[OSM-legal-talk] Is this license acceptable for a source?
fbriere at fbriere.net
Wed Apr 2 00:57:24 BST 2008
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. 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
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.
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.
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.
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
More information about the legal-talk