Reed Construction Data Registration Agreement
Last Revised: February 2010
1. SERVICE: This agreement (“Agreement”) governs the terms of your access to the digital edition of Daily Commercial News and Journal of Commerce, Building Reports Online on Daily Commerical News and Journal of Commerce and Tender and Subtrades on Daily Commercial News (the “Service”) furnished by Reed Construction Data Inc. (“RCD”) on www.dailycommercialnews.com and www.journalofcommerce.com (the “Site”) and your use of the Service. RCD reserves the right to modify the form or content of the Service from time to time and RCD shall not be liable to you for not providing you with notice of any modification of the Service. Subject to all of the terms and conditions hereof, RCD grants you a personal, nontransferable, nonassignable and nonexclusive license during the term of your active registration to use data furnished by RCD by means of the Service (the "Information") solely for internal purposes in your business.
2. PROPRIETARY RIGHTS: The Information constitutes proprietary information belonging to RCD or its licensors. As between the parties, RCD shall retain all right, title and interest in and to the Information, including all copyrights and other proprietary rights therein. All rights not expressly licensed to you hereunder are hereby reserved by RCD and/or its licensors.
3. RESTRICTIONS: You agree not to: (i) disclose, publish, distribute, transfer, disseminate, or make available the Information to any third party, directly or indirectly; (ii) use any robot, spider, scraper or other automated means to access the Service or Information for any purpose; (iii) use the Information directly or indirectly to compete with any products or services of RCD or its affiliates; (iv) use the Information as a basis for providing project leads in any product or service disseminated to any third party (a “Competitive Product”), directly or indirectly, or otherwise use the Information to compete with RCD or its affiliates; (v) use the Information, directly or indirectly, to provide data or information to any provider of Competitive Products or any affiliate thereof; (vi) use the Information to create derivative works; or (vii) use the Information or the Service to create an archival database. You represent and warrant to RCD that: (a) you are not a supplier of Competitive Products, nor are you subscribing to the Information, directly or indirectly, for the purpose of providing data or competitive information to a supplier of Competitive Products or any affiliate thereof; and (b) you have entered into this Agreement under your true legal name and are not, directly or indirectly, impersonating any real or fictitious person or entity, acting as agent for a third party who is a provider of Competitive Products or any affiliate thereof, or otherwise acting so as to deceive RCD as to your actual identity. RCD may “seed” the Information from time to time with a small quantity of data that does not correspond to actual construction projects for the sole purpose of identifying unauthorized disclosures or uses of Information.
4. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY: YOU UNDERSTAND AND AGREE THAT THE INFORMATION AND THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND RCD MAKES NO REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE INFORMATION, THE SERVICE OR ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER, OR GUARANTEE OF ANY RESULTS TO BE DERIVED THEREFROM. WITHOUT LIMITATION OF THE FOREGOING, RCD HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DESIGN, CONDITION, QUALITY, ACCURACY, RELIABILITY, CAPACITY, MATERIAL WORKMANSHIP, COUNTS, SCALES, COMPLETENESS OR THE LIKE, OR THAT THE SERVICE SHALL BE UNINTERRUPTED, IT BEING EXPRESSLY AGREED THAT ALL SUCH RISKS SHALL BE BORNE BY YOU. You agree to verify all scales, dimensions, values, costs, quantities and any other data important to your use of the Information. Under no circumstances shall RCD or its affiliates be liable to you or any other person or entity for any incidental, indirect, special, punitive or consequential damages of any nature or kind whatsoever, including any interruption or loss of service, any loss of goodwill or profits, or business loss arising out of, or in connection with, any deficiency or inadequacy of Information, including any Information that is “seeded” with data that does not correspond to actual construction projects, or other materials or services made available by RCD or the preparation of proposals or bids using any of the foregoing items. You agree that you bear all risks associated with the use of the Information, including any reliance on the accuracy, completeness, or usefulness of the Information. In no event shall the total liability of RCD or its affiliates to you for all damages, losses and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from your use of the Service or Information exceed, in the aggregate, the amount paid by you during the preceding year for your subscription to the Service. You agree to hold RCD harmless of and from any and all loss, cost, expenses, or liability arising out of your use of the Service or the Information or any other services or materials furnished by RCD. You agree to indemnify, defend and hold harmless RCD and its affiliates and their employees, directors, officers, agents, licensors, representatives and contractors, against any loss, claim, judgment or expense (including reasonable legal fees and disbursements) arising out of: (i) any breach by you of any representation, warranty, covenant or other term or condition hereof; or (ii) any claim or threatened claim by any individual or entity made against RCD or its affiliates relating to your use of the Service or the Information or any other services or materials furnished by RCD.
5. MISCELLANEOUS: This Agreement and the relationship between you and RCD shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to its conflict of law provisions. You and RCD each agree to submit to the personal and exclusive jurisdiction of the courts located in the City of Toronto, Ontario with respect to any cause of action that may arise in connection with this Agreement, the Service or the Information. The failure by you or RCD to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions hereof shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. Without limitation of its rights and remedies hereunder, RCD may terminate this Agreement in the case of any breach hereof by you hereunder, including, without limitation, any failure to pay applicable fees. You may not assign your rights, duties or obligations under this Agreement to any person or entity without the prior written consent of RCD, not to be unreasonably withheld. You shall comply with all laws, including export control laws and regulations, applicable to your use of the Service or the Information. Sections 2-5 of this Agreement shall survive the expiration or sooner termination hereof. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, conditions, covenants, understandings or agreements relative hereto which are not fully expressed herein. This Agreement supplements the terms and conditions set forth on the Site, provided that, in the event of any conflict or inconsistency between this Agreement and such terms and conditions, this Agreement shall govern.
BY CLICKING ON THE “I ACCEPT” BOX BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE ABOVE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS.