LICENCE AGREEMENT FOR UNRESTRICTED USE OF THE ELECTORAL DISTRICT BOUNDARIES (2003 REPRESENTATION ORDER) AND POLLING DIVISION BOUNDARIES (39TH GENERAL ELECTION) (THE "WORK") This is a legal agreement between you ("Licensee") and Her Majesty the Queen in Right of Canada ("Her Majesty"), acting through and as represented by the Office of the Chief Electoral Officer of Canada ("Elections Canada"). BY ACCESSING, DOWNLOADING, REPRODUCING AND/OR USING THE WORK, INFORMATION AND MATERIALS BEING PROVIDED WITH, OR ACCESSIBLE PURSUANT TO THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISPOSE OF THE WORK AND OF ANY SUCH INFORMATION AND MATERIALS. WHEREAS Her Majesty holds sole and exclusive worldwide copyright to the Work accessible pursuant to the terms and conditions of this Agreement; AND WHEREAS the Licensee wishes to obtain certain rights to the Work, on the terms and conditions herein contained; AND WHEREAS Her Majesty has agreed to grant to the Licensee the right to access, download, reproduce and/or use the Work subject to the terms and conditions of this Agreement; AND WHEREAS the parties hereto are desirous of entering into the Agreement on the basis herein set forth; NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties agree as follows: ARTICLE 1 – DEFINITIONS 1.1 The following definitions apply in this Agreement: (a) "Agreement" means these Articles of Agreement; (b) "End-User" means an individual or corporate body having access to the Licensee's Product; (c) "Licence" means the authority granted to access, download, reproduce and/or use the Work in accordance with this Agreement; (d) "Licensee" means the Party accessing, downloading, reproducing and/or using the Work in accordance with this Agreement; (e) "Elections Canada" means the Office of the Chief Electoral Officer of Canada; (f) "Product" means the Licensee's product, system, sub-system, device, component, material or software application incorporating or using the Work or any part of the Work; (g) "Work" means the Electoral District Boundaries (2003 Representation Order) and Polling Division Boundaries (39th General Election). The Parties acknowledge the Work hereto as a "literary work" for the purposes of the Copyright Act, including section 12 thereof. ARTICLE 2 – LICENCE 2.1 Elections Canada hereby grants to the Licensee, subject to all the terms and conditions set out in this Agreement, a non-restrictive and royalty-free Licence to access, download, reproduce and/or use the Work. Such access, downloading, reproduction and/or use must not: (a) be in an undignified context; (b) be considered unfair, misleading or inaccurate; (c) be used for advertising purposes in an undesirable manner; (d) be used in a context that may prejudice or harm a third party; (e) be considered inappropriate by Elections Canada; (f) be considered out-of-date; (g) infringe on the proprietary rights of third parties; or (h) suggest an official endorsement by Her Majesty or Elections Canada where none exists. The violation of any of the above criteria renders this Agreement null and void. 2.2 The Licence includes the right to incorporate, modify, improve and further develop the Work or any part of the Work, and to sell the Licensee's Product incorporating or using the Work or any part of the Work for the purpose of providing End-users with client-specific information. 2.3 The Licensee understands that no change to the terms and conditions of this Agreement is binding on Her Majesty without the written consent of Elections Canada. ARTICLE 3 –ASSIGNMENTS 3.1 This Agreement shall not be assigned or otherwise encumbered by the Licensee or by operation of law, in whole or in part, without the prior written consent of Elections Canada. Any assignment or other encumbrance made without that consent shall be void and of no effect and shall constitute a default of a material obligation on behalf of the Licensee. ARTICLE 4 – INSPECTION 4.1 The Licensee agrees that Elections Canada may at any reasonable time, upon notice to the Licensee, have access to the Work being used by the Licensee in order to permit Elections Canada to inspect the Work as transmitted by the Licensee and to verify its conformity with the terms and conditions of this Agreement. ARTICLE 5 – COPYRIGHT 5.1 Her Majesty is the sole proprietor of the Work and shall retain all copyright and other rights pertaining in any way to the Work being used by the Licensee as used or incorporated in its Product. 5.2 The Licensee shall ensure that the following copyright notice appears in an appropriate and visible location in the Licensee's Product, where any of the Work is contained within the Product: "© The federal Electoral Districts Boundaries (Representation Order 2003) and Polling Division Boundaries (39th General Election), Elections Canada. All rights reserved. Reproduced with the permission of Elections Canada, Ottawa, Ontario K1A 0M6 Canada (2007)." 5.3 Copyright and other intellectual property rights pertaining to the Product shall vest in the Licensee. ARTICLE 6 – LIABILITY, INDEMNITY 6.1 Her Majesty and Elections Canada shall not be liable for any loss or damages suffered by the Licensee as a result of the Licensee's use of the Work or the Licensee's exploitation of the rights granted under this Licence. 6.2 The Licensee shall be responsible for, and shall at all times indemnify and hold harmless Her Majesty and Elections Canada, their officers, employees, agents and contractors from and against any and all claims, demands, losses, costs, damages, injuries, causes of action, actions, suits or other proceedings whatsoever by reason of or arising out of the Licensee's use of the Work or the Licensee's exploitation of the rights granted under this Licence. ARTICLE 7 – WARRANTY, DISCLAIMER 7.1 Her Majesty and Elections Canada make no representation or warranty of any kind with respect to the accuracy, usefulness, novelty, validity, scope, completeness or currency of the Work and expressly disclaim any implied warranty of merchantability or fitness for a particular purpose of the Work. Her Majesty and Elections Canada do not ensure or warrant compatibility with past, current or future versions of any web Site browser to access the Work. 7.2 The Licensee shall include a disclaimer in its Product, to the effect that the End- user is put on notice that any of the Licensee's interpretations and/or commentary which are added to the Work are the sole responsibility and choice of the Licensee and as such, Her Majesty and Elections Canada do not endorse such interpretations and/or commentary and disclaim any responsibility relative to such interpretations and/or commentary. ARTICLE 8 – TERMINATION 8.1 This Agreement shall terminate: (a) automatically and without notice, if the Licensee commits or permits a breach of any of its covenants or obligations under this Agreement; or (b) upon written notice of termination by the Licensee at any time, and such termination shall take effect thirty (30) days after the receipt by Elections Canada of such notice. 8.2 Upon the termination of this Agreement, the Licensee's obligations under sections 6 and 7 shall survive; and the Licensee's rights under section 2 shall immediately cease. ARTICLE 9 – GENERAL 9.1 Interpretation This Agreement, including all matters relating to its validity and performance, shall be interpreted, construed and governed by, and all relations between the parties shall be fully determined in accordance with the laws of the Province of Ontario and Canada as applicable. The parties hereto attorn to the jurisdiction of the Superior Court of the Province of Ontario. 9.2 Severability If any provision of the Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.