RealNet REALNET CANADA INC. - End-User License Agreement ("EULA")
 
END USER LICENSE AGREEMENT FOR REALINFO ONLINE CONTENT

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity) and the Licensor for the RealInfo data displayed through this EULA (the "Information"). For the purposes of this EULA, the term " Licensor " refers to RealNet Canada Inc. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY CLICKING "I AGREE". IF YOU DO NOT AGREE, DO NOT INSTALL OR VIEW THE INFORMATION.

This Agreement sets forth the terms of this EULA Agreement between:

(1) RealNet Canada Inc. ("RealNet") as Licensor, and
(2) the end-user, as Licensee.

1. GRANT OF LICENSE

Your employer has entered into a binding license agreement with the Licensor. This EULA does not amend or otherwise change any of the terms of the license agreement entered into by your employer and, to the extent any provision herein might be interpreted to disagree with the license agreement, such term shall be disregarded and the term of the license agreement with your employer is incorporated by reference into this EULA. A copy of the terms and conditions of the license agreement executed by your employer is available upon request. Provided you comply with all terms and conditions of this EULA, and subject to the license agreement, you are granted the following rights: RealNet hereby grants to the Licensee, as an agent of his/her employer and only to be used in the course of his/her employment, a non-transferable and non-exclusive end-user license, within Canada to access the Information maintained by RealNet and displayed on your computer.

Without in any way limiting the foregoing, the EULA granted hereunder to Licensee is exclusively for Licensee's internal use and the Licensee may not, in any manner whatsoever, distribute, sublicense, transfer, or otherwise permit the use of, or access to by any other person or entity, the Information or Access Software. You are not licensed to do any of the following:

1. You may not sell, license or distribute copies of the Information by themselves or as part of any collection, product or service if the primary value of the product or service is in the Information unless specifically authorized in writing by the Licensor.

2. You may not grant customers of your product or service any rights to license or distribute the Information.

3. Without limitation, Licensee shall not use the Information or Access Software in connection with any print media, Internet portal or other public access media.

2. TITLE TO INFORMATION

The Licensee acknowledges that, subject to the rights and license granted to the Licensee under this Agreement, RealNet retains and owns all right, title and interest in and to the Information created by, originating from and delivered by RealNet to the Licensee, including all patent, copyright, trade secret and other intellectual property rights therein, including all modifications, enhancements, corrections, updates, additions, new versions, created, originated and provided by RealNet to the Licensee.

3. COPYRIGHT AND TRADEMARK

The underlying rights to the Information shall belong to RealNet and are protected by copyright. Any and all right, title and interest in and to any modifications, additions, corrections, enhancements, new versions or derivatives originating and made by RealNet shall belong to RealNet. The trademarks "RealNet" and "RealInfo" are owned by RealNet Canada Inc. No license is granted to the Licensee for use of such trademarks other than such internal use as is necessary to exercise the Licensee's rights hereunder. Any data received using the Service is for individual use only and may not be duplicated or redistributed unless specifically authorized in writing by the Licensor. With the exception of a single copy of the Access Software in object code, and the Information produced by devices used by the Licensee in the process of using the Service, the Licensee agrees not to make or distribute, either in print or electronic form, any other copies without RealNet's prior written consent. RealNet reserves all rights not expressly granted to you in this EULA. The Information is protected by copyright and other intellectual property laws and treaties. RealNet or its suppliers own the title, copyright, and other intellectual property rights in the Information. The Information is licensed, not sold.

4. MISUSE OF DATE

RealNet reserves the right to, without prior notice and at the sole discretion of RealNet, deny access to the Service and/or terminate this license in the event of any breach of the terms of the EULA granted hereunder, misuse of data or of the retrieval system by the Licensee, or for any other breach of this EULA or other written between the parties hereto. Without prejudice to any other rights, RealNet may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Information and provide conclusive evidence to RealNet of the destruction of the Information at your sole and exclusive expense.

5. WARRANTY

REALNET MAKES NO EXPRESS WARRANTY TO THE LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REALNET AND ITS SUPPLIERS PROVIDE THE INFORMATION AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE INFORMATION, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE INFORMATION.

THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

6. DISCLAIMER

DUE TO THE NUMBER OF SOURCES FROM WHICH THE INFORMATION AND APPLICATIONS AVAILABLE ARE OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN THE INFORMATION AND APPLICATIONS. REALNET AND ITS AFFILIATES, AGENTS, LICENSEES, DISTRIBUTORS AND LICENSORS AND THEIR EMPLOYEES CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM LIBELOUS CONTENT OF THE INFORMATION OR APPLICATIONS AVAILABLE THROUGH THE SERVICE. REALNET SHALL NOT BE LIABLE TO THE LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY THE NEGLIGENCE OF, OR CONTINGENCIES BEYOND THE CONTROL OF, REALNET, IN PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR DELIVERING ANY INFORMATION OR APPLICATIONS THROUGH THE SERVICE. IN NO EVENT SHALL REALNET OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF INABILITY TO USE THE INFORMATION, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF REALNET OR ANY SUPPLIER, AND EVEN IF REALNET OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. CONFIDENTIALITY

The Licensee shall maintain the Information and all other confidential technical related information licensed and provided by RealNet to the Licensee under this Agreement including, without limitation, user names and passwords (collectively, the "Confidential Information") in confidence, and shall use such Confidential Information only for the purposes permitted under this Agreement or any other written agreement between RealNet and the Licensee.

The Licensee acknowledges and agrees that disclosure of the Confidential Information (even inadvertent disclosure) may cause irreparable damage to RealNet and its business prospects. Accordingly, the Licensee agrees:

1. that it shall maintain the absolute confidentiality of the Confidential Information and will not disclose the Confidential Information or any part of it for any reason whatsoever except to an employee, officer or director of the Licensee or an employee, officer or director of a sub-contractor of the Licensee with a need to know, and only to the extent necessary for such specific purpose for which the Confidential Information is disclosed by RealNet to the Licensee, and provided that all such individuals have been advised of the confidential and proprietary nature of the Confidential Information and agree to maintain such confidentiality; and

2. that if any employee, officer or director of the Licensee or a sub-contractor of the Licensee breaches any provision of this Agreement or if any third party obtains the Confidential Information through the Licensee or a sub-contractor of the Licensee without RealNet's authorization then the Licensee shall, at its own expense, take all actions that may be required to remedy such violation or recover such Confidential Information and prevent the use or dissemination of the Confidential Information, including, but not limited to, legal actions for seizure and injunctive relief, if then available. If in the opinion of RealNet, the Licensee fails to take such actions in a timely and adequate manner, RealNet may, at the expense of the Licensee, take such actions in its own name.

The obligations of this subsection shall not extend to any of the Confidential Information that: (a) is in the public domain other than by breach of this Agreement by the Licensee or any other written agreement between the parties; and (b) is, at the date of disclosure to the Licensee, properly in the possession of the Licensee (in written form) from sources other than RealNet.

The obligations with respect to Confidential Information shall continue for five (5) years after the date of initial disclosure and receipt of such Confidential Information and shall survive the expiration or termination of this Agreement for any reason whatsoever.

8. ASSIGNMENT

This License may not be assigned and transferred by the Licensee without the prior written consent of RealNet, which consent shall be delivered at RealNet's and unfettered discretion and may be unreasonably withheld. Any attempt to assign without consent shall be null and void and of no force or effect.

9. ENTIRE AGREEMENT / SERVERABILITY

This EULA and included license agreement executed by your employer constitutes the entire EULA and supersedes all prior understandings, agreements and negotiations between the Parties with respect to the subject matter hereof. There shall be no modifications or amendments to this EULA. If any provision of this EULA is held to be invalid by a court of competent jurisdiction, it shall be deemed excluded from this EULA and of no force or effect, and the remaining provisions of this EULA shall remain in full force and effect.

10. WAIVER

No waiver, whether by conduct or otherwise, of any of the provisions of this EULA shall be deemed to constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in an instrument duly executed by the Party to be bound thereby.

11. JURISDICTION

This EULA shall be governed by and interpreted and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

12. REPRESENTATION AND WARRANTY OF END USER AND INDEMNITY

As Licensee you have provided RealNet with the email address of your clients who are interested in receiving the services of RealNet and in being contacted by RealNet. You expressly represent and warrant to RealNet that you have obtained the written and informed consent of your client to provide RealNet with your clients€™ email address and that your clients have provided written (or equivalent) and informed consent to receiving electronic communication from RealNet. In the event that any of your clients withdraw their consent, you will immediately advise RealNet of this fact. In the event that you have provided RealNet with the email address of a client who has not provided such consent and the client seeks redress from RealNet, you agree to indemnify RealNet for all costs, including damages and the full costs of defending such a claim or cooperating with regulatory authorities in connection with a complaint. For greater certainty, the indemnity shall include all professional costs such as, and without limitation, all legal fees spent by RealNet as a result of your failure to seek the consent of your client and you providing RealNet with your clients email addresses.

Legal Disclaimer

© RealNet Canada Inc. makes no representation about the accuracy, completeness, or the suitability of the material represented herein for the particular purposes of the Licensee. All information contained herein are subject to change without notice. RealNet Canada Inc. assumes no responsibility or liability for errors in the information, or omissions from the database and is not a party to any agreement between the Licensee, as agent, and the builder, as vendor. E.&O.E.

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