will renew for consecutive 1 year periods thereafter unless one party provides the other with written notice of non-renewal at least 30 days prior to the end of the then current term.
(b) Termination by You. You may terminate this Agreement or disable Credentials at any time by contacting Teranet customer support. A User may disable its Credentials at any time by contacting Teranet customer support. Information on how to contact Teranet customer support is available on PurView.
(c) Termination by Teranet. Teranet may terminate this Agreement, a PurView Account and/or disable Credentials immediately: (i) if you do not remedy a breach of this Agreement within 5 business days of receipt of notice of such breach to you; or (ii) for any reason upon the provision of 30 days’ notice.
(d) Suspension. Teranet has the right to temporarily suspend access to a PurView Account, to PurView, to any Content or use of any Credentials: (a) if an event that would permit Teranet to terminate the Agreement has occurred; (b) if Teranet believes, acting reasonably, that the account or Credentials have been compromised; (c) if Teranet believes your use of PurView poses a security risk to PurView or any third party; or (d) during PurView maintenance. A suspension does not constitute termination of this Agreement and the suspended Account Holder, PurView Administrator or User shall continue to be bound by this Agreement Use during the period of such suspension. A suspended Account Holder, PurView Administrator or User may not access PurView through the use of another account or another person or entity’s Credentials.
(e) Post Termination. On termination of this Agreement you must cease using PurView and the Content and destroy any copies in your possession or control and, at the request of Teranet, certify that Content has been purged from your computer systems, and all hardcopy materials produced from the Content have been destroyed subject to your documentation record retention policies in respect of any files stored as a result of automated back-up procedures (which files shall remain subject to all confidentiality obligations and use restrictions herein).
(f) Survival. The following provisions of this Agreement shall survive termination of this Agreement and you agree to remain bound by those provisions that survive termination of this Agreement: 2 (last sentence), 6 through 13 inclusive, 14(3) and (f), 16, 17, 18, 20 and 21.
16. Links. Links on PurView will enable you to leave PurView and connect directly to linked sites. Teranet is providing these links only as a convenience. Such linked sites are entirely independent of PurView, 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. When linking to a site outside of PurView, including another Teranet Group site, you are leaving the privacy coverage of PurView 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.
17. Feedback. We would like to hear from you regarding Teranet’s products and services. Please note that if you send us feedback, suggestions, ideas, or other information (collectively, “Feedback“), Teranet shall be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation to you.
18. Laws. The Agreement will be governed by the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein. You agree to the exclusive forum of the courts of Ontario in respect of disputes relating to this Agreement.
19. Severability. If any provision of this Agreement shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of any remaining provisions.
20. Amendments. Teranet reserves the right to add, amend, remove or augment PurView and the Content at any time. You agree we may, from time to time, at our discretion, amend or supplement this Agreement on 10 days’ notice to you, including without limitation, by email, electronic notice, by posting any amendments on or requiring re-acceptance of the terms by way of PurView. Please ensure sure you keep your email address updated with us and that any browser pop up blocker you use does not block these pop-up notifications. You are advised to periodically check PurView so you will be aware of such amendments. Continued use of PurView and Content by you shall constitute acceptance of any revisions to this Agreement.
21. Audit. Teranet may upon written request to you examine and inspect, during normal business hours, your materials and records relating to PurView, Content and this Agreement. If you are found to be in contravention of these Terms and Conditions you will be responsible for all audit costs.
22. Paramountcy. These Terms and Conditions shall take priority over all attachments to the Agreement, including the Account Application, except as otherwise expressly set out in the Terms and Conditions or the Account Application.
23. PROPERTY MONITORING
In addition to the terms and conditions set out above, which shall be read to be applicable to the Property Monitoring, the following additional terms and conditions are also applicable to your use of Property Monitoring. Please note, not all Users have access to Property Monitoring.
(a) Property Monitoring can monitor for specific instrument registrations on residential real properties in the Province of Ontario provided you have pending or current charge or security interests (“Charges”), registered or to be registered in the Ontario Provincial Land Registry Office. Each property title has a property identification number (“PIN”) that is monitored and will be checked to see if any registration activity meeting the Property Monitoring parameters you have selected has occurred. On the timeline selected by you when you established your Property Monitoring parameters, you will be sent a Property Monitoring report that provides data about certain registration activity that has occurred for certain properties during the reporting period. Property Monitoring reports shall be considered “Content” for the purposes of this Agreement. Monitoring of a property can be cancelled at any time and must be cancelled when you no longer have an interest in subject property.
(b) You represent and warrant that you have a financial interest, by way of a charge document or security interest under your own name, in each property that is being monitored by Property Monitoring.
(c) Monitoring of a property can be cancelled by us at any time if we deem you no longer have an interest in a subject property.
(d) Property Monitoring is provided as is, as available basis. Please note that Property Monitoring reports will only reflect data relating to active instruments and plans registered in the Ontario Provincial Land Registry System. Data for unregistered and inactive instruments and plans are not contained in Property Monitoring reports. Information in Property Monitoring reports are not an official government record or title search and may not reflect the current status of interests in land as shown in the Ontario Provincial Land Registry System.
(e) For each property monitored, you will pay us the applicable fee, plus applicable taxes.
24. PURVIEW DIRECT API
In addition to the terms and conditions set out above, which shall be read to be applicable to the API, modified as appropriate, the following additional terms and conditions are also applicable to your use of the PurView Direct API (“API”). Please note, not all Account Holders or Users have access to the API.
(a) The API permits authorized Users to access certain Content by way of API connection between an Account Holder’s internal use loan adjudication application (“Application”) and the PurView database instead of or in addition to using the PurView website.
(b) The Account Holder is granted a limited, non-exclusive, non-transferable right to interface its Application with the API for the purpose of making Content accessible for use by Users by way of the Application.
(c) A User is responsible for electronically delivering, on a record by record basis, by way of the API, an owner name and/or the civic addresses for which the User requires Content (“API Request”). After receipt of an API Request, we will deliver, where available, Content which corresponds to the name and/or address set out in the API Request.
(d) You agree to have in place best industry protections and security measures, including physical, technological and procedural safeguards, designed to protect against: (i) the loss or misuse of API or Content, including, without limitation any unauthorized access or disclosure to unauthorized individuals; (ii) the inadvertent, unauthorized and/or unlawful processing, modification, transfer, sale or rental of API or Content; or (iii) any other act or omission that compromises the security, confidentiality, or integrity of the API (“Data Security Breach”). Upon request, you will provide evidence that you maintain such protections and security measures.
(e) You shall notify us immediately but in no event later than 48 hours from the date of obtaining knowledge of any Data Security Breach that impacts the API or Content and, at your cost and expense, assist and cooperate with us concerning any investigation, or disclosures to affected parties, and other remedial measures as requested by us or required under applicable law.
(f) You acknowledge and agree that all right, title and interest in and to the API will at all times be vested in and remain the property of Teranet. No title or ownership rights whatsoever are transferred to you.
Legal – Version 6.0 December 1, 2021
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