Canadian Tourism Commission
IMPORTANT NOTICE – PLEASE READ BEFORE ACKNOWLEDGING RECEIPT OF CTC MATERIALS
This Important Notice and the terms and conditions below (together, this "Agreement") govern use of images, videos and other materials ("CTC Materials") made available by the Canadian Tourism Commission ("CTC") by whatever means, whether through its website, including any FTP site, or by delivery of the CTC Materials to you. This Agreement also limits and excludes warranties and remedies with respect to CTC and the CTC Materials, exempts CTC and other persons from liability or limit their liability, and contains other important provisions you should read before you acknowledge receipt of the CTC Materials.
You may not use CTC's images, videos and other materials unless you agree to be bound by this Agreement.
If you are using any CTC Materials on behalf of your employer or any other person, corporation or entity that you represent (your "Represented Party"), your agreement to be bound by this Agreement is binding on both you and your Represented Party, and you represent and warrant to CTC that you have the power and authority to bind your Represented Party to this Agreement. If you do not have the power and authority to bind your Represented Party, you must have someone with the requisite power and authority agree to be bound by the Agreement by completing, signing and returning the Acknowledgement before you can use any CTC Materials.
The Canadian Tourism Commission's Brand Canada Library is hosted at a secure data centre in the United States of America (as of 2014, Portland, Oregon). While we have taken efforts to limit the amount of personal data we collect from registered users; your name, company name, and email address are necessary pieces of information we need in order to manage the site. By creating an account you are agreeing to have your data stored by our digital asset management service provider. At any time, you may contact the Brand Canada Library administrator at firstname.lastname@example.org to request that your personal information be deleted from the data centre. The CTC agrees to have your account deleted and all personal information removed within 10 business days.
LICENSE TERMS AND CONDITIONS
- CTC Materials. You agree that, as between CTC and you, CTC is the exclusive owner of the CTC Materials, including all copyright in the CTC Materials. You will not use any CTC Materials except as expressly permitted by this Agreement.
- No Commercial Use. You may not use CTC Materials for commercial purposes, unless you have obtained a separate approval from CTC. A use for commercial purposes is any use of CTC Materials that is intended to generate revenue resulting specifically from use of the CTC Materials. For example, use of CTC video in a television news, lifestyle or travel program as part of a report, story or feature on tourism in Canada is not use for a commercial purpose, even though advertising revenue is generated from the sale of advertising time during the program. However, use of CTC video to produce a DVD or videotape that is sold or rented for home viewing is use for a commercial purpose. In the event of any dispute about whether a particular use of any CTC Materials is for a commercial purpose, the decision of CTC will be final and binding on you, and you will not use any CTC Materials in any manner that CTC determines to be use for a commercial purpose.
- Personal License. The license granted to you under this Agreement is solely for your benefit and the benefit of your Represented Party, and you may not transfer, assign or sublicense this Agreement, the license or any CTC Materials to any other person without the prior written authorization of the CTC. You may engage others to assist you in exercising your rights under the license granted to you under this Agreement, but you are responsible to ensure that they comply with the terms of this Agreement, and you are responsible and liable to CTC if they fail to do so.
- Included Rights. Your right to use the CTC Materials includes the right to reproduce (tangibly or electronically), print, publish, distribute and communicate to the public by telecommunication and broadcast for the permitted purposes set out in this Agreement. You may modify the CTC Materials by cropping, editing and other similar means that do not change the essential nature of the CTC Materials, and provided that any modified version of the CTC Materials is used only for the purposes permitted under this Agreement and does not negatively reflect on CTC or the subject matter of the CTC Materials. Your material that contains modified versions of the CTC Materials will remain your property, provided however, that CTC Materials, whether modified or not, remain the property of CTC, and will be subject to all terms and conditions of this Agreement.
- Your Obligations. You are responsible to ensure that your use of any CTC Materials complies with all laws applicable in jurisdictions in which you will use those CTC Materials and does not infringe or violate the intellectual property, privacy or other rights of any person. You will not use any CTC Materials in any way that is deceptive, misleading, defamatory or discriminatory or that may discredit or reflect negatively on CTC, the government of Canada or any of its Provinces or Territories, or any other person, or their respective directors, officers, employees, representatives and agents.
- Termination. If you use any CTC Materials other than as permitted by this Agreement, or if you commit any other default under this Agreement, CTC may terminate your license to use all CTC Materials effective immediately upon notice to you. Upon termination of your license to use any CTC Materials, you will cease all use of all CTC Materials, remove all CTC Materials from all of your systems, storage devices, and return to CTC or destroy all CTC Materials in your possession. If requested by CTC, you will provide written certification of your compliance with this section.
- Limitations and Exclusions.
- CTC makes the CTC Materials available free of charge and therefore makes no representations, warranties, covenants or conditions with respect to the CTC Materials, all of which are disclaimed to the fullest extent permitted by law.
- You assume all risk and liability relating to your use of the CTC Materials, including risk and liability that may result from, or be caused by, your combination of the CTC Material into your material or any modifications to the CTC Materials.
- You will have no liability to the CTC: (i) if CTC has been negligent or grossly negligent or has acted in breach (including fundamental breach) of this Agreement; or (ii) the CTC Material infringe the intellectual property rights of any person.
- If the CTC determines, in its sole discretion, that the CTC Material infringes the intellectual property rights of any person then CTC will require you to discontinue use of the CTC Material and will replace the CTC Material with material that is similar in nature.
- If any person makes any claim against CTC arising out of your use of any CTC Materials, your breach of this Agreement or any act or omission of you or anyone for whom you are in law responsible, you will defend CTC against that claim and indemnify CTC against all liabilities, obligations and costs arising out of or relating to that claim.
- You agree that if, notwithstanding the foregoing provisions, CTC ever has any liability or obligation to you in respect of any matter referred to in this section, CTC's maximum liability is limited to CAN$10.00.
- In this section all references to CTC include CTC and its affiliates and their respective directors, officers, employees, representatives, agents and any other person for whom CTC or any of its affiliates may be responsible in law.
- You agree that this section contains a fair and reasonable allocation of liability and risk as between you and CTC.
- Enurement and Assignment. The provisions of this Agreement will enure to the benefit of and be binding upon CTC and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives, and all persons you represent and their respective successors, assigns and related persons. CTC may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent. You may not, by operation of law or otherwise, assign, transfer, delegate, sub-license or grant all or any part of this Agreement or your entitlements, rights, duties or obligations under this Agreement to any other person.
- No Waiver. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
- Remedies. Except as specifically provided herein, the specific rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights or remedies to which either party may be lawfully entitled under this Agreement or at law or equity, and the parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively.
- Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
- Governing Law. This Agreement and all related matters will be governed by, and construed in accordance with, the laws of British Columbia, Canada and the laws of Canada applicable in British Columbia (excluding the United Nations Convention on Contracts for the International Sale of Goods and any rules of private international law or the conflict of laws which would lead to the application of any other laws), which law is the proper law of this Agreement.
- Dispute Resolution. All disputes between the parties arising from, connected with, or relating to the CTC Materials or this Agreement (the "Disputes") will be determined by the courts of British Columbia, Canada sitting in the City of Vancouver, British Columbia, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
- Complete Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.
- Interpretation. In this Agreement: (a) a reference to "this Agreement" and other similar terms refers to this Agreement as a whole, and not just to the particular provision in which those words appear; (b) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; (d) words importing the singular number include the plural and vice versa; and (e) words importing any gender include all genders.
- Language. The parties have expressly requested and required that this Agreement be drawn up in the English language. Les parties conviennent et exigent expressement que le présent contrat soit rédigé en anglais.