BiblioShare Webform Terms of Service

1. Your relationship with BNC

1.1 Your use of BNC’s BiblioShare Webform service and web site (referred to collectively as the “Services” in this document) is subject to the terms of a legal agreement between you and BNC. “BNC” means BookNet Canada, whose principal place of business is at 215 Spadina Avenue, Suite 310, Toronto, ON M5T 2Y4, Canada. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 These Terms of Service form a legally binding agreement between you and BNC in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to below as the “Terms”.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by BNC in the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that BNC will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with BNC, or (b) you are a person barred from receiving the Services under the laws of Canada or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, you should print off or save a local copy of the Terms for your records.

3. Provision of the Services by BNC

3.1 BNC is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which BNC provides may change from time to time without prior notice to you.

3.2 As part of this continuing innovation, you acknowledge and agree that BNC may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at BNC’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform BNC when you stop using the Services.

3.3 You acknowledge and agree that if BNC disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4. Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to BNC will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada or other relevant countries).

4.3 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 You agree that you are solely responsible for (and that BNC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which BNC may suffer) of any such breach.

4.6 You agree that you are responsible for your own conduct and Content while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms, at BNC’s discretion.

5. Billing and Payment

5.1 If you select a paid Services level, you will choose to subscribe and pay for the Services on an annual basis and BNC will bill the account administrator in advance for use of the Services. Current pricing for annual paid levels are as set forth on the BNC web site, and BNC reserves the right to modify pricing at any time, provided however that BNC will notify the account administrator of a paid level account by email prior to any annual price increase affecting that account. If you upgrade to a higher paid level or tier, BNC will credit any remaining balance from your previous subscription payment to your new level or tier. You may choose to discontinue your paid level account at any time; however, BNC does not issue refunds for unused subscription periods.

5.2 All payments due are in Canadian dollars unless otherwise indicated on the subscription pricing page or invoice.

a. Credit Card or Debit Card. Fees for accounts where you are paying with a credit card, debit card or other non-invoice form of payment are due at the beginning of the year for which Services will be provided to you. For credit cards, or debit cards: (i) BNC will charge you for all fees when due at the beginning of each service year; and (ii) these fees are considered delinquent if not received at the start of each service year.

b. Invoices. Payments for invoices are due thirty days after the invoice date, unless otherwise specified, and are considered delinquent after such date.

c. Renewal. For paid levels, at the end of each annual subscription period, the Services will automatically renew for an additional year. If you wish to change your subscription level, the account administrator must notify BNC to make this change.

d. Other Forms of Payment. BNC may enable other forms of payment by making them available in the BNC website. These other forms of payment may be subject to additional terms which you may have to accept prior to using the additional forms of payment.

5.4 BNC will endeavor to notify the account administrator if your paid account has delinquent fees. If delinquent fees are not paid, BNC will suspend your use of the Services.

5.5 You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (collectively “Taxes”), and you will pay BNC for the Services without any reduction for Taxes. If BNC is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide BNC with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to BNC, you must provide BNC with an official tax receipt or other appropriate documentation to support such payments.

5.6 These billing and payment terms may not apply if you are not subscribing to the Services directly from BNC.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to BNC for all activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify BNC immediately at webform@booknetcanada.ca.

7. Privacy and your personal information

7.1 BNC will keep confidential any personal information that you provide as part of the registration process and will only disclose such information to other users of the Service or other third parties, if authorized by you. BNC will use the personal information provided for the purposes of administering your use of, and providing you with access to, the Service.

7.2 You agree to the use of your data in accordance with BNC’s privacy policies.

8. Content in the Services

8.1 You understand that all information (such as data files, written text, or image files) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.

8.3 BNC reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

8.5 You agree that you are solely responsible for (and that BNC does not have any responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which BNC may suffer) by doing so.

9. Proprietary rights

9.1 You agree the Service and any necessary software used in connection with it contain proprietary and confidential information protected by applicable intellectual property and other laws, including but not limited to copyright, and trade and service mark protections, and is owned by BNC or its suppliers.

9.2 You acknowledge and agree that you obtain no right, title or interest under these TOS to the Service or any of the Content, except as expressly set out herein.

9.3 You agree not to access the Service by any means other than through the interfaces provided by or through BNC for use in accessing the Service.

9.4 By submitting your metadata and images to BookNet Canada (“BNC”,”BookNet”) you are granting BookNet permission to include your materials in BookNet Products.

9.5 BookNet Products include, but are not limited to: BookNet’s web-based, online products known as BNC SalesData & LibraryData, BNC Prospector, BNC BiblioShare, BNC CataList or any other web-based product owned and operated by BookNet which contains all or part of any BookNet database; and electronic data feeds of BookNet’s databases (or products containing all or part of any of BookNet’s databases) distributed to and used by BookNet’s customers, both directly and via third party information distributors; and databases made available as part of BookNet’s bibliographic service, BiblioShare.

9.6 In consideration of the mutual benefits arising from the inclusion of your materials in the BookNet Products, you grant to BookNet in perpetuity the worldwide royalty free right, but not the obligation, to load and store your materials on BookNet’s computer storage facilities; and to add your materials (including copies, derivations or modifications) to the BookNet Products, to use your materials in any manner in BookNet Products, and to make use of, distribute and exploit such BookNet Products and your materials for BookNet’s business purposes including, without limitation, electronic distribution to BookNet’s customers.

9.7 You agree that BookNet has the right to control the content and format of the BookNet Products and you agree that BookNet shall have the right to include materials provided by other providers in the BookNet Products along with your materials.

10. Ending your relationship with BNC

10.1 The Terms will continue to apply until terminated by either you or BNC as set out below.

10.2 If you want to terminate your legal agreement with BNC, you may do so by notifying BNC at any time. Your notice should be sent, in writing, to webform@biblioshare.ca.

10.3 BNC may (or may instruct its suppliers to) at any time, terminate its legal agreement with you:

(A) if you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) if BNC is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) if BNC is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service; or

(D) if the provision of the Services to you by BNC is, in BNC’s opinion, no longer commercially viable.

10. DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND CONDITIONS

You acknowledge and agree that:

10.1 YOUR USE OF THE SERVICE (AND THE CONTENT YOU OBTAIN THROUGH IT), IS AT YOUR SOLE RISK. THE SERVICE AND CONTENT ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. BNC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10.2 BNC AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR CONTENT, OR THE CONTENT ITSELF, WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE OR SOFTWARE OR CONTENT WILL BE CORRECTED.

10.3 ANY MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED OR OTHERWISE OBTAINED OR SENT, THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF CONTENT THAT RESULTS FROM THE OPENING, DOWNLOAD OR SENDING OF ANY SUCH MATERIAL.

10.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BNC OR ITS SUPPLIERS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

10.5 AS VIRUSES ARE FREQUENTLY CREATED AND DISTRIBUTED, IT IS YOUR RESPONSIBILITY TO OBTAIN AN ANTIVIRUS PROTECTION. THERE IS NO WARRANTY THAT THE SERVICE WILL DETECT ANY VIRUSES PRESENT IN CONTENT OR SENT TO YOUR COMPUTER SYSTEM, NETWORK OR EMAIL SERVER; YOUR RESPONSIBILITIES INCLUDE ENSURING YOU HAVE SUFFICIENT BACK-UP SYSTEMS IN PLACE.

11. LIMITATION OF LIABILITY

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT BNC AND ITS SUPPLIERS, SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF BNC OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE (INCLUDING USE OF THE CONTENT); (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. BNC SHALL BE LIABLE FOR DIRECT DAMAGES ONLY.

12. Copyright policies

12.1 BNC does not permit infringement of intellectual property rights on its Services. BNC may remove Content if it believes or has reason to believe such Content infringes on another’s copyright. Without prior notice and at any time at its sole discretion, BNC reserves the right to remove any Content, disable your ability to share or upload Content within the Service, or terminate your access to the Service (a) for uploading or sharing such Content in violation of these Terms of Service; or (b) if, under appropriate circumstances, you are determined to be a repeat infringer.

13. Trademark Information

13.1 Without BNC’s prior permission, you agree not to display or use in any manner, the BNC’s or its suppliers’ trademarks or service marks, except as expressly set forth above.

14. Changes to the Terms

14.1 BNC may make changes to the Terms from time to time. When these changes are made, BNC will make a new copy of the Terms available on http://www.booknetcanada.ca.

14.2 You understand and agree that if you use the Services after the date on which the Terms have changed, BNC will treat your use as acceptance of the updated Terms.

15. General legal terms

15.1 These Terms, constitute the entire agreement between you and BNC and govern your use of the Services, superseding any prior agreements between you and BNC related to the BiblioShare Webform services.

15.2 Additional terms and conditions may apply when you use other services or parts of the Service (such as data from BiblioShare).

15.3 The Terms and the relationship between you and BNC shall be governed by the laws of Ontario, without regard to its conflict of law provisions.

15.4 You agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Toronto. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

15.5 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms and schedules are for convenience only and have no legal or contractual effect.