Last updated on 2019-01-14
When an agreement, master services agreement or other license agreement exists between you and JLR (a “Supplementary Agreement”), your rights and obligations concerning your purchase and/or use of the products, services, or information offered by JLR (collectively, the “JLR Products”) are also governed by the terms of such Supplementary Agreement, in addition to these Terms. In the event of any inconsistency between the provisions of such Supplementary Agreement and these Terms, the provisions of the Supplementary Agreement will have precedence over those of these Terms to the extent of such inconsistency.
BY USING THE SITES OR OPENING AN ACCOUNT, YOU (also referred to as “Customer” or “User”) CONFIRM YOUR ACCEPTANCE OF THESE TERMS. If you do not agree with these Terms, you may not visit or use the Sites or open an Account.
We grant you a limited, revocable, non-exclusive, non-transferable and non-sublicenseable right to access and use the Sites and the service they provide, including information and data available through the Sites (“Service”), and your Account for your personal, internal use, subject to the terms and conditions of these Terms. However, this license does not allow you to make any commercial use or any derivative use of the Sites or of any of its individual elements or content. You may not use, frame or utilize framing techniques to enclose the Sites, or any individual element or materials within the Sites or create a link to the Sites accessing such elements or materials without JLR’s prior written consent.
No part of the Sites may be reproduced, modified, or distributed in any manner without our prior written permission. You may not use robots or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Sites.
Customer shall use the Content in a manner that (i) complies with all applicable federal and provincial laws, rules, regulations and ordinances, including those governing privacy, data protection, fair information practices, public records, marketing to consumers and consumers’ rights to privacy; (ii) does not, in any way or for any purpose, infringe any third party’s intellectual or proprietary rights, including but not limited to, copyright, patent, trademark, or trade secret; (iii) does not infringe on an individual’s rights of publicity or privacy; and (iv) is not defamatory, libelous, unlawfully threatening or unlawfully harassing. Information provided through the Service may contain personal information protected under the privacy and data protection laws and regulations of various countries and Customer agrees to comply with any applicable obligations required under such laws and regulations and ensure that such personal data is only used by appropriately trained personnel.
Customer acknowledges that the Content contain certain consumer information that may be considered sensitive information by some consumers. Customer shall restrict access to such consumer information to those of its employees with a “need to know” in order for Customer to perform its obligations under these Terms; provided such employees have acknowledged the consumers’ rights to privacy and agreed to comply with fair information practices and consumers’ right to privacy. Customer must not make public the name, address, e-mail address, telephone number or other information about an individual consumer without JLR’s express written consent and the written consent of the consumer and must, under no circumstances, use such information to solicit any individual designated within the Content as requesting protection from solicitation.
Customer must take all necessary security measures to safeguard the Content from unauthorized access, distribution or storing.
The Service includes materials protected by copyright and other proprietary rights, including, without limitation, the content of the Sites, JLR’s trademark, logo, design, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements, as well as content and data provided by Third Party Suppliers. JLR and its Third Party Suppliers reserve all rights in and to the Content (as defined in Section 3 below), including, but not limited to: (i) all underlying data, database and compilations of the Content; (ii) all other data, compilations and publications created, prepared or authored by JLR or its Third Party Suppliers not consisting of the Content; and (iii) all copyrights and other proprietary rights in any of the foregoing.
All trademarks, service marks, logos, trade names, and any other proprietary designations of JLR used herein are trademarks or registered trademarks of JLR. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.
You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the information received through the Service to anyone without the express prior written consent of JLR. You may not use or permit the use of the Service to prepare, enhance, supplement, verify or add to an original database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party.
You also agree not to:
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content and JLR bears not responsibility in that regard.
JLR will not be responsible, nor will it be considered in default under these Terms, if a failure to provide Content, or any portion thereof, is due to (a) governmental action or (b) any circumstances beyond JLR’s control.
The parties acknowledge and agree that the jurisdictions for which JLR collects data, the sources from which JLR collects data, and the Content and the information available for such jurisdictions or sources may change from time to time (by both addition and deletion of jurisdictions and/or available information and data elements). Such circumstances may prevent JLR from delivering Content for such jurisdictions or sources or may prevent JLR from delivering all or a complete representation of the Data elements for the Content or any portion thereof. Customer acknowledges and agrees that JLR is only obligated to deliver (i) that portion of the Content or data elements that JLR is commercially reasonably able to acquire from the various jurisdictions or sources, (ii) the Content from those jurisdictions or sources from which JLR collects such Content, and (iii) the Content, or any portion thereof, JLR is not precluded, for any reason, from licensing to Customer.
To use portions of the Sites, you must register with JLR to open an Account. You agree to immediately notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You are responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other people. Accordingly, you understand and agree that you will be responsible for any activity performed by others using the Sites, your email address and password.
We may immediately terminate or suspend your access to your Account in our sole discretion and, without notice, for conduct that we believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of these Terms; or (iii) harmful to other users, third parties, or the business interests of JLR. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you.
Customer acknowledges JLR’s and its Third-Party Suppliers’ valuable rights in and to the compilations of the Content and the underlying data that those compilations contain, including JLR’s and its Third-Party Suppliers’ copyrights, proprietary rights therein, the related data sources, database structure, processing software, production systems, documentation, and quality control methods and all confidential information. The confidential information provided hereunder is to be stored and used by Customer in such manner that the use of and access thereto is limited as contemplated in these Terms. Customer shall treat the Confidential Information as strictly confidential and, at a minimum, in the same manner as Customer treats its own confidential information. Customer shall take all security precautions to safeguard the Confidential Information from theft or unauthorized access by any other person or entity. Customer shall notify JLR within twenty-four (24) hours of: (i) any material unauthorized possession or use of the Confidential Information; (ii) the effect of such use or possession; and (iii) the corrective action taken in response thereto. Customer acknowledges that JLR may be required to also notify its customers, data source providers or other third parties of such security incidents and agrees to cooperate with JLR in making such notifications. The costs of such notifications, credit monitoring services provided to affected customers and any other costs related to such unauthorized possession or use shall be the sole responsibility of Customer. Customer shall not, unless specifically permitted hereunder, required by law, required by court-ordered production, or otherwise agreed to in writing by JLR, disclose to any individual or entity any Confidential Information, including, but not limited to, the Content, the data elements and the configuration of the Content. In addition, Customer agrees (i) to disclose, or provide access to, the Content and the information contained therein only to Customer’s officers and employees who have a “need-to-know” in order for Customer to perform its obligations under these Terms, (ii) to cause Customer’s officers and employees to execute appropriate confidentiality or non-disclosure agreements with respect to the Content and the information contained therein, and (iii) that Customer shall in any event be responsible for any breach of these Terms by Customer’s officers and employees.
Customer warrants that it has implemented and throughout the term of these Terms shall maintain security measures designed to: (i) protect the security and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of such confidential information; and (iii) protect against unauthorized access to or use of such Confidential Information that could result in substantial harm or inconvenience to JLR or any customer or data sources of JLR. Upon reasonable request, JLR may review Customer's then-current security procedures and policies and audit reports, if any such audit has been conducted by Customer, and may provide copies of such procedures, policies and reports to customers, data sources and/or regulators of JLR in connection with such third parties’ review of JLR’ security procedures and policies.
By accepting these terms, you expressly authorize JLR to contact you for any lawful purpose, including, among other things, account support or to inform you of or promote or market JLR’s products and you hereby agree to receive such communications, emails, texts and telephone calls.
Your consent to the terms of this section is not required as a condition of purchasing any goods or services from JLR. Should you wish to not consent to being contacted for promotional purposes, or to revoke a consent previously given, please contact JLR at https://www.jlr.ca/contact.aspx.
THE SERVICE AND THE INFORMATION, TOOLS, FEATURES, AND FUNCTIONALITY PROVIDED THROUGH THE SERVICE (THE "MATERIALS") ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL STATUTORY AND OTHER IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE HEREBY DISCLAIMED INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR FROM JLR’S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING ANY DATA OR INFORMATION. NEITHER WE NOR OUR THIRD-PARTY SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE SITES OR ANY SERVICE MATERIALS PROVIDED ON THE SITES. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE OR THE SERVICE MATERIALS AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE, THE SERVICE MATERIALS, OR THEIR DELIVERY WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVICE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
JLR, ITS AFFILIATES, THIRD PARTY SUPPLIERS, LICENSORS AND BUSINESS PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, (COLLECTIVELY, THE "RELATED PARTIES") WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS, WHETHER BASED ON CONTRACTUAL OR EXTRACONRACTUAL LIABILITY OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, EVEN IF JLR AND/OR ANY OF THE RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (II) THE USE OR THE INABILITY TO USE THE SITES OR ANY OF THE JLR’S PRODUCTS, OR (III) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, IN NO CASE WILL THE ENTIRE LIABILITY OF JLR’S OR ANY OF THE RELATED PARTIES TO THE CUSTOMER OR ANY THIRD PARTY EXCEED THE AMOUNT PAID TO JLR BY THE CUSTOMER FOR THE APPLICABLE JLR PRODUCT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF LOSS.
Customer shall maintain current, accurate and complete books and records regarding the Content and the use thereof and payment therefor during the term of these Terms and for a minimum of three (3) years following termination or expiration of these Terms (the term of these Terms, any renewal thereof and such three (3) year period thereafter shall collectively be referred to herein as the “Audit Period”). JLR has the right to audit Customer, Customer’s agents and end users, if any, and to inspect the facilities and records (including, without limitation, electronic records) of Customer to assure compliance with these Terms during the Audit Period. JLR and/or its designees may, during the course of such audit, make copies and extracts of the books and records (including, without limitation, electronic records) of Customer to the extent they relate to the Content, use thereof or compliance with these Terms. At JLR’s option, any audit described herein may be performed by JLR or its designee. Customer agrees to fully cooperate, and cause its employees, agents and End Users, if any, to fully cooperate, with JLR and/or its designees in the conduct of such audit. Violations discovered in any audit may be subject to immediate action including, but not limited to, termination of these Terms, legal action, or suspension of services. Once advised of any violations, Customer shall notify JLR within one (1) business day of Customer’s response and efforts to cure and Customer shall promptly correct any violations or deficiencies. Notwithstanding anything to the contrary contained in these Terms, if Customer is unable or unwilling to cure a breach discovered as a result of an audit, JLR may, at its sole discretion, terminate these Terms immediately and without further notice. Termination of the Agreement is without prejudice to any other rights JLR may have under these Terms or at law. Nothing in this Section will be construed as prohibiting JLR from pursuing any other remedies available to it for any breach of these Terms, including the recovery of monetary damages.
Each Third-Party Supplier and Related Party is a third-party beneficiary of these Terms. These Terms are not intended to, nor may be deemed to create any rights of enforcement by, any other party.
“JLR Dollars” are credits that Customers may either purchase or receive as awards or rewards from JLR and used to acquire products and services on the Service. JLR Dollars are not transferable to another Customer and any credits remaining at the expiration of Customer’s subscription will be lost if a balance is less than 20 JLR Dollars. JLR will only redeem JLR Dollars that have been purchased by Customer and not received as part of a promotion. JLR Dollars may be used to pay for a subscription renewal.
These Terms and the rights they provide to the Customer are effective until terminated, including as a result of the termination or expiration of the Supplementary Agreement (which automatically terminates the license). Except when provided otherwise in a Supplementary Agreement or if Customer is subscribing to the JLR Products under an “À la carte” subscription, JLR will invoice the fees for Customer’s access to and use of the JLR Products following a monthly invoicing cycle and Customer can terminate these Terms at any time by providing a 30-day termination notice to JLR in writing. These Terms will also terminate if you fail to comply with any of their terms and conditions. In such event, no notice will be required by us to effect such termination. In addition to the foregoing, JLR may terminate these Terms immediately upon written notice to you if you become insolvent, admit in writing your inability to pay your debts as they become due or cease or threaten to cease to carry on the business or a substantial portion of the business carried on by you.
In the event that legislation, governmental regulations or industry self-regulation prohibits the provision of any of the Content, services or use of any Content or information provided pursuant thereto, JLR will have the option, upon notice to you, to terminate these Terms in their entirety or solely with respect to the prohibited Content, services or information without liability to JLR. Such termination will be effective as of the effective date of such legislation or regulation and you will discontinue using the Content or any portion thereof and the information contained therein or derived therefrom, as of the date of such termination.
Upon termination, for any reason, or non-renewal of these Terms, Customer will immediately discontinue use of the Content and the information contained therein or derived therefrom. Within thirty (30) days after the effective date of termination, Customer will purge its computer system of all copies of the Content and the information contained therein or derived therefrom and, at JLR’s option and at Customer’s expense, either return to JLR or destroy all such Content and the information contained therein or derived therefrom and copies thereof in its possession together with all excerpts of, or extracts from, the Content. Customer will, upon the request of JLR, certify through an officer of Customer that the Content and the information contained therein or derived therefrom and all copies thereof have been purged and/or destroyed and that all actions required of Customer by this paragraph have been taken. If all or any portion of the Content and the information contained therein or derived therefrom are not returned to JLR or destroyed as provided herein, Customer will continue to pay JLR the applicable fee for the Content retained by Customer after the termination of these Terms until such time as Customer returns such Content and the information contained therein or derived therefrom to JLR or destroys such Content; it being understood, however, that in any event the license and Customer’s use of the Content shall terminate with any termination hereunder.
We also reserve the right to change, modify, suspend or discontinue all or any portion of the Sites, in our sole discretion, at any time and for any or no reason. We may also impose limits on certain features or restrict your access to parts of or the entire Sites in our sole discretion and without notice or liability.
The provisions of Sections 2, 3, 4, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 will survive any expiration or other termination of these Terms.
In addition to representations and warranties you have made elsewhere in these Terms, you represent and warrant as follows:
You agree to indemnify, defend and hold harmless JLR and each Related Party (collectively, the “Indemnified Parties“), at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) (“Claim”) incurred by any Indemnified Party arising out of or relating to your (i) violation or breach of any of these Terms or any policy referenced herein, (ii) use or misuse of the Service, (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Service, or (iv) your use or disclosure of another person’s personal, or financial information.
These Terms are governed by and construed in accordance with the laws of the Province of Québec, as if performed wholly within the Province and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Except for recourses for injunctive relief, which may be filed in any competent jurisdiction, any other legal action or proceeding arising under these Terms will be brought exclusively in the competent courts located in the Province of Québec and the parties hereby consent to the personal jurisdiction of such courts.
We reserve all rights not expressly granted herein. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms bind and inure to the benefit of the parties and their successors and permitted assigns, except that you may not assign these Terms (including directly, indirectly, by operation of law, through a direct or indirect change in control, or otherwise) without our prior written consent. Nothing in these Terms will constitute a partnership or joint venture between you and JLR. Our failure at any time or times to require performance of any provision hereof will in no manner affect our right at a later time to enforce the same unless the same is waived in writing. These Terms constitute the final, complete and exclusive agreement with respect to the Sites and your Account and may not be contradicted, explained or supplemented by evidence of any prior or contemporaneous agreement. All prior agreements, both oral and written, between the parties on the matters contained in these Terms are expressly cancelled and superseded by these Terms. Any amendments of or waivers relating to these Terms must be in writing signed by a duly authorized representative of JLR.