This agreement contains the terms and conditions applicable to the use of the Internet Website Product provided by the Canadian Centre for Occupational Health and Safety ("CCOHS"). Activating your assigned user account and password constitutes acceptance of these terms and conditions. You must keep the user account and password strictly confidential.

DEFINITIONS

In this agreement, capitalized terms have the meanings set out below:

“Authorized User” means a person (employee, contractor or student) who has been specifically authorized by the Subscriber to access the Internet Website Product and for which the Subscriber has purchased a License.

“Internet Website Product” means the CCOHS product or products for which the Subscriber has placed an order with CCOHS, and includes any installation disks, pamphlets, manuals and other material provided to the Subscriber.

“License Fee” means the fee to be paid to CCOHS by a Subscriber in return for the grant of a license by CCOHS to access the Internet Website Product.

“Loss” means any loss, damage or expense incurred by the Subscriber, Authorized User or any third parties arising from acts or omissions of the Subscriber under this agreement, the use of the Internet Website Product by the Subscriber and any Authorized User under this Agreement or reliance by the Subscriber and any Authorized User under this Agreement upon any information contained in the Internet Website Product, whether due to errors or omissions in the Internet Website Product or otherwise.

“Multi User License” means a License that permits a specified number of Users access to the Website Product.

“Multi User Subscriber” means a Subscriber who has purchased a Multi User License to allow a specified number of Authorized Users access to the Internet Website Product.

“Single User License” means a License that permits a single user to access the Website Product.

“Single User Subscriber” means a Subscriber who has purchased the single user license for access to the Internet Website Product by one Authorized User.

“Subscriber” means the individual, person or organization who ordered the Internet Website Product and has agreed to pay the license fee.

“Subscription Period” means the duration of the Single User or Multi User License during which a Single User Subscriber or Multi User Subscribers, as the case may be, may access the Website Product.

RIGHTS GRANTED TO THE SUBSCRIBER

In exchange for paying the License Fee, CCOHS grants to the Subscriber a non-exclusive right and license for the duration of the Subscription Period to use the Internet Web Product subject to the terms and conditions of this agreement (the “License”). The Subscriber is entitled to the following:

To Conduct Searches. The Subscriber may conduct searches of the information contained in the Internet Website Product and make copies of the results of the searches for the Subscriber's own use. These rights may be exercised in the case of a Single User Subscriber by one Authorized User and in the case of a Multi User Subscriber, by the number of Authorized Users for which the Multi User Subscriber has paid a license fee.

To Updates (if any) and Support. The Subscriber is entitled to any updates to the Internet Website Product that CCOHS undertakes during the subscription period. By way of support, CCOHS will make a customer service representative available during CCOHS' business hours to answer questions from Users about the Internet Website Product.

SUBSCRIPTION PERIOD

The Subscription Period, unless otherwise agreed between CCOHS and the Subscriber prior to issuance of CCOHS’ invoice to the Subscriber, shall be one (1) year from the date of the invoice delivered to the Subscriber by CCOHS in respect of the License Fee to be paid by the Subscriber.

OBLIGATIONS OF SUBSCRIBERS

The Subscriber agrees:

To Pay the License Fee. The Subscriber shall pay for the Internet Website Product within 30 days of receipt.

To Maintain Integrity of Internet Website Product. The Subscriber shall limit access to the Internet Website Product to Authorized Users only and will ensure the Authorized Users do not copy, reverse engineer the Internet Website Product or otherwise tamper with or attempt to reveal the proprietary programming techniques or structure of the Internet Website Product. Information arising from use of this Internet Website Product may not be re-sold or utilized for any commercial purpose or posted on a web-site. The Subscriber agrees to treat his user account name and password with strict confidence and to refrain from communicating user account and password information to anyone other than Authorized Users.

RTECS® database Subscribers only: Subscribers agree to comply with all applicable United States federal, state and local laws and regulations in performing their duties with respect to the RTECS® database, including prevention of access from any country to which export or transmission is restricted by applicable US law or regulation.

To Indemnify and Save Harmless CCOHS and its Licensors. The Subscriber, its Authorized Users, officers, employees, agents and representatives (the “Subscriber Parties”) shall at all times indemnify, defend and save harmless CCOHS and CCOHS’ officers, employees, agents, representatives and licensors from and against all losses, costs and expenses, claims, demands, suits and other proceedings for personal injury, death or property damage or loss arising out of or related to any act or omission of the Subscriber Parties, in the exercise of the rights granted herein.

Not to Assign. The Subscriber shall not sell, transfer or assign the Internet Website Product or the rights and obligations of the Subscriber or its Authorized Users under this agreement.

DISCLAIMER WARRANTIES

THE WARRANTIES SET FORTH HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY CCOHS. CCOHS EXPRESSLY DISCLAIMS, AND SUBSCRIBER HEREBY EXPRESSLY WAIVES, ALL OTHER EXPRESS WARRANTIES AND ALL DUTIES, OBLIGATIONS AND WARRANTIES IMPLIED IN LAW, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CCOHS DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE OPERATION OR USE OF THE INTERNET WEBSITE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. CCOHS’ LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF CCOHS ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE INTERNET WEBSITE PRODUCT. THE PARTIES AGREE THAT THE INTERNET WEBSITE PRODUCT’S FAILURE TO PERFORM IN ACCORDANCE WITH ANY SPECIFICATIONS WHICH MAY HAVE BEEN COMMUNICATED TO SUBSCRIBER BY CCOHS SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN.

DISCLAIMER REGARDING ACTIONS OR OMISSIONS OF THIRD PARTIES

CCOHS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CCOHS’ INTERNET WEBSITE PRODUCT AND THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTION OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT ACCESS BY SUBSCRIBER TO THE INTERNET WEBSITE PRODUCT. CCOHS CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, CCOHS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

LIMITATION OF LIABILITY

NEITHER CCOHS NOR SUBSCRIBER SHALL HAVE ANY LIABILITY WITH RESPECT TO THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT SUCH DAMAGES RESULT FROM (a) LOSS OR DAMAGE TO PROPERTY OR PERSON CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFULL CONDUCT OR (b) A PARTY’S INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

THIS LIMITATION OF LIABILITY EXCLUDES GROSS NEGLIGENCE ON THE PART OF BOTH THE SUBSCRIBER OR CCOHS AND INFRINGEMENT CLAIMS AGAINST SUBSCRIBER OR CCOHS. BOTH PARTY’S LIABILITY IN THE EVENT OF SUCH CLAIMS SHALL BE LIMITED TO THE AMOUNT CCOHS HAS INVOICED SUBSCRIBER OVER THE PREVIOUS TWELVE (12) MONTHS.

RIGHTS RESERVED BY CCOHS

CCOHS reserves the right:

To Limit its Liability. CCOHS' liability is limited as aforesaid.

To Modify this Agreement. CCOHS may modify any of the terms of the subscription or of the agreement upon 30 days' written notice to the Subscriber. However, the Subscriber may terminate its subscription if the modification is not acceptable by giving CCOHS 30 days' written notice.

To Modify the Internet Website Product. CCOHS may change the product, including without limitations, cease to make the Internet Website Product available. If CCOHS ceases to provide the Internet Website Product it will calculate a pro-rated refund based on the number of remaining months undelivered.

Early Termination for Convenience. Subscriber may, within the first thirty (30) days of the Subscription Period, terminate this Agreement and receive a partial refund of the License Fee, the amount of such refund to be determined by CCOHS. In this scenario, Subscriber shall immediately provide CCOHS with written notice of Subscriber’s decision to cease its subscription. The Subscriber shall have no right of early termination other than as provided in this paragraph, and any failure of the Subscriber to adhere to its obligations under this Agreement shall be a breach of this Agreement by Subscriber.

Early Termination for Breach. CCOHS may terminate this license agreement and delete the Authorized User account and password if the Subscriber or Authorized User breaches any term or condition of this agreement. Further, the parties agree that in the event of early termination by CCOHS for breach by Subscriber or Authorized User as aforesaid, and without limiting any other rights or remedies available to CCOHS under this agreement, at law or in equity:

(a) the Subscriber shall immediately pay to CCOHS as liquidated damages and not as a penalty, all amounts due or payable under this agreement including without limitation amounts which would have been payable by Subscriber over the remainder of the Subscription Period;

(b) the License Fee paid to CCOHS by the Subscriber for the Subscription Period shall be forfeited by the Subscriber and CCOHS shall retain the License Fee in its entirety as liquidated damages and not as a penalty.

The parties agree that this section entitled “Termination for Breach” shall survive termination of this agreement howsoever caused.

Reservation of Rights. All rights not expressly granted are reserved by CCOHS.

OTHER PROVISIONS

The following provisions apply to this agreement:

Applicable Laws. The license agreement will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada unless otherwise specifically indicated in this agreement.
Severability. If a term or condition of this agreement is found to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.

Survival. All obligations of the parties, which expressly or by their nature survive surrender, termination or expiration, shall continue in full force and effect subsequent to and notwithstanding such surrender, termination or expiration, until they are satisfied or by their nature expire, including without limitation, restoration, remediation and indemnification obligations.

Time Limitation of Claim. Any claim against CCOHS must be brought within one year after the cause of action arises.

Copyright. This software is owned by CCOHS or its licensors and is protected by applicable copyright legislation and international treaty provisions.

For further information on this document contact CCOHS Client Services at 1-800-668-4284 or 905-570-8094 or clientservices@ccohs.ca