NaijaVoices Commercial Waiver License Agreement

Last Updated On 10th September, 2024

RECITALS

Whereas, Licensor is the owner of the resource: [RESOURCE BEING WAIVED] (hereinafter referred to as the “Resource”);

Whereas, the Resource is currently licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International License (CC BY-NC-SA 4.0);

Whereas, Licensee wishes to become a member of the NaijaVoices organization and obtain a license to use the Resource for commercial purposes as part of their membership benefits;

Whereas, Licensor agrees to grant such a license under the terms and conditions set forth herein.

AGREEMENT

1. License Grant

Licensor hereby grants to Licensee a non-exclusive, non-transferable, worldwide, non-sub-licensable, and revocable license to use the Resource for commercial purposes, subject to the following conditions:

  • a. Membership and Donation Requirement: As consideration for the license granted herein and for becoming a member of the NaijaVoices organization, Licensee agrees to make a one-time donation in the amount of $_______________ to Licensor.
    The license granted under this Agreement shall only become effective upon receipt of the donation by Licensor.
  • b. Commercial Purpose Definition: For the purposes of this Agreement, “Commercial Purpose” shall mean any use of the Resource that is intended to generate revenue or directed towards monetary compensation or is conducted in a for-profit context, including but not limited to the development, marketing, sale, or licensing of products, services, technologies.
  • c. Specific Resource Limitation: The license granted herein is strictly limited to the use of the specific item described as “Resource” and does not extend to any other resources or datasets owned or controlled by Licensor.
  • d. Attribution: Licensee shall give appropriate credit to NaijaVoices in any derivative works or products that utilize the Resource, in accordance with the terms of the CC BY-NC-SA 4.0 license and the Terms & Conditions of Use.
  • e. Compliance with License Terms: Licensee agrees to comply with all terms and conditions of the CC BY-NC-SA 4.0 license, except for the non-commercial use restriction, which is waived by this Agreement as a membership benefit.
  • f. Compliance with Terms and Conditions of Usage: Licensee agrees to comply with the stipulated terms and conditions of usage at [website link to be provided].

2. Licensee's Rights and Obligations

  • a. Licensee's Rights: Licensee shall have the right to use the Resource for any commercial purpose, including but not limited to the development of products, services, or technologies.
  • b. Incorporation into Work Products: Licensee may incorporate portions of the Resource into its own work products, including for commercial purposes. Licensee shall have no right to copy, redistribute, transmit, publish, or otherwise use the Resource for any other purpose not expressly granted under this Agreement.
  • c. Voluntary Sharing: Licensee is encouraged to voluntarily share with Licensor any product, service, or technology developed using the Dataset. Such sharing can help promote the use and impact of the Dataset and may be featured in NaijaVoices community publications, case studies, or promotional materials, with proper attribution to the Licensee.

3. Indemnity

Licensee agrees to indemnify, defend, and hold harmless Licensor, its members, and its representatives from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee’s use of the Resource in violation of this Agreement or any applicable laws.

4. Disclaimer of Warranties

The Resource is provided “as-is” without any warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Licensor makes no warranty that the Resource will meet Licensee’s requirements or that its use will be uninterrupted or error-free.

5. Term and Termination

  • a. Term: This Agreement shall commence on the Effective Date and shall automatically renew for successive one-year terms unless either party provides written notice of termination at least 60 days prior to the end of the then-current term.
  • b. Termination Option: Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any term or condition of this Agreement. Either party may terminate this Agreement by providing written notice to the other party at least 60 days prior to the end of the current term. Upon termination, all rights granted to Licensee under this Agreement shall immediately cease, and Licensee shall discontinue all use of the Resource.
  • c. Amendment Option: Licensor may amend this Agreement by posting a revised version on the Licensor's website or by providing notice to Licensee via email. Amendments will not apply retroactively and will become effective no earlier than fourteen (14) calendar days after they are posted or notice is given, except for amendments addressing changes made for legal reasons, which will be effective immediately. Continued use of the Dataset following the effective date of any amendments constitutes acceptance of those amendments by Licensee.

6. Miscellaneous

  • a. Notices: All notices under this Agreement shall be in writing and sent via email to the following address: [email protected], with a copy (CC) to [email protected]. A notice shall be deemed to have been duly given when the email is sent, provided that no bounce-back or delivery failure notice is received. It is the responsibility of the sender to ensure that the email has been sent to the correct address.
  • b. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
  • c. Amendments: This Agreement may only be amended by a written instrument signed by both parties.
  • d. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.