The Idea Garden

Content Licence Agreement – End User

CONTENT LICENCE AGREEMENT – END USER

Effective Date: June 26, 2015

To review material modifications and their effective dates scroll to the bottom of the page.

THE IDEA GARDEN (“IDEAG”) IS WILLING TO LICENSE THE MATERIALS ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT.  PLEASE READ THE TERMS CAREFULLY.  BY CLICKING ON “I ACCEPT” OR BY DOWNLOADING THE MATERIALS, YOU WILL INDICATE YOUR AGREEMENT WITH THEM.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY.  IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN IDEAG IS UNWILLING TO LICENSE THE MATERIALS TO YOU, AND YOU SHOULD CHOOSE TO NOT DOWNLOAD THE MATERIAL OR SELECT THE “DECLINE” BUTTON AND THE DOWNLOAD OR INSTALL WILL NOT CONTINUE.

CONTENT LICENSE AGREEMENT

1. Parties.  The parties to this Agreement are you, the licensee (“You”) and IdeaG.  If you are not acting on behalf of yourself as an individual, then “you”, “your”, and “yourself” means your company or organization or the person you are representing.  All references to “we”, “us”, or “our”, “this website” or “this site” shall be construed to mean this ideagarden.net website business and IdeaG.

2. Content.  Our proprietary content known as Roots and Leaflets (“R&L”) consisting of text, images, and videos, and associated media, and described as follows:  training guides, tip sheets, and templates to help entrepreneurs, community builders, and changemakers make tangible progress through the power of effective, green-minded, and socially conscious connections, including communications.  Content includes updates that we may add from time to time.

3. Access To Content.  You may download the Content in a single download via the link to be provided.

4. Personal Use License Grant For Content.  Subject to the terms of this Agreement, you are granted a non-exclusive, non-assignable, non-sub licensable license to download the Content and to use the Content only for your own personal, non-commercial use.   Personal use includes use of the Content solely for your educational purposes to enhance your business or organization, provided the use does not violate the use restrictions provided herein.  All rights not expressly granted in this Agreement are reserved.

5. Restrictions For Content.  You may not modify the Content. You may copy the Content only to a single primary computing device and to a single portable device, and you may print the Content, provided that you do not remove or obscure any proprietary rights notices or labels on the Content.  You are not authorized to resell, sublicense, or transfer the Content for any purpose.  You are not authorized to permit others to use the Content or any copies thereof.

6. Perpetual Term.  The term of the license granted herein for the Content shall be perpetual unless terminated by written notice by you for convenience or terminated by either party for material breach.  Immediately upon termination of this license for any reason, You shall return to IdeaG all copies of the Content.

7. Transfers.  You may not transfer the licensed materials or any rights under this Agreement without the prior written consent of IdeaG, which consent shall not be unreasonably withheld.  A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement.  Any attempted transfer or assignment in violation of this provision shall be null and void.

8. Ownership.  IdeaG and its suppliers own the Content and all intellectual property rights embodied therein.  The Content is protected by Canadian copyright laws and international treaty provisions.  This Agreement provides You only a limited use license, and no ownership of any intellectual property.

9. Warranty Disclaimer; General Disclaimers.  WE PROVIDE THE CONTENT “AS-IS” AND PROVIDED WITH ALL FAULTS.  NEITHER WE NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.  THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE CONTENT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED.  YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE CONTENT.  FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

10. Warranty Disclaimer; General Disclaimers.  WE PROVIDE THE CONTENT AND SOFTWARE “AS-IS” AND PROVIDED WITH ALL FAULTS.  NEITHER WE NOR ANY OF OUR SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.  THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE OR CONTENT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED.  YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE AND CONTENT.  FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

11. Limited Warranty; Disclaimers.  IdeaG warrants only to you that (i) the Content and Software shall be downloadable, and (ii) the Software shall operate, in accordance with accompanying instructions provided within the ideagarden.net web site.  The entire and exclusive liability and remedy for breach of this Limited Warranty shall be the return of the license fee paid.  EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED ABOVE, NEITHER WE NOR ANY OF OUR SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.  THERE IS NO WARRANTY OR GUARANTEE THAT THE CONTENT OR SOFTWARE WILL BE ERROR-FREE, OR VIRUS-FREE, OR THAT THE CONTENT OR SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED.  YOU ASSUME THE ENTIRE RISK OF SELECTION, GENERATION, AND USE OF THE CONTENT AND SOFTWARE.  FURTHER, YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, THAT THIS SITE HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THIS SITE’S SERVICE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE CONTENT OR SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.  No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty.

12. Local Law.  If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.  Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to You.  This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.

13. Limitation of Liability.  INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL IDEAG OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF IDEAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.  IN NO EVENT SHALL IDEAG’S LIABILITY FOR DAMAGES OF ANY KIND AND FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR LICENSE GRANTED HEREIN.

14. Government End-Users.  The licensed materials are provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by federal and provincial/state governments is subject to restrictions as applicable.  Manufacturer is The Idea Garden, P.O. Box 633, Black Diamond, Alberta, CANADA, T0L 0H0.

15. Licensee Outside Canada.  If You are located outside Canada, then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and  (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Content and/or Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

16. Severability.   If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable.  In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

17. Arbitration.  Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the Canadian Arbitration Association (“AAA”) then in effect.  There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with CAA rules.  The arbitration shall take place in Calgary, Alberta, Canada, and may be conducted by telephone or online by mutual agreement of the parties.  The arbitrator shall apply the laws of the Province of Alberta, Canada to all issues in dispute.  The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.  Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1,000.00.

18. Jurisdiction And Venue.  The courts of the nearest Provincial Court in the Province of Alberta, Canada  shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

19. Force Majeure.  Neither party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.  Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate this Agreement immediately without liability by ten (10) days written notice to the other.

20. Miscellaneous.  This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements.  This Agreement may be modified only by a written agreement signed by the parties.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  This Agreement shall be construed under the laws of the Province of Alberta, Canada, excluding rules regarding conflicts of law.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This license is written in English, and English is its controlling language.

21. CONTACT US

If you have any questions regarding this Content Licence Agreement – End User, please contact the owner and operator of this website business at:

The Idea Garden
P.O. Box 633,
Black Diamond, Alberta, CANADA, T0L 0H0
Email: mail@ideagarden.net
Telephone: 403-933-5174
>>Material Modifications<< Since June 16, 2015:

June 26, 2015:

  1. Under the first paragraph, added the option to simply choose to NOT download the material if you do not agree to these terms.
  2. Under Section 2 – Content, revised the name of our product from “Socially Conscious Communications” to “Roots and Leaflets”.
  3. Under Section 3 – Access to Content, deleted the reference to a link being provided by email.
  4. Under Section 4 – Personal Use Licence Grant for Content, revised “…to enhance your business or commercial…” to read as …to enhance your business or organization…”.
  5. Under Section 5 – Restrictions for Content, deleted the reference to only being allowed to print a single copy.
  6. Under Section 14 – Limitation of Liability, the word “forgoing” was revised to read as “foregoing”.
  7. Under Section 14 – Government Users, corrected the contact information for the Manufacturer.
  8. Under Section 15 – Licensee Outside Canada, added “Content and/or” to item ii).
  9. Under Section 17 – Arbitration, revised references to the American Arbitration Association (“AAA”) to reference the Canadian Arbitration Association (“CAA”).
  10. Added Section 21 – Contact Us.

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