1. DEFINITIONS

1.1 Web Portal. The CreditBook CHECK™ Web portal, a user interface that may allow you to query the Database through a web browser, which may facilitate access to the Services provided to you or your employer in accordance with the Services Agreement. 

1.2 Data. Any data found in the Database, from time to time, including all data, information, databases, compilations, metadata, and dataset, whether originally found in the Database or added thereafter, as well as any Inbound Data, including modifications, updates, derivative works, and aggregated data derived from such sources. 

1.3Database. A data stream and/or repository of proprietary and curated digital resources, data and information as may be provided or made accessible through the Services the Web Portal, including and all data, information, databases, compilations, metadata, and datasets included therein.

1.4 Inbound Data. Information contributed or provided by you and/or your employer to the Database or that you input, upload, or otherwise provide to or allow to enter the Database.

1.5 Prejudicial Data. Any information, content, or data found in Inbound Data and that causes or may cause harm, damage, or negative consequences to CreditBook’s interests, reputation, business operations, or legal standing, including without limitation: (a) any inaccurate, incomplete, or misleading personal information, or (b) any personal information regarding which you or your employer, as the case may be, did not obtain a valid consent from the subject individuals as to access, collection, use or disclosure thereof, including in the context of the use of the Services and/or operation of the services and facilities made available by CreditBook as part of the CreditBook CHECK™ services;

1.6 Services Agreement. An agreement previously entered into between you (or your employer) and CreditBook, meant to allow your access and use of services part of the CreditBook CHECK™ services, including the Web Portal.

1.7 Target Search. A search query launched resulting allowing to access personal information as to a specific individual in the Database.

1.8 Third-Party Data. Any data made available through the Web Portal or Database that is Inbound Data or that does not originate from CreditBook. 

2. ACCEPTANCE OF TERMS

2.1 Acceptance Mechanism. By clicking “I Agree” or any equivalent affirmative action on the Web Portal, you expressly agree to these Terms and Conditions and all referenced policies, both personally and on behalf of your employer if you access the Web Portal in the context of your duties for your employer. If you access the Services on behalf of a business such as a corporation or other legal entity, you affirm that you are authorized to bind such entity to these Terms and Conditions.

2.2 Amendments. CreditBook reserves the right to amend these Terms and Conditions to reflect operational or legal changes. Your will receive notice of material modifications via the Web Portal and/or email. Material amendments that affect your legal rights or obligations will require your explicit consent. If you do not accept such amendments, you may terminate your account and cease using the Services. Continued use constitutes acceptance of amended terms, as the case may be. 

3. ACCESS AND REGISTRATION

3.1 Your Accounts. To access the Database, you must create credentials and/or register an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of these credentials and activities under your account or your employer, as the case may be. 

3.2 Account Suspension or Termination. CreditBook reserves the right to suspend or terminate your account or access to the Services if you breach these Terms and Conditions, applicable laws, or engage in prohibited conduct, whether under these Terms and Conditions or any of the provisions of the Services Agreement, including in the event any fees payable under the Services Agreement are not paid in a timely manner in accordance with the applicable provisions of said agreement. 

4. PERMITTED USES

4.1 Grant of Limited Licence. Subject to the terms herein and those set forth in the Services Agreement, CreditBook grants yours a personal, non-exclusive, non-transferable, revocable licence to access and use the Web Portal to access the Database. 

4.2 Permitted Uses. You may use the Services and use the Web Portal solely to assist you in making specific decisions as to certain debtors the details of which may be found in the Data, solely in the following manner and for the following uses, to the exclusion of any others: (a) Query the Data using one Target Search at a time; (b) Search through a list of historical data in the Database; (c) View the Target Search information; and (d) Gain additional information for underwriting and collection purposes.

4.3 Prohibited Conduct. You agree not to: (a) Use the Services to conduct illegal activities or violate applicable laws; (b) Post, upload, or distribute any content deemed unlawful, defamatory, fraudulent, or infringing on third-party rights; (c) Employ data scraping, data mining, or unauthorised data extraction tools; (d) Distribute malware, viruses, or harmful software via the Services; (e) Share, sublicense, or sell access to the Services without prior written authorisation from CreditBook; or (f) Do or perform any act that is not allowed or that is prohibited by the Services Agreement. 

4.4 Monitoring and Enforcement. CreditBook reserves the right to monitor your activity and take necessary action, including suspension or termination of accounts and removal of violating content. 

5. DISCLAIMER AND LIMITATION OF LIABILITY

5.1 Disclaimer of Warranties. The Services are provided “as is and “as available without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. 

5.2 Accuracy of Database Data. While CreditBook endeavours to ensure accuracy, the Database and its contents may contain errors or inaccuracies. CreditBook disclaims any responsibility for your reliance on such data. 

5.3 Third-Party Data Disclaimer. CreditBook is not responsible for the accuracy, completeness, or reliability of Third-Party Data. You acknowledge that reliance on such data is at your own risk or your employer’s, as the case may be. CreditBook reserves the right to remove or restrict access to Data that violates applicable laws or these Terms and Conditions. 

5.4 Limitation of Liability. CreditBook is not liable for any loss, damages, or costs (whether direct, indirect, incidental, or consequential) arising from your use or inability to use the Services. 

6. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

6.1 Consent as to Use of Personal Information. You shall secure the written consent of any and all individuals the personal information of which may be found in Inbound Data, including as to the eventual inclusion of their personal information in the Database and its use by CreditBook and its customers through use of the Services, including without limitation for purposes related to credit verifications. You agree to respect any and all legal requirements relating to personal information, as well the additional obligations set forth in the Services Agreement, including without limitation as to any and all personal information as may be contained in Inbound Data and other Data obtained from the Database.

6.2 Warranty. You warrant and represent that all Inbound Data that you may input, upload, or otherwise provide to or allow to enter the Database, from time to time will be: (a) accurate and complete, at the time of doing so; (b) non-infringing of third-party intellectual property rights, privacy rights, or other legal rights; and (c) exempt from any Prejudicial Data.

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

7.1 Disclaimer of Warranties. CreditBook has used commercially reasonable efforts in collecting, preparing and maintaining material for inclusion in the Services, however all content found or accessed is provided on an “AS IS” basis. CreditBook does not represent or warrant that the results obtained from the Services are complete or free from errors, and does not assume, and expressly disclaims, any liability to any person(s) including without limitation, you for any loss or damage caused by errors or omissions in the Database, or delay in the provision of the Services, whether such errors, omissions or delays result from negligence, accident or any other cause. Furthermore, CreditBook makes no representation that the entities or persons identified in the Database have consented to receiving solicitations from you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CREDITBOOK DISCLAIMS ALL WARRANTIES, WHETHER THEY BE EXPRESS, IMPLIED OR LEGAL, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, PERFORMANCE AND ANY WARRANTY AGAINST INFRINGEMENT. CREDITBOOK DOES NOT WARRANT THAT THE SERVICES OR ACCESS TO THE FACILITIES WILL BE UNINTERRUPTED OR ERROR-FREE.

7.2 No Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER ENTITY FOR ANY LOST PROFITS, COSTS OF COVER, OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY.

7.3 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT OF ANY DEFECT IN THE PLATFORM OR OTHER BREACH OF THESE TERMS AND CONDITIONS BY CREDITBOOK OR OTHER CLAIM BROUGHT BY YOU, CREDITBOOK’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY IN CONNECTION WITH USE OF THE WEB PORTAL SHALL NOT EXCEED THE FEES PAID BY YOU FOR USE OF THE WEB PORTAL DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY OTHER PECUNIARY LOSS, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OR INABILITY TO USE DATA SOURCE, EVEN IF CREDITBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership. All intellectual property rights, including copyrights, trademarks, patents, and proprietary information related to the Services, are solely owned by CreditBook and/or its licensed providers. No transfer of ownership arises under these Terms and Conditions. 

8.2 Inbound Data Licence. You acknowledge that use of the Services may result in aggregation of Inbound Data and all such data becoming merged within the Database, and that such data will thereafter be retained and used in the context of CreditBook’s activities, in accordance with the Services Agreement, including by making the Services and the Database available to third parties. You shall ensure that Inbound Data is verified for accuracy prior to loading, for which misinformation, disinformation and mal-information shall be construed as a material breach and consequently, failing which CreditBook may immediately terminate your access to the Account of the Services, as well as claim from you any resulting damages and expenses in accordance with the Services Agreement. By providing Inbound Data through the Web Portal, you grant CreditBook a non-exclusive, worldwide, perpetual, royalty-free licence to use, reproduce, modify, and display said data for operational and service-related purposes. You warrant that you own or have obtained all necessary permissions for any data you provide. 

9. INDEMNIFICATION

9.1 General Indemnification. You shall indemnify, defend, and hold harmless CreditBook, its directors, officers, employees, mandataries, agents, and affiliates (collectively, the “Protected Parties“) from and against any and all damages, losses, costs, expenses, claims, liabilities, actions, demands, judgments and settlements (including reasonable legal fees and expenses) (collectively, “Claims“) arising out of or related to: a) Your gross negligence or willful misconduct; b) Your default under the provision of these Terms and Conditions; c) Your breach or alleged breach of these Terms and Conditions, including breach of a warranty; d) Your access to, use of, or activities in connection with the Database or the Services; e)Your improper or Prohibited Uses of the Database or the Services; f) Your unauthorized disclosure of Confidential Information or personal information contained within the Database or that you inputs, uploads, or otherwise provides to or allows to enter the Database; and g) Your violation of any applicable laws, regulations, or guidelines, including but not limited to privacy and personal information protection laws or regulations.

9.2 Indemnity as to Data. Without limiting the generality of the preceding section, You shall also indemnify and hold the Protected Parties harmless from and against any Claims arising from: a) Your improper or Prohibited Uses of the Data or the Database; b) Your use or access to the Data or the Database, including any activities in connection with the Data or the Database; c) Any Inbound Data stemming from your use of the Services or the Database, including any information or data which you may input, upload, or otherwise provide to or allow to enter the Database; d) Any Inbound Data containing any Prejudicial Data; e) Any harm suffered by an individual whose personal information was accessed, collected, used, or disclosed by you in violation of these Terms and Conditions or applicable law; f)Allegations that information as may be found in the Inbound Data infringes upon or misappropriates any third party’s intellectual property rights, privacy rights, or other legal rights; g) Your unauthorized access to the Database through your credentials, whether or not such access was authorized by you; h) Any data breach or security incident resulting from your failure to maintain appropriate security measures when accessing the Database; i) Your inadvertent or unauthorized disclosure of personal information or confidential information obtained from the Database; and j) Any regulatory investigations, penalties, or fines imposed on CreditBook as a result of Your handling of personal information accessed through the Database.

10. TERMINATION

10.1 Termination. These Terms and Conidition will end concurrently with the termination or expiration of the Services Agreement. CreditBook may also terminate your license to access and use the Services, without notice, if you breach these Terms and Services or the Services Agreement, or you, or your employer as the case may be, fail(s) to meet payment obligations set forth in the Services Agreement.

MISCELANEOUS PROVISIONS

11.1 Governing Law. This Agreement is governed by and will be interpreted and enforced in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein. The parties agree that the courts of the District of Montréal, Province of Quebec, Canada, will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising out of or relating directly or indirectly to these Terms and Conditions and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens. 

11.2 Severability. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms and Conditions will remain in full force and effect. 

11.3 Survival. All provisions that logically ought to survive termination or expiration of these Terms and Conditions will survive the termination or expiration of these Terms and Conditions for any reason. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

11.4 Privacy and Data Protection Compliance. CreditBook is committed to protecting the privacy, confidentiality and security of all personal information to which it is entrusted in the Database. You acknowledge that it will gain access to or possession of personal information that may be subject to and protected by privacy, data protection or other applicable legislation. You shall comply in all material respects with all applicable provincial, federal and foreign privacy and data protection legislation that may apply to the provision of the Services under these Terms and Conditions. If and to the extent a party believes its performance may not comply with such laws, the parties will engage in good faith efforts to discover and implement a mechanism to meet those obligations in accordance with such Laws. All personal data in the Database is disclosed to you in confidence and shall neither (1) be used by you or be furnished by you to any other third party, nor (2) be permitted out of your possession, or divulged to any third person. For greater certainty, you shall use the personal data solely for the Permitted Purposes.