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LIMITED DATA USAGE AGREEMENT
IMPORTANT: THIS IS A LEGALLY BINDING AGREEMENT. READ IT CAREFULLY. THIS IS AN AGREEMENT (“AGREEMENT”) BETWEEN YOU THE DOWNLOADER (“DOWNLOADER”) AND GEOENVIRONMENT TECHNOLOGIES, LLC (“GEOENVIRONMENT”), LOCATED AT 103 E. LEMON AVE., SUITE 212 MONROVIA, CA 91016. THIS AGREEMENT GIVES DOWNLOADER CERTAIN LIMITED RIGHTS TO USE CERTAIN GEOENVIRONMENT DATA, DATA PRODUCTS, AND ELECTRONIC DOCUMENTS ACCESSED DURING THE SINGLE LOG-ON SESSION IMMEDIATELY AFTER AGREEING TO THIS AGREEMENT (“MATERIALS”). BY CHOOSING “ACCEPT” YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING OR OTHERWISE ACCESSING THE MATERIALS, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, ALL ACCESS
1. Grant of License
This Agreement gives Downloader certain limited rights to access and use the Materials. All rights not specifically granted in this Agreement are reserved to Geoenvironment.
Geoenvironment reserves exclusive data ownership and the right to grant usage and access rights to the Materials. Geoenvironment hereby grants to Downloader a personal, nonexclusive, nontransferable license to use the Materials based on the terms and conditions of this Agreement. Downloader agrees to use reasonable efforts to protect the Materials from unauthorized use, reproduction, distribution, or publication. Use and/or access to Materials during the logged-in session immediately following agreement hereto does not grant or imply any right of Downloader to later or continued access to the Materials or to later-created Materials. Downloader agrees that it does not have, and does not obtain by way of this Agreement or access of Materials following agreeing to this Agreement, any rights in or to the Materials or access thereto. Downloader hereby waives and disclaims any and all existing or contingent rights in and to the Materials and access thereto.
2. Proprietary Rights
Downloader acknowledges that the Materials are owned by Geoenvironment and contain proprietary and confidential property of Geoenvironment. All intellectual property rights and all other property and other rights in relation to the Materials are owned by Geoenvironment.
Derivative data and derivative works will continue to be subject to the terms and conditions of this Agreement. Ownership of all intellectual properties deriving from the Materials and intellectual property rights to the Materials will be retained by Geoenvironment. Downloader agrees to assign and hereby does assign and shall assign all intellectual properties created and derived from the Materials to Geoenvironment.
3. Use of Materials
Downloader may use the Materials for non-commercial purposes or internal use only and may redistribute hard or soft copies of the Materials or any data, reports, images, and analysis therein or derived therefrom for personal or internal use only. Downloader will not share, publish, or otherwise release any findings or conclusions derived from analysis of the Materials without prior written approval from Geoenvironment. The Materials will be used solely for non-commercial purposes, and not for any commercial, administrative, proprietary, or law enforcement purposes.
Downloader shall not sell, market, rent, lease, sublicense, lend, assign, time-share, distribute or transfer, in whole or in part, the Materials, any updates, or Downloader’s rights under this Agreement. Downloader shall not reverse engineer, decompile, or disassemble the Materials in an attempt to duplicate the proprietary and copyright-protected Geoenvironment data model(s) and/or export format(s). Downloader shall not remove or obscure any Geoenvironment copyright, proprietary or trademark notices.
Downloader agrees to establish appropriate administrative, technical, and physical safeguards to protect the confidentiality of the Materials and to prevent anyone other than Downloader from using or accessing them.
The Materials and any proprietary or confidential information (collectively, “Confidential Information”) provided hereunder shall be held in confidence by Downloader and shall not be disclosed or used for any purpose other than as expressly provided in this Agreement without the prior written consent of Geoenvironment. Downloader shall: a) protect the Confidential Information of Geoenvironment with at least the same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable degree of care, and b) instruct its employees and all other parties who are authorized to have access to the Confidential Information of the restrictions contained in this Agreement.
5. Representations and Warranties
THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
WITHOUT LIMITING THE FOREGOING, GEOENVIRONMENT DOES NOT WARRANT THAT: A) THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE OR CORRECT; B) THE MATERIAL FILES WILL BE SECURE; C) THE MATERIALS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; E) THE MATERIALS AND ACCOMPANYING FILES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; F) THE RESULTS OF USING THE MATERIALS WILL MEET DOWNLOADER’S REQUIREMENTS; DOWNLOADER’S USE OF THE MATERIALS IS SOLELY AT DOWNLOADER’S OWN RISK.
6. Exclusive Remedy and Limitation of Liability
GEOENVIRONMENT’S ENTIRE LIABILITY AND DOWNLOADER’S EXCLUSIVE REMEDY FOR BREACH SHALL BE TO TERMINATE THIS AGREEMENT UPON DOWNLOADER RETURNING THE MATERIALS TO GEOENVIRONMENT.
IN NO EVENT SHALL GEOENVIRONMENT BE LIABLE UNDER CONTRACT OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE MATERIALS A) FOR ANY DIRECT DAMAGES, OR B) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
Downloader will indemnify and hold Geoenvironment harmless from and against any and all loss, cost, expense, liability, or damage, including, without limitation, all reasonable attorneys’ fees and court costs arising from the: a) Downloader’s misuse or unauthorized use of the Materials; b) Downloader’s violation of the terms of this Agreement; or c) infringement by Downloader of any third party of any intellectual property or other right of any person or entity contained in the Materials. Such losses, costs, expenses, damages, or liabilities shall include, without limitation, all actual, special, and consequential damages.
8. Injunctive Relief
Downloader acknowledges and agrees that any disclosure, use or misappropriation of Confidential Information of Geoenvironment in violation of this Agreement may cause Geoenvironment irreparable harm and that monetary damages may be inadequate to compensate Geoenvironment for Downloader’s failure to comply. Accordingly, Downloader agrees that Geoenvironment will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages to enforce the terms of this Agreement.
9. Term and Termination
This Agreement will commence upon Downloader’s downloading or otherwise accessing the Materials and will continue in effect until terminated as set forth in this Agreement or as agreed to in writing signed by both parties. Geoenvironment may immediately terminate this Agreement upon a material violation of this Agreement.
Upon termination of this Agreement, Downloader shall then return to Geoenvironment all copies of the Materials. The parties hereby agree that all provisions that operate to protect the rights of Geoenvironment shall remain in force should breach occur.
10. Integration and Severability
This Agreement represents the entire agreement between Downloader and Geoenvironment with respect to the downloading and use of the Materials, and supersedes all prior or contemporaneous communications and proposals between Downloader and Geoenvironment with respect to downloading or using the Materials. If any part of this Agreement is found to be unenforceable or invalid, the balance of the Agreement shall remain valid and enforceable according to its terms.
11. Governing Law, Venue and Litigation
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to conflicts of law principles. All disputes under this Agreement will be resolved in the applicable state or federal courts of Texas. Downloader consents to the jurisdiction of such courts and waives any jurisdictional or venue defenses otherwise available. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
12. No Agency or Partnership
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect outside of the terms described within this Agreement.