geoLOGIC Subscription Site Terms of Service
Last Updated: November 8, 2022
This is a legally binding agreement between you ("you" or "Subscriber" or "User") and geoLOGIC systems ltd. ("We", "Our" or "geoLOGIC").
In exchange for the rights granted to you below, you agree to adhere to the obligations within this document governing your access to and use of this Site and Site Content (both as defined below) or used in connection therewith.
1. Acceptance of Terms of Service
This is a legally binding agreement between geoLOGIC and you with respect to your access to and use of this Site and can only be modified with our written consent. We reserve the right to amend, remove or add to these Terms of Service at any time without providing any prior notice to you. Any changes to these Terms of Service will be effective from the time that the revised version of these Terms of Service is posted. Your use of the Site and Site Content is governed by these Terms of Service. You agree to use the Site and Site Content solely for your own non-commercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. Notwithstanding the foregoing, in the case of any conflict between your Subscription Agreement (as defined below) and these Terms of Service, the Subscription Agreement shall prevail.
IF YOU DO NOT ACCEPT & AGREE TO COMPLY WITH THESE SITE TERMS OF SERVICE, YOU ARE NOT AUTHORIZED TO ACCESS THIS SITE OR USE THE SITE CONTENTS AND YOU MUST CEASE USE OF THE SITE IMMEDIATELY.
The following capitalized terms will have their respective meanings as set forth below.
2.1. General Legal Terms means the terms and conditions located HERE.
2.2. Marks means the domain names, trademarks, service marks, trade names, trade dress, and logos of geoLOGIC or the respective Suppliers which are contained or displayed as part of the Site Content.
2.3. Proprietary Information means the data and information which have been directly acquired or created by geoLOGIC through processes which are geoLOGIC trade secrets and compiled into geoLOGICs proprietary databases and associated graphic or document files. Individual data and information supplied by Suppliers is provided to geoLOGIC for inclusion in the compilation database under license and is deemed a component of Proprietary Information. All Proprietary Information is copyright geoLOGIC and/or the respective Supplier.
2.5. Site means this subscription website.
2.6. Site Content means the Site, and all of the content it contains, or may in the future contain, including but not limited to Proprietary Information, text, content, photographs, video, audio and graphics, goods, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the copyrights, Marks, code, patents and/or any other form of intellectual property.
2.8. Subscriber means a business entity responsible for one or more Subscribed Users under an Agreement.
2.9. Subscription Agreement means the written and mutually signed license agreement between you and/or your company and geoLOGIC. There is a subscription fee associated with a Subscription Agreement.
2.10. Subscription Period means the period of time identified in a current, fully paid-up Subscription Agreement.
2.11. Supplier means any third party who provides or licenses to geoLOGIC any programs, services, tools, materials, or information used in the provision of Site.
2.12. User Credentials means your Site login name and password.
3. Site Access and Usage
3.1. Usage. By using the Site, you represent and warrant that: (1) you agree to comply with these Terms of Service; (2) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (3) you will not use the Site for any illegal or unauthorized purpose; and (4) your use of the Site will not violate any applicable law or regulation.
3.2. Site Access and User Account. You access the Site with your User Credentials. You will keep your User Credentials secure. You agree that you are responsible for everything done on the Site by anyone using your User Credentials. geoLOGIC reserves the right to review any User account, and, at geoLOGIC's sole discretion, to terminate any User account found to belong to, or be used by, a competitor to geoLOGIC.
3.3. Your Right to Access the Site Content. Subject to these Terms of Service and any applicable Subscription Agreement, geoLOGIC agrees to provide you access to the Site Content, and grants to you a revokable, limited, nonexclusive, non-transferrable, non-sublicensable right to access and use the Site Content during the Subscription Period solely for the Permitted Use. The foregoing rights are limited. You do not acquire any rights or licenses in or to Site Content, other than the limited right to utilize Site Content in accordance with this Site Terms of Service and any applicable Agreement.
3.4. Changes to the Site. geoLOGIC may change the Site or Proprietary Information to add or modify functionality of the Site Content at any time for any reason.
4. Security Obligations of User
4.1. Only you may use your User Credentials. You must keep your Credentials confidential and not authorize any third party to access or use the Site on your behalf. You also agree not to use another User's username and password. You must contact geoLOGIC immediately if you suspect misuse of your Credentials or any security breach in the Site. You are responsible for all activity that takes place with your User Credentials.
4.2. You agree that you shall:
4.2.1. hold the Site in confidence and implement security measures to ensure there is no unauthorized Disclosure of the Site; and
4.2.2. change your User Credentials when requested by geoLOGIC.
4.3. geoLOGIC cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. geoLOGIC reserves the right to delete or change (with notice) a username or password at any time and for any reason.
5. License Grant, Permitted Use, Restrictions All Users
5.1. Non-Exclusive License to Proprietary Information. Subject to the terms and conditions of this Site Terms of Service, geoLOGIC grants to you a revokable, limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Proprietary Information during the Subscription Period solely for the "Permitted Use" (as defined below) only for as long as you have active User Credentials to the Site. Copies of the Proprietary Information created or transferred pursuant to these Terms of Service are licensed, not sold, and you receive no title to or ownership of any copy or of the Proprietary Information itself. Furthermore, you receive no rights to the Proprietary Information other than those specifically granted in this Section. geoLOGIC grants this license under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights.
5.2. Permitted Use of Proprietary Information. You may use the Proprietary Information solely as follows:
5.2.1. for your internal use in the ordinary course of your business.
5.3. Restrictions on Use. Permitted Use does not include the right to, and you may not:
5.3.1. use, transfer, distribute, or dispose of any information contained in the Site Content in any manner to compete with or disrupt the business of geoLOGIC or any of its Suppliers, or to develop products that compete with the Site; or
5.3.2. use the Site Content to construct a database of any kind. Nor may the Site Content be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute any database services containing all or part of the Site Content. You may not use any data extracted from the Site Content in any way to improve the quality of any data sold or contributed by you to any third party; or
5.3.3. use any of the Marks in any manner which creates the impression that such items belong to or are associated with you or are used with geoLOGIC consent, and you acknowledge that you have no ownership rights in and to any Marks.
5.3.4. use the Site for illegal purposes. You will not nor will you cause or permit any Person to use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact geoLOGIC or its Suppliers.
5.4. For the avoidance of doubt, any license granted under these Terms of Service shall be revoked upon termination of your User Credentials or any applicable Agreement.
5.5. Additional rights and obligations for Subscribed Users. If you are a Subscribed User, you will have additional rights and obligations as part of your Subscription Agreement. A summary of those rights and obligations is here. Notwithstanding the foregoing, in the case of any conflict between your Subscription Agreement and these additional Terms of Service, the Subscription Agreement shall prevail.
6. Site Subscription Period and Termination.
6.1. At the end of the Subscription Period the grant of access and right to use the Site shall terminate and you will no longer have access to the Site and Site Content.
6.2. The grant of license such Site Content shall be terminated at that time. All Site Content acquired by you through any method must be deleted.
6.3. In addition, geoLOGIC reserves the right at any time to terminate your Site access for any conduct, that geoLOGIC, in its sole discretion, believes is in violation of any applicable law (including, without limitation, any reasonable belief of fraudulent or unlawful activity) or is harmful to the interests of another user, a third-party provider, a service provider, or geoLOGIC (including, without limitation, actions or omissions that violate any term or condition of these Terms of Service) in order to protect its name and goodwill, its business, and/or other Users.
6.4. Any User account Termination will be effective without notice.
7. Privacy and Business Contact Information Protection.
- Email Address
- geoLOGIC Name
- Work Phone number
7.2. We also collect usage data in the form of server and firewall logs, for product performance monitoring, or product improvement, or internal research and development. We may create derivatives of the usage data and may disclose such derivatives only in aggregated form to third parties provided that this derivative does not identify any party or that party's business interests and in no way identifies individual, natural persons.
8. Intellectual Property
8.1. Intellectual Property Rights. This Site is the proprietary property of geoLOGIC or our respective Licensors. All Site Content and the Marks are owned or controlled by geoLOGIC or licensed to geoLOGIC and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, by international copyright laws, and by international conventions. All data compilations and graphic representations of the data are copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site and the Site Terms of Service. You acknowledge that the Sites have been developed, compiled, prepared, revised, selected, and arranged by geoLOGIC and its affiliates and subsidiaries, Suppliers, and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of geoLOGIC and the respective Suppliers. You agree to notify geoLOGIC in writing promptly upon becoming aware of any unauthorized access or use of the Sites by any individual or entity or of any claim that the Sites infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Sites (the “Intellectual Property Rights”) shall, as between you and geoLOGIC (acting on behalf of the Supplier), at all times be and remain the sole and exclusive property of geoLOGIC and/or the respective Supplier. All present and future rights in and title to the Site (including the right to exploit the Site and any portions of the Site over any present or future technology) are reserved to geoLOGIC for its exclusive use. Except as specifically permitted by the Site Terms of Service, you may not copy or make any use of the Site, Site Content or any portion thereof. Except as specifically permitted herein, you shall not use the Proprietary Information, Marks, or other Intellectual Property of the Site or Site Content, or the names of any individual participant in, or contributor to, the Site, or any variations or derivatives thereof, for any purpose, without geoLOGIC's prior written approval. All rights in or to the Site or Site Content or Proprietary Information or Marks not expressly granted to Customer are reserved by geoLOGIC or the applicable Suppliers and there are no implied licenses.
8.2. No Transfer of Intellectual Property. You do not acquire any rights or licenses in or to the Site or Site Content, other than the limited right to utilize the Site in accordance with these Terms of Service. All right, title and interest in and to the Site, Site Content, and Proprietary Information made available through or from the Site shall remain the exclusive property of geoLOGIC and its respective Suppliers. If you acquire Site Content from the Site, such acquired Site Content remains the property of geoLOGIC and its respective Suppliers and is licensed to you by geoLOGIC only for the Permitted Use in accordance with these Site Terms of Service and does not transfer any other rights to you.
8.3. No Right to Source Code. You acknowledge and agree that you do not hereunder acquire any right to source code or Site Content and in no circumstance will geoLOGIC be required to supply source code or Site Content to you.
9. Disclaimers; Limitations on Liability
9.1. Disclaimer. You agree that your use of the Site and Site Content is at your sole risk and acknowledge that the Site and Site Content and anything contained within the Site and Site Content, are provided “as is” and “as available”, and that geoLOGIC makes no warranty of any kind, express or implied, as to the Site and Site Content, including, but not limited to, merchantability, non-infringement, title, or fitness for a particular purpose or use or those arising by statute or otherwise in law from a Site of dealing or usage of trade. geoLOGIC does not warrant that the availability of or the functionality of the Site and Site Content will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or other harmful components or that the Site, the Site and Site Content or server do not violate any patent or other Intellectual Property Rights of any person or entity. geoLOGIC does not warrant or make any representations regarding the use or the results of the use of the Site and Site Content in terms of their correctness, accuracy, reliability, or otherwise. geoLOGIC does not warrant that the Site and Site Content are compatible with your equipment or that the Site and Site Content, or any communication sent by geoLOGIC or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and geoLOGIC is not liable for any damage you may suffer as a result of such destructive features. You (and not geoLOGIC) assume the entire cost of all necessary servicing, repair, or correction.
9.2. No Warranty. You agree that geoLOGIC and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of geoLOGIC, its parent, or their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Site and Site Content and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against geoLOGIC by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Site and Site Content caused by your computer equipment or arising from your use of the Site and Site Content on such equipment. The content of other websites, services, goods, or advertisements (“Third Party Sites”) that may be linked to the Site and Site Content are not maintained or controlled by geoLOGIC. Our provision of links to Third Party Sites is for convenience only and is not an endorsement of any information, product or service that is offered on or reached through such Third-Party Site. geoLOGIC is not responsible for the availability, content, or accuracy of websites, services, or goods that may be linked to, or advertised on, the Site and Site Content. geoLOGIC does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site and Site Content; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods, or advertisements that may be linked to the Site and Site Content; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to the Site and Site Content. If you decide to leave this site and access the Third-Party Sites, you do so at your own risk, and you should be aware that Our terms and policies no longer govern. geoLOGIC is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Site and Site Content. You understand that geoLOGIC and/or third-party contributors to the Site and Site Content may choose at any time to inhibit or prohibit their content from being accessed under these Terms of Service.
9.3. No Financial, Investment or Legal Advice. You acknowledge that: (i) this Site is provided for information purposes only and is not intended for trading purposes; (ii) this Site may include certain information taken from stock exchanges and other sources from around the world; (iii) geoLOGIC does not guarantee the sequence, accuracy, completeness, or timeliness of this Site or any information, facts, views, opinions, statements or recommendations contained in this Site or the Site; (iv) the provision of certain parts of this Site and the Site is subject to the terms and conditions of other agreements to which geoLOGIC is a party; (v) none of the information contained in this Site or on the Site constitutes a solicitation, offer, opinion, endorsement or recommendation by geoLOGIC to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided in this Site or on the Site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, geoLOGIC, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from in this Site or on the Site including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Site; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance.
9.4. Limitation on Liability. You expressly absolve and release geoLOGIC from any claim of harm resulting from a cause beyond geoLOGIC's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. You (and not geoLOGIC) assume the entire cost of all necessary servicing, repair, or correction of your equipment. Under no circumstances, including but not limited to negligence, shall geoLOGIC, its parents, affiliates, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, licensors or assigns be liable to you or any third person for damages of any kind, whether based in tort, contract, strict liability or otherwise, including, without limitation, any direct, indirect, incidental, consequential, special, punitive, or exemplary damages even if geoLOGIC has been advised specifically of the possibility of such damages, arising in any way from or in connection with in this Site, the Site, the Service, use of or inability to use the Service or any links or items on the Service or any provision of these Terms of Service, such as, but not limited to, loss of revenue or anticipated profits or lost business. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall geoLOGIC's total liability to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you to geoLOGIC, if any, for accessing the Site and Site Content within the previous six-month period before the claim for such damage, loss or cause of action arose.
10.1. Customer Indemnification. You shall defend geoLOGIC against any claim, demand, suit, governmental action or proceeding (a “Claim”) made or brought against geoLOGIC by a third party arising out of or in connection with (i) your use of the Site or the Site in violation of this Agreement or any applicable law, (ii) any Content posted, uploaded, distributed, transmitted or disseminated by you via the Site, or (iii) a dispute between you and any other Subscriber, and shall indemnify geoLOGIC for any damages, fines, attorney fees and costs incurred against geoLOGIC as a result of, or for any amounts paid by geoLOGIC under a court-approved settlement of such Claim.
10.2. geoLOGIC Indemnification. geoLOGIC shall defend you against any Claim made or brought against you by a third party alleging that the Site or the Site, or use of the Site or the Site as permitted hereunder (but excluding any claims based on content provided by any Subscriber) infringes a copyright or misappropriates a trade secret (an “IP Claim”) and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court approved settlement of such IP Claim. If an IP Claim is made or appears likely to be made, geoLOGIC shall have the right, at its option, to (a) procure for you the right to continue to use the Site or Site, (b) modify or replace the Site or Site in a manner that substantially retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (c) require you to terminate the use of the Site or Site and refund any fees prepaid by you for future use of the Site.
10.3. Indemnification Exclusions. geoLOGIC shall have no obligation under this Section or otherwise to the extent that an IP Claim or other Claim is based on or arises from (a) your or any Subscriber's content; (b) a modification of the Site not made or provided by geoLOGIC, (c) your or any Subscriber's use of the Site or in a manner contrary to the instructions given to you by geoLOGIC or in breach of this Site Terms of Service; or (d) your use of the Site after notice of the alleged or actual infringement from geoLOGIC or any appropriate authority.
10.4. Procedure. Each party's indemnification obligations in this Section are subject to (a) prompt notification of any such Claim (provided that the indemnified party's failure to provide reasonable written notice shall only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party's ability to defend or settle such claim); (b) the transfer of sole control of the defense and any related settlement negotiations to the indemnifying party (provided that the indemnifying party may not settle any Claim unless the settlement unconditionally releases the indemnified party of all liability); and (c) the indemnified party's reasonable cooperation in the defense of such claim.
10.5. Exclusive Remedy. This Section states your sole and exclusive rights and remedies, and geoLOGIC's entire obligation, responsibility and liability, for infringement or claims alleging infringement.
11.1. Changes to the Site. geoLOGIC may, without advance notice to you, change the Site or add or delete Site Content at any time for any reason.
11.2. Injunctive Relief. You acknowledge and agree that any breach of any of this Site Terms of Service by you would cause irreparable harm to geoLOGIC and the Suppliers for which damages would not be an adequate remedy. You, therefore, agree that, in the case of any breach or threatened breach by you of any of the terms and conditions of this Site Terms of Service in any manner, including any use or Disclosure of the Site or Site Content in violation of this Site Terms of Service, each of geoLOGIC and the Suppliers will, in addition to all other remedies available to geoLOGIC or such Suppliers, be entitled to an injunction or other equitable relief to remedy any such breach or threatened breach of this Site Terms of Service or the continuation thereof, without posting a bond and without proof of actual damages or proof that damages would not be an adequate remedy.
11.3. Assignment. Your acceptance of this Site Terms of Service is personal to you and shall not be transferred to or assigned by you. geoLOGIC may at any time assign its rights under this Site Terms of Service or delegate, sub-let or sub-contract its rights and obligations under this Site Terms of Service to another company which is (a) an Affiliate of geoLOGIC or (b) a successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of geoLOGIC's business to which this this Site Terms of Service relates. In the case of such an assignment you agree that your Personal Proprietary Information shall be transferred to the assignee.
11.4. Governing Law; International Users. This Site Terms of Service is governed by the laws of the Province of Alberta. Users irrevocably consent to the exclusive jurisdiction and venue of the courts in the province of Alberta in any action or proceeding arising out of or relating to access to the Site and use of any of the Site and Site Content and this Site Terms of Service. Site is controlled, operated and administered by geoLOGIC from Our offices within Canada. If you access Site from a location outside Canada, you are responsible for compliance with all local laws. You agree that you will not use the Site Content accessed through Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
11.5. Local Laws; Export Control. It is important to note that not all of the products, services and Information made available or provided on the Sites are available in all jurisdictions outside of Canada. Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described in the pages of the Sites. If you choose to access the Sites, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use, export or re-export the Information or any copy or adaptation thereof in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.