Licence Agreement for Cite-on-Site Research
|This Licence Agreement is entered into between "Subscriber" and Cite-on-Site Legal
Research Services and Publications ("Cite-on-Site) regarding Cite-on-Site Research ("Agreement").
- any person who/which has entered into a subscriber agreement with Cite-on-Site, and
- any person who/which accesses or uses the Features or Data.
||Cite-on-Site grants Subscriber a non-exclusive, non-transferable, limited licence to
access Cite-on-Site Research. Cite-on-Site Research, including all contents of:
- case summaries; and
- reports written by third parties
||consists of various Cite-on-Site-owned and third party databases, services, functions, software
programs and remotely-accessed gateways (collectively, "Features"). Subscriber is licenced to use
content and data made available through the Features ("Data"). Features are made available to users
by Cite-on-Site for the sole purpose of enabling users to gain access to and manipulate the Data
and to conduct research. Features may change from time to time and access to some Data may be
restricted. Subscriber is licenced to use the Features and Data made available on Cite-on-Site
Research solely in the regular course of legal and other research, related work and study.
||Intellectual Property and Licence for Use of Materials
||Subscriber acknowledges that all intellectual property, including all copyright, trademarks,
patents or rights to trade secrets in the Features and Data belongs to Cite-on-Site or its suppliers
or licensors, as the case may be, and that Subscriber's rights do not extend beyond the limited
licence expressly granted under this Agreement. Subject to Section 3, Subscriber is permitted to:
- use the Features and browse and search the Data;
- download and temporarily store insubstantial portions of the Data ("Downloaded Data") to a
storage device within Subscriber's exclusive control, solely:
- to display internally Downloaded Data; and
- to quote and excerpt from Downloaded Data (the parts of which are commentary, references
and caselaw being appropriately cited and credited) by electronic cutting and pasting or
other means in memoranda, facta, client communications and similar work product created
by Subscriber in the regular course of its research and work;
- print and make photocopies of insubstantial portions of the Data which result from browsing
or searching for Subscriber's own use and to quote and excerpt from Downloaded Data (the parts
of which are commentary references and caselaw being appropriately cited and credited) in print
memoranda, facta, client communications and similar work product created by Subscriber in the
regular course of its research and work;
||Certain Data and Features are or may in future be governed by Terms and Conditions that are
different from those set forth in this Agreement ("Additional Terms"). Subscriber will be given an
opportunity to review Additional Terms by receiving notice of Additional Terms from Cite-on-Site, which
shall be deemed to have been given by Cite-on-Site upon posting online on Cite-on-Site Research website,
or may be given by Cite-on-Site as set out in Section 11. Additional Terms may be created or modified by
Cite-on-Site, upon Cite-on-Site giving Subscriber notice of new or modified Additional Terms. By using
Data and Features governed by Additional Terms, Subscriber agrees to and will be obligated to comply
with all Additional Terms as part of this Agreement.
||Activities Excluded from Licence
|Subscriber shall not, without the written permission of Cite-on-Site:
- copy all or part of the Features or Data, except for insubstantial portions, onto a memory storage
facility of any computer, and keep on the storage facility, provided that the insubstantial portions
are downloaded and temporarily stored in a computer only for so long as the project of Subscriber
requiring it is continuing. The temporary storage facility must consist preponderantly of Subscriber's
- use all or any part of the Features or Data in a Document Delivery Service, commercial time sharing,
rental network, computer service, research service, service bureau business or interactive cable television
arrangement. A "Document Delivery Service" means a service, whether or not established or conducted for
profit, of making a copy of a work and supplying the copy to any individual or entity;
- publish, sell, lease, rent, licence, sub-licence, transfer, market, distribute, redistribute or otherwise
part with all or part of the Features or Data in any manner or in any form;
- copy, modify, alter, disassemble, de-compile, translate or convert into human readable form, or reverse
engineer, all or any part of the Features; or
- use all or part of the Features or Data to develop any derivative works, any functionally compatible or
competitive software, or a directory or database prepared for commercial sale.
||Cite-on-Site may immediately terminate this Agreement by revoking all passwords if Subscriber breaches or permits
any breach of any provision of this Agreement. Subscriber may terminate this Agreement immediately upon giving
written notice to Cite-on-Site within 30 days of being deemed to have received notice from Cite-on-Site of Additional
Terms under Section 2.2.
||Upon termination of this Agreement:
- the provisions of Sections 5 and 6 will continue to apply between Cite-on-Site and Subscriber
- all Subscriber's rights under this Agreement shall immediately cease; and
- Subscriber shall erase any Downloaded Data or Features, or portions thereof, improperly copied
onto any computer controlled by Subscriber.
||LIMITED WARRANTIES AND LIMITATION OF LIABILITY
||CITE-ON-SITE DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE
OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FEATURES AND DATA.
CITE-ON-SITE PROVIDES THE FEATURES, FORMS AND DATA "AS IS", AND DOES NOT WARRANT THAT THE FUNCTIONS OR THAT
THE OPERATION OR CONTENT WILL BE:
- UNINTERRUPTED, OR
- FREE FROM LIBELOUS CONTENT OR CONTENT WHICH IS AN INVASION OF PRIVACY, OR
- IDENTICAL TO THE ORIGINAL SOURCE FROM WHICH THE DATA OR FEATURES WERE OBTAINED, OR
- ACCURATE, OR
- COMPLETE, OR
- CURRENT, OR
- FREE FROM ANY SOFTWARE VIRUS OR OTHER HARMFUL COMPONENT.
||CITE-ON-SITE SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY
CITE-ON-SITE'S NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING,
COMMUNICATING, OR DELIVERING THE DATA.
||CITE-ON-SITE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF Subscriber
OR OF ANY THIRD PARTY CLAIMED AGAINST SUBSCRIBER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS
OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, HOWEVER DERIVED.
||NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW TO THE CONTRARY,
SUBJECT TO SECTION 5.3, CITE-ON-SITE'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT AND ANY SCHEDULES ATTACHED TO THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT
LIMITATION, FROM OR IN CONNECTION WITH THE LICENCE, USE OR IMPROPER FUNCTIONING OF THE FEATURES Or DATA SHALL
NOT EXCEED ALL FEES PAID TO CITE-ON-SITE BY SUBSCRIBER FOR ACCESS TO CITE-ON-SITE RESEARCH PURSUANT TO THIS
AGREEMENT. THE EXPRESSION "CITE-ON-SITE" IN THIS SECTION SHALL BE DEEMED TO INCLUDE ANY LICENSORS OR THIRD-PARTY
SUPPLIERS TO CITE-ON-SITE OF DATA, AND ALL GATEWAY PROVIDERS OF DATA THROUGH CITE-ON-SITE TO SUBSCRIBER.
||CITE-ON-SITE, ITS AFFILIATES Or CONTRIBUTORS SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY CLAIM RELATING IN
ANY WAY TO SUBSCRIBER'S INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM
LEGAL, TAX OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY EVEN IF ASSISTED BY CITE-ON-SITE, ITS AFFILIATES
OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON DATA OR FEATURES.
||SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF DATA AND FEATURES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND
MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO
||THE FEATURES AND DATA WERE NOT NECESSARILY PREPARED BY A PERSON LICENSED TO PRACTICE LAW IN A PARTICULAR
JURISDICTION. CITE-ON-SITE IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL ADVICE, AND CITE-ON-SITE
RESEARCH IS NOT A SUBSTITUTE FOR THE ADVICE OF LEGAL COUNSEL. IF SUBSCRIBER REQUIRES LEGAL OR OTHER EXPERT
ADVICE, SUBSCRIBER SHOULD SEEK THE SERVICES OF COMPETENT LEGAL COUNSEL OR OTHER PROFESSIONAL.
|If Subscriber's password is lost or stolen, Subscriber will immediately notify Cite-on-Site by
telephone and confirm such notice by e-mail or facsimile. Upon receipt of notice, Cite-on-Site shall make
every effort to cancel and replace the password as soon as is possible under the circumstances. Subscriber
shall be responsible for all charges incurred prior to the confirmation by e-mail or facsimile. Cite-on-Site
reserves the right to change passwords at any time, subject to notice being given to Subscriber.
||Release of Information
||For Subscribers through Academic Institutions
||Subscriber authorizes the release to Cite-on-Site of information pertinent to this licence including Subscriber
name, address, email address, status as student, faculty member or librarian, course of study and expected year
This authorization includes any permission required under any applicable information or privacy legislation
anywhere in Canada. Cite-on-Site undertakes to use the information collected under this clause only for purposes
directly related to this licence.
||For All Other Subscribers
||Subscriber authorizes and warrants to Cite-on-Site that it has the authority to authorize the release to Cite-on-Site
of Subscriber and user information pertinent to this licence, including:
This authorization includes any permission required under any applicable information or privacy legislation anywhere
in Canada. Cite-on-Site undertakes to use the information collected under this clause only for purposes directly related
to this licence.
- Subscriber's name, address and email address, and
- individual names, email addresses and legal practice areas of all users of Features or Data under this licence.
|This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba
and the laws of Canada applicable therein.
||Effect of Agreement
|This Agreement (which includes all current and future schedules and Additional Terms) embodies the
entire understanding between the parties with respect to the subject matter of this Agreement and supersedes
any and all prior understandings and agreements, oral or written, relating to the subject matter. After the
expiry of a notice to Subscriber, Cite-on-Site may amend the Terms and Conditions of this Agreement by giving
at least 30 days' prior notice of the Additional Terms to Subscriber in writing or online, subject to Subscriber's
termination rights under Section 4. Any other amendment must be in writing and signed by both Cite-on-Site and
Subscriber. Should any portion of this Agreement be held to be void, invalid, unenforceable or illegal by a court,
the validity and enforceability of the other provisions will not be affected thereby. Failure of either party to
enforce any provision of this Agreement will not constitute or be construed as a waiver of provision or of the
right to enforce provision. The headings and captions in this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.
|Cite-on-Site's performance under this Agreement is subject to interruption and delay due to causes
beyond its reasonable control, such as acts of God, acts of any government or governmental authority, war or other
hostility, terrorism, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial
or labour dispute, inability to obtain necessary supplies, inability of any computer system or software to properly
|Except as otherwise provided in this Agreement, all notices must be in writing
(including email) to:
Notice shall be deemed delivered three business days after posting in the Canadian postal system, or one business
day after posting online by Cite-on-Site or Cite-on-Site's licensor, or sending by either party by email, facsimile
or by courier.
Box 2461, Morden, Manitoba R6M 1C2
Telephone (855) 992-4700
Facsimile (866) 744-2579
- to Subscriber at the most recent address in Cite-on-Site's records, or online.
||Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and
whether pre-existing, present or future) arising out of or relating to:
(collectively, "Claim") will be referred to and determined by arbitration (to the exclusion of the courts). Subscriber
agrees to waive any right Subscriber may have to commence or participate in any class action against Cite-on-Site related
to any Claim and, where applicable, Subscriber also agrees to opt out of any class proceedings against Cite-on-Site.
- this Agreement;
- the Features or Data;
- oral or written statements, advertisements or promotions relating to this Agreement or to the Features or
- the relationships which result from this Agreement (including relationships with third parties who are not
signatories to this Agreement);
||If Subscriber has a Claim, Subscriber should give written notice to arbitrate to Cite-on-Site at the address specified
in Section 11. If Cite-on-Site has a claim Cite-on-Site will give Subscriber notice to arbitrate at Subscriber's address
as required by Section 11.
Arbitration of Claims will be conducted in the forum and pursuant to the rules as Subscriber and Cite-on-Site agree upon,
and failing agreement, will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration
in the Province of Manitoba that are in effect on the date of the notice to arbitrate.
||Subscriber may not assign, sub-license, or otherwise transfer or encumber this Agreement, or any of Subscriber's rights
or obligations under this Agreement, to any person except with the prior written consent of Cite-on-Site.
||Cite-on-Site may assign or transfer this Agreement or any rights or obligations under this Agreement to any affiliate of
Cite-on-Site's, and Cite-on-Site or the affiliate-assignee may assign or transfer this Agreement or any rights or obligations
under this Agreement to any third-party successor to all or substantially all of the business or assets of Cite-on-Site, in
each case without the prior consent of Subscriber.
|The official language of this Agreement and all communications and documents relating to it is the English language.