[Talk-ca] Stats Canada to English Translator needed

[Sam Vekemans]

Hi,
Here's the copy of whats in the pdf on page  29

It looks like its 'Unrestricted Use',   and it looks like it's fine.

Cant anyone read the below and get the same conclusion?

.... but like said in the last message, we can trace from CanTopo and
CanMatrix and the province of Ontario, so to get the same stuff.

Cheers,
Sam

***

Unrestricted use licence agreement for Statistics Canada's
2010 Census Subdivision Boundary File

This is a legal agreement between you, hereinafter referred to as the
“Licensee,” and Her Majesty the
Queen in Right of Canada (Canada) as represented by the Minister of
Industry (Statistics Canada),
hereinafter referred to as the “Licensor.” 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 Licensor is the owner or licensee of intellectual
property rights in and to digital
data contained in the database known as the 2010 Census Subdivision
Boundary File;
II AND WHEREAS the Licensee wishes to obtain certain rights to the
Data, in accordance with
the terms and conditions herein contained;
III AND WHEREAS the Licensor wishes to grant to the Licensee certain
rights to the Data, in
accordance with the terms and conditions herein contained;
IV AND WHEREAS the Licensor represents that it has full authority to
grant the rights desired
by the Licensee on the terms and conditions herein contained;
V 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
1.1 “Agreement” means this Unrestricted Use Licence Agreement and all
schedules annexed to
this agreement, as the same may be amended from time to time in
accordance with the
provisions hereof.
1.2 “Data” means any original and fixed digital data (i.e., that is
transmitted electronically),
metadata, software or documentation licensed pursuant to the terms and
conditions of this
Agreement.
1.3 “Derived Products” means any product or service created from, or
made functional through,
the use of all or part of the Data.
1.4 “Intellectual Property Rights” means any and all intellectual
property rights recognized by the
law, including any intellectual property right protected through legislation.
1.5 “Licensor’s Data” means that Data, the Intellectual Property
Rights of which vest with the
Licensor
1.6 “Licensor’s Licensed Rights” means those rights conferred upon the
Licensor by third parties
over the use of Data which is not the Licensor’s Data.
1.7 “Modifications” means any modification, enhancement, translation,
update or upgrade of all or
any part of the Data, in any medium.
2.0 Intellectual property rights
2.1 All title and Intellectual Property Rights in and to the
Licensor’s Data shall at all times remain
the property of the Licensor. All title and Intellectual Property
Rights in and to theData that is
not the Licensor’s Data are the property of the respective content
owners and may be
protected by copyright, other intellectual property laws, common law
or international treaties.
3.0 Licence grant
3.1 Subject to this Agreement, the Licensor hereby grants to the
Licensee a non-exclusive,
world-wide, non-assignable, royalty-free right and licence to exercise
such of the Licensor’s
Licensed Rights and such of the Licensor’s Intellectual Property
Rights in the Data as is
necessary to use, reproduce, extract, modify, translate, further
develop, distribute the Data,
manufacture or cause to be manufactured and sell or license or cause
to be sold or licensed
Derived Products, and to sub-licence any or all of such rights, PROVIDED:
(i) all reproductions of the Data shall carry the notices and metadata
information set out
in section 4 hereof and the provisions contained in sections 5, to be
amended in such
circumstances by replacing the term “Licensor” as found in the aforementioned
provisions with the Licensor’s applied title or any such designation
as the Licensor
may indicate; and
(ii) all distribution of the Data or licensing by the Licensee of
Derived Products containing
the Data, and any sub-licence by the Licensee of its rights hereunder, shall be
evidenced in writing, shall be on the same terms and conditions as
contained herein
and shall specifically include the provisions contained in sections 4,
5 and 6.2 hereof,
to be amended in the circumstances by replacing in such agreements the term
“Licensor” as found in the aforementioned provisions with the
Licensor’s applied title
or any such designation as the Licensor may indicate.
3.2 The Intellectual Property Rights arising from any Modifications or
from the manufacture of
Derived Products, effected by or for the Licensee, shall vest in the
Licensee or in such person
as the Licensee shall decide.
4.0 Acknowledgement of source and incorporation of metadata
4.1 The Licensee shall include the following notice where any of the
Data is contained within
Derived Products,
Source: Geography Division, Statistics Canada, 2010 Census Subdivision Boundary
File, 92-162-XWE, 92-162-XWF
The incorporation of data sourced from Statistics Canada within this
product shall not
be construed as constituting an endorsement by Statistics Canada of such product
or any other notice deemed appropriate by the Licensor.
4.2 The Licensee shall reproduce, include and maintain the following
notice on all reproductions
of the Licensor’s Data produced pursuant to Section 3 above:
Reproduced with the permission of Statistics Canada
4.3 The Licensee shall incorporate in all reproduction and downstream
distribution of the Data all
metadata included by the Licensor in the provision of the Data.
Census Subdivision Boundary File, Reference Guide, 2010
Statistics Canada 31 Catalogue no. 92-162-G
5.0 Representations, warranties, indemnities
5.1 The Licensor makes no representation or warranty of any kind with
respect to the accuracy,
usefulness, novelty, validity, scope, completeness or currency of the
Data, at any time and
from time to time, and expressly disclaims any implied warranty of
merchantability or fitness
for a particular purpose of the Data. The Licensor does not ensure or
warrant compatibility
with past, current or future versions of computer software to access the Data.
5.2 The Licensee acknowledges having received notice of the disclaimer
set out above and
accepts the Data on an “as is” basis, without representations or
warranties of any kind. No
oral or written information or advice given by the Licensor, at any
time or from time to time,
shall create or evidence, or be deemed to create or evidence, a
contractual representation,
warranty or guarantee of any kind.
5.3 The Licensee shall have no recourse against the Licensor, its
officers, directors, employees,
authorized agents and contractors, whether by way of any suit or
action or other, 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 or arising out of the
exercise by the Licensee of its
rights hereunder.
5.4 The Licensee shall indemnify the Licensor, its officers,
directors, employees, authorized
agents and contractors from all claims whatsoever alleging loss,
costs, expenses, damages
or injuries (including injuries resulting in death) arising out of the
Licensee’s possession or
use of the Data or the exercise by the Licensee of its rights hereunder.
5.5 The Licensee’s obligation to indemnify the Licensor, its officers,
directors, employees,
authorized agents and contractors, under this Agreement shall not
affect or prejudice the
Licensor from exercising any other rights under law.
5.6 The provisions of this Article shall survive termination of this Agreement.
6.0 Termination
6.1 This Agreement may be terminated
(i) automatically and without notice, if the Licensee commits or
permits a breach of any
of its covenants or obligations under this Agreement;
(ii) 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 Licensor
of such notice; or
(iii) upon mutual agreement of the parties.
6.2 Upon termination of this Agreement, for whatever reason, the
Licensee’s rights under section
3 shall immediately cease; and all obligations of the Parties which
expressly or by their nature
survive termination shall continue in full force and effect subsequent
to and notwithstanding
such termination, until they are fully satisfied or by their nature
expire. For greater clarity, but
without restricting the generality of the foregoing, the following
provisions survive termination
of this Agreement:
- section 5 (representations, warranties, indemnities)
6.3 Notwithstanding subsections 6.1 and 6.2 above, the Licensee may
continue to use the Data
for the purpose of completing orders of Derived Products made before
the termination date of
this Agreement
6.4 Notwithstanding the termination of this Agreement, all agreements
entered into by the
Licensee in the exercise of its rights under section 3 thereof prior
to such termination and all
obligations imposed therein shall continue in full force and effect
subject to their terms.
Census Subdivision Boundary File, Reference Guide, 2010
Statistics Canada 32 Catalogue no. 92-162-G
7.0 Generalities
7.1 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 Ontario and Canada, as applicable.
7.2 Entirety of Agreement
This Agreement hereto constitute 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.
7.3 Alternate Dispute Resolution
If a dispute arises concerning this Agreement, or if a proposed
modification of any term of this
Agreement cannot be agreed between the parties, the parties shall
attempt to resolve the
matter first by negotiation.
If the parties have not succeeded in negotiating a resolution, then
they shall jointly submit the
dispute to a mutually accepted mediator. If the parties cannot agree
on an acceptable
mediator, then either party may submit the dispute to binding arbitration.
The arbitral tribunal shall be governed by the UN Commercial
Arbitration Code (the “Code”),
referred to in the Commercial Arbitration Act, R.S.C 1985, c. C-4.6,
and judgment upon the
award rendered by the arbitral tribunal may be entered in any court
having jurisdiction over
the matter.
The arbitral tribunal shall consist of one arbitrator chosen by the
parties. Subject to the Code,
the parties agree that the award and determination of the arbitral
tribunal shall be final and
binding on both parties, shall be without right of appeal and shall be
the exclusive remedy
between the parties regarding any claims, counterclaims, issues or
disputes presented to the
arbitral tribunal.
Costs
The Parties shall bear the costs of the mediation equally, except that
each party shall bear its
own personal costs of the mediation.
The costs of the arbitral tribunal’s fees and expenses shall be shared
equally by the parties.
The parties shall bear their own personal costs except that the losing
party shall pay all costs,
fees, levies and taxes arising from and necessitated by the
enforcement of the arbitral
tribunal’s award, including, without limitation, registration,
enforcement charges or other
judicial levies or costs.
7.4 No Joint Venture
The Parties expressly disclaim any intention to create a partnership,
joint venture or joint
enterprise. The Parties acknowledge and agree that nothing contained
in this Agreement nor
any acts of any party shall constitute or be deemed to constitute the
parties as partners, joint
ventures or principal and agent in any way or for any purpose. No
Party has the authority to
act for, or to assume any obligation or responsibility on behalf of
the other Party. The
relationship between the Parties is intended to be, and shall at all
times be construed as that
of licensor and licensee.
7.5 No Waiver
No condoning, excusing or overlooking by the Licensor of any default
by the Licensee, at any
time or times, in performing or observing any of the Licensee’s
obligations hereunder, will
operate as a waiver, renunciation, surrender of or otherwise affect
the rights of the Licensor
in respect of any continuing or subsequent default. No waiver of these
rights will be inferred
from anything done or omitted by the Licensor, except by an express
waiver in writing.
Census Subdivision Boundary File, Reference Guide, 2010
Statistics Canada 33 Catalogue no. 92-162-G
7.6 Order of Precedence
If there is a conflict or ambiguity between this Agreement proper and
any schedules thereto,
the interpretation consistent with this Agreement proper (taking into
consideration the
statements in the recitals and headings) shall prevail and apply,
notwithstanding any wording
to the contrary in the applicable schedule.
7.7 Notices
The Licensor assumes no obligation or liability whatsoever for the
provision of updates to the
Data or the provision of notices in relation thereto to the Licensee.
Any use whatsoever of this data product shall constitute your
acceptance of the terms of this
agreement.
For further information please contact:
Licensing Services
Client Services Division, Statistics Canada
9th Floor, R.H. Coats Building
100 Tunney’s Pasture Driveway
Ottawa, Ontario K1A 0T6
Canada
E-mail: licensing at statcan.gc.ca
Telephone: 613-951-1122
Fax: 613-951-1134
© Statistics Canada, 2010




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