COGEN Licence Agreement

THIS END-USER LICENCE AGREEMENT (EULA) IS A LEGAL AGREEMENT BETWEEN YOU, THE END-USER, IN YOUR CAPACITY AS AN INDIVIDUAL AND/OR AS AN AGENT FOR YOUR COMPANY, INSTITUTION OR OTHER ENTITY (hereinafter referred to as the "Licensee"), AND HIS MAJESTY THE KING IN RIGHT OF CANADA AS REPRESENTED BY THE MINISTER OF NATURAL RESOURCES (hereinafter referred to as "NRCan")

BY SELECTING "I AGREE", THE LICENSEE HEREBY AGREES TO ADHERE TO THE TERMS AND CONDITIONS OF THIS EULA.  DOWNLOADING, INSTALLING, USING OR COPYING THE SOFTWARE BY THE LICENSEE OR A THIRD PARTY INDICATES THAT THE USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS BELOW:

1. DEFINITIONS
   1. 1.1 "Software" means the copyright protected COGEN software that is used for decision support and capacity building in the context of industrial heat recovery and energy efficiency projects.
2. GRANT OF LICENCE
   1. 2.1 Upon the terms and conditions hereinafter set forth, NRCan hereby grants to you, the Licensee, a non-exclusive licence to use the Software.
   2. 2.2 The Licensee shall not disclose, sell, sublicense, loan, transfer, reverse-engineer the Software, or otherwise assign any rights under this EULA to any third party.
3. TERM
   1. 3.1 This EULA shall come into force upon the first instance that the Software is used by the Licensee or comes into the possession of the Licensee.
   2. 3.2 This EULA shall remain in force until terminated by a) NRCan as a result of the Licensee’s breach of this EULA or, b) the Licensee when the Licensee destroys all copies of the Software.
4. OBLIGATIONS OF THE LICENSEE
   1. 4.1 The Licensee shall not make any statement or representation indicating that NRCan or the Government of Canada endorses or approves any recommendation, study, report, product, service or course of action as a result of the Licensee's use of the Software.
   2. 4.2 The Licensee’s publications referring to the Software must state the origin of the Software using the following text: "This Software is owned by Natural Resources Canada © His Majesty the King in Right of Canada (Natural Resources Canada) 2021". The Licensee shall seek prior written approval for any other statements concerning NRCan beyond the origin of the Software.
   3. 4.3 The Licensee shall provide NRCan with complete and accurate contact information including name, organization name, address, phone, fax and e-mail address in order to facilitate communication of information relating to the Software.
5. MAINTENANCE AND SUPPORT
   1. 5.1 It is understood and agreed that NRCan is under no obligation to provide technical support, maintenance services, update services, notices of latent defects, or correction of defects for the Software.
6. TITLE
   1. 6.1 Licensee agrees that the Software is and shall at all times remain the property of NRCan.  The Licensee shall have no right, title and interest therein or thereto, except as expressly set forth in this EULA.
7. WARRANTY AND INDEMNITY
   1. 7.1 The Software is licensed on an "AS IS" basis.  NRCan makes no guarantees, representations, or warranties respecting the Software, either express or implied, arising by law or otherwise, including but not limited to effectiveness, completeness, accuracy, or fitness for a particular purpose.
   2. 7.2 NRCan shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the Licensee’s use or possession of the Software.  NRCan shall not be liable in any way for loss of revenue or contracts, or any other consequential loss of any kind resulting from the Licensee’s use or possession of the Software.
   3. 7.3 The Licensee shall indemnify and defend NRCan, its employees, contractors, agents and suppliers, from and against all claims, demands, losses, damages, costs (including legal fees and costs on a substantial indemnity basis), actions, suits or proceedings brought by any third party, that are in any manner based upon, arising out of, or attributable to the use, possession, or performance of the Software by the Licensee, or it’s employees or agents.
8. TERMINATION
   1. 8.1 If the Licensee breaches any obligation under this EULA and fails to remedy the breach within thirty (30) calendar days, the present EULA is deemed to be terminated immediately without any notice, and the Licensee agrees to immediately return to NRCan all copies of the Software and related documentation, and to ensure that the Software contained on any media in the Licensee's possession has been completely erased or otherwise destroyed.
9. DESTRUCTION
   1. 9.1 Prior to disposing of any media, the Licensee shall ensure that any Software contained on such media has been completely erased or otherwise destroyed.
10. APPLICABLE LAW
    1. 10.1 This EULA shall be interpreted in accordance with the provincial or territorial laws in force in Ontario, Canada.
11. NOTICES

    1. 11.1 All notices, inquiries and other communications hereunder shall be in writing and shall be deemed to have been duly given once confirmation is received after sending to NRCan:

       For licensing matters:
       Natural Resources Canada
       Intellectual Property Division
       ipd-dpi@nrcan-rncan.gc.ca
       
       For technical issues:
       CanmetENERGY
       Natural Resources Canada
       1615 Lionel-Boulet Blvd.
       Varennes, QC J3X 1P7
       CANADA
       cogen@nrcan-rncan.gc.ca