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Corporate - License Agreement for Data CD Orders
Corporate > Terms and Conditions > License Agreement
License Agreement
* For Geographic Data Orders *
THIS AGREEMENT is made by and between the GISDataDepot and GeoCommunity,
hereinafter called "Licensor" and the client, hereinafter called "Licensee."
IN CONSIDERATION of the mutual covenants and
conditions herein contained, the Licensor and Licensee
agree as follows:
1. LICENSE GRANT. The GIS Data Depot License Grant only applies to those products specifically identified as being copyrighted. All other public domain products do not fall under this portion of the License Agreement.
The GISDataDepot and GeoCommunity
grants you and
you accept a nontransferable, nonexclusive right to use the
geographic data (the "Products") solely for internal use by
your business or for your own personal use and only as
authorized in this Agreement. This License Agreement only applies to those copyrighted products as explicitly identified as such. The Products may be used
only on a single computer or on multiple computers in
accordance with the number of licenses for which you have
paid. You may not copy, reverse engineer, translate, port,
modify or make derivative works of the Products, except
that you may make and use copies of screen ("bitmap")
images provided that these copies are for your personal use
only, will not be used for commercial purposes of any sort,
and shall include all GISDataDepot and GeoCommunity copyright notices and
other markings. You may not rent, disclose, publish, 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, source files, or structure of all or any
portion of the Products by reverse engineering,
disassembly, decompilation or any other means. You shall
not use the Products to operate a service bureau or for any
other use involving the processing of data of other persons
or entities. The Products are copyrighted and may not be
copied, except as provided herein, even if modified or
merged with other products. You shall not alter or remove
any copyright notice or proprietary legend contained in or on
the Products.
2. DISCLAIMER/LIMITATION OF LIABILITY. All data,
specifically including the geographic data herein are
provided "as is" without warranty of any kind, either
expressed or implied, or statutory, including, but not limited
to, the implied warranties or merchantability and fitness for
a particular purpose. The user assumes the entire risk as to
the quality and performance of the data. No representation
or guarantees of accuracy are granted or made, nor is any
responsibility for reliance thereon assumed. In no event
shall the sponsor of these data sets, the GISDataDepot and GeoCommunity,
be liable for direct, indirect, incidental, consequential, or
special damages of any kind, including, but not limited to,
loss of anticipated profits or benefits arising out of use of or
reliance on the data. The sponsor does not accept liability
for any damages or misrepresentation caused by
inaccuracies in the data or as a result of changes to the
data caused by system transfers or other transformations
or conversions, nor is there responsibility assumed to
maintain the data in any manner or form or for any period of
time. These data sets have been obtained from various
digital sources of geographic data. Although efforts have
been made to ensure that the data are accurate and
reliable, errors and omissions are possible and variable
conditions originating from physical sources used to
develop the database may be reflected in the data supplied.
Users must be aware of these conditions and bear sole
responsibility for the appropriate use of the information with
respect to possible errors, scale, resolution, rectification,
positional accuracy, development methodology, time period,
environmental and climatic conditions, and other
circumstances specific to these data.
The user is solely responsible for understanding the
accuracy limitations of the digital data provided herein. The
burden for determining fitness for use lies entirely with the
user. The user should refer to the accompanying metadata
notes for a description of the data and data development
procedures. Although these data have been processed
successfully on computers at the GISDataDepot and GeoCommunity, no
guarantee or representation, expressed or implied, is made
by GISDataDepot and GeoCommunity regarding the use of these data on any
other system, nor does the act of distribution constitute or
imply any such warranty. Distribution of these data is
intended for information purposes and should not be
considered authoritative for navigational, engineering, legal
and other site-specific uses.
2A. SEVERABILITY. This limitation or exclusion of liability
and disclaimer of warranties applies without regard to
whether any other provision of the Agreement is held by a
court of law to be void as against public policy, ineffective or
unenforceable.
3. DATA DISTRIBUTION AND PROTECTION OF
PROPRIETARY RIGHTS. The GIS Data Depot Data Distribution and Protection of Propritary Rights only applies to those products specifically identified as being copyrighted. All other public domain products do not fall under this portion of the License Agreement.
Digital data received from these copyrighted data sets are to be solely for internal purposes. Secondary
distribution of these data is prohibited. Digital data received
may not be reproduced or redistributed for use by others
without first obtaining written permission from GISDataDepot and/or
GeoCommunity. By using data provided herein, the user
acknowledges that terms and conditions have been read
and that the user is bound by these criteria.
4. ASSIGNMENT. This Agreement may not be assigned by
the Licensee without the expressed written consent of the
Licensor, in advance; the permitted assignee thereof shall
have all the rights and remedies of the original Licensee
insofar as the same are assignable. Assignment shall be
only as a whole and not as a part, nor as to any part interest
therein.
5. INDEMNIFICATION. Licensee agrees to hold the
Licensor, the GISDataDepot and GeoCommunity, and all its employees, and
agents harmless from any claim, suit, or proceeding arising
out of the use of the licensed data in accordance with this
Agreement, including indemnification of the Licensor for
reasonable expenses incurred in defending such claims.
6. TERMINATION. In the event that the Licensee shall not
faithfully perform any and all of the obligations by the
Licensee to be performed under this License, the Licensor
shall have the right to terminate and cancel this License.
Cancellation by the Licensor shall not release the Licensee
from its obligation to pay any fees due herein. Licensor
shall have the right to terminate this Agreement if: (a)
Licensee attempts to assign its rights without the written
consent of Licensor; (b) if Licensee delivers or attempts to
deliver the licensed data to another agency, corporation, or
person without the prior written consent of the Licensor.
7. REMEDIES. In the event of a breach or threatened
breach of any of the provisions of this Agreement by the
Licensee or any employee, representative or agent of the
Licensee, Licensor shall be entitled to preliminary and
permanent injunctive relief to enforce the provisions hereof;
but nothing shall preclude Licensor from pursuing any
action or other remedy, including for damages, for any
breach or threatened breach of this Agreement, all of which
shall be cumulative. In the event that Licensor prevails in
any such action, Licensor shall be entitled to recover from
the Licensee all attorney's fees incurred in connection
therewith.
8. BINDING. The Licensee acknowledges that this
Agreement has been read and agrees to be bound by its
terms, and further agrees that it is the complete and
exclusive statement of the agreement between the parties
and supersedes any oral or written communications or
representations relating hereto. Persons whose signatures
appear as or for Licensee on the reverse represent that
they are authorized to do so and represent and warrant that
this Licensing Agreement is a legal, valid and binding
obligation as to Licensee and is enforceable in accordance
with its terms.
9. TERM. This Agreement is effective upon your use of the
Products and shall continue until terminated in accordance
with this Section. You may terminate this Agreement by
deleting the Products and documentation from your
computer and destroying same in your possession.
Notwithstanding any other provision herein, GISDataDepot and
GeoCommunity may immediately terminate this Agreement upon
breach by you in which case your use of the Products shall
cease.
10. U.S. GOVERNMENT RESTRICTED/LIMITED RIGHTS
LEGEND. Use, duplication, and disclosure by the U.S.
Government are subject to restrictions as set forth in FAR
§52.227-14 Alternate III (g)(3) (JUN 1987), FAR
§52.227-19 (JUN 1987) and/or FAR §12.211/12.212
[Commercial Technical Data/Computer Software], DFARS
§252.227-7015 (NOV 1995) [Technical Data], and/or
DFARS §227.7202 [Computer Software], as applicable.
Contractor/Manufacturer is GeoComm International
Corporation.
11. ADDITIONAL PROVISIONS. This Agreement shall be
governed by the laws of the State of Florida and the parties
hereby submit to the jurisdiction of the courts of the State
of Florida. This Agreement represents the entire agreement
between the parties with respect to the subject matter
hereof. This Agreement shall not be modified except in
writing signed by the parties. Waiver of any breach of the
terms and conditions in this Agreement shall not be
deemed to constitute a waiver of any other or future breach.
GISDataDepot and GeoCommunity is a registered trademark of GeoComm
International Corporation. The registered domain names of
www.geocomm.com, @geocomm.com, www.gisdatadepot.com, @gisdatadepot.com,
as well as the textual wording "GeoCommunity" are
service marks of GeoComm International Corporation. The
names of other companies and products mentioned herein
are trademarks or registered trademarks of their respective
trademark owners.
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