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License Agreement - Digital Retail Marketing Materials

By accessing any of THE CANADIAN CREDIT UNION ASSOCIATION (CCUA) DIGITAL MARKETING MATERIALS (the ““Licensed Materials”), THE SUBSCRIBER CREDIT UNION AGREES TO THIS LICENSE AGREEMENT

This License Agreement (this “Agreement”) is entered into between the purchaser (the “Subscriber”) of the Licensed Materials and Canadian Credit Union Association Cooperative (the “Licensor”) and governs the Subscriber’s use of the Licensed Materials. Each time the Subscriber or anyone on its behalf uses any of the Licensed Materials, the Subscriber signifies its agreement, to be bound by the terms of this Agreement.

Grant of License

For valuable consideration, the Licensor grants to the Subscriber, subject to the terms and conditions of this Agreement, a limited, non-exclusive, royalty-free and non-transferable license, to use the Licensed Materials. The Subscriber agrees to use the Licensed Materials only as authorized in this Agreement. The Subscriber agrees to use the Licensed Materials for its intended purpose of promoting the services and content contained therein.

Restrictions 

Subject only to the Licensor’s express prior written consent, which consent may be withheld for any reason, the Subscriber shall NOT:

  1. broadcast the Licensed Materials in any alternate media other than those provided;
  2. modify, adopt, sell, assign, sublicense, lease, rent, distribute, loan, decompile or disassemble the Licensed Materials or share any of the Subscriber’s rights under this Agreement;
  3. remove or alter any trade-mark, logo, copyright or other proprietary notices, legends or symbol contained in or associated with the Licensed Materials;
  4. adopt, translate, or create derivative works based on the Licensed Materials;
  5. sell or otherwise distribute the Licensed Materials to anyone, including but not limited to others in the same organization.

 

Ownership

The Subscriber acknowledges and agrees that the Licensor, is the owner of all right, title, copyright and other intellectual property rights in and to the Licensed Materials, (including but not limited to any images, photographs, and text, incorporated therein). This Agreement shall not be construed in any way to convey title or ownership. The Subscriber’s rights to use of the Licensed Materials are strictly limited in accordance with this Agreement.  The Subscriber agrees to execute any trademark license agreements reasonably required by the Licensor.

Disclaimer

The Licensor makes no, and there are no representations, warranties, covenants or conditions, express or implied, regarding the suitability of the Licensed Materials for any purpose. The Licensed Materials are sold "as is" and the Licensor makes no representation, warranty, covenant or condition as to the performance or merchantability of the Licensed Materials.  The Licensor acknowledges that the information contained in the Licensed Materials is summary in nature and does not constitute legal or business advice. The Licensor hereby disclaims all warranties as to the accuracy of any of the information in Licensed Materials and disclaims all liability for any actions taken in reliance on this information. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. 

Payment and Refund

The Subscriber agrees to pay the Licensor in full for use of the Licensed Materials upon receipt of invoice from the Licensor.  All purchases are final and non-refundable.

Term and Termination

This Agreement will continue in full force and effect for from date of purchase until the “Termination Date” on which date this Agreement will terminate and the rights granted to the Subscriber hereunder shall end immediately.

The Subscriber acknowledges that Licensor updates the Licensed Materials annually and the version being distributed may not be distributed or used in any way after the Termination Date of 3 years from acceptance of purchase and conditions of this License Agreement. Notwithstanding the Termination Date, this Agreement will terminate immediately without notice to the Subscriber if the Subscriber is in default of any provision of this Agreement.  Upon the termination of this Agreement for any reason, the Subscriber will immediately destroy all electronic and paper copies of the Licensed Materials and all of its component parts.  

Indemnity

The Subscriber agrees to indemnify, defend and hold harmless the Licensor (including its officers, directors, employees and/or agents) from and against any and all claims, damages, liabilities, settlements, expenses and costs, (including reasonable legal fees) arising directly or indirectly from, out of, or relating to (i) the Subscriber’s use of the Licensed Materials; (ii) the Subscriber’s breach of any term or condition of this Agreement; (iii) any wrongful, negligent, or willful act of omission of the Subscriber in the advertisement, offering or performance of the Licensed Materials; or (iv) any failure of the Subscriber to comply with any laws, regulations, or other requirements applicable to the Subscriber’s use of the Licensed Materials. The Subscriber will assist and co-operate as fully as reasonably required by the Licensor in the defense of any such claim or demand. 

Limitation of Liability

In no event shall the Licensor or anyone else who has been involved in the creation, production, or delivery of the Licensed Materials be liable to the Subscriber (including its officers, directors, employees and/or agents) for any direct, indirect, consequential, or incidental damages, or any loss whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, computer failure or any other pecuniary loss) arising out of the Subscriber’s use of or its inability to use the Licensed materials, even if Licensor was advised of the possibility of such damages, and whether or not such damages were foreseeable. The entire risk as to the quality and performance of the Licensed Materials is with the Subscriber. Should the Licensed Materials prove defective, the Subscriber (and not the Licensor) (including its officers, directors, employees and/or agents) shall assume the entire cost of all necessary servicing or repair. Any liability of the Licensor will be limited exclusively to product replacement. 

Assignment and Enurement

This Agreement shall not be assigned or transferred (including by way of change of control, including merger or amalgamation), in whole or in part, by the Subscriber without the prior written consent of Licensor.  Any attempt to do so shall be null and void. This Agreement is freely assignable by Licensor. This Agreement shall enure to the benefit of, and be binding upon the parties and their respective permitted successors and assigns.

Severability

If any term, clause, or provision of this Agreement is held to be invalid by a court decision, statute, rule or otherwise, such invalid and unenforceable term, clause or provision shall be deleted.  The remaining provisions of this Agreement shall not be affected thereby but shall continue in full force and effect.

Choice of Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflict of laws provisions.  The parties hereby submit and consent to the non-exclusive and preferential jurisdiction of the courts located in the Province of Ontario.

Survival of Rights after Termination

All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor’s proprietary rights shall survive termination of this Agreement.