[OSM-legal-talk] Is this license acceptable for a source?

[Frédéric Brière]

Hello everyone,

I've contacted my city (Sherbrooke/QC/CAN) about using their map as a
source, and was given the following license.  (Sorry about the
formatting -- pdftohtml and sed only go so far.)

I was worried at first about the "one year at a time" clause, but the
license only appears to grant termination rights to the licensee, and
not to the city.  (Although my contact seemed to imply otherwise; I will
inquire about this.)

Does this look kosher?  In particular, would the "all right reserved"
mention cause any problems?



CITY OF SHERBROOKE LICENCE AGREEMENT FOR UNRESTRICTED USE OF DIGITAL DATA  
This is a legal agreement between you ("Licensee") and the city of Sherbrooke ("The City"), as represented by the mayor. BY ACCESSING, DOWNLOADING, PRINTING OR  USING  THE  DATA,  INFORMATION  AND  MATERIALS  BEING  PROVIDED WITH,  OR  ACCESSIBLE  PURSUANT  TO  THIS  AGREEMENT,  YOU  ARE AGREEING TO BE  BOUND  BY  THE  TERMS  OF  THIS AGREEMENT.  IF  YOU  DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISPOSE OF ANY SUCH DATA, INFORMATION, MATERIALS AND ANY DERIVED PRODUCTS.  
I.  WHEREAS the city is the owner of the data (the "Data") accessible pursuant to 
the terms and conditions of this Agreement;  
II.  AND  WHEREAS  the  Licensee  wishes  to  obtain  certain  rights  to  the  Data,  on 
terms and conditions herein contained;  
III.  AND WHEREAS The City represents that it has full authority to grant the rights 
desired by the Licensee on the terms and conditions herein contained;  
IV.  AND  WHEREAS  the  parties  hereto  are  desirous  of  entering  into  a  licence 
agreement on the basis herein set forth.  
NOW, THEREFORE, in consideration of the covenants contained in this Agreement, the parties agree as follows:  
1.0 DEFINITIONS  
1.  The  City's  Data  means  any  and  all  Data,  the  Intellectual  Property  Rights  of 
which vest with The City.  
2.  Data means any digital data, meta-data, or documentation subject to the terms 
and conditions of this Agreement.  
3.  Derivative  Products  means  any  product,  system,  sub-system,  device, 
component,  material  or  software  that  incorporates  or  uses  any  part  of  the Data.  
4.  Intellectual Property Rights means any intellectual property right recognised by 
law, including any intellectual property right protected through legislation, such as that governing, but not limited to, copyright and patents.  

2.0 LICENCE GRANT  
1.  Subject  to  this  Agreement,  The  City  hereby  grants  to  the  Licensee  a  non-
exclusive,  fully  paid,  royalty-free  right  and  licence  to  exercise  all  Intellectual Property  Rights  in  the  Data.  This  includes  the  right  to  use,  incorporate, sublicense  (with  further  right  of  sublicensing),  modify,  improve,  further develop,  and  distribute  the  Data;  and  to  manufacture  and  /  or  distribute Derivative Products.  
2.  The  Intellectual  Property  Rights  arising  from  any  modification,  improvement, 
development or translation of the Data, or from the manufacture of Derivative Products, effected by or for the Licensee, shall vest in the Licensee or in such person as the Licensee shall decide.  
3.0 PROTECTION AND ACKNOWLEDGEMENT OF SOURCE  
1.  Use of the Data shall not be construed as an endorsement by The City of any 
Derivative Products.   
2.  The  Licensee  shall  identify  the  source  of  the  Data,  in  the  following  manner, 
where  any  of  the  Data  are  redistributed,  or  contained  within  Derivative Products:  
"©  Ville  de  Sherbrooke  /  City  of  Sherbrooke.  Tous  droits  réservés  /  All  rights reserved."  
4.0 WARRANTY, LIABILITY, INDEMNITY  
1.  The City makes no representation or warranty of any kind with respect to the 
accuracy, usefulness, novelty, validity, scope, completeness or currency of the Data  and  expressly  disclaims  any  implied  warranty  of  merchantability  or fitness  for  a  particular  purpose  of  the  Data.  The  City  does  not  ensure  or warrant  compatibility  with  past,  current  or  future  versions  of  any  browser  to access the site's Data.  
2.  The Licensee shall have no recourse against The City, whether by way of any 
suit  or  action,  for  any  loss,  liability,  damage  or  cost  that  the  Licensee  may suffer  or  incur at any  time,  by  reason  of  the  Licensee's  possession  or  use  of the Data.  
3.  The Licensee shall indemnify The City and its officers, employees, agents and 
contractors from all claims alleging loss, costs, expenses, damages or injuries (including injuries  resulting  in death) arising out of the Licensee's possession or use of the Data.  
4.  The Licensee shall license all persons or parties who obtain Data or Derivative 
Products from the Licensee the right to use the Data or Derivative Products by way  of  a  license  agreement,  and  that  agreement  shall  impose  upon  these persons  or  parties  the  same  terms  and  conditions  as  those  contained  in section 4.0 of this Agreement. 

 
5.  The  Licensee's  liability  to  indemnify  The  City  under  this  Agreement  shall  not 
affect or prejudice The City from exercising any other rights under law.  
5.0 TERM  
1.  This  Agreement  is  effective  as  of  the  date  and  time  of  acceptance  (Eastern 
Time)  and  shall  remain  in  effect  for  a  period  of  one  (1)  year,  subject  to subsection 5.2 and section 6.0 below.  
2.  At the end of the first term, this Agreement shall automatically be extended for 
successive one (1) year terms, subject to section 6.0 below.  
6.0 TERMINATION  
1.  Notwithstanding section 5.0, this Agreement shall terminate:  
a.  automatically  and  without  notice,  if  the  Licensee  commits  or  permits  a 
breach of any of its covenants or obligations under this Agreement;  
b.  upon written notice of termination by the Licensee at any time, and such 
termination shall take effect thirty (30) days after the receipt by The City of such notice;  
c.  or upon mutual agreement of the parties.   
2.  Upon  the  termination  for  whatever  reason  of  this  Agreement,  the  Licensee's 
obligations  under  section  4.0  shall  survive;  and  the  Licensee's  rights  under section 2.0 shall immediately cease.  
3.  Upon  the  termination  for  whatever  reason  of  this  Agreement,  the  Licensee 
shall delete or destroy all Data acquired under this Agreement immediately or within a reasonable timeframe where the Data is required to complete orders of Derivative Products made before the termination date of this Agreement.  
7.0 GENERAL  
1.  Applicable Law 
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of Québec and Canada as applicable. The parties hereto attorn to the jurisdiction of the Superior Court of the Province of Québec in the district of Saint-François.  
2.  Entire Agreement 
This  Agreement  constitutes  the  entire  agreement  between  the  parties  with respect to its subject matter. This Agreement may only be amended in writing, signed  by  both  parties,  which  expressly  states  the  intention  to  amend  this Agreement.  
3.  Dispute Resolution 
If  a  dispute  arises  concerning  this  Agreement,  the  parties  shall  attempt  to resolve the matter by negotiation. 


-- 
I once witnessed a long-winded, month-long flamewar over the use of
mice vs. trackballs... It was very silly.
		-- Matt Welsh