END USER LICENSE AGREEMENT FOR TERRAGO TECHNOLOGIES, INC. SOFTWARE APPLICATIONS
The Product and Documentation are protected by copyright laws and other intellectual property laws. The Product and Documentation are licensed hereunder and not sold.
- GRANT OF LICENSE. TerraGo grants You a non-exclusive, nontransferable, revocable license to install the Product and use for internal business purposes only the Product and Documentation provided You comply with all the terms and conditions of this Agreement. The type of license grant is set forth in Your purchase order, statement of work or other similar
- "Single-User Perpetual License" means that You shall have the right to permit one (1) authorized end user to install the Product and use the Product and Documentation on one (1) standalone computer or mobile device for use solely by such end user on such computer or mobile device. Remote access is not permitted without a Remote Access License and the written consent of
- “Concurrent Perpetual License” means that You shall install the License Manager on one (1) server on your Network that will provide the fixed number of licenses to computers on your Network. You shall have the right to install the Product and Documentation on any number of computers on your network. However you shall only be licensed for the number of simultaneous users as the number of licenses purchased. All users must remain connected to the same network as the License Manager for the use of the Product to be licensed.
- "Server Perpetual License" means that You shall have the right to install the Product and use the Product on one (1) server to provide services to multiple users on the same or other computers or mobile devices.
- “Remote Access License” means that You shall have the right to install the Product on one (1) server that provides remote access, such as a Terminal Server or Citrix Server, to up to 500 users. The individual rights are the same as a “Single-User Perpetual
- “Commercial Single-User Perpetual License” means that You shall have the right to install the Product on one (1) computer for the purpose of publishing GeoPDF®-based products or rights-enabling other geospatial products that can be sold or delivered to third
- “Commercial Server Subscription License” means that You shall have the right to install the Product on one (1) server for the purpose of external publishing of GeoPDF-based products that can be sold or
ered to third parties.
- ”Educational Use License" means that You shall have the same rights to the Product and Documentation as a Single-User Perpetual License except that the computer on which the Product is installed and used shall be a desktop computer in a university lab and the Product and Documentation were purchased for Educational Use only. To be granted an Educational Use License, You represent and warrant that You are an employee or student of the educational institution. Products or Documentation licensed pursuant to an Educational Use License shall be used for educational and research purposes only. Commercial and general production use of Products or Documentation licensed pursuant to an Educational Use License are specifically prohibited. The duration of the Educational Use License is one (1) year, from the date on which the Product license keys are made available to You, unless otherwise agreed upon in writing by
- “Evaluation License" means that You shall have the same rights to the Product and Documentation as a Single-User Perpetual License, but the product cannot be used for any productive or commercial purpose. If You do not opt to purchase an ongoing license to the Product and Documentation at the end of the evaluation period authorized by TerraGo, any files (without limitation) created that relate in any manner to Your use of the Product or Documentation must be either returned or destroyed and You shall provide a signed affidavit to TerraGo stating that You have either returned or destroyed the Product and Documentation.
- ADDITIONAL LIMITATIONS. You may not modify, adapt, reverse engineer, decompile, disassemble, de- encrypt, copy, make derivative works of, translate or otherwise attempt to discover the source code of the Product or Documentation, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend, transfer, or redistribute the Product or Documentation or Your license to the Product or Documentation, or host the Product for third parties without prior written consent from TerraGo Technologies. The Product including (without limitation) any component parts are licensed as one (1) product. The Product may include copy protection technology to prevent the unauthorized copying of the Product or may require original media for use of the Product. You may not make copies of the Product or any components of the product, or circumvent (or attempt to circumvent) any copy protection technology included in the Product. The Product, and any output generated directly or as a derivative of using the Product, may not be resold by Licensee without the purchase of a Commercial license or the prior written permission of TerraGo. All rights not expressly granted to You are reserved and retained by TerraGo. This Agreement does not grant you any intellectual property rights in the
- The use of any TerraGo products for the primary purpose of rights-enabling output from non-TerraGo systems is limited to a maximum of 500 maps or images per year, unless a Commercial or other specific license is granted from
- For Single-User License implementations, a valid TerraGo Product license is required for each originating GIS system, node, or instance from which GeoPDF maps or images are to be published, viewed, or consumed unless otherwise approved by
- Third Party Software. TerraGo represents that it currently has in place, or shall obtain, a license to use any third party software that is embedded into the Product and TerraGo shall grant a sublicense to You to use the third party software pursuant to the terms of this
- LizardTech, Inc.: Portions of the LizardTech, Inc. computer program are copyrighted (c) 1995- 2005 LizardTech, Inc. All rights reserved. MrSID is protected by U.S. Patent No. 5,710,835. Foreign Patents
- If the Product contains any Adobe PDF Library technology, then the following additional provisions apply to this Agreement: (i) Adobe Systems Incorporated (“Adobe”) and its suppliers make no warranties, express or implied, as to merchantability, fitness for any particular purpose or non- infringement; (ii) Adobe and the Adobe PDF Libraries are either registered trademarks or trademarks of Adobe in the United States or other countries; and (iii) Adobe is a third party beneficiary to this Agreement.
- TERM AND TERMINATION. The term of this Agreement shall commence on the date of delivery of the Product and shall terminate in accordance with the type of license granted in Section 1. Notwithstanding the foregoing, either party will have the right to terminate this Agreement immediately by delivery of written notice to the other party if the other party is in material breach of any warranty, term, condition or covenant of this Agreement, and the breaching party has failed to cure that breach within thirty (30) calendar days after receiving written notice of that breach and of the non-breaching party's intention to terminate
- INTELLECTUAL PROPERTY RIGHTS. All rights, title and interest (including any copyright or other intellectual property rights) in and to the Product, and any copies of the Product or Documentation are owned by TerraGo. All right, title and interest in and to any content that is not contained in the Product, but that may be accessed through use of the Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws. Any trademark, trade name, copyright, or other proprietary notices, legends, symbols or labels appearing on or in the Product provided to Licensee shall not be removed or altered and shall be accurately reproduced by Licensee on any and all copies of the Product. The Product is owned by TerraGo and its suppliers, and its structure, organization and code are the valuable trade secrets of TerraGo and its suppliers. GeoPDF® is a registered trademark of TerraGo Technologies. TerraGo GeoPDF® products use georegistration techniques protected by U.S. Patent No., 7,562,289. Foreign Patents Pending.
- EXPORT RESTRICTIONS. You acknowledge that Product is of U.S. origin. You agree to comply with all applicable foreign, federal, state and local laws and regulations governing Your use of the Product. Without limiting the foregoing, in the event that this Agreement permits export of the Product outside the U.S., You shall be solely responsible for compliance with all applicable U.S. export laws, rules, and regulations. The Product is subject to the U.S. Export Administration Regulations and other U.S. law, and may not be exported or re-exported to certain countries (currently Cuba, Iran, Libya, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports (including those (a) on the Bureau of Industry and Security Denied Parties List or Entity List, (b) on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and (c) involved with missile technology or nuclear, chemical or biological weapons) All rights to use the Product are granted on condition that such rights are forfeited if you fail to comply with the terms of this
- LIMITED WARRANTY
- Warranty. TerraGo warrants that for a period of ninety (90) days from the date of license (“Warranty Period”), under normal use, the Product will perform substantially in conformance with the specifications published in the Documentation. During such period, and as the sole obligation and Licensee’s sole remedy for the warranty provided in this Section, if Licensee provides written notice of TerraGo failure to comply with the above warranty within the warranty period, TerraGo will use commercially reasonable efforts to correct such nonconformity in the Product. In addition, if TerraGo determines it is not commercially reasonable to correct the nonconformity, TerraGo may elect to terminate the license to such Product and Documentation, upon which termination Licensee will promptly return to TerraGo all copies of such Product and Documentation. Upon receipt of the Product and Documentation from Licensee, TerraGo will return to Licensee all license fees paid to TerraGo by Licensee for such Product. This warranty set forth above does not apply to, and TerraGo shall have no obligation with respect to, any non-conformity arising as a result of (a) use of the Product other than as specified under this Agreement and the related Documentation; (b) any modification or alteration of the Product performed other than by TerraGo or its reseller, or (c) transfer of the Product to any computer or mobile device other than Yours, except as permitted in this
- Disclaimer. Other than the warranty set forth in Section 11.1 above, and to the maximum extent permitted by applicable law, TerraGo, its authorized resellers and their respective affiliates provides the Product and Documentation and any services related to the Product AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but
not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, of lack of negligence or trust the operation of the Product will be uninterrupted or error free, all with regard to the Product, and the provision of or failure to provide services.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERRAGO, ITS SUPPLIERS, ITS AUTHORIZED RESELLERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF SAVINGS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TERRAGO, EVEN IF TERRAGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days. This warranty gives you specific legal rights. You may have other rights which vary from state to state or jurisdiction to
- Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of TerraGo, its resellers and their respective affiliates under any provision of this License and Your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by You for the Product or USD $25.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- NOTICE TO U.S. GOVERNMENT END USERS
- TerraGo asserts that the Product consists of commercial computer software and commercial computer software documentation as defined in the Federal Acquisition Regulation (“FAR”) and the Defense Federal Acquisition Regulation Supplement (“DFARS”). If acquired by or on behalf of any agency, component or entity of or within the United States Department of Defense ("DOD"), the U.S. government Customer’s/Licensee’s rights to use, modify, reproduce, release, perform, display or disclose the Product, if any, is as identified in this License Agreement consistent with 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors, and: 48 C.F.R. 227.7201 through 227.7202-4, and its successors. This Notice to U.S. Government Endusers clause, consistent with 48 C.F.R. 227.7202, is applicable to the Product and is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data solely with respect to the
- If acquired by or on behalf of any agency, component or entity of the United States Government other than the Department of Defense agencies, the U.S. government Customer’s/Licensee’s rights to use, modify, reproduce, release, perform, display or disclose the Product, if any, is as identified in this License Agreement as specified in 48 C.F.R. 12.212 (Computer Software), 12.211 (Technical Data) and 27.405-3, of the FAR and its successors.. This Notice to U.S. Government Endusers clause, consistent with 48 C.F.R. 27.405-3, is applicable to the Product and is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data solely with respect to the
- GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not Any legal action or proceeding arising under
this Agreement will be brought exclusively in the federal or state courts located in the State of Georgia and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
- You may not assign this Agreement or any right or interest hereunder, by operation of law or otherwise, without TerraGo’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
- CUMULATIVE REMEDY. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or
- If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
- All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed email or facsimile transmission, by overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
- FORCE MAJEURE. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of
- The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
- ENTIRE AGREEMENT. Unless explicitly specified in writing by TerraGo and Licensee that terms of this Agreement are superseded or to be survived by the terms of a different agreement, this Agreement constitutes the entire and exclusive agreement between the parties concerning its subject matter. Without such explicitly written statement to the contrary, the terms and conditions contained in any customer purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by TerraGo and will be deemed null and of no
- COMPLIANCE WITH LICENSES. If You are a business, company or organization, You agree that upon request from TerraGo, its authorized reseller or their respective affiliates You will within thirty (30) days fully document and certify that use of any and all Product at the time of the request is in conformity with
alid licenses from TerraGo.