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COMMERCIAL INFORMATION SERVICES AGREEMENT

THIS COMMERCIAL INFORMATION SERVICES AGREEMENT (the “Agreement”), made effective as of the date CLIENT accepts this Agreement by clicking to accept 1LINX’ terms (the “Effective Date”), is by and between 1Linx Ltd., an Ontario corporation (“1LINX”), and the company or individual accepting this Agreement and 1LINX’ terms (the “CLIENT”).

WHEREAS 1LINX offers to license services as defined in Exhibit A (the “Services”), subject to the term and conditions in this Agreement; and

WHEREAS CLIENT desires to license Services from 1LINX (the “Licensed Services,” defined as those Services in Exhibit A licensed by CLIENT which Exhibit may change from time to time by 1Linx providing notice to the CLIENT by posting such revised Exhibit on its website), subject to the terms and conditions in this Agreement.

NOW, THEREFORE, 1LINX and CLIENT, desiring to enter into a legally binding contract, agree as follows:

1. Definitions .

A. Confidential Information means any information, written or oral, that relates to either party’s business, products, processes, or services, that is designated as confidential or proprietary or that a reasonable party would understand to be confidential or proprietary, with the following exceptions: (i) information that was already known to the receiving party; (ii) information obtained from public or published information; (iii) information received from a third party not known to be employed or affiliated with the disclosing party; and (iv) information which is or becomes known to the public other than through a breach of this Agreement. 1LINX pricing, software, and technical documentation related to the Services shall be deemed Confidential Information regardless of any lack of designation.

B. In-Service Date means the Effective Date of this Agreement.

C. Matched Transaction means any unique access of the Licensed Services that returns requested information as identified in the Service Description table of Exhibit A.

D. Query means any unique access of the Licensed Services.

E. 1LINX IPR means intellectual property rights owned or licensed by 1LINX, including, without limitation, patent, copyright, and trademark rights.

2. Conditions .

A. CLIENT represents and warrants that any information provided to 1Linx for the Licensed Services shall have been legally obtained and that its use of information from the Licensed Services will be legal. CLIENT acknowledges and agrees that it shall comply with all applicable privacy and data protection laws, rules, and regulations related to its use of the Licensed Services, including information provided to and from the Licensed Services.

B. CLIENT agrees to use the Licensed Services only to obtain information on a Query basis and that all Queries to the Licensed Services will be primary; that is, except for use of existing CLIENT customer information, there will be no queries with another product or service to obtain information that might be obtained from the Licensed Services without first making a Query to the Licensed Services.

C. CLIENT agrees that it shall not: (i) disassemble, deconstruct, decompile, or otherwise reverse engineer the Licensed Services or any other 1LINX software used with the Services; (ii) use information obtained from a Licensed Service with any technology or in any way to produce a result or functionality of another Service; or (iii) use the Licensed Services with computer-generated, random information.

D. Each party agrees to obtain the other party's prior written approval of any marketing material or other information made available to a third party that describes the other party’s products or services, provided, however, that each party may make reference to the other party’s corporate name and logo on its web site and in its professional marketing materials.

E. CLIENT agrees to notify 1LINX of any actual or suspected unauthorized use or access of the Licensed Services and provide reasonable assistance to 1LINX in the investigation and prosecution of any such unauthorized use or disclosure.

F. 1LINX agrees to deliver the necessary software, account name, and password to enable CLIENT to access the Licensed Services subsequent to the execution of this Agreement. CLIENT assumes responsibility for integrating the Licensed Services into its systems and applications.

G. 1LINX reserves the right to utilize submitted Queries for the sole purpose of corroborating the association of data points within 1LINX’s data repositories.

H. 1Linx reserves the right to terminate provision of the Licensed Services at any time without penalty by providing notice to the CLIENT.

3. Term . This Agreement shall commence on the Effective Date, and shall continue on monthly basis until terminated in accordance with the terms of this Agreement.

4. License . During the Term and subject to the terms and conditions of this Agreement, 1LINX grants to CLIENT a non-exclusive, non-transferable license to use the Licensed Services provided by 1LINX solely for CLIENT’s internal business purposes. The license grant does not include a license for any use by CLIENT or a third party beyond the use of the Licensed Services provided by 1LINX (i.e., a license grant to use a Licensed Service does not imply a license to use any other Service that is not a Licensed Service or to use any 1LINX IPR other than to the extent needed for the Licensed Services). CLIENT shall have no right to sell, license, or distribute in any manner the Licensed Services, or any derivatives thereof, to a third party.

5. Prices for the Licensed Services . 1LINX shall charge for the Licensed Services the prices set forth in the applicable exhibit(s). All fees are quoted in U.S. Dollars and do not include any duties or taxes. CLIENT shall pay all federal, state, and local sales, use, or other applicable taxes that may be imposed upon the provision of or use of the Licensed Services.

6. Billing and Payment . 1LINX shall invoice and collect payment from the CLIENT in advance for its estimated usage of the Licensed Services. All fees are due and payable in U.S. Dollars. 1LINX shall provide details online of CLIENTS usage of the Licensed Services. Under no circumstances shall 1LINX be liable to provide Licensed Services in excess of what has been paid for in advance by the CLIENT. If CLIENT has utilized all its credits for Licensed Services, 1LINX may top up the CLIENT’s account to the amount last charged to the CLIENT. Notwithstanding anything herein to the contrary, if any bill rendered to CLIENT remains unpaid in whole or in part thirty (30) days after the invoice date, 1LINX shall have the right to terminate this Agreement or suspend CLIENT’s access to the Licensed Services, in which case 1LINX shall provide 5 business days prior written notice to CLIENT of 1LINX’s intent to terminate and/or to suspend CLIENT’s access to the Licensed Services until CLIENT becomes current in its payment obligations. CLIENT shall be responsible for any chargebacks, credit card declined charges, other fees and/or reasonable attorneys’ fees and costs incurred by 1LINX related to collection of unpaid obligations under this Agreement.

7. Late Payment Charge . A late payment charge shall become due if any payment is not received by 1LINX within ten (10) days from the invoice date, or for any other payments which are due 1LINX and are not received by the due date. CLIENT acknowledges that timely payment of invoices, or any other obligation owed by CLIENT, is of the essence and its late payment will cause 1LINX to incur costs that were not otherwise contemplated in this Agreement. Consequently, a late payment charge shall accrue on outstanding invoice amounts at a rate equal to eighteen percent (18%) per annum until the time that such amounts are paid.

8. Indemnification . Each party (as the “Indemnifying Party”) agrees at all times to indemnify and defend the other party (as the “Indemnified Party”) against any loss or damages from all claims or legal proceedings brought against the Indemnified Party arising from (a) the Indemnifying Party’s breach of this Agreement or any representation or warranty contained herein, or (b) the misuse of data related to this Agreement by the Indemnifying Party or the Indemnifying Party’s customers. The Indemnified Party shall promptly notify the Indemnifying Party of any such claim or legal proceeding and shall tender to the Indemnifying Party control of the defense and settlement, including without limitation, selection of counsel and direction of legal strategy. The Indemnified Party shall cooperate with the Indemnifying Party in the handling of it, provided, however, that the Indemnifying Party must receive the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) to any settlement that: (i) includes an admission of liability by the Indemnified Party; (ii) requires payment of any amounts not covered by the Indemnifying Party’s indemnification obligations; (iii) includes actions that affect Indemnified Party’s rights in or to its intellectual property, (iv) does not include a complete release for the Indemnified Party.

9. Warranties and Disclaimer of Warranties .

A. 1LINX warrants that the Licensed Services have been designed in a good workmanlike manner in accordance with applicable specifications and industry standards.

B. 1LINX does not warrant the uninterrupted or error-free operation of the Licensed Services.

C. CLIENT acknowledges that certain states have enacted laws placing restrictions on telemarketing activities, including but not limited to permitting a telephone subscriber to give public notice that he/she does not wish to receive sales solicitation telephone calls. 1LINX disclaims any warranty, express or implied, that the names and/or telephone numbers of all such subscribers have been identified on or deleted from the information supplied to CLIENT by the Licensed Services.

D. THE LICENSED SERVICES AND INFORMATION PROVIDED THEREFROM ARE PROVIDED “AS IS” AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. 1LINX DOES NOT WARRANT THAT THE LICENSED SERVICES OR ANY INFORMATION DERIVED FROM THE LICENSED SERVICES WILL FULFILL ANY OF CLIENT’S PARTICULAR PURPOSES OR NEEDS.

10. Limitation of Liability. EXCEPT FOR CLAIMS OR DISPUTES RELATED TO SECTION 4 (LICENSE), ) AND SECTION 11 (PROTECTION OF CONFIDENTIAL INFORMATION), NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, LOST PROFITS, OR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF FORESEEABILITY AND EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Except for claims or disputes related to Section 4 (License), Section 8 (Indemnification), Section 11 (Protection of Confidential Information), AND CLIENT’S PAYMENT OBLIGATIONS TO 1LINX, neither party’s liability under this Agreement, regardless of the form of action, shall in the aggregate exceed the total amount paid for the Licensed Services for the last six (6) months under the Agreement. Except for an action for non-payment, no action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has accrued. THE FOREGOING LIMITATIONS ON LIABILITY ARE INDEPENDENT, OF AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE, OR ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND.

11. Protection of Confidential Information . Each party agrees not to disclose the other party’s Confidential Information and to protect its confidentiality using at least the same degree of care that party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable, including not disclosing it to a third party unless there is a “need to know,” a “right to know,” and a written obligation by the third party to maintain the confidentiality. If a party receives an order from a court or other governmental body that requires disclosure of the other party’s Confidential Information then the party receiving the order shall notify the other party of the order and shall assist the other party in seeking an appropriate protective order in advance of making any such disclosure. CLIENT further agrees not to allow or enable the reverse engineering of any 1LINX software or the Licensed Services, including without limitation deriving any data, algorithms, or source code. The obligation to protect Confidential Information shall survive the expiration or termination of this Agreement.

12. Right to Audit . CLIENT shall maintain records sufficient to verify compliance with the provisions of Sections 2 (Conditions), 4 (License) and 11 (Protection of Confidential Information) of this Agreement, as well as any service-related conditions in any exhibits attached to this Agreement. No more than once each year, 1LINX shall have the right, upon reasonable advance written notice to CLIENT, to examine such records during regular business hours, for the sole purpose of verifying compliance with the terms and conditions of this Agreement. The parties agree to cooperate in good faith in performance of the audit, which shall include identifying entities that receive information obtained from the Licensed Services and the terms imposed on such third parties related to the Sections 2, 4 and 11 provisions of this Agreement, and supplying representative data that CLIENT obtains from the Licensed Services and provides to such third parties. To the extent it is necessary to disclose proprietary information to comply with the audit, the receiving party agrees to treat such information in the strictest confidence and use it only for the purpose of the audit.

13. Termination Rights and Obligations . Either party may terminate this Agreement: (a) if the other party commits a material breach of the Agreement; and said breach has not been cured to the reasonable satisfaction of the non-breaching party within ten (10) business days of the date of notice from the non-breaching party stating in detail the nature of said breach; or (b) if the other party files a petition in bankruptcy, proceedings in bankruptcy are instituted against it and are not dismissed within thirty (30) days, if any court shall assume jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganization act, if a receiver is appointed for such party’s assets and is not dismissed within thirty (30) days, or if such party shall make an assignment for the benefit of creditors; or (c) for convenience upon providing thirty (30) days notice. Upon any notice of termination of this Agreement by either party pursuant to Section 3 or this Section 13 of this Agreement: (i) CLIENT shall cease all use of the Licensed Services as of the effective date of the termination; (ii) CLIENT shall cease all use of the 1LINX trademarks and destroy or deliver to 1LINX, at 1LINX’s option, any and all copies of magnetic tapes or other machine-readable material in CLIENT’s possession or control that contain software or information provided by or derived from 1LINX; and (iii) all rights and obligations of the parties under this Agreement shall cease, except for each party’s payment obligations for the Term, which shall become fully payable upon termination, and except as expressly provided otherwise in this Agreement.

14. Force Majeure . 1LINX shall not be liable for any failure to perform or delay in performance hereunder where such failure or delay is occasioned by force majeure or an act of God (including, but not limited to, fire, embargo, labor strike, terrorism, or interruption of electrical service), or circumstances beyond a service bureau’s control which shall prevent 1LINX from providing the Licensed Services in the normal and usual course of its business.

15. Compliance with Laws . 1LINX and CLIENT shall comply with all applicable federal, state, county, and local laws, ordinances, regulations and codes in the performance of this Agreement and shall, by providing timely information to each other, assist each other in complying with such laws to the extent that it is their obligation to do so. All obligations under this Agreement shall be performed in compliance with all applicable legislation and government orders and regulations prohibiting discrimination against any employee or applicant for employment because of race, color, religion, sex, national origin, age or handicap. Where required by law, certificates of compliance shall be provided.

16. Assignment . CLIENT may not assign its rights and obligations under this Agreement to a successor-in-interest without 1LINX’s prior written consent and unless: (a) CLIENT is current in its payment obligations at the time of transfer; (b) the assignment is in conjunction with a sale or transfer of all or substantially all of CLIENT’s assets related to performance under this Agreement (i.e., in the case of a merger or acquisition of CLIENT); (c) the successor-in-interest is not a competitor of 1LINX; and (d) the successor-in-interest agrees to assume all of CLIENT’s obligations.

17. Parties in Interest . All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.

18. Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to such subject matter, and there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein. Terms set forth in any purchase order or other similar document of CLIENT shall have no bearing or effect on this Agreement. Any such document of CLIENT is for CLIENT’s internal purposes only and 1LINX’s receipt of any such document shall not be deemed to modify or alter this Agreement in any manner whatsoever.

19. Modification/Severance/Waiver . This Agreement may be amended by CLIENT only by a written instrument signed by 1LINX. 1LINX may amend this Agreement and the scope of the Licensed Services upon providing thirty (30) days’ notice to the CLIENT via posting of the new terms on its website or portal. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, it shall not affect any of the other portions of this Agreement. Failure to enforce any provision of this Agreement, or any right with respect thereto, shall not constitute a waiver of that provision or right, or of any other provision or right, nor shall it affect the validity of this Agreement. The exercise of any right under the terms of this Agreement shall not preclude or prejudice any future exercise of the same or other rights under this Agreement.

20. Notices . All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand (and duly receipted) or sent via next-day delivery by a nationally recognized carrier (e.g., the United States Post Office, United Parcel Service, or Federal Express) with proof of delivery requested, as follows:

If to 1LINX:

1Linx Ltd.
Cachet Centre PO
9255 Woodbine Avenue, #4024
Markham, ON
L6C 0G5

If to CLIENT:

At the address entered by the CLIENT in its signup with 1LINX

or to such other person or address as any party may furnish or designate to the other in writing in accordance herewith. Notice given by next-day delivery shall be deemed to have been given on the next business day of the date sent to the recipient.

21. No Agency . 1LINX provides services as an independent contractor and nothing in this Agreement shall create any other relationship such as agency, partnership, joint venture, etc., and neither party shall represent that any such relationship exists.

22. Headings . The paragraph headings contained in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.

23. Governing Law . This Agreement and all disputes or claims arising out of, from or related to this Agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Ontario, without regard to conflict of laws principles. Any suit, action, or proceeding arising from or relating to this Agreement, which is commenced by either party, must be brought in Toronto, Ontario. 1LINX and CLIENT irrevocably consent to, and agree to submit to, the jurisdiction and venue of such court in any such suit, action, or proceeding.

24. Injunctive Relief . CLIENT acknowledges that 1LINX may suffer great harm from misuse of information obtained from the Licensed Services and accordingly CLIENT agrees to take reasonable precautions to prevent such misuse by CLIENT and its customers. 1LINX may seek injunctive or other equitable relief against the breach or threatened breach of this Agreement in addition to any other legal remedies that may be available.

25. Exhibits and Attachments . This Agreement contemplates the possibility of multiple exhibits and/or attachments related to different 1LINX services. To the extent that there is a conflict between a provision in this Agreement and a provision in an attachment or exhibit, the exhibit or attachment shall control. To the extent that there are conflicts between provisions in different exhibits and/or attachments for different services, the provisions of each exhibit or attachment shall control within the scope of that exhibit or attachment.

26. Authority . The parties and each individual executing this Agreement on behalf of the parties hereto represent and warrant that such individual is duly authorized to execute and deliver this Agreement on behalf of his or her party.

CLIENT has accepted this Agreement and 1LINX terms and conditions as of the Effective Date.


Commercial Information Services Agreement

EXHIBIT A

This Exhibit A is part of the Commercial Information Services Agreement (the “Agreement”) between 1LINX and CLIENT. All capitalized terms, if not defined in this Exhibit A, shall have the meaning as such term is defined in the Agreement.

1LINX Services

Service

Description

FEES

Click to fill

Indicate the user’s wireless carrier and pre-populate the user’s information which may include name, address and mobile phone number.

Fees shall be based on volume and service requirements and shall be communicated by 1LINX to the CLIENT portal prior to utilization of the Licensed Services.

IP lookup

Based on the user’s IP Address, the user’s approximate geo-location is indicated.

Fees shall be based on volume and service requirements and shall be communicated by 1LINX to the CLIENT portal prior to utilization of the Licensed Services.

Operator Lookup

Indicate if a user’s number is a 1) landline or mobile; and 2) the Carrier ID.

Fees shall be based on volume and service requirements and shall be communicated by 1LINX to the CLIENT portal prior to utilization of the Licensed Services.

Subscriber Lookup

Indicate the user’s name and address based on mobile number.

Fees shall be based on volume and service requirements and shall be communicated by LINX to the CLIENT portal prior to utilization of the Licensed Services

1. Service Level Considerations.

A. Connectivity to 1LINX Servers. CLIENT will be responsible for all fees relating to a telecommunication provider’s connectivity services between CLIENT and 1LINX (i.e., fees for the purchase and/or lease, installation, testing, maintenance, repair and operation of all hardware/communication lines/equipment from the transaction/query origination point to the receiving point). If CLIENT elects to have 1LINX procure and invoice CLIENT for any connectivity services relating to this Agreement, 1LINX will add an additional fifteen percent (15%) monthly administrative fee onto the fees charged by the carrier to 1LINX and any other costs and fees paid by 1Linx for the connectivity. Such fees will be invoiced to CLIENT monthly.

B. Connectivity/Maintenance/Upgrades to 1LINX Servers. In order for the Services to work properly, CLIENT's systems that connect to the Licensed Services must be configured using 1LINX’s standard practices for the CLIENT-selected connection method selected by CLIENT: (i) for Web Gateway Access, CLIENT’s systems must be configured to connect to the production gateway for HTTPS-based Queries; (ii) for Web services, CLIENT’s systems must be configured to connect the production gateway. 1LINX shall not be responsible for any unavailability of the Licensed Services caused by CLIENT’s failure to properly configure its systems for the selected connection method. In order to perform maintenance and upgrades on its servers, 1LINX reserves the right to take individual machines out of service without notice to CLIENT, provided that during such maintenance and upgrades 1LINX shall continue to maintain redundancy and server capacity sufficient to service CLIENT Query volumes. 1LINX reserves the right to conduct regularly scheduled maintenance and bring the Licensed Services offline upon providing notice to the CLIENT. 1LINX shall not be liable to CLIENT for any unavailability of Licensed Services during such maintenance time.

C. Data Industry Standards. In order to meet 1LINX’s continuing commitment to provide state-of-the-art services, 1LINX Services provide information based on multiple third party data suppliers and data format and/or coverage requirements. It is CLIENT’s sole responsibility to maintain any CLIENT applications that use information obtained from the Services to reflect current data industry standards for the relevant data used by CLIENT. 1LINX shall in no case be responsible or liable for impact to the accuracy or results of any CLIENT designed application that results from changes due to third party data suppliers or data format and/or coverage requirements. For greater certainty, 1LINX shall not be responsible for failure in the provision of the Licensed Services due to failure or misconfiguration on the part of any third party service providers of 1LINX or the CLIENT.

D. 1LINX Support. Technical implementation support, application support and product support via the 1LINX support team, including:

(i) Standard technical support during normal business hours.

(ii) Reasonable Emergency Technical Email Support for any service affecting issues via the 1LINX.

E. Coverage Area. Unless otherwise provided herein, Services provide information solely for telephone numbers within the fifty (50) U.S. states and the District of Columbia.

F. 1LINX Data as Modeling System Input. 1LINX’s goal is to provide the most current, comprehensive and accurate data available subject to legal, technical and economic limitations. While modeling design systems ideally build models based on data that is stable and consistent over time, due to changes in both internal and external factors, some data from Services will inherently change over time. Before using data from Services as a variable input to a model, 1LINX highly recommends using statistical techniques to normalize the raw data and retuning models periodically. It is CLIENT’s sole responsibility in designing any modeling systems that use data from the Services to accommodate the foregoing considerations. 1LINX shall in no case be responsible or liable for any impact to the accuracy or results of any CLIENT model that results from changes in data obtained from the Services.

G. Queries for Testing Purposes. CLIENT shall be responsible for payment for all Queries pursuant to the fee and billing requirements of this Agreement unless CLIENT has obtained advance agreement from 1LINX to the contrary. 1LINX may provide CLIENT with up to $10 of free credit to conduct test Queries during the Term to CLIENT’s test account for the purpose of integration and interoperability testing (“Test Queries”). Any requirement for more free credit shall require a written amendment to this Agreement executed by CLIENT and 1LINX in advance of CLIENT submitting such Test Queries. Any amendment to permit CLIENT to submit unpaid Queries for the purpose of system or network stress testing (“Stress Test Queries”) shall be limited to one (1) file of a specific quantity of records that can be run multiple times (the “Stress Test File”). CLIENT shall provide 1LINX the Stress Test File for approval prior to such testing; CLIENT shall pay for all Queries using records not contained in the Stress Test File unless CLIENT and 1LINX have agreed to the contrary in a written amendment executed by both parties in advance of CLIENT submitting the Stress Test Queries.

H. Additional Licenses. Certain services that are accessible via the Licensed Services, such as Do Not Call flags and wireless number portability information, require licenses and/or permission from public or private entities other than 1LINX. By accessing the Services, CLIENT warrants that it has obtained the necessary licenses and/or permission and consent from users or the appropriate parties outside the license granted in this Agreement to legally access such services and the CLIENT shall indemnify and save harmless 1LINX from any and all claims, damages, expenses and liabilities associated with CLIENT’S failure to obtain such licenses and/or permission and consent or for failure to comply with applicable laws.