THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE COMPANY YOU REPRESENT AND APPLIED GEOGRAPHIC SOLUTIONS, INC. (LICENSOR). BY INSTALLING, UTILIZING, OR COPYING THIS PRODUCT, YOU MAKE IT BINDING ON YOURSELF AND THE COMPANY YOU REPRESENT AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT.
DEFINITIONS: “Products” encompass generally the computer software programs, data, and other items delivered herewith as well as future updates, revisions and modifications thereto including specifically software components provided by LICENSOR, embedded software routines, and user interfaces and “Data” which is non-software information including cartographic, attribute, image or other licensed here and in future updates thereto. “Related Materials” encompass documentation and other items accompanying the Products. “Technical Support” means support (not consulting services, training, or other support) by telephone, fax or EMAIL to explain the correct functioning of the Products as documented. “Third Party” means an organization or individual who has authorized LICENSOR to re-license their Products. “You” means the individual end user or the Company you represent ordering and receiving the Products.
1. GRANT OF LICENSE. LICENSOR has developed and owns or is authorized to license proprietary Products owned by Third Parties. LICENSOR grants to you and by your opening and use of the contents of this package you accept a non‑transferable, non-assignable, and non‑exclusive license to use the Products delivered with this package, solely in accordance with these terms for internal use by your business in accordance with the number of Product licenses for which you or your organization have paid the required fees. One copy of the Products may be made for backup purposes only. LICENSOR and Third Party owners retain all ownership and copyright in the Products.
Uses Not Permitted. You may not copy, translate, port, modify, or create derivative works from the Products. You may not rent, disclose, publish by any means, sell, assign, lease, sublicense, market or transfer the Products or use them in any manner not expressly authorized by this Agreement. You shall not derive or attempt to derive the source code or structure of any portion of the Products by disassembly, decompilation or any other means. You shall not use the Products to provide services or for any other use of other persons or entities. Any copyright notice or proprietary legend contained in or on the Products may not be altered, obscured or removed.
2. Limited Warranty. LICENSOR warrants that the Products when initially delivered will substantially conform to then applicable technical specifications for twelve (12) months after delivery. In the event of an error in unaltered version of such Products, LICENSOR will use commercially reasonable efforts to attempt to remedy any such defect. LICENSOR does not warrant that use of the Products will be uninterrupted or that any and all Product errors can or will be corrected. You must notify LICENSOR, in writing, within the warranty period of any warranty claim. The foregoing is LICENSOR’s SOLE OBLIGATION and your SOLE REMEDY under this Limited Warranty.
Exclusion of Warranty. EXCEPT FOR THE FOREGOING LIMITED EXPRESS WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR NEITHER MAKES NOR GRANTS ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. LICENSOR HEREBY EXCLUDES ANY AND ALL IMPLIED WARRANTIES (OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE) OR WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE.
Technical Support Policy: You are entitled to twelve (12) months of Technical Support from the date that the Products were delivered to you. The foregoing Warranty, Return and Technical Support Policies are void in the event of accident, abuse, misuse, misapplication or modification by someone other than LICENSOR. This Limited Warranty is non‑transferable.
3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR FAILURE OF PRODUCTS TO PERFORM IN ANY WAY, OR ANY LIABILITY FOR TERMINATION PAYMENTS TO YOU, ANY SUBLICENCEES OR THIRD PARTIES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY MONETARY DAMAGES THAT EXCEED THE AMOUNT RECEIVED BY LICENSOR OR ONE HUNDRED ($100.00) DOLLARS WHICHEVER IS LESS. Some states do not allow the foregoing exclusions or limitations so they may not apply to you. To the extent that any provision of this Agreement is prohibited by any federal, state or local law which cannot be preempted, it shall be deemed inapplicable without affecting the balance of the Agreement. This Agreement gives you specific legal rights and you may also have other rights which vary from state to state.
4. NOTICES. Any notices to be delivered under this Agreement must be in writing, addressed to the authorized representative of either party, and shall be effective when delivered personally, by confirmed fax, deposited by certified mail, return receipt requested, or by courier to the addresses specified on invoices and/or order forms.
5. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to RESTRICTED RIGHTS as specified in applicable DFARS (252.227.7013) and CFR (42 CFR 52/227/19) regulations.
6. PRODUCTS USAGE. Certain data and other Related Materials delivered with the Products have been supplied by the organizations specified on this agreement or in other places in the Products provided to you. The use of such Data and Related Materials is governed by the terms of this License Agreement as well as each organization’s copyright and trademark policies. The Products are UNPUBLISHED. ALL RIGHTS UNDER THE COPYRIGHT LAWS ARE RESERVED TO LICENSOR and/or Third Parties.
7. SOFTWARE EXPORTING. The Products or Data may not be shipped, transferred, or re‑exported, directly or indirectly in violation of the United States Export Administration Act or equivalent international regulations.
8. GENERAL. This agreement shall be governed by, and construed in accordance with the laws of the State of California in the United States. This Agreement represents the complete, exclusive agreement between the parties with respect to the subject matter and supersedes and replaces all prior oral and written communications or agreements related thereto. Neither the license granted herein nor any right arising therefrom shall be assignable by Licensee. Any modification or addition to these terms must be in writing and signed by an officer of LICENSOR. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed deleted and the remaining provisions of this Agreement shall remain in effect. If any action is brought by either party to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees and costs of litigation.