Contracts & Agreements_149-2018 - Laserfiche WebLink

Home Browse Search

PLEASE READ THIS PRODUCTS AGREEMENT CAREFULLY BY ACCEPTING THIS AGREEMENT EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING A QUOTE YOU AGREE TO BE BOUND BY THIS PRODUCTS AGREEMENT THE QUOTE AND ALL TERMS INCORPORATED BY REFERENCE IF YOU DO NOT AGREE TO ALL OF THESE TERMS DO NOT ACCESS OR USE YOU MUST NOT ACCEPT THIS PRODUCTS AGREEMENT AND NOT USE ANY NEARMAP PRODUCTS AND SERVICES PRODUCTS AGREEMENT Recitals A Nearmap is a provider of aedai photography and associated products and services B Nearmap agrees 10 supply the Licensee with the Products described in the Quote subject to the terms of this agreement and the Schedules which together make up the legal agreement between the Licensee and Nearmap (Agreement) Definitions of capitalized words are set out in section 18 of the Agreement 1 GRANT OF LICENSE TO USE PRODUCTS 1 1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fee Nearmap grants to the Licensee a limited non exclusive non transferrable license for the Term to use the Products in the Coverage Area for the Permitted Purpose (License) 12 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Authorized Users If you exceed the total number of Authorized Users you will be in breach of thss Agreement 13 Renewal Upon the expiration of the initial Term this Agreement subject to any amendments to this Agreement required by Neammap shall be renewed automatically for successive fenewa[ terms of twelve (12) months each (each a Renewal Term) unless terminated by either party by providing at least 30 days written notice of its intention not to renew this Agreement prior to the expiry of the initial Term or any current Renewal Term The Licensee will receive notice of any pricing changes or changes to the terms of this Agreement prior to the commencement of each Renewal Term If Auto Renew is marked "No in the Quote this section 1 3 is not applicable to the Licensee 1.4 Replacement Product Nearmap may from time to time supply the Licensee vnth a replacement Product of no lesser quality than the previously supplied Product at its absolute discretion If requested by Nearmap the Licensee must slop using any previously supplied Product and use the replacement Product from date of delivery from Nearmap 15 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap in a reasonably prominent manner (by display of the Nearmap logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee use copy modify or distribute Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark or other Nearmap attribution in any Product or Derivative Works 16 Periodic Data Allowance Nearmap measures data usage by the Licensee under this License In using the Products the Licensee's consumption of data in the Period must not exceed the Periodic Data Allowance The following conditions apply to the Licensee's Periodic Data Allowance (a) the Periodic Data Allowance used by the Licensee will be calculated at the end of every Period based on the total data usage of all users who access and use the Licensee's Nearmap account during that Period (b) if the Licensee elects to download Products available to the Licensee on the Website, this will be applied to the Periodic Data Allowance The Licensee may have the option to elect to download high resolution images Downloading these images will use a higher portion afthe Periodic Data Allowance than downloading a lower resolution image (c) if the amount of data consumed by the Licensee in any given Period is less than the Periodic Data Allowance the balance will not be rolled over to a following Period (d) the Licensee agrees that Nearmap may charge the Licensee additional fees, up to a maximum of the Excess Data Rate for any use by the Licensee of the Products resulting in data consumption in excess of the Periodic Data Allowance, (e) Nearmap will provide notice to the Licensee if it exceeds its Periodic Data Allowance for any Period and (f) if the Licensee exceeds the Penodac Data Allowance Nearmap may in its absolute discretion elect to (i) restrict the Licensee's access to the Producis until the Periodic Data Allowance is reset or until additional fees are paid or (ll) immediately cease the Licensees access to the Products for the remainder of the Period 17 Unavailability Subject to section 12 if a Product is not available for a period of 3 consecutive days the Term will be extended by the period of unavailability 2 RESTRICTIONS ON RIGHT TO USE PRODUCTS 21 Permitted Purpose The Products most only be used for the Permitted Purpose 2.2 No right to distribute, transfer, resell, assign or sublicense This License is granted only to the Licensee The Licensee must not distribute transfer resell assign, rent lease or sublicense any Product or any of the Licensee's rights under this License vAthout Nearmap's prior written consent Nearmap US Inc. Version 29 May 2018 2.3 No third party access Unless otherwise provided in this Agreement the Licensee must not make any Product available in any medium or manner to any third party (including the Licensee's subsidiaries and affiliates) 2.4 Employees The Licensee may make Products available to any employee, subject 10 that person complying wish the terms of the Agreement as if they were a party to it and the total number of Authorized Users has not been exceeded The Licensee is responsible and liable for any Authorized User who uses the Licensee's account access details or uses Products made available to the Licensee in breach of this Agreement including without limitation for any additional fees that become payable if the Licensee exceeds the number of Authorized Users 2.5 No machine learning The Licensee must not conduct machine learning work which Includes but is not limited to any (a) machine learning models (including the model form and model parameters), (b) outputs of machine [earning models (c) software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such prediction, or (d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data 2.6 No caching and creation of database Except as expressly permitted under this Agreement the Licensee is not permitted to (a) use its access to the Products under this Agreement for the purposes of creating a database of imageries for resale distribution sub -license or other commercial purposes and mass downloads or bulk feeds of any imagery and (b) pre -fetch retrieve cache index or store any Content or portion of the Products 27 Limits on use of Website In the Licensee's use of the Website, the Licensee must not (without the prior written consent of Nearmap) (a) provide a link to another URL (b) upload content or other information to the Website, (c) do anything to damage interfere or disrupt access to the Website or do anything which might impair its functionality (d) use the Website in anyway to send unsolicited (commercial or otherwise) a mad or any materia[ for marketing or publicity purposes or any similar abuse of either (e) publish post distribute disseminate or otherwise transmit defamatory offensive infringing obscene indecent or other unlawful or objectionable or confidential material or information, make available upload or distribute by any means any materfat or files that contain any viruses bugs, corrupt data trojan horses , warms or any other harmful software, (g) remove any content or information from the Website other than that permitted under the terms of this License, (h) falsify the true ownership of a Product or other material or information made available via the Website (i) obtain or attempt 10 obtain unauthorized access through whatever means to the Website (j) use the Website other than in accordance with the Agreement (k) attempt any of the above acts or engage encourage or permit another person to do any of the above acts, or (1) provide or allow access which exceeds the total number of Authorized Users in connection with use of the Product 2.8 Breach If the Licensee breaches any of sections 2 1 to 2.5 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6,2 restrict the Licensee's access to the Products and/or take any other steps available to it at law 3 THE LICENSEE'S ACCESS TO PRODUCTS AND SERVICES 31 Any password/ID issued by Nearmap to an Authorized User is personal and confidential to that Authorized User If Nearmap suspects that any password/ID is being used by an unauthorized user by a different Authorized User to the person whom it was issued to or the number of Authorized Users has been exceeded Nearmap may (a) cancel that password/10, (b) restrict the Licensee's access to the Product including but riot limited to law resolution imagery for the remainder of the month, (c) immediately cease the Licensee's access to the Product