• IO CAD Standards Form

    License Agreement;

    PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE PRODUCTS. THIS IS A LEGAL AGREEMENT BETWEEN INFRASTRUCTURE ONTARIO (THE “LICENSOR”) AND YOU THE END-USER INDIVIDUAL OR ENTITY (THE “LICENSEE”), FOR THE USE OF INFRASTRUCTURE ONTARIO’S SOFTWARE PRODUCTS WHICH INCLUDES THE CAD STANDARDS. BY CLICKING ON THE "I ACCEPT" BUTTON, DOWNLOADING, INSTALLING OR USING THE SOFTWARE PRODUCTS, YOU ARE CONSENTING TO BE BOUND BY THE FOLLOWING TERMS OF THIS LICENSE AGREEMENT (THE “AGREEMENT”). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE LICENSEE AND THE LICENSOR CONCERNING THE USE OF THE SOFTWARE PRODUCTS AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE PRODUCTS, INSTEAD, CLICK THE "I DO NOT ACCEPT" BUTTON AND THE SOFTWARE DOWNLOAD AND INSTALLATION PROCESS WILL NOT OCCUR. Software Products For the purposes of this Agreement, “Software Products” means the software, data and printed materials, online or electronic documentation which facilitate the implementation of the IO CAD Standards and all updates and amendments thereto. As the authorized end-user of the Software Products, Licensee agrees to treat the Software Products like any other copyrighted material. Grant of License Licensor hereby grants to Licensee a non-exclusive and non-transferable license to use the Software Products solely and exclusively for Licensor’s Projects, installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by the Licensee or provided the Software Products are configured for network use, installed on a single file server for use on a single local area. Licensee may not transfer or sub-license the Software Products to any third party, in whole or in part, in any form, whether modified or unmodified. The Software Products may not be changed, modified, decompiled, reverse engineered or disassembled in any way except by the Licensor. The Licensor reserves the right to modify, change revise and improve the Software Products as it sees fit without any further or other notice to Licensee. Copies Licensee may make copies of the Software Products in whole or in part, in executable code form as necessary for use by Licensee and for backup or archive purposes. Each component of the Software Products is copyrighted by Licensor. Licensee agrees to reproduce and apply the copyright notice and proprietary notice of Licensor to all copies made hereunder, in whole or in part and in any form, of the Software Products. Ownership The original and any copies of the Product, made by Licensee or anyone on its behalf, including translations, compilations, partial copies, are and shall remain the property of Licensor. Proprietary Rights Licensee recognizes that Licensor regards the Software Products as its proprietary and confidential information. Licensee agrees not to provide or to otherwise make available in any form the Software Products, or any portion thereof, to any person other than employees of Licensee without the prior written consent of Licensor. Licensee further agrees to treat the Software Products with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software Products. Term The license granted hereunder shall continue unless and until terminated pursuant to the termination section of this Agreement and subject to Licensee's proper performance of its obligations hereunder. Termination Licensor may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) working days after receiving written notice thereof from Licensor. In the event of termination, Licensee will immediately discontinue use of the Software Products. Within one (1) month after termination of this Agreement, Licensee will provide written confirmation to Licensor that through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of the Software Products have been destroyed. The provisions outlined in the Ownership, Proprietary Rights, Termination, Warranty Disclaimer, and Limitation of Liability sections of this Agreement shall survive any termination of this Agreement. Maintenance Support Possession of the Software Products, and/or compliance with this Agreement shall not entitle the Licensee to any upgrades or improvements or new versions of the Software Products. Any maintenance and product support inquiries to be directed as identified on the IO CAD Standards webpage. Warranty Disclaimer The Software Products are provided “as is” without warranty of any kind, express or implied. FOR GREATER CERTAINTY, LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE SOFTWARE PRODUCTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE Limitation of Liability Under no circumstances shall Her Majesty the Queen in Right of Ontario, Infrastructure Ontario and or their respective agents and employees be liable to Licensee or any other person, for any direct, indirect, incidental, consequential, special or punitive damages arising from the access, download, installation and/or use of the Software Products in whole or in part. Notices All notices in connection with this Agreement shall be in writing and may be given by registered mail, or personally delivered at the business address of the parties. For the purposes of this Agreement, a notice shall be deemed effective upon personal delivery to a party or if by mail five days after being mailed. Successors This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein. Severability In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part. Governing Law This Agreement shall be governed and interpreted by the laws of Ontario and Canada. Assignment This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Licensor.

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