End-User Licence Agreement
End-User Licence Agreement
The following End-User License Agreement (“Agreement”) is an agreement between Infrastructure Canada (“The Department”) and the organization (“HIFIS Lead”) entrusted to implement, maintain, and oversee the Homeless Individuals and Families Information System (“HIFIS”).
Developed by the Government of Canada, and in collaboration with communities across Canada, HIFIS is an essential component of Reaching Home: Canada’s Homelessness Strategy (“Reaching Home”), and is designed to support the day-to-day operational activities of Canadian homeless service providers (“Service Providers”).
HIFIS is a comprehensive data collection and case management system that enables participating communities to collect, access, and share reliable real-time homelessness data on individuals and families (“Clients”) within the same community to ensure Clients are prioritized and referred to appropriate services at the correct time.
This Agreement is in conjunction with the Data Provision Agreement, an Agreement between the Department and the HIFIS Lead that outlines the terms and conditions regarding the collection, use, and disclosure of Clients’ information.
The Agreement supersedes any prior communication or representation concerning HIFIS. Should there be ambiguity or inconsistencies between the terms and conditions of this Agreement and those in any previous End-User Licence Agreements, the provisions of this Agreement prevail.
To access HIFIS, the HIFIS Lead must register a licence with the Department, and agree to have a non-exclusive, non-transferable, and non-assignable right to use HIFIS. The Department maintains ownership rights, title, and interest in HIFIS, including related documentation, intellectual property associated with the system trade secrets, and copyright.
The purpose of this Agreement is to outline the terms and conditions regarding:
- The HIFIS licence that the Department will grant to the HIFIS Lead, which extends to participating Service Providers.
This Agreement is governed under the Statistics Canada Act and the Privacy Act.
- The Statistics Canada Act grants Statistics Canada the authority to collect, compile, analyze, abstract, and publish information on the economic, social, and overall conditions of Canada and its citizens.
- The Privacy Act applies to all federal department’s collection, use, disclosure, retention, and disposal of personal information. The Privacy Act defines personal information as information that can identify an individual that is recorded in any form. Federal departments may only collect an individual’s personal information if it relates directly to the operation of one of its programs or services.
- At the discretion of the Department, Service Providers may be provided with a non-exclusive, non-transferable, and non-assignable right to use an unregistered demonstration version of HIFIS for evaluation purposes that is limited to 180 days at which point the Service Provider will be logged-out of future sessions until HIFIS is registered.
- At the discretion of the Department, HIFIS Leads may be provided with a non-exclusive, non-transferable, and non-assignable right to use the full version of HIFIS.
5. Permitted Use
- Duplicate HIFIS data for back-up for business continuity purposes, provided that the original HIFIS data is kept in the HIFIS Lead’s possession, and that the installation and use of HIFIS does not exceed the scope of the licence and this Agreement.
- Install HIFIS on localized or web-based servers for the purpose of hosting HIFIS for the community.
- Install third-party software, APIs, and plug-ins within HIFIS where allowable. Third-party software, APIs, and Plug-ins will be governed by the third-party licence agreement, and must not exceed the scope of HIFIS and this Agreement.
6. Restricted Use
- Modify or adapt HIFIS, except where HIFIS allows for customization.
- Reverse engineer, disassemble, or make any attempt to discover the source code of HIFIS.
- Sub-licence, rent, sell, lease, or lend any portion of HIFIS or HIFIS-related documentation without the express consent from the Department.
- Transfer HIFIS from the HIFIS Lead to another organization without the expressed written consent of the Department.
- The Department and the HIFIS Lead may terminate this Agreement for any reasons, including failure to comply with any of the terms or conditions set out in this Agreement upon 30-days of written notice. Upon termination, the HIFIS Lead agrees to safely and securely destroy all copies of HIFIS and HIFIS-related documentation in the HIFIS Lead’s possession.
8. Warranty and Disclaimer
- HIFIS contains trade secrets and proprietary know-hows that belong to the Department that are being made available to the HIFIS Lead in strict confidence. Any use or disclosure of HIFIS, or of its algorithms, protocols, or interfaces, other than in strict accordance with this Agreement, may be actionable as a violation of trade secret rights.
- HIFIS Leads accept HIFIS “as is”. By using HIFIS, the HIFIS Leads agree to accept all potential risks when using and/or modifying HIFIS.
- The Department disclaims any and all implied or express warranties or conditions, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose, regardless of whether the Department knows or had a reason to know.
9. Liability and Indemnification
- The HIFIS Lead is responsible for any third-party services or software, APIs, and/or plug-ins that is adopted.
- The Department will not be responsible nor liable for any third-party services or software, APIs and/or plug-ins that the HIFIS Lead adopts.
- The Department, its employees, and agents, shall not be liable for any claims, damages, injuries, and loss of any kind, whether direct or indirect, consequential or incidental, arising from the use or the inability to use HIFIS. This includes, but not restricted to, loss of revenue, profit or savings, lost, damaged or stolen data, or other commercial or economic loss.
10. General Provisions
- The Agreement is governed by the laws of Canada and becomes effective when signed by the HIFIS Lead. It will remain in effect until terminated, or if the Agreement is superseded by a newer version, in which case, the HIFIS Lead must ensure that the new version of the Agreement is promptly signed.
- The Agreement is a licence agreement only, not a contract for services, a contract of service, or employment. Nothing in the Agreement shall be construed as creating a partnership, employment, and/or relationship between the Department and the HIFIS Lead.
- The signatory to the Agreement represent and warrant that the individual has the capacity and the authority to sign this Agreement on behalf of the HIFIS Lead.
- The Department may amend the terms and conditions of this Agreement at any time. HIFIS Leads will be notified of all amendments, and any continued use of HIFIS hereafter the effective date of any amendment will be deemed as the HIFIS Lead’s Agreement.
11. Designated Officials
The Department and the HIFIS Lead agree to designate an official to act as their contact person for any issues related to the installation, implementation, and administration of this Agreement.
IN WITNESS WHEREOF this Agreement has been signed on behalf of the Department and by the HIFIS Lead’s authorized representatives.
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