SMART DATA^TM CLEANER END USER TERMS OF USE

LAST UPDATED JUNE 2011

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CANADA POST CORPORATION OFFERS YOU ACCESS TO THE SMART DATA^TM CLEANER USING THIS WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICES. YOUR USE OF THE SMART DATA^TM CLEANER WILL CONSTITUTE ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

We may amend this agreement at any time by posting the amended terms of use to this website.

1. DEFINED TERMS

   "Service Reports" means all reports generated using the Services.

   "Services" means any of the Smart Data^TM Cleaner services provided via this website.

2. LICENSE

   Subject to the terms below, Canada Post grants you a revocable, non-exclusive, non-transferrable license to use the Services create Service Reports for your own use. You acknowledge that the design and functionality of the Services is at the sole discretion of Canada Post and that ownership of the Services and all proprietary rights in and to the Services and Service Reports not specifically granted herein remain with Canada Post at all times.

   You grant Canada Post a non-exclusive, limited license to use any files you upload onto this website to carry out the Services and to produce a Service Report. You represent that you have all required authority to grant Canada Post such license. Service Reports can only be created using files with a minimum of 100 address entries.

   You may not use any element of a Service Report to create a derivative file, nor may you modify any Service Report. You agree not to disclose or make any Service Report available to any third party or permit any third party to use any Service Report that you create using the Services. You are not permitted to make copies of any Service Report. You may not use any of the trademarks, logos, or other branding appearing on any Service Report for any purpose.

3. PAYMENT

   You shall pay Canada Post the fees for the Services set out on the Services website, plus all applicable taxes. Unless otherwise stated, all fees are quoted in Canadian Dollars. Service fees are subject to change without notice.

4. ACCOUNTS

   You are responsible for maintaining the security and confidentiality of your Service account number and password. You are solely responsible for all activities that occur via the use of your Service account number and password. Canada Post will not be responsible for any loss or damage arising from unauthorized use of your account. You agree to immediately notify Canada Post upon becoming aware of any unauthorized use of your account.

5. NON-EXCLUSIVITY

   You acknowledge that this agreement and all activities contemplated herein are offered to you on a non-exclusive basis and that the Services may be accessed by other parties, without limitation.

6. TERM AND TERMINATION

   The term of this agreement begins on the date that you begin using the Services and continues until this agreement is terminated either by you or by Canada Post in accordance with its terms.

   Canada Post may, in its sole discretion and at any time, discontinue or modify the Services with or without notice. You agree that any termination of your access to the Services under any provision of this agreement may be affected without prior notice, and acknowledge and agree that Canada Post may immediately terminate your access to the Services. Further, you agree that Canada Post is not liable to you or any third party for any termination of your access to the Services or modification, suspension or discontinuance of the Services.

   You agree that Canada Post may, at any time and in its sole discretion, terminate your access to the Services for any reason, including, without limitation, if Canada Post believes that you have violated or acted inconsistently with the letter or spirit of the agreement.

   You may terminate this agreement for any reason at any time by writing to Canada Post at data.targetingsolutions@canadapost.ca and requesting that you account be closed.

   Sections 9, 10 and 11 of this agreement survive termination.

7. ACCESS AND INTERFERENCE

   You agree that you will not use any robot, spider, scraper or other automated means other than those provided for your use by Canada Post to access the Services for any purpose.

   Additionally, you agree that you will not:

   (i) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure;
   (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Services or Service Reports other than as authorized by this agreement;
   (iii) interfere or attempt to interfere with the proper working of the Services; or
   (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services;

8. PRIVACY

   The provisions of the Canada Post Privacy Policy apply to this agreement.

9. NO WARRANTY

   The Services and Service Reports are provided "as is" and Canada Post makes no representations or warranties, express or implied, with respect thereto, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

    Subject to applicable law, in no event will Canada Post be liable for any direct, indirect, consequential, incidental, special or exemplary damages of any kind arising out of or in connection with this agreement, the Services, or the Service reports. In no event will Canada Post’s total liability under this agreement, whether in contract, tort (including negligence) strict liability or other legal theory, exceed the amount paid by you pursuant to this agreement in relation to the Service Report from which the damage arose This limitation applies even if Canada Post has been advised of the potential of such damages and notwithstanding the failure of the essential purpose of any limited remedy. You acknowledge that the pricing of the Service and Service Reports have been set based on this limitation of liability.

11. INDEMNITY

    You agree to fully indemnify and hold Canada Post and its suppliers harmless for any costs, expenses or damages (whether direct or indirect) which Canada Post incurs as a result of your failure to comply with this agreement.

12. LEGAL COMPLIANCE

    You shall comply with all applicable laws, regarding your use of the Services and Service Reports.

13. NO AGENCY

    You and Canada Post are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.

14. NOTICES

    Except as explicitly stated otherwise, any notice given under this agreement must be given by Xpresspost^TM to Canada Post Corporation 2701 Riverside Drive Ottawa. Ontario, K1A 0B1, Attention General Counsel (in the case of Canada Post) or to the email address you provide during the registration process for the Services (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.

15. ANNEXES

    Annex A forms part of these terms of use. You must agree to Annex A before creating any Service Report using National Change of Address data.

16. GENERAL

    This agreement shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

17. AUTHORITY

    If you are entering into this agreement on behalf of an entity, you represent and warrant that you have the authority from your respective governing body to enter into this agreement and to bind your respective company to all the terms and conditions of this agreement.