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DMTI SPATIAL INC.

Location Hub® Portal / Location Hub® Portal Data Quality
END USER LICENSE AGREEMENT
FOR EVALUTION PURPOSES


IMPORTANCE NOTICE: Read this End User License Agreement (“Agreement”) carefully before accessing and utilizing the Location Hub® Portal / Location Hub® Portal Data Quality
(the "LH Portal Service").  Access and use of the LH Portal Service are authorized within the United States and Canada, in accordance with the following terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS AND USE THE LH Portal Service.

ACCEPTANCE OF TERMS. BY SCROLLING TO THE BOTTOM OF THIS AGREEMENT AND CLICKING ON THE "I Agree" BUTTON, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. CUSTOMER REPRESENTS THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT.

THIS AGREEMENT is made as of the date the Customer accepts this Agreement (the "Effective Date"), by and between: DMTI SPATIAL INC. ("DMTI"), a corporation incorporated under the laws of the Province of Ontario with its head office at 15 Allstate Parkway, Suite 400, Markham, Ontario L3R 5B4, Canada, and the customer ("Customer") utilizing the LH Portal Service.

1. Grant of Evaluation License. 

(a)    DMTI shall grant to Customer a non-exclusive, non-transferable limited evaluation license to access LH Portal Service and the supporting materials, user manuals, etc., (collectively the "Materials"), subject to the terms and conditions contained herein; and

(b)   DMTI specifically grants the Customer a thirty (30) day evaluation period (the “Evaluation Period”), calculated with reference to the Effective Date.  Customer shall utilize the LH Portal Service and the Materials (collectively the “Licensed Products”) solely for its own internal evaluation, and not for the processing of records for third parties, as a service bureau, or for other similar purposes.  Customer will not sell, rent, market, lease, publish, or sublicense the LH Portal Service and the Materials or create a subset or derived product therefrom for distribution to third parties.

 

2. Transactions.  During the Evaluation Period the Customer shall be entitled to upload an unlimited number of records to be processed utilizing the LH Portal Service and the Customer shall receive a “Data Quality Report.”   The Customer will not have access to their processed data files, the Customer must purchase Transaction Credits to access their processed data files.


3. Intellectual Property.  Customer acknowledges that the LH Portal Service and Materials are owned either by DMTI or licensed from DMTI’s third party suppliers and the aforesaid Licensed Products are copyrighted.  Unauthorized copying of the Licensed Products is expressly forbidden and Customer may be held legally responsible for copyright infringement which is caused or encouraged by its failure to abide by the terms of this Agreement.

4. Trademarks. The Licensed Products are marketed under certain registered and unregistered trademarks, which are the sole and exclusive property of DMTI.  The Customer acquires no interest in any of such trademarks and shall not modify or remove such trademarks.  Customer may not use any DMTI trademarks without the express written consent of DMTI.

5. Canada Post Data. The Licensed Products contain Postal CodeOM data copied under license from Canada Post Corporation. The Canada Post Corporation file from which this data is copied is at least two (2) months prior to the Effective Date or later in the case of updates.  Postal CodeOM is an official mark of Canada Post Corporation.  With respect to the Canada Post data included in the Licensed Products, Customer acknowledges that DMTI has been granted certain rights to use and copy (i) Canada Post data from Canada Post data files for the purposes of creating derivative files, or (ii) data from such Canada Post data files, for distribution in conjunction with DMTI products/services. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE LICENSED PRODUCTS CONTAINING POSTAL CODEOM DATA SHALL BE SUBJECT TO THE TERMS OF SCHEDULE "A", ATTACHED TO AND FORMING A PART OF THIS AGREEMENT.

6. Confidentiality. Customer and DMTI may each have access to the Confidential Information of the other party in connection with this Agreement. "Confidential Information" means all proprietary data and information embodied in the Licensed Products and all data and information relating to the business and management of DMTI and Customer (including Customer Data submitted for processing). Each party hereby agrees that it shall not disclose any Confidential Information obtained by it hereunder from the other party. Confidential Information shall not include any data or information which: i) is or becomes publicly available through no fault of the other party; ii) is already in rightful possession of a party prior to its receipt from the other party; iii) is independently developed by the other party; iv) is rightfully obtained by the other party from a third party without a confidentiality obligation; v) is disclosed with the written consent of such a party; or vi) is disclosed pursuant to court order or other legal compulsion, after notice to the disclosing party providing an opportunity to attempt to limit such disclosure if desired. The obligations of confidentiality herein shall survive the termination of this Agreement.

7. Customer Data.
(a) Processing outside of Canada. Customer hereby specifically acknowledges that its records processed through LH Portal Service (the “Records”), may include the routing, delivery, and storage of Records through and within secure third party data centers located in the United States and other countries;
(b) DMTI’s Storage of the Information. DMTI will store your personal information in accordance with DMTI’s Privacy Policy.  The storage of all data and information that is not personal information, specifically data generated through the utilization of DMTI’s LH Portal Service, as the case may be, the “Output Data”, shall be stored for a period of twelve (12) consecutive months commencing from the date that the customer data was first processed utilizing the “Cleanse Function.”  The Output Data will then be erased and otherwise destroyed and purged from DMTI’s records. Please note, any Output Data specifically erased by the Customer is not backed-up by DMTI and is not available for recovery after deletion; and
(c) In no event shall DMTI make any Customer Data or output files available to any party in accordance with Section 8 herein.

8. Privacy.

(a)  The Customer represents and warrants that it (i) does and shall comply at all times with the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA") and all other applicable data protection and privacy legislation and; (ii) has obtained the informed consent of the individuals whose Personal Information (as defined in Part 1 of PIPEDA) is being collected and/or, used and/or disclosed.

(b
)  IMPORTANT NOTICE ON CUSTOMER DATA: PLEASE NOTE, DMTI RESERVES THE RIGHT TO ACCESS THE RESULTS GENERATED BY LH PORTAL SERVICE DURING THE EVALUATION PERIOD.   DMTI SHALL RETAIN IN THE STRICTEST CONFIDENCE THE CUSTOMER’S RESULTS GENERATED BY LH PORTAL SERVICE AND DMTI FURTHER AGREES NOT SHARE THIS INFORMATION WITH ANY THIRD PARTY WITHOUT THE CUSTOMER’S EXPRESS PRIOR WRITTEN CONSENT.  CUSTOMER CANNOT ACCESS THE OUTPUT DATA DURING THE EVALUATION, THE CUSTOMER MUST PURCHASE TRANSACTION CREDITS TO ACCESS THE OUTPUT DATA.

(c)  BY CLICKING THE “I AGREE” BUTTON, THE CUSTOMER IRREVOCABLE GIVES ITS CONSENT TO DMTI, ITS EMPLOYEES AND AUTHORIZED AGENTS, TO CONTACT THE CUSTOMER FOR THE EXPRESS PURPOSE OF REVIEWING THE CUSTOMER’S EVALUATION. 

 

(d)   Privacy Policy issues or questions may be directed to PrivacyOffice@dmtispatial.com

 

9. Limitation of Liability. Neither DMTI nor any of its third party suppliers shall be liable in respect of any claim, demand or action, irrespective of the nature or cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from Customer's possession or use of the Licensed Products. Neither DMTI nor any of its third party suppliers shall be liable in any way for loss of revenue or contracts, or any other consequential loss of any kind resulting from any defect in the Licensed Products.

10. Disclaimer. THE LICENSED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF EFFECTIVENESS, COMPLETENESS, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCTS IS WITH THE CUSTOMER. NO ORAL OR WRITTEN ADVICE GIVEN BY DMTI OR ITS AGENTS OR EMPLOYEES CREATES A WARRANTY OR IN ANY WAY INCREASES DMTI'S LIABILITY AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

11. Indemnity. Customer agrees to indemnify and save harmless DMTI, its third party suppliers (including Canada Post Corporation) and their respective officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of Customer's possession or use of the Licensed Products.

12. Effect of Termination. Termination of this Agreement shall not relieve either party of their respective obligations and liabilities existing at or accruing to the date of termination nor relieve the parties of their obligations of confidentiality and privacy which shall survive termination.

13. Notice. Any notice required hereunder shall be given by registered mail, personal delivery, or e-mail to the address set out in this Agreement (for DMTI). Notices given by personal delivery or e-mail shall be deemed to have been given on the date of delivery or transmission. Notices given by registered mail shall be deemed to have been given on the fourth business day following the date of mailing.

14. Amendment. This Agreement may only be amended in writing by means of a further instrument executed by authorized representatives of the parties hereto.

15. Severability. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be deemed to have effect as if such provision were not present.

16. Assignment. Customer may not assign this Agreement, or sublicense, assign or delegate any right or duty hereunder, without the prior written consent of DMTI.

17. License of DMTI Licensed Products to U.S. Government.
The use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, the DMTI Licensed Products, is restricted in accordance with FAR 12.212 and DFARS 227.7202, and by this End User License Agreement.

18. Intellectual Property Rights

(a)    Owner of Intellectual Property.  The intellectual property licensed for evaluation herein, save and except for data from third party suppliers, is owned by the Licensor DMTI Spatial Inc., 15 Allstate Parkway, Suite 400, Markham, Ontario L3R 5B4, Canada, Attention: LegalDepartment@dmtispatial.com, and the Licensed Products are © DMTI Spatial Inc. ALL RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF CANADA.

(b)    Proprietary Products. For the purpose of any public disclosure provisions under any federal, state or local law, it is agreed that the DMTI Licensed Products are protected under all applicable intellectual property rights, including trade secret(s), and as such the proprietary products shall not be subject to disclosure.

19. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to principles of conflict of law that would impose a law of another jurisdiction. The parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the province of Ontario, and where applicable, including the Federal Court of Canada, and all courts competent to hear appeals therefrom, and the parties hereto explicitly waive any jurisdictional or venue defenses. The United Nations Convention for the International Sale of Goods is expressly excluded.

SCHEDULE"A"

CANADA POST CORPORATION MINIMUM PROTECTIVE TERMS


1. The recipient (the "Recipient") acknowledges that the DMTI Licensed Products include data acquired by DMTI from Canada Post Corporation (the "Canada Post Data"). The Recipient acknowledges that Canada Post Corporation is owner of the Copyright in the Canada Post Data. With respect to the Canada Post Data included in the DMTI Licensed Products, DMTI has been granted rights to use and copy the Canada Post Data for the purposes of creating DMTI Licensed Products, provided that the Canada Post Data is not extractible from the DMTI Licensed Products. The Recipient may not extract or attempt to extract Canada Post Data from the DMTI Licensed Products. The Recipient is not authorized to use or distribute the Canada Post Data for any purpose other than as a component of the DMTI Licensed Products.

2. (a). The Recipient acknowledges and agrees that if it develops any product that uses data originally sourced from Canada Post Data, which is intended to be used for:
(i) validating or correcting address data for the purpose of producing a statement of accuracy,
(ii) presorting addressed mail, or
(iii) preparing unaddressed mail by householder count for delivery, the Recipient has no right to use or distribute such a product or to offer any services in relation to such a product unless the Recipient has a then current right to do so under a software evaluation and recognition program agreement with Canada Post Corporation or, in the case of the use in item (iii), unless the Recipient notifies the user of the product in writing that the user must use householder count data that meets Canada Post Corporation's requirements for currency at the time the unaddressed mail is deposited with Canada Post Corporation for delivery.

(b) The Recipient agrees that it will include provisions in its license agreements for products using any Canada Post Data or data originally sourced from Canada Post Data to the effect of section 2(a) but with the necessary changes to make the provision applicable to the party receiving the data.

3. The Recipient (if permitted to do so under its license agreement with DMTI) will include the following statement, in both English and French, in the license agreements and/or terms of use accompanying all products distributed by the Recipient containing Canada Post Data or data originally sourced from Canada Post Data. Where the product includes software, the Recipient shall ensure that the statement is included on the start-up screen, if any:

"This [ Insert appropriate reference to medium, i.e. diskette, tape, etc.] contains Postal CodeOM Data copied under license from Canada Post Corporation. The Canada Post Corporation file from which this data was copied is dated [Insert date]."

"[Indiquez le support approprié, c'est-à-dire <>, <>, etc.] contient des données qui ont été reproduites avec l'autorisation de la Société canadienne des postes. Le fichier de la Société canadienne des postes d'où proviennent ces données est daté du[Insérez la date]."

4. The Recipient agrees:

(a) not to distribute any product containing Canada Post Data or data originally sourced from Canada Post Data until the Recipient has put in place safeguards to reduce the risk of "data scraping" or "bulk downloads of data"; and

(b) not to allow public access through the internet to a stand-alone Postal CodeOM look-up tool whose purpose is to retrieve the postal code associated with a given address.

5. The Recipient acknowledges that the DMTI Licensed Products and the Canada Post Data contained therein is licensed to the Recipient on an "as is" basis without warranty of any kind, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

6. Canada Post Corporation shall not be liable loss or damage, whether direct or indirect, which may result from the Recipient's use or possession of the Canada Post Data, even if Canada Post Corporation knew of the possibility of such damages.

7. The Recipient shall indemnify and save harmless Canada Post Corporation and its respective officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the Recipient's possession or use of the Canada Post Data.



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