RTO7 TOURISM RESEARCH LICENSE AGREEMENT
AS A REPRESENTATIVE OF A TOURISM BUSINESS OR TOURISM ORGANIZATION WITHIN BRUCE, GREY OR SIMCOE COUNTIES, I
(Hereinafter referred to as "Licensee")
Regional Tourism Organization 7
Address: P.O. Box 973, Thornbury, ON N0H 2P0
Phone: (705) 888-8728
(Hereinafter referred to as the "Licensor")
Licensee is a business organisation or stakeholder within Bruce, Grey or Simcoe counties in the Province of Ontario which wishes to review certain research materials regarding increasing tourism in these counties ("Materials") from the Licensor; and
Licensor has agreed to provide a copy of these Materials under license to Licensee for use by the Licensee in promoting its business within these counties;
NOW THEREFORE IN CONSIDERATION of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:
1.1 The Licensor agrees to provide to Licensee a single copy of all or any part of the Materials that the Licensor chooses to make available for license.
1.2 The Licensor grants to Licensee a limited, non-exclusive, world-wide, royalty-free right and licence during the Term hereof to copy and use the Materials solely for its own internal business purposes.
1.3 Licensee shall not disclose, publish or display any Materials in any manner whatsoever anywhere to anyone, provided, however, that Licensee may otherwise reproduce and retransmit the Materials in the ordinary course of the Licensee's business so long as Licensee notifies Licensor prior to any such reproduction or retransmission, does not permit any third party to which the Materials is retransmitted to further resell or retransmit the Materials, and ceases or restricts the reproduction or retransmission of any Materials in the manner directed by, and upon receipt of notice from, the Licensor.
1.4 Licensee shall not change, modify or alter any Materials or any headers or links contained therein in any manner whatsoever.
1.5 Licensee shall take reasonable security measures to prevent unauthorized access, use or disclosure of the Materials. Such security measures shall be similar to those procedures designed and implemented to ensure the confidentiality of Licensee's own Materials, data and information. Upon learning of any unauthorized alteration, use or disclosure of the Materials, Licensee shall promptly notify Licensor of such actions.
1.6 If the Licensor requests that any portion of the Materials be deleted, corrected or made inaccessible for any reason, including, without limitation, because such Materials contain material errors, or is, or could be subject to a claim that is defamatory, obscene, invades the right of privacy, or infringes the copyright of any person or entity, then, with the cooperation of the Licensor, Licensee will delete or correct such portion of the Materials as rapidly and expediently as reasonably possible after receipt of Licensor's request.
1.7 The Licensee acknowledges that the Materials and the Licensor's trade-marks and logos, including, but not so as to limit the generality of the foregoing, RTO7's trade-mark BruceGreySimcoe Always in Season and logo, are the property of the Licensor, and that the Licensor retains all right, title and interest in and to the Materials and the Licensor's trade-marks and logos, including without limitation all intellectual property rights.
2.1 The Licensee shall not be required to pay Licensor any license fee, royalty or other charges for the delivery or use of the Materials.
3.1 This Agreement shall commence on the date agreed to by acceptance of the License Agreement and shall continue until terminated as set out in this Article, or if not terminated, upon the expiry of a ten (10) year term.
3.2 This Agreement shall terminate immediately upon written notice to the Licensee.
3.3 Upon the expiration or termination of this Agreement for any reason, Licensor shall have no further obligation to provide Materials to the Licensee and the Licensee shall promptly return or destroy all existing copies of Materials in its possession.
LIMITATION OF LIABILITY
4.1 Licensor disclaims all warranties and conditions, whether arising in law or under statute, including all warranties or conditions of merchantable quality, fitness for a particular purpose or those arising from a course of dealing or usage of trade. Without limiting the foregoing, Licensor makes no warranties or representations, express or implied, as to the Materials or accuracy of the Materials delivered to Licensee. Licensor shall not be responsible for any errors in the Materials, regardless of cause.
4.2 In no event will either party be liable to the other party or to any other person for any indirect, incidental, special, consequential, punitive or exemplary damages, including without limitation loss of revenues, profit or data, even if such party has been advised of the possibility or likelihood of such loss. Licensor shall have absolutely no liability to licensee for any damages whatsoever. Each party's liability to the other party or to any other person, resulting from the provision or failure to provide the Materials, the use of or inability to use the Materials or any error or omission in the Materials, shall be limited to direct provable damages.
4.3 The foregoing exclusions and limitations shall apply regardless of the nature of the loss or damages or the legal basis of any claim, whether made in contract, tort, strict liability or any other legal theory or cause of action. The foregoing exclusions and limitations shall survive the expiry or termination of this Agreement, regardless of cause, including breach of a fundamental term or condition or fundamental breach.
5.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, and shall be deemed to be entered into and fully performed in the Province of Ontario. The parties irrevocably consent to the jurisdiction of the courts of Ontario with respect to any legal action brought by either party under this Agreement.
5.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements, negotiations, representations, proposals, discussions and understandings, oral or written, relating to its subject matter. This Agreement may be modified only by written instrument signed by both of the parties.
5.3 All the terms and provisions of this Agreement shall enure to the benefit of and be binding upon the Licensee and the Licensor and their respective successors and permitted assigns.
5.4 If any part of this Agreement shall be declared illegal, void or unenforceable, the remaining provisions shall continue in full force and effect and the illegal, void or unenforceable part shall be severed.