License & Terms of Use Agreement for Partner Materials

IMPORTANT NOTICE – PLEASE READ BEFORE UPLOADING PARTNER MATERIALS

This Important Notice and the terms and conditions below (together, this "Agreement") governs the images, videos, logos, tag-line, registered and unregistered trademarks, and other materials ("Partner Materials") uploaded by you to the Canadian Tourism Commission ("CTC") Partner Platform at <<URL>>. This Agreement also limits and excludes warranties and remedies with respect to CTC and exempts CTC and other persons from liability or limits their liability, and contains other important provisions you should read before you upload the Partner Materials.

You may not upload the Partner Materials unless you agree to be bound by this Agreement.

License Terms and Conditions

1. Partner Materials. You agree and acknowledge that you are the exclusive owner, or have the rights to use, the Partner Materials, including all copyright in the Partner Materials.
2. License to CTC. You hereby grant a worldwide, non-exclusive, royalty-free license to CTC to display the Partner Materials on the Partner Platform. CTC has the right to reproduce (tangibly or electronically), print, publish, distribute and communicate to the public by telecommunication and broadcast the Partner Materials on the Partner Platform as set out in this Agreement. CTC may modify the Partner Materials by cropping, editing and other similar means that do not change the essential nature of the Partner Materials, and provided that any modified version of the Partner Materials is used only for the purposes permitted under this Agreement and does not negatively reflect on you or the subject matter of the Partner Materials. At all times the Partner Material, whether modified by CTC or not will remain your property.
3. Your Obligations. You are responsible to ensure that yours, and CTC’s, use of any Partner Materials complies with all laws applicable in jurisdictions in which the Partner Materials will be used and does not infringe or violate the intellectual property, privacy or other rights of any person. You will not upload any Partner Materials in any way that is deceptive, misleading, defamatory or discriminatory or that may discredit or reflect negatively on CTC, the government of Canada or any of its Provinces or Territories, or any other person, or their respective directors, officers, employees, representatives and agents.
4. Termination. If you breach or otherwise fail to fully comply with the terms and conditions of this Agreement, CTC may terminate your participation on the Partner Platform and remove all of your Partner Materials effective immediately upon notice to you.
5. Limitations and Exclusions.
   1. You assume all risk and liability relating to the Partner Materials.
   2. CTC will have no liability to you unless CTC has been negligent or grossly negligent or has acted in breach (including fundamental breach) of this Agreement.
   3. If the CTC determines, in its sole discretion, that the Partner Material infringes the intellectual property rights of any person then CTC will notify you, remove all infringing Partner Materials from the Partner Platform, and require you to indemnify CTC for any actual losses suffered by CTC.
   4. If any person makes any claim against CTC arising out of the Partner Materials, your breach of this Agreement, or any act or omission of you or anyone for whom you are in law responsible, you will defend CTC against that claim and indemnify CTC against all damages, liabilities, obligations and costs arising out of or relating to that claim.
   5. You agree that if, notwithstanding the foregoing provisions, CTC ever has any liability or obligation to you in respect of any matter referred to in this section, CTC's maximum liability is limited to CAN$10.00.
   6. In this section all references to CTC include CTC and its affiliates and their respective directors, officers, employees, representatives, agents and any other person for whom CTC or any of its affiliates may be responsible in law.
   7. You agree that this section contains a fair and reasonable allocation of liability and risk as between you and CTC.
6. Enurement and Assignment. The provisions of this Agreement will enure to the benefit of and be binding upon CTC and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives, and all persons you represent and their respective successors, assigns and related persons. CTC may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent. You may not, by operation of law or otherwise, assign, transfer, delegate, sub-license or grant all or any part of this Agreement or your entitlements, rights, duties or obligations under this Agreement to any other person, without the express written consent of the CTC.
7. No Waiver. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
8. Remedies. Except as specifically provided herein, the specific rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights or remedies to which either party may be lawfully entitled under this Agreement or at law or equity, and the parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively.
9. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
10. Governing Law. This Agreement and all related matters will be governed by, and construed in accordance with, the laws of British Columbia, Canada and the laws of Canada applicable in British Columbia (excluding the United Nations Convention on Contracts for the International Sale of Goods and any rules of private international law or the conflict of laws which would lead to the application of any other laws), which law is the proper law of this Agreement.
11. Dispute Resolution. All disputes between the parties arising from, connected with, or relating to the Partner Materials or this Agreement (the "Disputes") will be determined by the Federal Court of Canada sitting in the City of Vancouver, British Columbia, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
12. Complete Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.
13. Interpretation. In this Agreement: (a) a reference to "this Agreement" and other similar terms refers to this Agreement as a whole, and not just to the particular provision in which those words appear; (b) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; (d) words importing the singular number include the plural and vice versa; and (e) words importing any gender include all genders.