Terms and Conditions of Sale

Taxes

All purchases dispatched to any Canadian location are subject to the appropriate tax as outlined below.

• 13% HST – ON
• 15% HST – NS / NB / PE / NL
• 5% GST – BC / MB / AB / SK / QC / YT / NT / NU

All orders dispatched to the U.S. and foreign territories are exempt from Canadian taxes.

Payments

• All new clients must pre-pay.
• All orders for Online Accounts must be pre-paid.
• All U.S. and Foreign-bound orders must be pre-paid.
• All other publishers’ products (i.e. non-Scott’s titles) must be pre-paid.

Licensing Terms and Conditions of Use Agreement

These terms and conditions, together with the ordering document to which they are attached or the ordering document that incorporates these terms and conditions by reference (the “Ordering Document”), constitute a binding agreement between the parties identified in the Ordering Document (with Owen Media Partners Inc. being referred to as the “Provider” and the other party, the licensee, being referred to as “Subscriber” and the aforementioned agreement being referred to as this “Agreement”), effective as of the date of the Ordering Document (the “Effective Date”). Provider and Subscriber may be referred to herein collectively as the “Parties” or individually as a “Party.” Capitalized terms used but not defined in these terms and conditions have the meaning given to those terms in the Ordering Document. The Parties agree as follows:

1. License.

   (a) License Grant. Subject to and conditioned on Subscriber’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Subscriber a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 12) license during the Term to access and use the proprietary online databases, informational websites and/or data feeds listed in the Ordering Document (collectively, the “Data Sources”; data and information available through the Data Sources is collectively referred to as the “Data”) (as well as download the Data through the Data Sources and use the Data obtained through its lawful access to and use of the Data Sources) solely for Subscriber’s internal business purposes (the “Permitted Use”). The total number of users authorized to access and use the Data Sources (each, a “User”) and amount of usage by the Subscriber will not exceed the limits set forth in the Ordering Document, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the fees payable hereunder.

   (b) User Accounts. Access to and use of the Data Sources requires the creation of user accounts by Users. Each User must have a unique, registered User ID and password for each Data Source. Only one User can log on with a particular User ID at any time. User IDs (and associated accounts) cannot be shared and passwords must be kept secret. Users may not resell or redistribute the Data to third parties, including Subscriber’s clients or other individuals employed by or associated with the Subscriber. Additional User IDs and accounts can be purchased from Provider subject to payment of the applicable additional seat prices then in effect.

   (c) Internet Protocol Address Recognition. Data Sources may allow access through an IP-recognition feature providing login-free access for anyone accessing such Data Source from a pre-approved IP address. Such IP-recognition accounts are licensed according to the predetermined total number of Users that may log in from that IP address, and it is the Subscriber’s sole responsibility to manage and enforce the total limit as outlined in the Ordering Document.

   (b) Use Restrictions. Subscriber shall only use the Data for the Permitted Use and shall not disclose, release, distribute, or deliver the Data, or any portion thereof, to any third party without Provider’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Provider. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Subscriber shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Data, in whole or in part including, without limitation, by way of merging Data with that of any other directory, index or similar resource; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data; (iii) to provide any service to any third party including without limitation, providing any mailing list, sales prospecting list, survey list, broadcast fax, broadcast e-mail, broadcast SMS, publishing of any directory, or any other information or consulting service which provides or prepares information via any computing device; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data or methods used to harvest, collect, update, supplement, consolidate, and/or compile the Data, in whole or in part; (iv) remove any proprietary notices included within the Data; (v) publish, enhance, or display any compilation or directory based upon information derived from the Data; or (vi) use the Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

   (c) Reservation of Rights. Provider reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or other right, title, or interest in or to the Data.

   (d) Monitoring of Usage. Provider retains the right to monitor all Subscriber user accounts for the Data Sources and all usage of the Data Sources to determine the amount of usage and the types of searches being conducted by Subscriber including, without limitation, monitoring of selected records within the Data Sources.

2. Fees and Payment.

   (a) Fees. Subscriber shall pay Provider the fees (”Fees”) set forth in the Ordering Document without offset, setoff or deduction. Subscriber shall make all payments hereunder in Canadian dollars on or before the due date set forth in the Ordering Document. If Subscriber fails to make any payment when due, in addition to all other remedies that may be available: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Subscriber shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for five or more days following written notice thereof, Provider may prohibit access to the Data Sources until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Subscriber or any other person by reason of such prohibition of access to the Data Sources.

   (b) Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all goods and services, harmonized sale, sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or territorial governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Provider’s income.

3. Confidential Information and Data Security.

   (a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information[, whether orally or in written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not] marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, the Data will be deemed Confidential Information of Provider. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

   (b) Data Security. Subscriber shall use all reasonable legal, organizational, physical, administrative and technical measures, and security procedures to safeguard and ensure the security of the Data Sources and to protect the Data Sources from unauthorized access, disclosure, duplication, use, modification, or loss, including without limitation, the requirements contained set forth in the Ordering Document.

4. Intellectual Property Ownership. Subscriber acknowledges that, as between Subscriber and Provider, Provider owns all right, title and interest, including all intellectual property rights, in and to the Data Sources and the Data. Subscriber further acknowledges that: (a) each of the Data Sources is an original compilation protected by copyright laws; (b) Provider has dedicated substantial resources to collect, manage and compile the Data and create the Data Sources; and (c) the Data Sources and the collection of Data contained therein or available through same, constitute trade secrets of Provider. Provider may terminate this Agreement without advance notice to Subscriber or an opportunity for Subscriber to cure and without further obligation or liability if Subscriber contests any of Provider’s right, title, or interest in or to the Data, including without limitation, in a judicial proceeding anywhere throughout the world.

5. Disclaimer of Warranties and Conditions.

   (a) General Disclaimer. THE DATA IS PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES AND CONDITIONS ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE DATA SOURCES, THE DATA, OR ANY PRODUCTS OR RESULTS OF THEIR USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, COMPLY WITH (OR ARE OR CAN BE ADAPTED TO COMPLY WITH) ANY LAWS, CONTRACTUAL REQUIREMENT OR ANY OTHER LEGAL REQUIREMENT, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, CURRENT, FREE OF HARMFUL CODE, OR ERROR FREE.

   (b) Acknowledgement. Subscriber hereby acknowledges and confirms the following:

   1. One or more Data Sources include e-mail addresses, fax numbers and mobile numbers for various employees and other representatives of the listed businesses (collectively, “Individuals”).
   2. Provider has neither sought nor obtained consent from any such Individuals or the underlying business in terms of inclusion of such contact information in the Directory.
   3. Provider has neither sought nor obtained consent from any such Individuals or the underlying business in terms of receipt of commercial electronic messages, including e-mail, direct messages or faxes (each, a “CEM”).
   4. Mobile numbers listed in the Directory may in fact constitute a personal mobile number which may or may not also be used for business purposes.
   5. Use of any contact information associated with an Individual may constitute a violation of such Individual’s privacy rights.
   6. Sending a CEM to any Individual or the underlying business may constitute a violation of anti-spam laws including, without limitation, Canada’s Anti-Spam Legislation (aka CASL).

   (c) Allocation of Risk. Subscriber is solely responsible for ensuring that its proposed use of the Directory or any information contained therein complies with applicable laws and does not infringe any third party rights. Use of the Data Sources and Data is at Subscriber’s sole risk. Provider will not have any liability whatsoever in terms of any use of the Data Sources and Data by Subscriber including, without limitation, where such use violates any laws or other legal requirements.

6. Indemnification. Subscriber shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any claim based on Subscriber’s: (i) negligence or wilful misconduct; (ii) violation of any applicable laws; and/or (ii) use of the Data Sources and/or Data in a manner not authorized by this Agreement, provided that Subscriber may not settle any Third-Party Claim against Provider unless such settlement completely and forever releases Provider from all liability with respect to such Third-Party Claim or unless Provider consents to such settlement, and further provided that Provider shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

7. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS, LOSS OF BUSINESS OPPORTUNITY, FAILURE TO REALIZE EXPECTED SAVINGS, LOST PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID TO PROVIDER BY SUBSCRIBER UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

8. Term and Termination.

   (a) Term. The initial term of this Agreement begins on the Effective Date and, except where otherwise provided in the Ordering Document and unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until one year from such date (the “Initial Term”). Unless otherwise provided in the Ordering Document, the term of this Agreement will automatically renew for successive one year renewal terms (each, a “Renewal Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term (The Initial Term together with any Renewal Terms are collectively referred to as the “Term”).

   (b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

   1. (i) Provider may terminate this Agreement, effective on written notice to Subscriber, if Subscriber[: (A) fails to pay any amount when due hereunder, and such failure continues more than five days after Provider’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 1(b) or Section 3;
   2. (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
   3. (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

   (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license and other rights granted to Subscriber hereunder will also terminate, and, without limiting Subscriber’s obligations under Section 3, Subscriber shall cease using and delete, destroy, or return all copies of the Data and certify in writing to the Provider that the Data has been deleted or destroyed. No expiration or termination will affect Subscriber’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Subscriber to any refund.

   (d) Survival. This Section 8(d) and Sections 2, 3, 6, 7, and 9 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

9. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the Ordering Document, these terms and conditions, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Ordering Document; (ii) second, these terms and conditions; and (iii) third, any other documents incorporated herein by reference.

10. Notices. All notices, requests, consents, claims, demands, waivers, and other formal communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at the address specified in the Ordering Document (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section).

    Notices sent in accordance with this Section 10 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) when sent, if by facsimile or email (in each case, with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours.

11. Force Majeure. In no event shall Provider be liable to Subscriber, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12. Amendments and Modifications. No amendment to or modification or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party.

13. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario.

16. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be instituted in the courts of the province of Ontario, Canada, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, Provider may commence legal proceedings in any jurisdiction in which there has been any misappropriation of Data and/or any creation or retention of any database, index, directory, repository, compilation or similar materials derived from one or more Data Sources, or any other derivative work.

17. Assignment. Subscriber may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment, transfer, or delegation in violation of this Section 17 is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

18. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

19. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 3 or, in the case of Subscriber, Section 1(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

20. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

For Medical Subscriptions: Licensing Terms and Conditions of Use Agreement

BY PROVIDING iMD HEALTH GLOBAL CORP. WITH A SIGNED COPY OF THIS AGREEMENT, YOU AGREE YOU HAVE READ THIS AGREEMENT, UNDERSTAND AND ACCEPT ALL THE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.

• MONITORING OF USAGE: IMD Health Global Corp. (“the Provider”) and MdSelect.ca retain the right to monitor all accounts to determine the amount of usage and the types of searches being conducted, including the monitoring of selected records within MdSelect.ca’s Canadian Medical Directory Database (the “Database”).
• LICENCE AND RESTRICTIONS: Upon payment of the Contract Price, the Provider shall provide to you a limited, non-exclusive, non-sublicensable licence to use the data in the Database (the”Data”) provided subject to the terms of this Agreement and the scope of your rights are determined by whether you have purchased: 2(a) or 2(b). No transfer of Data obtained from the Provider to any party is allowed, unless expressly permitted herein. The Data may not be used for the purpose of providing any services to other parties, whether or not for profit, including but not limited to: providing mailing lists, sales prospecting lists, survey lists, broadcast faxes, broadcast e-mail, publishing of directories, or any other information or consulting service which provides or prepares information via computer. You may not use, copy, distribute, translate, transmit, merge, modify, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to another party, the Data in any way, except as expressly provided for in this Agreement. You must take all necessary precautions to prevent anyone else from violating the terms of this Agreement. This section shall survive the termination of this Agreement.
  • a) Regular, non-IP-recognition accounts: MdSelect.ca requires each individual User to have a unique, registered User ID and Password for the web site in all non-IP-recognition accounts. Only one User can log on with a particular User ID at any time; User IDs and Passwords cannot be shared by multiple, simultaneous Users; User may not resell or redistribute the data to third parties, including User’s clients or individuals within the User’s organization. Additional User IDs can be purchased at special additional seat prices, and activated immediately. Please contact us for further details.
  • b) IP-recognition accounts: MDelect.ca accounts with IP-recognition offers unobstructed log-ins for anyone accessing MdSelect.ca from your IP-address; thereby eliminating the requirement for individual IDs and Passwords. MdSelect.ca IP-recognition accounts are licensed according to the predetermined total number of users that may log in from that IP address, and it is the licensee’s responsibility to manage and enforce the total limit as outlined on the following page of this agreement.
• LICENSE TERM: This licence agreement is for a term of one year from the date of activation.
• COPYRIGHT: The Database and web site MdSelect.ca is protected by Canadian, United States, and international copyright and intellectual property laws. All rights to the Database and web site are owned by IMD Health Global Corp. By downloading Data, you do not become the owner of the Data, but are entitled only to use it in accordance with the terms and conditions of this Agreement.
• DATA CONDITIONS: Except as specifically provided herein, MdSelect.ca provides the Database and all resulting Data Subsets "AS IS". MdSelect.ca gives no other express or implied warranties, representations, promises or guarantees of any kind, statutory or otherwise, with respect to the Database, its functions, contents, or user documentation. While MdSelect.ca makes every effort to keep the Database complete, accurate and up to date, the entire risk as to the quality and performance of the Database and the results from use of selected Data Subsets is with you. You assume all responsibility for selection of the Data Subsets needed to achieve your intended results, and for the use of and results obtained from the Data Subset.
• LIMITATION OF LIABILITY: In no event will IMD Health Global Corp. (“the Provider”) or MdSelect.ca be liable for any damages including but not limited to, any lost profits, lost savings, indirect, special, incidental, economic or consequential damages, arising out of the use, or inability to use the Database or Data Subsets, or for claim by any other party. In no case will IMD Health Global Corp. (“the Provider”) or MdSelect.ca be liable, in any kind of legal claim in any way connected with the use of the MdSelect.ca, web site or the Database, for more than the amount paid by you for the use of the Data. IMD Health Global Corp. and MdSelect.ca’s entire liability and your exclusive remedy shall be at the option MdSelect.ca to either refund the amount you paid for the Data Subset or provide you with corrected items.
• INDEMNITY: In the event of any claim, suit or action by any third party against the Provider arising out of any use of the Information, you/User shall indemnify and hold harmless the Provider against any judgment, liability, loss, cost or damage (including any settlement amount, litigation costs and reasonable legal fees) related to such claim, suit or action.
• REFUNDS: A Scott’s Directories Online Prospector or custom list is non-cancelable.