This is a legal agreement between you (Licensee
) and Her Majesty the Queen in Right of Canada (Canada
)
as represented by the Minister of Natural Resources Canada. BY
ACCESSING, DOWNLOADING, PRINTING OR USING THE DATA, INFORMATION AND
MATERIALS BEING PROVIDED WITH, OR ACCESSIBLE PURSUANT TO THIS
AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST
IMMEDIATELY DISPOSE OF ANY SUCH DATA, INFORMATION, MATERIALS AND ANY
DERIVED PRODUCTS.
WHEREAS Canada is the owner of or has rights in the data (the Data
) addressed by the terms and conditions of this Agreement;
AND WHEREAS the Licensee wishes to obtain certain rights to the Data, on terms and conditions herein contained;
AND WHEREAS Canada represents that it has full authority to grant the rights desired by the Licensee on the terms and conditions herein contained;
AND WHEREAS the parties hereto are desirous of entering into a licence agreement on the basis herein set forth.
NOW, THEREFORE, in consideration of the covenants contained in this Agreement, the parties agree as follows:
Canada's Data
means any and all Data, the Intellectual Property Rights of which vest with Canada.
Canada's Licensed Rights
means those rights conferred upon Canada by third parties over the use of Data which is not Canada's Data.
Data
means any digital data, meta-data, or documentation subject to the terms and conditions of this Agreement.
Derivative Products
means any product, system, sub-system, device, component, material or software that incorporates or uses any part of the Data.
Intellectual Property Rights
means any intellectual property right recognised by law, including any
intellectual property right protected through legislation, such as that
governing, but not limited to, copyright and patents.
Subject to this Agreement, Canada hereby grants to the Licensee a non-exclusive, fully paid, royalty-free right and licence to exercise all Intellectual Property Rights in the Data. This includes the right to use, incorporate, sublicense (with further right of sublicensing), modify, improve, further develop, and distribute the Data; and to manufacture and / or distribute Derivative Products derived from or for use with the Data.
The Intellectual Property Rights arising from any modification, improvement, development or translation of the Data, or from the manufacture of Derivative Products, effected by or for the Licensee, shall vest in the Licensee or in such person as the Licensee shall decide.
The Licensee shall identify GeoBase® as a data source where any of the Data are redistributed, or contained within Derivative Products, and use of the Data shall not be construed as an endorsement by GeoBase® of those Derivative Products.
Canada makes no representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the Data and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Data. Canada does not ensure or warrant compatibility with past, current or future versions of your browser to access the site's Data.
The Licensee shall have no recourse against Canada, whether by way of any suit or action, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the Data.
The Licensee shall indemnify Canada and its officers, employees, agents and contractors from all claims alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the Licensee's possession or use of the Data.
The Licensee shall license all individuals (or companies) who obtain Data or Derivative Products from the Licensee the right to use the Data or Derivative Products by way of a license agreement, and that agreement shall impose upon these individuals (or companies) the same terms and conditions as those contained in section 4.0 of this Agreement.
The Licensee's liability to indemnify Canada under this Agreement shall not affect or prejudice Canada from exercising any other rights under law.
This Agreement is effective as of the date and time of acceptance (Eastern Time) and shall remain in effect for a period of one (1) year, subject to subsections 5.2 and 6.0 below.
At the end of the first term, this Agreement shall automatically be extended for successive one (1) year terms, subject to section 6.0 below, provided the Licensee is not then in breach of any of the terms and conditions of this Agreement.
Notwithstanding section 5.0, this Agreement shall terminate:
Upon the termination for whatever reason of this Agreement, the Licensee's obligations under section 4.0 shall survive; and the Licensee's rights under section 2.0 shall immediately cease.
Upon the termination for whatever reason of this Agreement, the Licensee shall delete or destroy all Data acquired under this Agreement immediately or within a reasonable timeframe where the Data is required to complete orders of Derivative Products made before the termination date of this Agreement.
Applicable Law
This
Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of Ontario. The
parties hereto attorn to the jurisdiction of the Superior Court of the
Province of Ontario and Canada as applicable.
Entire Agreement
This
Agreement constitutes the entire agreement between the parties with
respect to its subject matter. This Agreement may only be amended in
writing, signed by both parties, which expressly states the intention
to amend this Agreement.
Dispute Resolution
If
a dispute arises concerning this Agreement, the parties shall attempt
to resolve the matter first, by negotiation; second, by mediation by a
mutually acceptable mediator; and, failing these, the dispute shall be
finally settled by binding arbitration in accordance with the rules of
the Commercial Arbitration Act (Canada), and judgement upon the award
rendered by the arbitrators may be entered in any court having
jurisdiction over the matter.