INFO-DIRECT ONLINE ACCESS  AGREEMENT – TERMS AND CONDITIONS

1.         DEFINITIONS

Wherever used in this Agreement, the following terms shall have the meanings as indicated:

 “Contract” means the agreement entered into between Licensee and Deloitte LLP pursuant to which Licensee was granted a license use the Data Product.

“Deloitte” means Deloitte LLP.

“Data Supplier" means any entity, which supplies directory listings (which will not include non-listed or non-published name, address or telephone number information) and/or other information to Deloitte for inclusion in a Data Product, and shall include Deloitte when appropriate to the context.

"Data Product" means any product or service offered by Deloitte pursuant to these terms and conditions, including the product or service specified on page 1 hereof, and shall include any internet application, application software or other data provided by Deloitte and required for the proper functioning of the product or service.

“Info Direct Online” means the service provided by Deloitte which permits online access to the Data Product.

“Licensee” means the organization you work for and is identified as the Licensee in the Contract.

“You” means the person accessing the Deloitte Info Direct Online website.

2.         LICENSE

Deloitte has granted to Licensee a personal, non-exclusive, and non-transferable license to use the Data Product on a subscription basis and solely in accordance with the terms and conditions of this Agreement and for the term set forth in the Contract.  You agree that your access to Info Direct Online is subject to the terms and conditions of the Contract.

3.         PERMITTED APPLICATIONS

You may only use a Data Product in the internal operations of the Licensee’s business during the term of your employment with Licensee and you may not make a Data Product available to any other person or entity without the express written consent of Deloitte.   You may not distribute, redistribute, re-sell or re-release any of the information contained in a Data Product.   Data Products provided will be used only for the purposes identified in the Contract Specifications section set in the Contract.

4.         PROPRIETARY RIGHTS, DATABASE, SOFTWARE AND DOCUMENTATION

The listing information used to produce a Data Product is compiled either by Deloitte or by a Data Supplier with which Deloitte has entered into an agreement relating to the use of the listing information in the Data Product. Each compilation of listing information is subject to copyright which is owned by Deloitte or by a Data Supplier. All Data Products and accompanying documentation used in or in respect of a Data Product constitute valuable proprietary and confidential information of Deloitte, which is subject to legal protection as trade secrets and under copyright laws. You shall not de-compile or reverse assemble the said Data Products or otherwise attempt to reveal the proprietary techniques and structures used therein, and you shall not duplicate, transfer, sell or in any manner commercially exploit the Data Products or any accompanying documentation.  You shall not attempt to gain access to Info Direct Online in any manner except using a valid user ID and password provided by Deloitte.

5.         NO WARRANTIES

Deloitte does not warrant that your use of Info Direct Online or the Data Product will be uninterrupted or error free, or that  the  results  obtained  from  using  any  Data  Product  will  be  successful,  or  accurate,  or will satisfy your requirements. Neither Deloitte nor any Data Supplier makes any warranty as to the completeness of any listing information contained in a Data Product. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER Deloitte NOR ANY DATA SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO INFO DIRECT ONLINE OR ANY DATA PRODUCT AND, IN PARTICULAR, NEITHER Deloitte NOR ANY DATA SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF INFO DIRECT ONLINE OR ANY DATA PRODUCT.

6.         FORCE MAJEURE

Deloitte shall not be responsible for any delay or failure in performance resulting from acts or events beyond its control.

7.        CONFIDENTIALITY

You shall take appropriate security precautions to prevent unauthorized access to Info Direct Online or the duplication, distribution or use of any Data Product  and  to  preserve  the confidentiality thereof.  You shall not allow any unauthorized person to have access to Info Direct Online or the Data Product at any time.  You agree that you will keep your access password to Deloitte’s Info Direct Online website strictly confidential and not disclose it to any person.  You acknowledge that your duty of confidentiality survives the termination of this Agreement.

8.        NO WAIVERS

No course of conduct nor any delay by either party in exercising any of its rights under this Agreement shall waive such rights, or modify this Agreement in any manner.

9.        TERM AND TERMINATION

This term of this Agreement shall be the same as the term of the Contract.  Your access to Info Direct Online shall terminate upon the termination of your employment with Licensee.  You shall not be permitted to use the Data Product for any purpose whatsoever following the termination of your employment with Licensee or the cancellation of access to Info Direct Online.

 10.               ASSIGNMENT

You shall not sell, transfer or assign your rights hereunder or part thereof to a third party.  Deloitte shall be free to sell, transfer or assign its rights hereunder or part thereof upon written notice to Licensee.

 11.        GOVERNING LAW

Any question concerning the validity, construction, interpretation or performance of this Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

12.        PRIVACY AND PROTECTION OF PERSONAL INFORMATION

You acknowledge and agree that the Data Product includes personal information and that you are bound by the laws of Ontario and Canada with respect to the collection, use and disclosure of personal information (referred to herein as “Privacy Laws”).  In this regard, Deloitte confirms that all personal information included in the Data Product has been collected and is disclosed to you in compliance with all Privacy Laws and may be used by you as contemplated herein.  Deloitte makes no representation or warranty with respect to its ability to continue to provide the same quantity or quality of data in the event of changes to any Privacy Laws. 

With respect to the Privacy Laws, you agree:

(a)                       to use all personal information disclosed to you pursuant to the terms hereof only for the purposes identified in the Contract Specifications set out in the Contract;

(b)                       not to disclose such personal information except as permitted herein;

(c)                       to limit access to personal information received in the performance of this agreement to those employees of Licensee who need it in order to perform the services permitted under the Contract;

(d)                      if you are required in the performance of this agreement to transfer any personal information to a third party, you will enter into an agreement with such third party to treat personal information in accordance with the terms hereof;

(e)                       you will take sufficient security precautions to protect against unauthorized disclosure of personal information and will abide by Licensee’s security measures employed to protect personal information against improper disclosure.  Deloitte may audit such security measures upon reasonable prior notice to ensure that they are sufficient in the circumstances.

(f)                        You will notify Licensee of all requests and queries regarding such personal information within three (3) business days of the receipt of the query or request and will cooperate with Licensee, Deloitte and any appropriate Data Supplier in responding to same.

(g)                       Upon the expiry or termination of this agreement or upon the request of Deloitte, you will cease all use of the personal information.