This License Agreement ("License Agreement") is entered into by users ("Licensee") of the Admin Tools for Portal product (“Software”) and GEO-Jobe GIS Consulting ("Company").
1. DEFINITIONS
Definitions - The terms used herein are defined as follows: a. "Software" means all or any portion of Company’s proprietary software technology, data, or documentation supplied, regardless of the format or content. b. "Derivative Works" means any products, services, or methods created using, incorporating, or derived from the Software supplied or from other Derivative Works. Derivative Works may consist of collective works of authorship.
2. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
The Software is licensed and not sold. Company owns the Software, which is protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. Licensee agrees to keep all attribution and copyright notices included in the Software wholly intact.
3. TERM
This License Agreement is effective upon execution of the Software purchase order. Licensee may terminate this License Agreement or Software license at any time by providing written notice to Company. Upon termination of this License Agreement or Software license, Licensee will (i) stop using the Software; and (ii) uninstall, remove and destroy all copies of the Software and deliver evidence of these actions to Company.
4. GRANT OF LICENSE
4.1 Grant of License to Licensee
Subject to the terms of this License Agreement, Company grants to Licensee a nonexclusive, nontransferable license to use and execute the Software. All other rights are reserved to Company.
4.2 License Type The license usage model is a subscription model.
4.3 Maintenance Company shall provide Licensee with software maintenance for the Software. Software maintenance shall include bug fixes, software patches, security patches, enhancements and technical support.
4.4 Limits on Usage Software is licensed based on the number of Portal for ArcGIS instances in which Licensee can connect to and administer via the Software. There are no exceptions or discounts for non-production instances of Portal for ArcGIS. The use of Software to connect to unauthorized Portal for ArcGIS Instances is a violation of this License Agreement. The number of Portal for ArcGIS instances authorized for use via the Software will be documented in the executed Software purchase order and associated quote.
4.5 Complimentary Software No complimentary GEO Jobe Products will be given in tandem with Admin Tools for Portal.
4.6 Express Prohibition on Patenting
Licensee may not, under any circumstances, incorporate the Software into any product, process, or method to be patented or protected by similar rights granted. Additionally, Software shall not be used in any preferred embodiments of patented products, processes, or methods. Any attempts to seek a patent or similar right incorporating Software shall render this License void, and all rights granted under this License shall be immediately revoked.
4.7 Technology Neutrality
The rights granted herein apply in any media or format, whether presently used or hereafter devised. These rights include the right to make any modifications necessary in order make use of Software on platforms for which it was not intended. If such modifications are made, any attribution and copyright notices included in the Software shall be included and left wholly intact.
5. DISCLAIMERS AND LIMITATION OF LIABILITY
5.1 Disclaimer of Certain Types of Liability
COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.2 Disclaimer of Indemnity
COMPANY SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, SALES, OR BUSINESS EXPENDITURES; LOST INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. GENERAL PROVISIONS
6.1 Export Control Regulations
Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, or provide the Software, in whole or in part, to (i) any country to which the United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; (iv) any person or entity where such export, re-export, or provision violates any U.S. export control laws or regulations, including amendments and supplemental additions as they may occur from time to time; or (v) any person not employed by the Licensee. Licensee shall not export the Software or any underlying information or technology to any facility in violation of these or other applicable laws and regulations, including but not limited to the terms of any export license or licensing provision. Licensee represents and warrants that it or its employees, consultants, or customers who gain access to the Software are not a national, resident, located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls.
6.2 Severability
The parties mutually agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
6.3 Successor and Assigns
Licensee shall not assign or transfer Licensee's rights or delegate its obligations under this License Agreement without the prior written consent of Company, and any attempt to do so without consent shall be void.
6.4 Equitable Relief
Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Company shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief.
6.5 Governing Law
This License Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
6.6 Entire Agreement
This License Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein. Additional or different terms included with an order or other document shall not be binding upon Company. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party.