The Licensor holds the copyright and all other proprietary rights to the CIOSC Publications and CIOSC Trademarks; and
The Licensee wishes to purchase, for commercial purposes as set out herein, a license to use the Licensed Publications and/or the Licensed Trademarks, as listed in Schedules A and B, respectively.
A commercial license is not needed to adhere to CIOSC standards in a companies’ technology or business.
For the purposes of this Agreement, the following definitions, unless otherwise stated, will mean the following:
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CIOSC Publication(s) means any CIOSC standards, technical reports, technical specifications, user guides, manuals, release notes and training materials, whether in a draft or final form.
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CIOSC Trademark(s) means any trademark, service mark, distinguishing guise, logo or sign that is distinctive of and owned by CIOSC.
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Licensed Publication(s) means the CIOSC Publication(s), specified in Schedule A.
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Licensed Trademark(s) means the CIOSC Trademark(s), specified in Schedule B.
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Promotional Materials means advertisements or offerings for Licensee products or services, whether in electronic or hard copy (print) form, that display the Licensed Trademark(s).
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User(s) means employees, officers, directors, agents, contractors and affiliated partners (involved in a specified project) of the Licensee having been granted access to the Licensed Publication(s).
The Licensor grants to the Licensee a limited, non‑exclusive, non‑transferable license to:
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store the Licensed Publications, in electronic format, on a private network for access by Users;
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reproduce hard copies of the Licensed Publication for Users;
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use the Licensed Publication(s) for commercial uses. For greater clarity, a commercial use includes a) incorporation of the Licensed Publication(s) into products or services offered by the Licensee; b) use of the Licensed Publication(s) for commercial gain by the Licensee separate from merely adopting or adhering to a CIOSC Standard; and c) creating derivative works from the Licensed Publication(s) by the Licensee; and
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display the Licensed Trademark(s) on the Licensee’s website and/or Promotional Materials in the specific form depicted in Schedule B, and in accordance with the specifications set by the Licensor, solely to indicate a claim of compliance to Licensor’s standard(s).
Unless expressly permitted by this Agreement or otherwise by applicable law, the Licensee and its Users shall not:
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reproduce, modify, adapt, translate, update or transmit the Licensed Publication(s) and/or the Licensed Trademark(s), in whole or in part;
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sell, rent, lease, license, transfer, distribute, or otherwise provide access to the Licensed Publication(s) and/or the Licensed Trademark(s);
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alter, remove, or conceal copyright notices in or on the Licensed Publication(s);
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alter, remove, or conceal trademark notices in or on the Licensed Trademark(s);
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display the Licensed Trademark(s) in a manner inconsistent with the specifications set by the Licensor; or
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use or store the Licensed Publication(s) on a computer network in such a manner that the Licensed Publication(s) may be accessible to third-parties who are not Users.
3.1 Licensor has implemented watermarking and copyright notices on all CIOSC Publications, including the Licensed Publications, to prevent unauthorized replication, distribution or use.
The watermark and/or copyright notice will generally state as follows:
© CIO Strategy Council, 2021. All rights reserved. This publication is reproduced with the permission of the CIOSC. Not for resale. No part of this publication may be reproduced in any form or by any means, electronic or mechanical, including photocopying, or posting on the Internet or an Intranet, without the prior written permission of the CIO Strategy Council, 1000 Innovation Drive, Suite 500, Ottawa, ON, K2K 3E7, Canada.
3.2 Licensee agrees that all electronic and hard copy versions of the Licensed Publication(s) display the copyright notice in a conspicuous manner.
3.3 The Licensed Trademark(s) displayed on Licensee’s website and Promotional Materials shall include a trademark symbol, ™ or ®, and be accompanied by the following notice in a conspicuous manner:
Use of trademark of CIO Strategy Council (CIOSC) is not an endorsement by CIOSC that any product or service on this page has been tested against, or meets the requirements of a CIOSC standard.
The Licensee Fee is based on the following:
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One (1) CIOSC Publication(s) contained in the repository to which the Licensee provides each commercial use; and
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One (1) Licensed Trademark(s) in Schedule B to be displayed to indicate a claim of use of the CIOSC standard(s), for which one (1) electronic sample of each Licensed Trademark shall be provided to the Licensee; and
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In return for granting the License, the Licensee will pay the Licensor a non-refundable annual Licensing Fee of $1,500 Canadian Dollars plus applicable taxes based on the conditions specified in 4.1.
4.3 Prior to renewal of this Agreement, the Parties shall review Schedules A and B to verify that the total number of Licensed Publications and/or Licensed Trademarks is correct as stated. If applicable, the Licensor will calculate a new Licensing Fee and this Agreement shall be amended to include the new Licensing Fee in 4.2.
4.4 Payment is due annually within thirty (30) days of the signing of the Agreement, or any renewal thereof, payable to the CIO Strategy Council.
4.5 The Licensor reserves the right to verify that the Licensee’s use, adoption and/or reproduction of the Licensed Publication(s), and use of the Licensed Trademark(s) complies with the terms and conditions of this Agreement. The Licensee shall not deny reasonable requests by Licensor to access Licensee’s computer system or place of business to verify the same. Any Licensee information acquired by Licensor shall be held by the Licensor as confidential information.
5.1 In the course of performing their respective obligations under this Agreement, the Parties may obtain information that is of a confidential and proprietary nature. Confidential Information is any information in any form that is identified as confidential or by its nature is confidential and that is not known generally in the trade or industry. For greater clarity, and without restricting the generality of the foregoing, all of the CIOSC Publication(s) and Licensed Publications are Confidential Information.
5.2 Each party agrees to hold all Confidential Information disclosed to it by any other party in confidence, and to use at least the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of like nature, to prevent any unauthorized disclosure of such Confidential Information.
5.3 The Receiving Party agrees to use such Confidential Information solely for the purposes permitted under this Agreement. The Receiving Party agrees not to disclose or divulge any such Confidential Information to anyone except its employees, officers, directors, agents, contractors, and affiliated partners (involved in a specified project), and other permitted Third Parties who have a need to know same, provided that the Receiving Party obtains from each such employee, representative and permitted third parties, in advance, their written agreement to keep same confidential on terms and conditions at least equivalent to those herein.
5.4 Upon termination of this Agreement, the Receiving Party shall immediately return, or at the Disclosing Party’s direction destroy, any Confidential Information of the Disclosing Party and all copies thereof in any form whatsoever under the power or control of the Receiving Party. Upon request, the Receiving Party shall provide the Disclosing Party with a certificate by an appropriate officer of the Receiving Party certifying such return or destruction in accordance with this Section.
5.5 The obligations of the Parties with respect to Confidential Information contained in this Section 5 shall survive the termination of this Agreement.
6.1 The Licensed Publication(s) contain copyrighted material and proprietary information owned and licensed by CIOSC. By acquiring the Licensed Publication(s) under this Agreement, the Licensee does not become the owner of them. Subject to the limited license granted above, the Licensee obtains no right, title, interest in or to the Licensed Publication(s), including but not limited to any copyright, trade secret, patent, trademark, or other proprietary rights therein. All whole and partial copies of the Licensed Publication(s) remain the property of CIOSC or the Licensor and will be considered part of the Licensed Publication(s) for the purposes of this Agreement.
6.2 The Licensee shall be responsible for ensuring that the Licensed Publication(s) have been correctly and securely stored in its computer system.
6.3 The license (which for clarity includes the Licensed Publications) is provided "as is" without representations, warranties or conditions of any kind, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Licensee assumes the entire risk as to the use of the Licensed Publication(s). Nothing stated in this Agreement will imply that the Licensed Publication(s) will be errorfree or that errors will be corrected. Licensor will make reasonable efforts, to provide support and remedy identified errors or defects, on a time and material basis at current commercial rates. Other written or oral statements by Licensor, its employees, officers, directors, agents, or affiliates do not constitute warranties of Licensor.
6.4 The most recent version of the Licensed Publication(s) that exist at the time of signing this Agreement, is the only version that will be provided to the Licensee under this Agreement. The Licensor has no other obligation to provide future updates, or a more recent version of the Licensed Publication(s). Obligations or expectations with regard to updates or enhancements to the Licensed Publication(s) will be limited to those expressly set forth in a separate agreement between the Parties.
6.5 The Licensed Trademarks are owned and licensed by CIOSC. By displaying the Licensed Trademark(s) under this Agreement, the Licensee does not become the owner of them. Subject to the limited license granted above, the Licensee obtains no right, title, interest in or to the Licensed Trademark(s), including but not limited to any associated goodwill or other proprietary rights therein.
6.6 The Licensor reserves the right to alter, modify or discontinue the Licensed Trademark(s), at any time, at its sole discretion by providing written notice to the Licensee.
6.7 The Licensor may, from time to time, furnish the Licensee with specifications for displaying the Licensed Trademark(s). For greater clarity, the specifications may include: the dimensions (size), the colour, or the positioning of the Licensed Trademark(s) on the Licensee’s website and Promotional Materials.
6.8 The Licensee agrees that any goodwill associated with the Licensed Trademark(s) the shall accrue to sole benefit of the Licensor.
6.9 The Licensor and its employees, officers, directors, agents, suppliers, distributors (collectively "its representatives") shall in no event and on no account be liable for any damages that may result from use of the Licensed Publication(s) or the Licensed Trademark(s). In no event will Licensor or its representatives be liable to Licensee for any indirect, incidental, special, or consequential damages whatsoever, including, without limitation, lost revenue, lost or damaged data or other commercial or economic loss, however caused, whether based in contract, tort (including negligence) or any other theory of liability, arising out of or relating to any breach of this agreement, any use or inability to use the Licensed Publication(s), or any claim made by a third party, even if Licensor or its representatives have been advised of the possibility of such damage or claim.
6.10 In no event will the aggregate liability of Licensor and its representatives for any damages or claims arising out of or relating to this Agreement, the Licensed Publication(s) or the Licensed Trademark(s), whether in contract, tort (including negligence) or any other theory of liability, exceed the annual License Fee paid by Licensee to Licensor. The limitations of this section shall apply whether or not the alleged breach is a breach of a fundamental condition or term, or a fundamental breach.
6.11 The Licensee will indemnify and save Licensor and its representatives harmless from and against all loss, liability or damages of any type and expense, including reasonable counsel charges, arising from any and all claims by any third party, in connection with the use of the Licensed Publication(s) or the Licensed Trademark(s) by the Licensee or the Licensee’s failure to comply with this Agreement. This indemnity will survive termination of this Agreement.
6.12 Any consent to, or waiver of, a breach by either party, whether express or implied, shall not constitute a consent to, or a waiver of any other, different or subsequent breach.
7.1 The Licensee may not transfer or assign this Agreement or any rights or obligations derived under this Agreement without the Licensor’s prior writing consent.
7.2 The Licensor may assign its rights and obligations under this Agreement without the Licensee’s prior written consent.
7.3 This Agreement shall ensure to the benefit of, and be binding upon, each party and its heirs, executors, administrators and permitted successors and assigns.
8.1 This Agreement is valid for the duration the Licensee is compliant with the terms and conditions herein, and shall renew annually unless terminated.
8.2 This Agreement may be terminated only as follows:
(i) By either party upon providing thirty (30) days’ written notice to the other party;
(ii) By the Licensor, if the Licensee is declared a bankrupt, or makes an assignment for the benefit of its creditors, or takes advantage of any insolvency law in its jurisdiction, or if a receiver or trustee is appointed to its property, or if it liquidates its business, or if it ceases its usual operations for any reason, this Agreement shall immediately come to an end on the happening of any of these events; or
(iii) By either party, in the event of a material breach of this Agreement by the other party, including failure to make payment of an invoice, if such breach is not cured within thirty (30) days after written notice thereof.
8.3 The Licensee is responsible to ensure that all of the Licensed Publications are destroyed from any and all of its network devices, file servers, computer systems and any other media within thirty (30) days of the date of termination of this Agreement, and shall confirm in writing to the Licensor that it has complied with this requirement.
8.4 The Licensee shall ensure that all of the Licensed Trademarks are removed from Licensee’s website, file servers, computer systems and Promotional Materials within thirty (30) days of the date of termination of this Agreement, and shall confirm in writing to the Licensor that it has complied with this requirement.
9.1 This Agreement constitutes the entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
9.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, it shall be severed from this Agreement and the remaining provisions shall remain in full force without being invalidated in any way.
9.3 The terms of this Agreement may be amended at any time by providing written notice to the Licensee. This Agreement may only be amended in writing signed by Licensor.
9.4 This Agreement shall be governed exclusively by the laws of Ontario and the laws of Canada applicable therein. Licensee irrevocably submits to the nonexclusive jurisdiction of the courts located in the Province of Ontario.
9.5 Any and all notice required to be given hereunder shall be in writing, sent by registered mail, or email with confirmation of receipt, addressed to the parties set out below and are effective when mailed. By written notice under this Agreement, either party may specify a different address for notice than the one set out below.
For notice to Licensor:
CIO Strategy Council, 1000 Innovation Drive, Suite 500, Ottawa, ON, K2K 3E7, Canada
Attention: Licensing Authority, Telephone: 613-627-2466 x. 1, E-mail: [email protected]