DEFINITIONS
In this agreement, capitalized terms have the meanings set out below:
«Authorized User» means a person (employee, contractor or student) who has been specifically authorized by the Subscriber to access the Product from the Subscriber’s Site or Network and for which the Subscriber has purchased a License.
«License Fee» means the fee to be paid to CCOHS by a Subscriber in return for the grant of a license by CCOHS to use the Product.
«Loss» means any loss, damage or expense incurred by the Subscriber, Authorized User or any third parties arising from acts or omissions of the Subscriber under this agreement, the use of the Product by the Subscriber and any Authorized User under this Agreement or reliance by the Subscriber and any Authorized User under this Agreement upon any information contained in the Product, whether due to errors or omissions in the Product or otherwise.
«Multi User License» means a License that permits a specified number of Users access to the Product.
«Multi User Subscriber» means a Subscriber who has purchased a Multi-User License to allow a specified number of Users access to the Product through a Network, including an intranet.
«Network» means a local, intranet or wide area network with terminals connected within the Subscriber’s organization or with terminals linked together by remote access software.
«Product» means the CCOHS CD-ROM product or products for which the Subscriber has placed an order with CCOHS and includes any installation disks, pamphlets, manuals and other material delivered to the Subscriber.
«Single User License» means a License that permits a single user to access the Product.
«Single User Subscriber» means a subscriber who has paid CCOHS the standalone License Fee to access the Product from a Site.
«Site» means a physical location affiliated with the Subscriber where the Subscriber may permit access to the Product to Authorized Users for which the Subscriber has purchased a License.
«Subscriber» means the individual, person or organization who ordered the Product and has agreed to pay the License Fee.
«Subscription Period» means the duration of the Single User or Multi User License during which a Single User Subscriber or Multi User Subscribers, as the case may be, may access the Product.
RIGHTS GRANTED TO THE SUBSCRIBER
In exchange for paying the License Fee, CCOHS grants to the Subscriber a non-exclusive right and license for the duration of the Subscription Period to use the Product subject to the terms and conditions of this agreement (the «License»). The Subscriber is entitled to the following:
To Conduct Searches. The Subscriber may conduct searches of the information contained in the Product and make copies of the results of the searches for the Subscriber's own use. These rights may be exercised in the case of a Single User Subscriber by one Authorized User at a time on a standalone computer and in the case of a Multi User Subscriber by the number of Authorized Users for which the Multi User Subscriber has paid a License Fee.
To Updates (if any) and Support. The Subscriber is entitled to any updates to the Product that CCOHS undertakes during the subscription period. By way of support, CCOHS will make a customer service representative available during CCOHS' business hours to answer questions from Users about the Product.
To Replacements for Defective Products. CCOHS will replace any defective Product that is returned to CCOHS within 30 days of delivery. Warranty. CCOHS warrants that the Product will perform substantially in accordance with the accompanying written materials.
SUBSCRIPTION PERIOD
The Subscription Period, unless otherwise agreed between CCOHS and the Subscriber prior to issuance of CCOHS’ invoice to the Subscriber, shall be one (1) year from the date of the invoice delivered to the Subscriber by CCOHS in respect of the License Fee to be paid by the Subscriber.
OBLIGATIONS OF SUBSCRIBERS
The Subscriber agrees:
To Pay the License Fee. The Subscriber shall pay for the Product within 30 days of receipt. The License Fee entitles the Subscriber to delivery by first class mail but does not include any applicable customs charges and duties. Any special shipping arrangements are at the Subscriber’s expense. To Maintain Integrity of Product. The Subscriber shall use reasonable care to protect the copyrights and trade secrets and prevent unauthorized use or copying of licensed products which comprise the Product. The Subscriber shall limit access to the Product to Authorized Users only and will ensure the Authorized Users do not copy, decompile, reverse engineer the Product or otherwise tamper with or attempt to reveal the proprietary programming techniques or structure of the Product. Information arising from use of this Product may not be re-sold or utilized for any commercial purpose.
RTECS® database Subscribers only: Subscribers agree to comply with all applicable United States federal, state and local laws and regulations in performing their duties with respect to the RTECS® database, including prevention of access from any country to which export or transmission is restricted by applicable US law or regulation.
To Indemnify and Save Harmless CCOHS and its Licensors. The Subscriber, its Authorized Users, officers, employees, agents and representatives (the «Subscriber Parties») shall at all times indemnify, defend and save harmless CCOHS and CCOHS’ officers, employees, agents, representatives and licensors from and against all losses, costs and expenses, claims, demands, suits and other proceedings for personal injury, death or property damage or loss arising out of or related to any act or omission of the Subscriber Parties, in the exercise of the rights granted herein.
To Return Product upon Termination due to Breach. The Subscriber shall return the Product to CCOHS if CCOHS terminates this agreement as a result of a breach by Subscriber of the terms or conditions of this agreement. This obligation survives termination of this agreement. Not to Assign. The Subscriber shall not sell, transfer or assign the Product or the rights and obligations of the Subscriber or its Authorized Users under this agreement.
DISCLAIMER WARRANTIES
THE WARRANTIES SET FORTH HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY CCOHS. CCOHS EXPRESSLY DISCLAIMS, AND SUBSCRIBER HEREBY EXPRESSLY WAIVES, ALL OTHER EXPRESS WARRANTIES AND ALL DUTIES, OBLIGATIONS AND WARRANTIES IMPLIED IN LAW, INCLUDING WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CCOHS DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE OPERATION OR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. CCOHS’ LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF CCOHS ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE PRODUCT. THE PARTIES AGREE THAT THE PRODUCT’S FAILURE TO PERFORM IN ACCORDANCE WITH ANY SPECIFICATIONS WHICH MAY HAVE BEEN COMMUNICATED TO SUBSCRIBER BY CCOHS SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN.
DISCLAIMER WITH RESPECT TO COMPATIBILITY AND MISAPPLICATION
CCOHS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPATIBILITY OF THE PRODUCT WITH THIRD-PARTY PRODUCTS OR THE ABILITY OF THE PRODUCT TO INTEGRATE WITH THIRD-PARTY PRODUCTS. THE SUBSCRIBER AGREES THAT CCOHS IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE SUBSCRIBER’S COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE GRANT OF THE LICENSE OF THE PRODUCT HEREIN NOR FOR PROBLEMS IN THE INTERACTION OF THE PRODUCT WITH SOFTWARE NOT PURCHASED OR LICENSED FROM CCOHS. CCOHS WILL HAVE NO RESPONSIBILITY TO REPLACE OR REFUND THE LICENSE FEE FOR MEDIA DAMAGED BY ACCIDENT, ABUSE OR MISAPPLICATION OF THE PRODUCT BY THE SUBSCRIBER OR ITS AUTHORIZED USERS.
LIMITATION OF LIABILITY
NEITHER CCOHS OR SUBSCRIBER SHALL HAVE ANY LIABILITY WITH RESPECT TO THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT SUCH DAMAGES RESULT FROM (a) LOSS OR DAMAGE TO PROPERTY OR PERSON CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFULL CONDUCT OR (b) A PARTY’S INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
THIS LIMITATION OF LIABILITY EXCLUDES GROSS NEGLIGENCE ON THE PART OF BOTH THE SUBSCRIBER OR CCOHS AND INFRINGEMENT CLAIMS AGAINST SUBSCRIBER OR CCOHS. BOTH PARTY’S LIABILITY IN THE EVENT OF SUCH CLAIMS SHALL BE LIMITED TO THE AMOUNT CCOHS HAS INVOICED SUBSCRIBER OVER THE PREVIOUS TWELVE (12) MONTHS.
RIGHTS RESERVED BY CCOHS
CCOHS reserves the right:
To Limit its Liability. CCOHS' liability is limited as aforesaid.
To Modify this Agreement. CCOHS may modify any of the terms of the subscription or of the agreement upon 30 days' written notice to the Subscriber. However, the Subscriber may terminate its subscription if the modification is not acceptable by giving CCOHS 30 days' written notice. To Modify the Product. CCOHS may change the Product, including without limitation, cease to make the Product available. If CCOHS ceases to provide the Product it will refund that portion of the license fee applicable to the undelivered Product.
Early Termination for Convenience. Subscriber may terminate this Agreement for convenience under the following terms:
(a) the Subscriber may, within the first thirty (30) days of the Subscription Period, terminate this Agreement and receive a full refund of the License Fee. In this scenario, Subscriber shall immediately provide CCOHS with written notice of Subscriber’s decision to cease its subscription; or
(b) the Subscriber may, after a period of thirty (30) days but before the second update to the Product is shipped to the Subscriber during the Subscription Period, terminate this Agreement by immediately providing CCOHS with a written notice of Subscriber’s decision to cease its subscription. In this scenario, the Subscriber shall receive a partial refund of the License Fee, the amount of such refund to be determined by CCOHS.
The Subscriber shall have no right of early termination other than as provided in this section, and any failure of the Subscriber to adhere to its obligations under this Agreement shall be a breach of this Agreement by Subscriber.
Early Termination for Breach. CCOHS may terminate this license agreement if the Subscriber or Authorized User breaches any term or condition of this agreement. Further, the parties agree that in the event of early termination by CCOHS for breach by Subscriber or Authorized User as aforesaid, and without limiting any other rights or remedies available to CCOHS under this agreement, at law or in equity:
(a) the Subscriber shall immediately pay to CCOHS as liquidated damages and not as a penalty, all amounts due or payable under this agreement including without limitation amounts which would have been payable by Subscriber over the remainder of the Subscription Period;
(b) the License Fee paid to CCOHS by the Subscriber for the Subscription Period shall be forfeited by the Subscriber and CCOHS shall retain the License Fee in its entirety as liquidated damages and not as a penalty.
On termination of this license agreement, howsoever caused, the Subscriber shall immediately return the Product to CCOHS. The parties agree that this section entitled «Termination for Breach» shall survive termination of this agreement, howsoever caused. Reservation of Rights. All rights not expressly granted are reserved by CCOHS.
OTHER PROVISIONS
The following provisions apply to this agreement:
Applicable Laws. The license agreement will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada unless otherwise specifically indicated in this agreement.
Severability. If a term or condition of this agreement is found to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.
Survival. All obligations of the parties, which expressly or by their nature survive surrender, termination or expiration, shall continue in full force and effect subsequent to and notwithstanding such surrender, termination or expiration, until they are satisfied or by their nature expire, including without limitation, restoration, remediation and indemnification obligations.
Time Limitation of Claim. Any claim against CCOHS must be brought within one year after the cause of action arises.
Copyright. This software is owned by CCOHS or its licensors and is protected by applicable copyright legislation and international treaty provisions.
For further information on this document contact CCOHS Client Services at 1-800-668-4284 or 905-570-8094 or clientservices@ccohs.ca
