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Terms & Conditions

Visible Data grants the Subscriber a non-exclusive licence to access and use information in Visible Data’s On-Line Database(s), as defined in Schedule B. The Subscriber shall use any information obtained from Visible Data’s On-Line Database(s) for internal purposes only. Other than this authorized use, the Subscriber shall protect and maintain such information as confidential information of Visible Data and the Subscriber shall not disclose such information or provide access to such information to the Subscriber's agents or employees unless they have a need to know the information in connection with their duties. The sale, transfer, assignment licensing, publication, or re-transmission of the information to any other person or company are all strictly prohibited without the prior express written permission of Visible Data.

No Subscriber may download more than 5,000 records at one time.

The Subscriber shall be exclusively responsible for providing, at its own expense, all necessary equipment compatible with and suitable for obtaining access to the Visible Data website and On-Line Database(s). The Subscriber shall also be responsible for the payment of all charges it or any of its employees or agents incurs, including telephone charges, in connecting to the Visible Data website. The Subscriber is responsible for interpreting and analyzing the data.

When Visible Data receives:

i) The completed and signed Page 1 of the Subscription Agreement, with the preferred Payment Plan indicated, and
ii) Payment of the appropriate Participation Deposit (if requested by Visible Data),

it shall promptly provide the Subscriber with access to its On-Line Database(s) by providing an account number. In addition, passwords will be issued to individual users within a Subscriber company.

The Subscriber shall keep its account number and passwords confidential to protect against unauthorized use and shall notify Visible Data immediately if the confidentiality of either is impaired.

The Subscriber is solely and exclusively responsible for all charges relating to its account number, with the exception of charges incurred after a Subscriber notifies Visible Data—in writing or via e-mail—that the confidentiality of its account number or passwords has been impaired.

Visible Data will invoice the Subscriber at the beginning of every month for charges relating to the Subscriber’s Access and Payment Plan. The Subscriber agrees that Visible Data’s records of the Subscriber’s account activities are final and conclusive.

Invoices are payable within thirty (30) days of receipt by the Subscriber. If payment is not received within this period, Visible Data may apply the Subscriber’s Participation Deposit to payment of the invoice. If this results in the Subscriber’s funds on deposit with Visible Data being less than the Participation Deposit relevant to their Payment Plan then in effect, Visible Data may:

i) Suspend the Subscriber’s access immediately upon Visible Data providing the Subscriber with notice of the suspension and the steps required to regain access, or
ii) Give the Subscriber notice that the Subscriber’s access will be suspended with no further notice at a specified date and time unless the funds on deposit to the credit of the Subscriber are increased so as to be at least equal to the Participation Deposit relevant to the Payment Plan then in effect.

By the Subscriber
The Subscriber may change its Payment Plan by:

i) Giving at least fifteen (15) days notice in writing before the last day of a calendar month
ii) Ensuring that it has funds on deposit with Visible Data equal to the Participation Deposit required for the new Payment Plan.

By Visible Data
Visible Data may, upon giving the Subscriber at least thirty (30) days notice, amend the Payment Plan (Schedule A), by changing:

i) The terms of the Payment Plans, including introducing new Payment Plans or deleting existing Payment Plans
ii) The amount of the Participation Deposit
iii) The information and services available on the Visible Data website

By the Subscriber
The Subscriber may suspend or terminate its subscription to the on-line database(s), and obligation to pay for access, by giving Visible Data at least fifteen (15) days notice in writing before the last day of a calendar month.

By Visible Data
Visible Data may suspend or terminate a Subscriber’s access to the On-Line Database(s) if the Subscriber does not have the appropriate Participation Funds on deposit with Visible Data.

Visible Data may also suspend or terminate access to the On-Line Database(s) in the event of abuse by the Subscriber of its user privileges, including, without limitation:

• Unauthorized sharing of account numbers and passwords
• Attempts to circumvent the protective mechanisms of any Visible Data systems
• Deliberate attempts to degrade system performance or capability
• Attempts to damage systems, software, or Intellectual Property rights of Visible Data or any other person
• Irresponsible use

This Agreement is effective from the date Visible Data accepts the completed and signed Page 1 from the Subscriber. The Agreement is governed by and construed in accordance with the laws in force in the Province of Alberta. The parties hereby submit to the jurisdiction of the Courts of Alberta.

Either party may terminate the agreement at any time, without reason or cause, by giving three (3) months notice to the other party. Within thirty (30) days of the effective date of termination, Visible Data shall pay to the Subscriber any Participation Funds on deposit to the Subscriber, less any amount that the Subscriber owes to Visible Data pursuant to this Agreement.

If either party becomes bankrupt or insolvent, the party not in default may suspend access and terminate the Agreement immediately.

Sections 1, 2, and 9, shall survive the expiration or early termination of this Agreement.

While Visible Data makes every reasonable effort to ensure the availability, accuracy, and completeness of the On-Line Database(s)—which are provided under this agreement on an “as is” basis—it does not warrant that it will meet the Subscriber’s needs or be free from errors, or that the operation of the On-Line Database(s) will be uninterrupted. The Subscriber acknowledges that any use or interpretation of the information obtained through the On-Line Database(s) is solely and exclusively at its own risk.

Visible Data shall use reasonable efforts to ensure, but does not warrant, that the use of the On-Line Database(s) by the Subscriber, in accordance with the terms of this Agreement, or of any information contained in the On-Line Database(s), does not infringe any Intellectual Property rights of any other person.

Visible Data shall not be liable for any decision made or action taken based on the information available through the On-Line Database(s). In no event shall Visible Data be liable to the Subscriber for lost profits of the Subscriber, or special or consequential damages, even if the Subscriber has been advised of the possibility of such damages. The Subscriber shall indemnify and hold Visible Data, its directors, officers and employees, harmless from any loss, damage or claim of any person resulting from or rising out of or in any way related to the Subscriber’s use of or reliance upon the information available through the On-Line Database(s).

In the event of willful or negligent acts or omissions by Visible Data, its liability to the Subscriber for any claims, costs, losses, or damages of any kind shall not exceed fees paid by the Subscriber to Visible Data (including Participation Funds on deposit) in the three (3) months prior to the event causing harm to the Subscriber.

Visible Data shall not be liable to the Subscriber for any failure in performance that arises out of the unavailability of third party communication facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, riots, war, or any cause beyond the reasonable control of Visible Data. If any such event prevents the Subscriber from accessing Visible Data’s On-Line Database(s), and continues for more than one (1) month, the Subscriber may terminate its subscription by giving written notice to Visible Data. Visible Data shall not be liable to the Subscriber for modifications made by Visible Data from time to time to the On-Line Database(s) as it sees fit to the operation, performance, or functionality of the On-Line Database(s).

The Subscriber shall not assign this Agreement or any rights hereunder without the prior written consent of Visible Data.

All right, title, and interest in and to the Visible Data On-Line Database(s) shall remain the sole property of Visible Data.

This Agreement constitutes the entire agreement between the parties hereto and, except as expressly written herein, there are no undertakings, representations, warranties, or covenants given by either party.

Any notice or other communication required to be given by Visible Data to the Subscriber shall be delivered by mail, fax, e-mail, or courier service to the address set forth on the completed and signed Page 1 of this Subscription Agreement.

Any notice or other communication required to be given by the Subscriber to Visible Data shall be delivered by mail, fax, e-mail, or courier service to:

Visible Data Inc.
Suite 1100, 640 8th Avenue S.W.
Calgary, AB T2P 1G7
Attention: Ms. Pat Sunstrum, Managing Director

Phone: (403) 244-1288
Fax: (403) 266-3356
E-Mail: visibledata@visibledata.com