These terms and conditions (“Terms and Conditions”) form the agreement between Canada Post and you, the customer (“Customer”) with respect to the data licensed to the Customer (“Data”).

1.0 LICENSE AND LIMITS ON DATA USE.

Canada Post hereby grants the Customer a limited, non-exclusive, non-transferable license to use the Data conditional upon the following:

(a) The Data is licensed to the Customer for its exclusive use and for the sole purpose of conducting direct mailings to promote the Customer's products and services;

(b) The Customer itself will not have access to the Data;

(c) The Customer may only use the Data via a third party mail service provider (the "MSP") that has both (a) been identified in the Agreement and (b) has signed the Third Party Service Provider License Agreement with Canada Post;

(d) All of the Customer's direct mailings under the agreement must be completed no later than 90 days from the date upon which the Data being utilized is received on behalf of the Customer;

(e) The Data will be seeded to ensure compliance with these Terms and Conditions.

2.0 LICENSE AND LIMITS ON POSTAL CODE REPORT USE.

Canada Post hereby grants to the Customer a limited, non-exclusive, non-transferable license to use, with respect to non-mover and non-ecommerce campaigns, reports which contain the Postal Codes and the number of dwellings in each Postal Code for each mailing permitted under these Terms and Conditions In the event the Customer conducts mover and ecommerce campaigns, Canada Post grants to the Customer a limited, non-exclusive, non-transferable license to use reports which contain the number of responders in each FSA for each mailing permitted under these Terms and Conditions . The reports described in this section shall be collectively known as the “Reports”.

The Customer shall not:

(a) use the Reports other than for the purposes of conducting: (i) response analysis; and/or (ii) future Smartmail™ marketing campaigns with Canada Post;

(b) rent, license, lease, or sell the Reports;

(c) make derivative works of the Reports or combine the Reports with any other databases;

(d) reproduce the Reports except as strictly necessary to use the Reports as authorized in these Terms and Conditions; and

(e) use the targeting selects requested by the Customer in conjunction, in any way whatsoever, with the permitted uses of the Reports.

3.0 PROPRIETARY RIGHTS.

The Data and the Reports (collectively the ˝Licenced Data”) are the property of Canada Post and/or its licensors and remain at all times the exclusive property of Canada Post and/or its licensors. The Customer will, at the request of Canada Post, sign all documents as may be required to ensure that ownership of the Licensed Data remains with Canada Post and/or its licensors.

4.0 SUPPRESSION FILES.

In the event that the Customer requests suppression services and provides Canada Post with a list it wishes to suppress from its direct mailing, the Customer hereby grants to Canada Post a non-exclusive, limited license to use any such list provided to Canada Post by the Customer for the purposes of suppressing those records from the Licensed Data. The Customer represents that it has the required authority to grant Canada Post such license. Canada Post agrees not to disclose or make available any part of the Customer’s list to any third party or permit any third party to use any of the Customer’s list, other than agents or contractors of Canada Post who have signed agreements containing confidentiality obligations that are at least as protective as those set out in the Agreement.

5.0 MAILING SPECIFICATIONS.

All direct mailings carried out using the Licenced Data must meet Canada Post’s Postal Code Targeting and Personalized Mail specifications set out at:

https://www.canadapost.ca/tools/pg/Amalgamated/Amalgamated_PCT-e.pdf
or
https://www.canadapost.ca/tools/pg/Amalgamated/Amalgamated_CPPM-e.pdf

6.0 FEE.

The Customer will pay Canada Post the fees in accordance with the invoice terms. All fees paid are nonrefundable. Any fees charged by the MSP are the sole responsibility of the Customer.

7.0 LIABILITY AND DISCLAIMER OF WARRANTY.

Canada Post is providing the Licenced Data and suppression services on an “as is” basis, and makes no representations or warranties about them. The fees set out in these Terms and Conditions reflect the “as is” nature of the Licensed Data and suppression services. The Customer will indemnify and hold Canada Post harmless from any and all claims, damages, losses, or expenses arising out of or relating to breach of these Terms and Conditions by the Customer. Monetary damages may not be a sufficient remedy for any breach of Section 1 and Sections 2 of these Terms and conditions by the Customer, and the Customer agrees that Canada Post will be entitled to interim and permanent equitable relief, including injunction and specific performance, as remedies for any breach. These remedies will not be deemed to be the exclusive remedies for any breach but will be in addition to all other remedies available at law or in equity Canada Post will not be responsible for any direct, indirect, special, punitive or consequential damages arising out of or relating to a breach of these Terms and Conditions, whether arising in tort, contract or other legal theory, and even if Canada Post has been advised or is aware of the possibility of such damages. For greater certainty, Canada Post will not be liable to the Customer for consumer complaints regarding unwanted mail from the Customer. Should a consumer wish to opt out of receiving mailings from Canada Post, the Customer may direct them to: www.canadapost.ca/list_optout.

8.0 TERMINATION.

8.1 In the event that the Customer breaches these Terms and Conditions, Canada Post may, upon written notice to the Customer, immediately terminate the license provided herein.

8.2 Canada Post may terminate the license provided herein without cause upon 30 days’ prior written notice to the Customer.

8.3 Upon termination or expiration of the license provided herein, the Customer will immediately cease to use, and will have no further rights to use, the Licensed Data. The Customer shall destroy, and certify destruction of, the Licensed Data.

9.0 GENERAL TERMS.

9.1 These Terms and Conditions are governed by and will be construed in accordance with the laws of the jurisdiction in which the Customer is situated and the laws of Canada applicable therein, or if the Customer is not situated within Canada, the laws of the province of Ontario and the laws of Canada applicable therein, without regard to any choice or conflict of laws, rule or principle that will result in the application of the laws of any other jurisdiction.

9.2 No party has the authority to act on behalf of the other party or to commit the other party in any manner at all or cause any other party’s name to be used in any way not specifically authorized by these Terms and Conditions.

9.3 These Terms and Conditions sets forth the entire agreement of the parties and supersedes all previous agreements and understanding, whether written or oral, with regard to these Terms and Conditions.

9.4 The Customer may not transfer or assign its rights under these Terms and Conditions without Canada Post’s prior written consent.

9.5 If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

9.6 The failure of either party to exercise any right granted or to require any performance of any term of these Terms and Conditions or the waiver by either party of any breach of these Terms and Conditions will not be deemed a waiver of any subsequent breach of the same or any other terms.