License Agreement for Mapping Document between PCI DSS Version 3.1 and ISO/IEC 27002:2013

The terms and conditions set forth below in this License Agreement  are between Orvin Consulting Inc. of Suite 567, 3381 Cambie Street, Vancouver, BC, Canada V5Z 4R3 (the “Licensor“) and the Person agreeing to these terms and conditions set forth below (“you” and the “Licensee“) for use of a certain mapping document cross-referencing the Payment Card Industry Security Standards Council LLC’s (the “PCI SSC”) Payment Card Industry Data Security Standards Requirements and Security Assessment Procedures  Version 3.1 materials and the International Organization for Standardization’s Information Technology-Security Techniques-Code of Practice for Information Security Controls materials referenced as ISO/IEC 27002:2013 (the “Mapping Document”) that is accessible through the following link: “Click Here”.

By clicking on the “I ACCEPT” button below, you are agreeing that you will be bound by the terms and conditions set forth below and your consent in this respect will constitute an agreement with the Licensor (the “Agreement”). As used in this Agreement, the word “Person” means any individual or legal entity.

If you are accepting on behalf of your employer or another Person, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to the terms and conditions set forth below; (ii) you have read and understand the terms and conditions set forth below; and (iii) you agree, on behalf of the party that you represent, to the terms and conditions set forth below. If you do not have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below. This Agreement, including the Warranty Disclaimers, Limitations of Liability and termination Provisions below, governs the Licensee’s access to and use of the Mapping Document.

1. Grant of License. Subject to your compliance with the terms and conditions of this Agreement, the Licensor hereby grants you the non-exclusive, limited, non-transferable, non-sublicensable, revocable right and license, without charge, to download, copy (for the Licensee’s internal purposes only) and distribute internally the Mapping Document to your employees for internal review and study purposes only (the “Purpose”).
2. Ownership & Intellectual Property Rights. The Licensee acknowledges and agrees that:
1. the Mapping Document shall at all times remain the exclusive property of the Licensor and its suppliers and licensors, as the case may be. No right or license will be implied by estoppel or otherwise, other than the rights and licenses expressly granted in this Agreement and nothing in this Agreement shall be construed to convey to the Licensee any ownership interest in the Mapping Document; and
2. subject to the rights specifically granted in this Agreement to the Licensee, the Licensor and its suppliers and licensors respectively retain all ownership right, title, and interest in and to the Mapping Document and the copyrights embodied therein.
3. Prohibitions.

1. Other than for the Purpose, the Licensee shall not use, sell, offer for sale, market, license, sublicense, lease, rent, distribute, transmit, broadcast, publish, disclose, or otherwise make accessible or available, modify, or create derivative works based upon  the Mapping Document or any portion of it.
2. For the avoidance of doubt, the Licensee shall not (i) create any derivative work using or based on the Mapping Document, or (ii) use the Mapping Document to implement the Payment Card Industry Data Security Standard Requirements and Security Assessment Procedures without first directly accepting the terms of the PCI Security Standards Council, LLC License Agreement available at https://www.pcisecuritystandards.org/security_standards/pcidss_agreement.php?association=pcidss.

4. Support and Maintenance. The Licensor shall have no obligation to the Licensee or to any other Person to support or maintain the Mapping Document.
5. No Warranties. THE MAPPING DOCUMENT IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.
6. Limitation of Liability. Independent of, severable from and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, IN NO EVENT WILL THE AGGREGATE LIABILITY of orvin consulting inc. and its suppliers and licensors (including pci ssc) to the Licensee (including liability to person or persons whose claim or claims are based on or derived from a right or rights claimed by the Licensee), with respect to any and all Claims at any and all times arising from or related to the MAPPING DOCUMENT, in contract, tort (INCLUDING NEGLIGENCE, OR BREACH OF ANY DUTY) or otherwise exceed the consideration paid by the Licensee to the Licensor under this Agreement. IN NO EVENT SHALL orvin consulting inc. and its suppliers and licensors (including pci ssc) BE LIABLE TO THE LICENSEE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, incidental, OR CONSEQUENTIAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, OR ANY DAMAGES WHATSOEVER EVEN IF orvin consulting inc. OR ANY OF its suppliers and licensors (including pci ssc) HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW regardless of the success or effectiveness of other remedies.
7. Termination of License.
1. Breach. In the event of a breach of this Agreement by the Licensee, the Licensor shall give the Licensee written notice of such breach and an opportunity to remedy the breach (if the breach is capable of being remedied). If the breach is not remedied within 30 calendar days after written notice has been delivered by the Licensor, or if the breach is of a nature that cannot be remedied (as determined by the Licensor, acting reasonably), then the Licensor may immediately or thereafter terminate this Agreement. Upon termination, the right and license of the Licensee to use the Mapping Document as set forth in this Agreement will cease concurrent with the effective date of termination.
2. Other than for Breach. The Licensee may, in its absolute discretion, immediately terminate this Agreement upon written notice to the Licensor even if the Licensor has not breached any term of this Agreement.
8. Indemnification. The Licensee shall indemnify, defend and hold harmless the Licensor and its suppliers or licensors and their respective officers, directors, employees, and agents (each, an “Indemnified Party“) from and against all claims, actions, suits, proceedings, demands, liabilities, losses, costs, damages, fines, and other expenses (including reasonable attorneys’ fees on a solicitor and own client basis) due to or arising out of the Licensee’s use of the Mapping Document.
9. Notices. All notices under this Agreement from the Licensor to the Licensee shall be effective if sent via email to the address provided by you. To be effective, all notices from the Licensee to the Licensor must be sent by commercial courier or delivered by registered mail to the Licensor’s delivery address noted at the top of this Agreement. Notice by email to the Licensor will expressly not constitute effective notice under this Agreement unless the Licensor has specifically and intentionally (excluded any pre-programmed or automated rule-based reply) replied to such email by return email with the body of the originating text included in the reply transmission.
10. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and Canada as if made and performed by and between parties situate in such province and without regard to conflict of laws doctrine. All disputes under, arising out of, or in relation to this Agreement will be submitted to and be subject to the jurisdiction of the courts of the Province of British Columbia, Canada with the losing party responsible for all costs and expenses, including without limitation, court costs and reasonable legal fees and expenses.  The Licensee waives (a) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason; and (b) any statutory or other right pursuant to the laws of the jurisdiction in which the Licensee resides to have a case or hearing relating to this Agreement adjudicated or resolved in that jurisdiction. Any law or regulation that provides that the language of a contract will be interpreted against the drafter will not apply to this Agreement.  Despite the foregoing, the Licensor will have the right to seek equitable relief in any other jurisdiction if required to enforce its rights under this Agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Licensor and the Licensee regarding the Mapping Document and supersedes and replaces any and all other prior understandings, discussions, representations, statements, and/or agreements, written or oral, between the Licensor and the Licensee with respect to same. No modification or waiver of this Agreement shall be binding upon the Licensor unless it is in writing and signed by the President of the Licensor and expressly referring to this Agreement.
12. Waiver. No failure or delay by the Licensor to exercise any right or remedy under this Agreement or to require strict performance of any provision of this Agreement will be interpreted as a waiver of any such right or remedy or any other right or remedy under this Agreement.
13. Third Party Beneficiary. The Licensee hereby acknowledges that PCI SSC will be a third party beneficiary of the Licensee’s agreement to be bound by these terms and conditions, and as such, PCI SSC will without reservation have the direct right to equitably and legally enforce any such terms and conditions agreed to by the Licensee, whether by asserting a direct claim against the Licensee in the name of PCI SSC and on its own behalf or by joining the Licensor as a party in interest in any claim the Licensor may institute against the Licensee.  The rights of PCI SSC as a third party beneficiary will vest immediately upon the agreement of the Licensee to be bound by these terms and conditions.
14. Legal Equivalency. This electronic document and any other electronic documents incorporated by reference or referred to herein will be: (a) deemed for all purposes to be a “writing” or “in writing“, and to comply with all statutory, contractual, and other legal requirements for a writing; (b) legally enforceable as a signed writing as against the Licensor and the Licensee subject to the electronic documents; and (c) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or other proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
15. Invalidity. Each provision of this Agreement is declared to be a separate and distinct promise and to be separable from all other such separate and distinct promises. If any provision of this Agreement or part thereof is determined by a court of competent jurisdiction or other constituted legal authority to be void, unenforceable, or unreasonable in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other promise or provision in this Agreement or any part thereof and the said court or other constituted legal authority will have the authority to limit such promise or provision as it deems proper to most closely match the intent of the original provision and the remainder of the Agreement will continue in full force and effect.
16. Assignment. You may not assign this Agreement, or any rights or obligations under this Agreement, whether by contract, operation of law or otherwise, without the prior written consent of the Licensor and any purported assignment without the Licensor’s prior written consent will be void.
17. Headings. The headings to, and the division of this Agreement into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this Agreement.