This License Agreement ("License Agreement") is entered into by users ("Licensee") of
the Backup My Org product (“Software”) and GEO Jobe GIS Consulting ("Company").
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.
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.
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
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.
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 connector instances in which
Licensee can connect to and administer via the Software. There are no exceptions or
discounts for non-production instances of ArcGIS Online or ArcGIS Enterprise. The use of
Software to connect to unauthorized ArcGIS Online or ArcGIS Enterprise Instances is a
violation of this License Agreement. The number of connector instances authorized for
use via the Software will be documented in the executed Software purchase order and
4.5 Complimentary Software
No complimentary GEO Jobe Products will be given in tandem with Backup My Org.
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.
5.1 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.
6.1 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, reexport,
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 or contracted 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.
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
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.