CIO Strategy Council (CIOSC) Standards License Agreement

CAREFULLY READ THIS LICENSE AGREEMENT BEFORE CONTINUING. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. WHEN YOU ORDER OR ACCESS CIOSC STANDARDS BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE ACCEPTING THIS AGREEMENT BY ACCESSING OR DOWNLOADING CIOSC STANDARDS, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU MUST CLICK THE “I DECLINE” BUTTON AND DO NOT ACCESS OR USE THE STANDARDS.

Please contact us at info@ciostrategycouncil.com for any queries.

1. DEFINITIONS
Capitalized terms in this Agreement shall have the following meanings:

1.1 “Agreement” means this License Agreement including the terms and conditions contained herein;

1.2 “Documentation” means user guides, online help, release notes, training materials or other documentation provided or made available by CIOSC regarding the use, integration or application of CIOSC Standards;

1.3 “Standard” means any draft or approved standard published by CIOSC and made available to You under this Agreement;

1.4 “We”, “Our” and “Us” means CIO Strategy Council (CIOSC); and

1.5 “You” or “Your” means the person or legal entity requesting access to Standards published by CIOSC under this Agreement.

Other capitalized terms shall have the meanings defined in this Agreement.

2. INTELLECTUAL PROPERTY

2.1 Copyright. We own the copyright of the Standard and any accompanying Documentation provided to You under this Agreement. You may not modify, reproduce, publicly display, distribute, transmit or otherwise use for any non-commercial or commercial purpose, the Standard or any accompanying Documentation, without Our express written consent, except as set out in this Agreement. The following copyright notice shall appear in all Standards and Documentation: “© CIO Strategy Council, YEAR. All rights reserved.” You agree that all physical and electronic manifestations of the Standard and Documentation displays Our copyright notice in a conspicuous manner. The Standard and Documentation are protected under Canadian copyright law and international treaty provisions.

2.2 Trademarks. Certain logos and trademarks (collectively “Marks”) owned by Us may be contained within the physical and electronic manifestations of the Standard and Documentation. You have no right to use or benefit from the Marks without Our prior written consent.

3. RIGHTS GRANTED & RESTRICTIONS

3.1 Non-commercial License. If You seek access to a Standard for non-commercial implementation, personal use or internal use within Your organization, We shall grant You a non-exclusive, non-transferable, royalty-free right to download or view the Standard and any accompanying Documentation in the electronic format provided for Your individual use. You may install the Standard/Documentation on and permit access to it by, a device owned, leased or otherwise controlled by You. In the event that device becomes dysfunctional, such that You are unable to access the Standard/Documentation, You may transfer the Standard/Documentation to another device, provided that the use of the Standard/Documentation on the replacement device otherwise complies with the terms of this Agreement. You will also be able to view and/or download the Standard/Documentation at any time through Our website. If files are stored on Your device connected to a network, the files must be locked so as not to be accessed by other users on the network. You may copy the electronic Standard/Documentation file for backup purposes.

3.2 Commercial License. If You seek access to a Standard for auditing implementation of the Standard, monetizing the Standard, or other commercial uses, upon payment of a fee as set out in section 4.1 of this Agreement, We shall grant You a non-exclusive, non-transferable, right to download or view the Standard and any accompanying Documentation in the electronic format provided for Your individual use on one (1) computer for a period of one year from the date of this agreement. You may install one (1) copy of the Standard/Documentation on and permit access to it by, a single device owned, leased or otherwise controlled by You. In the event that device becomes dysfunctional, such that You are unable to access the Standard/Documentation, You may transfer the Standard/Documentation to another device, provided that the Standard/Documentation is removed from the device from which it is transferred and the use of the Standard/Documentation on the replacement device otherwise complies with the terms of this Agreement. You will also be able to view and/or download the Standard/Documentation at any time through Our website. Concurrent use on two or more devices is prohibited by this license. If files are stored on Your device connected to a network, the files must be locked so as not to be accessed by other users on the network. You may copy the electronic Standard/Documentation file only for backup purposes. You are given the right to print one (1) unmodified physical copy of the Standard/Documentation.

3.3. Watermarking for Commercial Licence. CIO Strategy Council has implemented watermarking of documents to protect the intellectual property of Our Standards and Documentation. To prevent unauthorized distribution or replication, We have added a watermark to Our electronic documents. For commercial licences in accordance with Section 3.2 herein, the watermark will display text along the bottom of every page of a document as follows:

“Licensed to: Full Name/Organization. Single User License only.

This document is protected by copyright. Document ID #, downloaded on day month year, Commercial Licence expires on day month year.”

4. FEES & PAYMENT

4.1 Fee for Commercial License. For a commercial license under section 3.2 of this Agreement, You shall pay Us a one-time, non-refundable fee. For annual renewal of the commercial license, for a copy of a Standard You have already purchased, You shall pay Us an additional fee. All fees are in Canadian dollars.

5. UPDATES & REVISIONS

5.1 The version of the Standard and any accompanying Documentation is the only version that shall be provided to You under this Agreement. We have no other obligation to provide You future updates, or a more recent version of the Standard or Documentation. Obligations or expectations with regard to updates or enhancements to the Standard and remedies for errors, defects or deficiencies contained in the Standard will be limited to those expressly set forth in a separate agreement between Us and You. In the absence of such an agreement between Us and You, We will use reasonable efforts to provide ongoing support and remedies to identified errors and defects, on a time and material basis, at Our current commercial rates.

6. TERMINATION

6.1 A license provided under this Agreement may be terminated upon a breach of the terms set out in sections 2.1, 2.2, 3.1, 3.2 or 7.1. In the case of termination, You must delete and/or destroy any electronic or physical copies of the Standard and any accompanying Documentation provided to You under this Agreement.

7. SUCCESSORS AND ASSIGNS

7.1 You may not assign Your rights and obligations under this Agreement to any party at any time. This Agreement will enure to the benefit of and will be binding on Us and Our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, We will have the right to transfer and assign Our rights and obligations hereunder to any third party (the “Assignee”), upon written notice to You, provided that We cause the Assignee to agree in writing to all the terms and conditions contained in this Agreement.

8. LIMITATION OF LIABILITY AND DISPUTE RESOLUTION

81. Limitation of Liability. In no event will We be liable for any losses or damages incurred by You, whether direct, indirect, incidental, special, exemplary or consequential, including lost or anticipated profits, savings, interruption to business, loss of business opportunities, loss of business information, the cost of recovering such lost information, the cost of substitute intellectual property or any other pecuniary loss arising from the use of, or the inability to use, the Standards or Documentation regardless of whether You have advised Us or We have advised You of the possibility of such damages. Our aggregate liability in respect of any and all claims will be limited to one hundred ($100) dollars. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract (including fundamental breach or breach of a fundamental term). Neither You nor We may institute any action in any form arising out of this Agreement more than one (1) year after the cause of action has arisen. Some provinces do not allow the exclusion of limitation of incidental or consequential damages so the above exclusions may not apply.

8.2 Dispute Resolution. You acknowledge that We possess valuable confidential and proprietary information, including copyrighted material, trade secrets, and business practices. You further acknowledge and agree that it is preferable to resolve all disputes confidentially, individually and in an expeditious and inexpensive manner. Accordingly, You agree that any dispute will be resolved by private dispute resolution, rather than court action. Before commencing any arbitration in the manner set out in Section 8.3 below, both Parties shall first attempt to resolve any dispute or differences by way of good faith negotiation. The good faith negotiation shall commence by each of Us and You communicating our respective positions regarding the complaint, claim, dispute or controversy to the other, and how the both of us should resolve the dispute. Both Parties shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither Party shall commence any arbitral proceedings unless and until the good faith negotiation fails.

8.3 Arbitration. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) against Us, Our agents, employees, officers, directors, successors, assigns or affiliates (collectively, for purposes of this paragraph, “CIO Strategy Council”) arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), CIO Strategy Council’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be limited solely to the dispute or controversy between You and CIO Strategy Council. Any award of the arbitrator(s) shall be final and binding on You and CIO Strategy Council, and may be entered as a judgment in any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Consents. Any consent required under this Agreement shall not be unreasonably withheld.

9.2 Section Headings. The section and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing the Terms and Conditions contained herein.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both Parties hereto.

9.4 Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, We will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.

9.5 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.

9.6 Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.

9.7 Severability.The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

9.8 Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (“fax”), with confirmed answer back, or electronic mail (email), with confirmation of receipt, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. Our mailing address is: 1000 Innovation Drive, Suite 500, Ottawa, ON K2K 3E7, Canada.

Email correspondence may be sent to: info@ciostrategycouncil.com. A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9.9 Jurisdiction. Subject to the dispute resolution provisions set out in sections 6.2 and 6.3 of this Agreement, the Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising hereunder.

9.10 Governing Law. This Agreement and any sales thereunder shall be deemed to have been made in the Province of Ontario, and shall be construed and interpreted according to the laws of the Province of Ontario and the applicable laws of Canada.

9.11 Revisions to this Agreement. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to You of any such changes.

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