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BCA Terms & Conditions

Last updated August 1, 2026

By executing an Order Confirmation referencing or incorporating these BCA terms and conditions (“Terms and Conditions”), Subscriber and BCA Research Inc, (“BCA”) agree to be bound by these terms. Terms and Conditions together with the Order Confirmation, and any variations or amendments to them (the “Agreement”). “Subscriber” means the entity identified in the Order Confirmation as “Subscriber”, and any of its permitted successors or assigns. Capitalized terms used but not defined herein shall have the meanings set forth in the Order Confirmation.

  1. Provision of Information Services: Subject to the provisions of the Agreement, BCA grants Subscriber the right to access and use its publications and/or services (“Information Services”) described in the Order Confirmation(s) (as may be amended, replaced or supplemented from time to time as provided herein, “Order Confirmation(s)”).
  2. Use of Information Services: Subscriber’s right to access and use the Information Services are subject to the provisions set out in the Order Confirmation(s). Subscriber agrees and acknowledges that the Information Services represent “intellectual property” of, and are proprietary to, BCA, and that the Agreement does not transfer copyright or license to Subscriber in any way (except the license to use the Information Services as provided herein). Subscriber may use the Information Services in the normal course of its business and for internal purposes only, unless otherwise authorized herein or upon prior written authorization from BCA. Subscriber may, as part of and in the ordinary course of its business, create, provide and distribute to third parties (orally, in writing, electronically or otherwise) information, reports, presentations and other publications which utilize limited and insignificant excerpts of the Information Services or information therein without the prior written consent from BCA and without payment of any additional fee, provided that appropriate references are made to the copyright of BCA on or near each of such excerpts. All unauthorized reproduction or other use of BCA’s materials (including the Information Services) shall be deemed willful infringement(s) of BCA’s copyright and other proprietary and intellectual property rights, including rights of privacy. BCA expressly reserves all rights in connection with its intellectual property, including without limitation the right to block the transfer of its products and services and/or to track usage thereof, through electronic tracking technology, and all other lawful means, now known or hereafter devised.
  3. Subscription Fee: BCA will invoice Subscriber for the subscription fee (“Subscription Fee”) in accordance with the terms set forth in the Order Confirmation(s) and Subscriber undertakes to pay the Subscription Fee as per the payment terms set out in the Order Confirmation(s). The Subscription Fee shall be paid free and clear of and without any deduction or withholding of any nature (such as sales, excise, value added, privilege, government charges or taxes, however designated) now or hereafter imposed by any national or local government or taxing authority. In the event of the Subscriber being required by law to make any such deduction or withholding, then the Subscription Fee payable shall be so grossed up so that after such deduction or withholding the amount paid shall not be less than the Subscription Fee provided for under the Order Confirmation. Except as provided otherwise elsewhere in the Agreement, the Subscription Fee is non-refundable.
  4. Term/Renewal: The Information Services shall be provided during the term (“Term”) set out in the Order Confirmation(s). Renewal of the Agreement shall be in accordance with the terms set forth in the Order Confirmation(s).
  5. Warranties: Notwithstanding anything to the contrary in the Agreement, BCA warrants to Subscriber that: (i) BCA has and will have all necessary rights, licenses and approvals to furnish the Information Services hereunder free of all claims and other third-party restrictions; (ii) to the best of BCA’s knowledge, the Information Services furnished by BCA and/or Subscriber’s use of the same hereunder do not and will not violate, infringe or in any manner contravene or breach any patent, copyright, license, trademark or other property or proprietary right or constitute the unauthorized use or misappropriation of a trade secret of any third party or the laws or regulations of any governmental or judicial authority (including without limitation those patents, copyrights, trademarks, trade secrets, laws and regulations of the United States) (collectively, “Intellectual Property Rights”); (iii) there are no claims, demands or proceedings that have been instituted, or are pending or threatened by any person against BCA or, to BCA’s knowledge, any customer of BCA alleging any matter contrary to the foregoing.  If Subscriber is a non-resident of Canada, it (i) confirms that it does not, and has never had the right to use any of BCA’s materials in Canada, and agrees that it has not and will never use any of the materials in Canada unless it acquires the right by paying the applicable Canadian and Quebec sales taxes, and (ii) acknowledges all unauthorized use of the materials in Canada shall be deemed infringement.
  6. Limitation of Liability: While BCA will use its reasonable efforts to provide accurate and informative Information Services to Subscriber, BCA cannot guarantee the accuracy, relevance and/or completeness of the Information Services, or other information used in connection therewith. Except as set forth in section 7 below, BCA, its affiliates, shareholders, directors, officers, and employees shall have no liability, contingent or otherwise, for any claims or damages arising in connection with (i) the use by Subscriber of the Information Services (ii) the failure to or delay in the delivery of the Information Services (except that Subscriber shall be entitled to a prorated refund of the Subscription Fee if BCA fails to deliver the Information Services), and/or (iii) any errors, omissions or inaccuracies in the Information Services. The cumulative liability of BCA to Subscriber under the Agreement for damages, regardless of the severity of the damage and regardless of the form of the action, shall not exceed Subscription Fee paid for the most recent applicable subscription Term. No action, regardless of form, arising from or pertaining to the Agreement may be brought by Subscriber more than one (1) year after such cause of action has been discovered by Subscriber.
  7. Indemnification by BCA: BCA will defend, indemnify and hold Subscriber, its partners, shareholders, officers, employees and affiliates harmless from and against any claim (whether actual or threatened) by a third party that the Information Services, or Subscriber’s use thereof, violates, infringes or in any manner contravenes or breaches any Intellectual Property Rights of any third party or governmental or judicial authority provided that (a) Subscriber notifies BCA promptly of any such claims; (b)  Subscriber provides all reasonable assistance to BCA, at BCA’s cost, in defending the claim; (c)  BCA shall have conduct of the claim and; (d)  BCA shall be entitled to defend or settle any such claim at its discretion.
  8. Confidential Information: All information and materials provided by Subscriber to BCA in connection with BCA’s provision of the Information Services shall be deemed Subscriber’s proprietary and confidential information (“Confidential Information”). BCA agrees that it will not use, copy or disclose the Confidential Information other than for the sole purpose of supporting or performing its obligations under the Agreement. The Confidential Information will not be disclosed to any third party without first having obtained the written permission of the Subscriber. Confidential Information specifically excludes any information which BCA can show (i) was known to or was independently developed by BCA without access to or use of the Confidential Information, (ii) was disclosed to BCA in good faith by a third party who had the right to make such disclosure, (iii) was made public by the Subscriber, or was established to be part of the public domain other than as a consequence of a breach by BCA of the Agreement, (iv) is independently developed by BCA without use of the Confidential Information as shown by documents and other competent evidence in BCA’s possession or (v) is required to be disclosed by law provided that BCA will give the Subscriber written notice of such requirement prior to disclosure so that the Subscriber may seek a protective order or other appropriate relief.
  9. Use of name: BCA and its employees, agents and representatives will not, without Subscriber’s prior written consent in each instance, (i) use in advertising, publicity or other promotional endeavor, the name of Subscriber or any of Subscriber’s affiliates, or any officer or employee of Subscriber, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Subscriber or its affiliates, (ii) or represent, directly or indirectly, that any product or service provided by BCA has been approved or endorsed by Subscriber, or refer to the existence of the Agreement in press releases, advertising or materials distributed to BCA’s prospective customers.
  10. Artificial Intelligence (“AI”): Subscriber may use the Information Services in connection with AI Technology solely for its internal business purposes, provided that such use takes place within a secure, closed and enterprise-controlled environment and that the Information Services are not used to (i) train, fine-tune, test or otherwise improve any AI Technology; (ii) input into, or made accessible by, any public or external AI Technology; or (iii) retained, incorporated into, or used by any third-party AI Technology provider to improve its services. Subscriber shall ensure that outputs do not reproduce, enable the reconstruction of or compete with the Information Services and remains fully responsible and liable for all AI Technology use, including by any third-party providers. Subscriber shall ensure that appropriate technical and organizational safeguards are implemented to comply with this clause. In this paragraph “AI Technology” means any and all machine learning, deep learning, and other AI technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
  11. Default/Breach: The Agreement shall not be terminated by a party by reason of default or breach of the other party, unless the default or breach is material and until and unless the defaulting party has failed to cure any such material default or material breach within thirty (30) days after the defaulting party’s receipt of written notice specifying the default or breach. Notwithstanding the above, either party shall be entitled to terminate the Agreement immediately without notice and without liability to make further payment of any kind save for any payment that shall have accrued at the date of such termination if (a) the other party becomes bankrupt or has an interim receiver appointed in respect of its property or has a receiving order made against it or makes any arrangement or composition with its creditors or any analogous circumstance occurs or (b) becomes unable to pay its debts as they fall due or makes any special arrangement or composition with its creditors.

  12. Assignment: Subscriber may assign the Agreement, any Order Confirmation(s) and/or any of its rights and/or obligations hereunder upon prior written notice to BCA, without the consent of BCA, to (i) Subscriber’s parent company, its and their subsidiaries and affiliated companies, (ii) any entity providing data processing services to Subscriber, or (iii) Subscriber’s successor pursuant to a merger, consolidation or sale of all or substantially all of its assets. The Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors and permitted assigns.

    Notices

    All notices to BCA shall be delivered to:

    BCA Research Inc.
    1001 de Maisonneuve Blvd. West, Suite 1510
    Montreal, Quebec H3A 3C8 Canada
    Attn: Head of Legal Affairs
    Telephone: +1 (514) 499-9550
    E-mail: legal@bcaresearch.com

  13. Changes in Information Services Being Provided: Order Confirmation(s) specifies the Information Services BCA shall provide to Subscriber and shall, for purposes of the Agreement, form an integral part of it. The parties may agree from time to time that the Information Services may be modified and other changes may be made to the Order Confirmation(s), but only with the written consent of both parties. Such changes shall be evidenced by the parties executing an amended Order Confirmation(s).
  14. Entire Agreement: The Agreement, which includes Order Confirmation(s), constitutes the entire agreement and supersedes all prior representations, negotiations and understanding between the parties with respect to the subject matter hereof. The terms and conditions of the Agreement and its Order Confirmation(s) may only be binding over BCA with evidence of acceptance by signature from an authorized signing officer of BCA.
  15. Order of Precedence: In the event of a direct conflict or inconsistency between parts of the Agreement, where no provision is expressed as overriding, the prevailing text appears in the Order Confirmation.
  16. Governing Law/Jurisdiction/Language: The Agreement shall be governed in all respects by the laws of the Province of Quebec and the parties submit to the exclusive jurisdiction of the Province of Quebec courts. The parties confirm their wish that the Agreement and all documents relating hereto, including notices, be drawn up in English only. Les parties aux présentes confirment qu’il est de leur volonté que cette convention, de même que tous les documents s’y rattachant, y compris les avis, soient rédigés en anglais seulement.