User License - Digital assets
1.01 This license comes into effect as of the date, you, the Licensee, have downloaded a digital asset file from Red River College’s Early Development Resources website, operated by Red River College. The license shall continue in perpetuity, unless terminated for cause in accordance with the terms and conditions of this License.
2.00 USER LICENSE
2.01 Subject to the terms and conditions contained herein, upon payment by the Licensee of the fee prescribed on Red River College’s Early Development Resources website, Red River College hereby grants to the Licensee, and the Licensee hereby accepts, a perpetual, non-exclusive, non-transferable, limited license, without the right to grant sublicenses, to use the corresponding digital asset file downloaded by the Licensee (the “Resource”) on the conditions more particularly listed herein. As a condition of this license, upon receipt of the Resource, the Licensee shall forthwith install the Resource on a secure server that they control on their premises, and ensure that it is password protected. Alternatively, the Licensee may install the Resource on a secure stand-alone password protected computer. The Resource shall then be accessible by the Licensee and persons authorized pursuant to paragraph 2.02 herein. The Licensee shall not share their password or User ID with any other person at any time unless specifically authorized by this License. Access to the Resource shall not be given to anyone not authorized by this license.
2.02 This license permits the Licensee to use the Resource for purposes related to educational delivery of courses offered by the Licensee, and also includes personal reference, personal study, or personal professional development. The Licensee may provide its registered students with secured access to the Resource to assist them with their course work with the Licensee. In addition, the Licensee may project the contents of the Resource in a classroom, workshop or lecture setting in connection with any educational offering of the Licensee. For greater certainty, unless otherwise stated in this license, the Licensee may only allow its instructional staff and their students to use the Resource and must ensure that its instructional staff and students comply with the terms and conditions of this license. The Licensee shall only grant access through the password protected site on its secure server or its secure stand-alone password protected computer, as the case may be The Licensee may make one backup copy of the Resource provided that it is only used to replace a corrupted or otherwise damaged copy of the Resource that was validly purchased from Red River College.
2.03 Without limitation, the Licensee may not:
- Make copies of the Resource for use by others or facilitate the making of any copies for use by others, unless permitted by applicable copyright law;
- create a network of servers, with or without a central location, which enables others to share the Resource;
- Manipulate the Resource in a manner that provides “on demand” access of the content of the Resource to other non-affiliated individuals or entities;
- Use the Resource to endorse any product or service;
- Modify the Resource beyond what is contemplated by this license;
- Transmit, distribute, publish or display the Resource other than as prescribed by this license;
- Create derivative works from the Resource;
- Commercially exploit the Resource beyond what is permitted in this license;
2.04 All rights, title and other interests in the Resource which are not expressly granted to the Licensee in this license are reserved by Red River College.
2.05 The Licensee is responsible for the security of their User ID and password, and must use all reasonable efforts to prevent the disclosure of same to others who are not authorized to access the Resource.
2.06 The Resource may not be used by the Licensee upon the termination of this license. Upon termination, the Licensee shall remove the Resource from its secure server and erase all copies of same. No use of the Resource whatsoever shall be permitted upon termination of this license.
3.00 WARRANTIES AND DISCLAIMER OF WARRANTIES
3.01 The Licensee undertakes and agrees:
(a) to notify Red River College in writing without delay of any actual, suspected or threatened unauthorized usage, copying, pirating and/or exploitation of the Resource and to render all reasonable assistance at its own expense in preventing and/or terminating the same;
(b) not to register nor seek to register the copyright or any trade mark, service mark or logo in respect of the Resource (or any part thereof); and
(c) to indemnify Red River College in respect of all costs, claims, charges, expenses, fees, damages, losses or other liabilities whatsoever that it may suffer as a direct result of a breach by the Licensee of any of the undertakings and agreements set out above.
3.02 The Licensee acknowledges that it shall use its best judgment in evaluating the information contained within the Resource.
3.03 The Licensee expressly agrees that use of the Resource is at its sole risk.
3.04 Neither Red River College nor any of its directors, officers, employees, agents or affiliates make any warranty as to:
- the results that may be obtained through the use of the Resource by the Licensee or anyone accessing them;
- the accuracy, completeness, usefulness, reliability or substance of any or all of the content contained within the Resource.
3.05 The Resource is provided on an “as is” basis, without warranties of any kind, either expressly or implied.
4.00 INTELLECTUAL PROPERTY RIGHTS
4.01 Nothing in this license shall give the Licensee any rights in respect of any Intellectual Property in or relating to the Resource or of any goodwill associated with it, and the Licensee hereby acknowledges that it shall not acquire any rights in respect of any such Intellectual Property and that all such rights and goodwill are, and shall remain, vested in Red River College The Licensee further acknowledges that the Resource is protected by copyrights, intellectual property rights and other proprietary rights (the “Intellectual Property Rights”) and such Intellectual Property Rights are valid, and the use of the Resource is governed by applicable copyright and other intellectual property laws.
5.01 Without restricting any other remedies available, Red River College may, at its sole option, immediately terminate this License in writing if:
- the Licensee makes an assignment for the benefit of creditors or takes any other action for the benefit of creditors, becomes bankrupt or insolvent, or takes the benefit of or becomes subject to any legislation in force relating to bankruptcy and insolvency;
- in the opinion of Red River College, the Licensee has failed to comply with any other term or condition of the License.
Where the license is terminated early, Red River College shall be under no obligation to refund any of the Licensee’s money.
6.00 SURVIVAL OF TERMS
6.01 The terms and conditions contained in the License that by their sense and context are intended to survive the performance of the License by the parties shall so survive the completion and performance, suspension, cancellation or termination of the License.
7.01 If any provision of this License is for any reason invalid, that provision shall be considered separate and severable from this License, and the other provisions of this License shall remain in force and continue to be binding upon the parties as though the invalid provision had never been included in the License.
8.00 APPLICABLE LAW
8.01 This License shall be interpreted, performed and enforced in accordance with the laws of Manitoba. The parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Manitoba and all courts competent to hear appeals therefrom.
9.01 Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this License. The waiver by either party of a breach of any term, condition or provision of the License shall not operate as, or be construed as, a waiver of any subsequent breach thereof.
10.01 Except as otherwise provided for in the License, no remedy conferred by any of the specific provisions of the License or available to a party is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under the License, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies.
10.02 Without limitation, the Licensee acknowledges that monetary damages may not be a sufficient remedy for the unauthorized copying, modification, reproduction, transmission, distribution, publication, sale, display, transfer, or commercial exploitation of the Resource, and that the Red River College may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
11.01 The Licensee covenants and agrees to indemnify and save Red River College harmless of and from any and all losses, claims, damages, causes of action, demands or liabilities arising by virtue of:
- the breach of any term of this License by the Licensee;
- the negligence or any willful act or omission of the Licensee; or
- any claim resulting from any officers, partners, employees or agents of the Licensee; or
- any direct economic losses, damage or loss of property suffered by Red River College related to the Licensee’s improper use or handling of the Resource.
The above includes all costs and expenses associated therewith, including reasonable solicitors’ fees.
12.00 LIMITATION OF LIABILITY
12.01 In no event shall the Licensor, its affiliates or content providers be liable for any direct, indirect, special, incidental, punitive or consequential damages arising out of or related to the use, inability to use, performance or non-performance of the Resource, even if the Licensor was previously advised of the possibility of such damages and regardless of whether such damages arise in contract, tort, under statute, in equity, at law or otherwise. The Licensor shall not be liable for any delay occasioned by an act of God or the public enemy, or by riot, insurrection, strikes, labour disputes, or any failure or delay by any internet service provider, internet content delivery service or agency for any act, delay, or omission due to their negligence. The Licensor shall not be responsible for any problems or delays that may occur in or on or be related to any of the Licensee’s computer hardware, firmware, software, or use thereof. This includes, but is not limited to, problems that may occur as a result of technical support provided by the Licensor. 12.02
Red River College shall not be liable for any losses, claims, damages, causes of action, demands or liabilities incurred by the Licensee through its use of the Resource, howsoever caused, including, without limitation, by the negligence of Red River College.