Government of Canada Open Data License Agreement

This Agreement is between Her Majesty the Queen in Right of Canada, as represented by the Minister of the department or head of the Crown corporation providing the Data (referred to herein as "Licensor" ) and you (either an individual or a legal entity that you represent as an authorized employee or agent)

The following are terms governing your use of the Data.

By using the Data, you acknowledge that you have read, understood and agree to be legally bound by the terms set out below. If you do not agree to these Terms, you may not use the Data.

This is version 1.1 of the Government of Canada Open Data License Agreement. The Licensor may make changes to the terms of this Agreement from time to time and the Licensor will issue a new version of the Agreement on the GC Open Data Portal site. Your use of Data will be governed by the terms of the Agreement in force as of the date you accessed the Data.

1.0 Definitions

1.1 "Agreement" means this Government of Canada Open Data License Agreement.

1.2 "Data" means data, metadata and related documentation expressed in a form that gives rise to Intellectual Property Rights, made available to you through the GC Open Data Portal or through other open data sites of the Licensor, in accordance with the terms of this Agreement.

1.3 "GC Open Data Portal" means the Government of Canada Open Data Portal Web site (http://www.data.gc.ca) that functions as a single point of access to Data.

1.4 "Intellectual Property Rights" means any and all intellectual property rights recognized by the law, including but not limited to, intellectual property rights protected through legislation.

1.5 "Value-Added Product" means any product, system, device, material or software you develop or manufacture, or cause to be developed or manufactured, in the exercise of your rights under this Agreement. Value-Added Products may be developed or manufactured by constructing, deriving, developing, adapting, incorporating or by any other means using the Data, in whole or in part.

2.0 Intellectual Property Rights

2.1 Intellectual Property Rights in any modification, translation or further development of the Data or in Value-Added Products made by you in the exercise of your rights under this Agreement, shall vest in you, in such person as you shall decide or as determined by law.

2.2 Intellectual Property Rights that the Licensor may have in the Data shall remain the property of the Licensor. Intellectual Property Rights that third parties may have in the Data shall remain their property.

3.0 License Grant

3.1 Subject to this Agreement, the Licensor hereby grants you a royalty-free, non-exclusive, world-wide, non-assignable license to use, reproduce, modify, translate, and distribute the Data, in whole or in part and by any means, to manufacture, license or sell Value-Added Products, and to sublicense any or all of such rights, under terms consistent with this Agreement.

4.0 Acknowledgement of Source

4.1 You shall include and maintain on all reproductions you make of the Data, the following notice:

Contains data reproduced and distributed with the permission of the Government of Canada, on an "as is" basis.

4.2 Where any of the Data is contained within a Value-Added Product, you shall include on such Value-Added Product the following notice:

Contains data licensed "as is" under the Government of Canada Open Data License Agreement. Such licensing does not constitute an endorsement by the Government of Canada of this product.

or any other notice approved in advance in writing by the Licensor.

4.3 You shall not include on reproductions made of the Data or in promotional material relating to your Value-Added Products or elsewhere:

1. the name, crest, logos or other insignia or domain names of the Licensor or the official symbols of the Government of Canada, including the Canada wordmark, the Coat of Arms of Canada, and the flag symbol, without written authorization from the Treasury Board Secretariat. Request for authorization from the Treasury Board Secretariat may be addressed to:

information@fip-pcim.gc.ca
Federal Identity Program
Treasury Board of Canada Secretariat
300 Laurier Avenue West
Ottawa, Canada K1A 0R5

2. any annotation that may be interpreted as an endorsement by the Licensor of the Value-Added Products or that would imply that you have an exclusive distribution arrangement for any or all of the Data or that you have access to any confidential information or information not available to others.

5.0 No Warranty and no Liability

5.1 The Data is licensed "as is". The Licensor makes no representation and gives no warranty whatsoever with respect to the Data and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Data. The Licensor assumes no obligation or liability whatsoever for the provision of updates to the Data.

5.2 You shall have no recourse against Her Majesty in right of Canada or any of its Ministers, officials, servants, employees, agents, successors and assigns for any loss, liability or damage you may suffer at any time by reason of your possession or use of the Data or arising out of the exercise of your rights or the fulfilment of your obligations under this Agreement.

5.3 You shall at all times indemnify Her Majesty in right of Canada and any of its Ministers, officials, servants, employees, agents, successors and assigns against all claims, damages and actions however made, based upon or attributed to any injury, infringement or damage arising out of any of your actions or omissions, your performance or non-performance under this Agreement or arising from the manufacture, sale, licensing or use of Value-Added Products.

6.0 Effective Date and Termination

6.1 This Agreement is effective as of the date and time you use the Data and shall terminate automatically if you breach any of the Terms of this Agreement.

6.2 Notwithstanding termination of this Agreement:

1. you may continue to distribute Value-Added Products for the purpose of completing orders made before the termination of this Agreement provided you comply with the requirements set out in section 4.0 of this Agreement; and

2. individuals or entities who have received Value-Added Products or reproductions of the Data from you pursuant to this Agreement will not have their licenses terminated provided they remain in full compliance with those licenses.

6.3 All obligations which expressly or by their nature survive termination of this Agreement shall continue in full force and effect. For greater clarity, and without limiting the generality of the foregoing, the following provisions survive expiration or termination of this Agreement:

1. section 4.0 (Acknowledgement Of Source)
2. section 5.0 (No Warranty and no Liability); and
3. section 6.2

7.0 General Provisions

7.1 Applicable Law

This Agreement shall be governed and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the Federal Court of Canada.

7.2 Entire Agreement

This Agreement constitutes the entire agreement between the Licensor and you with respect to your rights to use the Data. This Agreement may be amended by the Licensor, in the manner set out at the beginning of this Agreement.

7.3 No Waiver

No condoning, excusing or overlooking by the Licensor of any default by you in performing or observing any of your obligations under this Agreement will operate as a waiver or otherwise affect the rights of the Licensor in respect of any continuing or subsequent default.

Version 1.1 November 2011