NAC Free Licensing Agreement Last Updated on May 10, 2014

Transcription

1 NAC Free Licensing Agreement Last Updated on May 10, 2014 This NAC Free Licensing Agreement ( this Agreement ) is made between you, a non-profit organization or a government or a charitable foundation (called you or the Licensee alternatively) and NAC Geographic Products Inc. (also called NACGEO ) for using NAC Technology (also called NAC ) in the non-commercial and free-to-all-users applications of the Licensee (called the Applications ), where NAC Technology represents Natural Area Coding System and its derived systems (the Universal Address System, the Global Postal Code System, the Universal Map Grid System, the Universal Property Identifier System, etc) which are developed, owned and maintained by NAC Geographic Products Inc. NACGEO allows the Licensee to use NAC Technology to the Applications, subject to the following terms and conditions: 1. LICENSING DESCRIPTION AND RESTRICTIONS 1.1. General. NAC Technology is licensed by NACGEO free of charge to the Licensee under this Agreement on a non-exclusive, nontransferable, limited basis, without any right to sublicense, all in accordance with this Agreement, provided that the Licensee complies with all requirements of this Agreement, which also requires the Licensee to provide the Applications free of charge to all users. NACGEO reserves the right to withdraw the license if the Applications compete with or will compete with NACGEO s own products or services Preparation for Implementation and Use. The Licensee shall implement and use NAC Technology in the Applications itself independently or hire companies with special permission from NAC Geographic Products Inc. or corporation members of the International NAC Society (a non-profit organization in charge of all NAC free applications of non-profit organizations and governments) to do implementation projects Use of NAC Technology. The Licensee is authorized to implement, use and promote NAC Technology anywhere in the Applications, but shall always footnote NAC on each user-interface or document with the sentence NAC is licensed by NAC Geographic Products Inc. and a hyperlink to Implementing NAC Technology in the Licensee s other products or services is prohibited without a written permission from NACGEO NAC Standards. The Licensee shall strictly follow the standards of NAC Technology to guarantee the accuracy of each conversion between a Natural Area Code and Longitude/Latitude coordinates. The Licensee shall also avoid using NAC Code, Natural Area Code, Universal Address, Global Postal Code and other variations of NAC as the prefix of a Natural Area Code in its written format. For example, a Natural Area Code can only be written as NAC: 8CNJ Q8Z8, not Universal Address: 8CNJ Q8Z8 or other format. You can say the Universal Address is 8CNJ Q8Z8, but write it as the Universal Address is NAC: 8CNJ Q8Z8.

2 1.5. Responsibility of Report. If the Licensee plans to outsource the implementation project of any of the Applications, it is required to send an with the project name, project budget, project location, project functionalities, project tender bidders or fund applicants (the company name, website and address of each bidder or applicant), project start date, project end date and other related information on the implementation project to the International NAC Society and NAC Geographic Products Inc. to confirm whether these bidders or applicants are authorised to do the project before the Licensee signs any agreement with any of them Determination of Compliance. NACGEO reserves the sole right and discretion to determine whether your use of NAC Technology is in compliance with this Agreement Marketing. The Licensee agrees to allow NACGEO to use its name in NAC Technology-related marketing materials including, but not limited to, websites, public presentations, news releases and other marketing materials. 2. AUTHORITY TO ACCEPT THE TERMS 2.1. The Licensee is an independent legal entity validly existing under the laws of its state/province/country and has full legal power and authority to enter into this Agreement and to carry out the provisions hereof The Licensee is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder This Agreement is a legal and valid obligation binding upon it and enforceable according to its terms. The execution, delivery, and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which the Licensee is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body, or administrative or other agency having jurisdiction over it The Licensee is the sole owner of, or otherwise has sufficient rights to the Applications which comply with all relevant laws and other requirements where they are offered or used. 3. INTELLECTUAL PROPERTY RIGHTS 3.1. Ownership of Intellectual Properties. All title and intellectual property rights in and to NAC Technology are owned by NACGEO. Natural Area Coding System, NAC, Universal Address System, Universal Address, Universal Map Grid System, Universal Map Grids, Global Postal Code System, Global Postal Code, Universal Property Identifier System, Universal Property Identifier, and other special terms are trademarks of NACGEO. They are protected by various intellectual property protection laws. Wherever they appear in a written document, they must be clearly footnoted with a notice ( NAC is owned and licensed by NAC Geographic Products Inc. ) and a hyperlink ( ).

3 3.2. Limitation of The Rights of The Licensee. This Agreement grants the Licensee no rights to any such intellectual property rights except for the limited rights expressly granted herein. All rights not specifically granted under this Agreement are reserved by NACGEO. The Licensee is required to include a notice in the user agreement of any of the Applications: This user agreement grants you the right to use Natural Area Codes only on this application or internally within your organization without automatic processing of Natural Area Codes by any software not authorized by NAC Geographic Products Inc. Otherwise, please contact NAC Geographic Products Inc. to get permission or a license to use Natural Area Codes. 4. BRAND FEATURES PERMISSION 4.1. Grant. Subject to the terms and conditions of this Agreement, NACGEO gives you the permission to display NACGEO s Brand Features solely for the purpose of promoting or advertising your authorized use of NAC Technology in accordance with this Section and for the purpose of fulfilling your obligations under this Agreement Restrictions. In using NACGEO s Brand Features, you will not display a NACGEO Brand Feature in any manner that implies a relationship or affiliation with, sponsorship or endorsement by NACGEO, other than your use of NAC Technology, or that can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of NACGEO or NACGEO s personnel; display a NACGEO Brand Feature in your Implementation or on your website if your Implementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age; have the NACGEO logo as the largest logo in your Implementation or on your website or promotional materials; display a NACGEO Brand Feature as the most prominent element in your Implementation on any page of your website; display a NACGEO Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to NACGEO; use NACGEO Brand Features to disparage NACGEO, its products or services; display a NACGEO Brand Feature in your Implementation or on a site that violates any law or regulation Compliance. You understand and agree that NACGEO has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements. 5. LIMITATION OF LIABILITIES AND DISCLAIMERS

4 Limitation of Liabilities. EACH PARTY AGREES THAT THE OTHER PARTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER INCIDENTALPECUNIARY LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE NAC TECHNOLOGY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 6. TERM AND TERMINATION 6.1. NACGEO reserves the right to make changes to this Agreement from time to time. When these changes are made, NACGEO will make a new copy of this Agreement available at (or such successor URLs that NACGEO may designate from time to time). You understand and agree that if you use NAC Technology after the date on which this Agreement has changed, NACGEO will treat your use as acceptance of the updated Agreement. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of NAC Technology Termination for Cause This Agreement may be terminated by NACGEO if the Licensee is in material breach of any material warranty, representation, term, condition, or covenant of this Agreement or amendments of the latter and fails to cure that breach within THIRTY (30) days after written notice thereof The Licensee may terminate this Agreement by written notice to NACGEO in case of suspension or termination for any reason whatsoever of the contract signed between the Licensee and a third party Survival and Grace Period. In the event of termination or expiration of this entire Agreement for any reason, the Licensee shall cease using NAC Technology and remove/destroy all copies of any software, documentation and materials provided by NACGEO or related to NAC Technology under this Agreement. Notwithstanding the foregoing, in the event of termination or expiration of this Agreement for any reason, the Licensee shall not be responsible for any use of NAC Technology by any NAC recipient or any third party. 7. GENERAL 7.1. Governing Law/Jurisdiction/Attorneys Fees. This Agreement shall be construed and governed by the laws of the Province of Ontario and the Licensee consents to exclusive jurisdiction and venue in the Provincial Courts sitting in Toronto, Ontario, unless no Provincial subject matter jurisdiction exists, in which case the Licensee consents to exclusive jurisdiction and venue in the Federal Court of Canada. Process may be served on either party in the manner authorized by applicable law or court rule. In any

5 action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys fees, costs, and other expenses Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the Parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable Freedom of Action. Nothing in this Agreement shall be interpreted to prohibit or restrict either Party from entering into similar or the same arrangement with other parties. Further, nothing herein shall restrict NACGEO with respect to the current or future licensing of NAC Technology. In addition, nothing herein shall restrict the Licensee with respect to the current or future development of the Licensee s products or services; the Licensee reserves the right to change any plans it may have with respect to the Licensee s products and services. Nothing in this Agreement shall be deemed to prohibit or restrict either Party from developing or distributing products or services that are similar to or compete with products or services of the other Party. The above notwithstanding, this Section shall not give either Party any right to use the other party s Confidential Information or intellectual property except as otherwise authorized herein or in a separate agreement Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement may be modified by NACGEO from time to time and the Licensee shall frequently check new amendments of this Agreement and comply with all the amendments of this Agreement No waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party Section Headings. The section headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.