GRANT OF LICENSE TO USE INFORMATION
THIS AGREEMENT made effective as of the _____ day of ______________, _______.
OF THE FIRST PART
- and -
OF THE SECOND PART
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements
contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the parties hereby agree as follows:
1. Grant of License and Restrictions on Use
1.1 Subject to the terms and conditions hereinafter set forth, Licensor grants to Licensee a
non-exclusive, non-transferable license (the “License”) for the term of this Agreement and any renewals
or extensions hereof, to use and authorize use by individual end users of the digital information
identified in Schedule “___” hereto (the “Information”) by means of Licensee’s service of distribution of
digital information in or through software products and/or over the Internet (the “Licensee’s Service”).
The rights granted by the License are limited to:
(a) displaying and distributing, through Licensee’s Service, machine-readable copies of the
Information to allow individual end users to display and retrieve portions of the Information on
their personal computers;
(b) reproducing the Information for the sole purpose of such display and distribution;
(c) authorizing individual end users to receive, store, retrieve and copy the Information solely for
their own personal use.
1.2(a) Licensee may use or authorize use by others of the Information solely through access of
Licensee’s “[domain name]” web site.
(b) Use of the Information in any other manner or through any other means of distribution,
including without limitation:
(i) distribution in any manner or form for which end users pay a fee for access to the
(ii) use of the Information in connection with the sale of any products or services to end
(iii) distribution via other Internet services or through a third party service,
shall require the prior written consent of Licensor.
(c) Except as expressly permitted by this Agreement, Licensee shall not resell, distribute or
retransmit any Information to any other person by any means whatsoever without the prior
written consent of Licensor.
(d) Licensee may not alter any of the data included in the Information, except to correct errors in the
data of which Licensor has been advised prior to such alteration. Licensee shall promptly advise
Licensor of any errors in the Information of which it becomes aware.
1.3 Licensee shall display on its web site home page(s) a hyperlink connected to Licensor’s web site.
Such hyperlink will consist of Licensor’s name, logo, or a combination of the two as supplied by Licensor
from time to time. Licensor grants to Licensee the right and license to use and display its name and logo
solely for the purpose of establishing such hyperlink and for no other purpose whatsoever. Licensee
agrees that Licensor will be identified as the owner of the linked site, that the name and logo will be
displayed in a manner consistent with other current uses of the name and logo, and that they will not be
used or displayed in any disparaging or derogatory manner.
2. Delivery of Information
2.1 Licensor shall deliver the Information to Licensee in the manner, format(s) and on the dates
specified in Schedule “___”. Licensor may change the method, format(s) or dates of delivery of the
Information upon ______ days’ written notice to Licensee.
2.2 If delivery of the Information is delayed for any reason, Licensor will use all reasonable efforts to
remedy the delay as quickly as possible. However, Licensor shall not be liable to Licensee or to any of its
customers or subscribers for any delay or failure to deliver the Information, regardless of the cause of
such delay or failure.
3. Obligations of Licensee
3.1 Licensee shall be responsible for receiving, storing, managing and distributing the Information
through the Licensee’s Service. Licensee may not combine the Information with information owned or
provided by anyone else in such a way that the ownership of the Information is not clearly identified.
Licensee shall use commercially reasonable efforts to market the Information to its customers.
3.2 Licensee shall be responsible for supplying all computer equipment, software and
communications facilities required to receive the Information delivered in accordance with Schedule
“___”. Licensee shall also be responsible for installation, support and maintenance of the Licensee’s
Service, including hardware and software required for end users to receive the Information.
3.3 In using and authorizing individual end users to use the Information, Licensee shall cause each
screen display and each copy transferred to an end user to bear Licensor’s proprietary and copyright
notice as set out in Schedule “___”.
3.4 Licensee shall promptly notify Licensor if it becomes aware of any unauthorized use of the
Information and shall assist Licensor in taking such steps as Licensor considers necessary to prevent
further unauthorized use.
3.5 End users who access the Information through the Licensee’s Service shall be permitted to copy
portions of the Information for their own personal use only, provided that they do not modify the
Information and provided that Licensor is identified as the source of the Information on all copies and all
copies contain Licensor’s copyright notice. Licensee shall not authorize or permit any recipient of the
Information to reproduce or retransmit the Information in any other manner or for any other purpose.
3.6 At least _______ during each month of the term of this Agreement, Licensee shall provide to
Licensor a usage report showing the number of times the Information has been accessed during that
month and such other usage information as the parties may agree.
4. Fees, Charges and Payment
4.1 Licensee shall pay Licensor the license fees for the rights granted under this Agreement, as set
out in Schedule “___”.
4.2 In addition to such license fees, Licensee shall pay all applicable federal and state/provincial
sales, use or value added taxes or other government fees or levies payable hereunder, other than taxes
based on Licensor’s net income. If required by Licensee, Licensor will provide Licensee with a monthly
invoice showing all taxes required to be collected and remitted by Licensor. If Licensee is exempt from
the payment of any such tax or levy, it shall provide Licensor with all documents and information
required to apply such exemption.
4.3 If Licensee falls to pay any fees when due, in addition to all other rights and remedies available to
Licensor, Licensor shall have the right to:
(a) suspend delivery of the Information to Licensee; and
(b) charge as a late payment charge interest on all outstanding amounts at a rate of _______% per
annum, calculated monthly, until all outstanding amounts are paid in full.
5. Term and Termination
5.1 The term of this Agreement shall commence on the Effective Date and shall continue for an initial
period of _________ [months/years]. Thereafter it shall be automatically renewed for successive
________________ periods, unless either party gives the other party ____ days’ notice of termination prior
to the expiry of the then-current term of the Agreement.
5.2 Either party may terminate this Agreement forthwith upon written notice to the other party if the
(a) is in default of any obligation under this Agreement and fails to remedy such default within
______ days of notice thereof; or
(b) makes a voluntary or involuntary assignment for the benefit of its creditors, enters into any
composition or arrangement with its creditors, has a receiver or liquidator appointed with respect
to its business or assets, commences or is the subject of any proceedings under any bankruptcy,
insolvency or other law for the protection of creditors or relief debtors, or ceases to carry on
business in the ordinary course.
5.3 Upon termination of this Agreement for any reason, Licensee shall immediately discontinue use
of the Information, remove all copies of the Information from all computer equipment then in its
possession or control and pay all outstanding amounts owing as at the date of termination, whether
invoiced or not, including all late payment charges. Licensee shall also immediately cease all use of
Licensor’s trade mark, name, logo and any other service marks belonging to Licensor.
6. Confidentiality and Ownership of Intellectual Property
6.1 Licensee shall hold in confidence and shall not, without the prior written consent of Licensor, use
or disclose to any person or entity, except in accordance with the terms of this Agreement, all documents,
data and information, whether in electronic or printed form, relating to Licensor’s business, including
without limitation the Information and the terms of this Agreement. Licensee shall use reasonable care,
consistent with the measures taken to safeguard its own confidential and proprietary information, to
ensure that its directors, officers, employees, agents, representatives and customers are required to keep
all such information confidential.
6.2 Licensor shall hold in confidence and shall not, without the prior written consent of Licensee, use
or disclose to any person or entity, except in accordance with