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| | Licensing Information
GeoSelect Licensing Information
These license types are available:
Developers License, Server License and Enterprise License.
Click on the desired license to view the full license agreement. |
| Developer License |
Permits installation on any number of servers for
Development and Evaluation Purposes only. Note:
The Developer Licenses is a fully functional working copy. |
| Server License |
Permits installation on a single server computer. Provides
for either a user specified capped number of resolutions or an
uncapped level of resolutions. |
| Enterprise License |
Permits installation on an unlimited number of servers.
Provides for unlimited number of resolutions. |
 |
GEOBYTES GEOSELECT LICENSE AGREEMENT
(Developer License)
This Agreement is made between geobytes, inc. (geobytes) And You and your organization as The Licensee (The Licensee).
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING GEOSELECT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE GEOSELECT.
DEFINITIONS:
“GeoSelect” -, includes the following components:
GeoNetMap Database - a geographical Internet User Location Database, and
GeoServer- web server software, which provides the functionality to customize a web page to the location of the viewer in real-time, and
GeoLyzer – a tool to process any delimited data files that contain IP addresses and update them with the geographical locations.
GeoServer and GeoLyzer use the GeoNetMap Data to perform the location resolutions.
TITLE AND OWNERSHIP:
Title to and ownership of GeoSelect resides in geobytes. The Licensee acknowledges that title to and ownership of GeoSelect shall at all times remain with geobytes.
Any reproduction of any portion of GeoSelect by The Licensee will include any proprietary and statutory copyright notices present in the originals received from geobytes.
The Licensee is granted the right to use geobytes’ name, copyright, logos, trade names and trademarks for the purposes of identification of GeoSelect under this Agreement. Further, geobytes’ name will be used only in an ethical and commercially reasonable manner, for the Services developed under this Agreement. All other applicable rights to patents, copyrights, trademarks, and trade secrets on GeoSelect remain with geobytes.
TERMS:
This Agreement shall be effective from the date of
purchase and shall remain in effect for a
12 Month Period thereafter, unless terminated earlier as provided herein.
LICENSE GRANT:
geobytes explicitly grants The Licensee a non-exclusive license to install and use
GeoSelect for development and evaluation purposes
only, for the term of this agreement.
License to rent, lend, transfer, distribute, on-sell or provide GeoSelect in whole or in part, or any services based on GeoSelect, is explicitly denied.
The Licensee acknowledges that it has no rights to Geobytes’ technology, which is used to produce the GeoNetMap component of GeoSelect.
TERMINATION:
This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by removing from your system and destroying all copies of GeoSelect and the accompanying documentation. Unauthorized copying of the software or the accompanying documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall immediately cease and The Licensee shall:
1. promptly cease provision of services based in whole or in part on GeoSelect;
2. promptly cease the distribution of and/or the provision of services based on GeoSelect to any end-users;
3. remove any incidences of GeoSelect.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this Agreement shall be limited to the amount actually received by geobytes in connection with the provision of GeoSelect under this Agreement.
Notwithstanding the foregoing, in no event shall geobytes or its Suppliers or Resellers be
Liable to You as the Licensee, or Any other person for any indirect, special, incidental or consequential damages of any character including, but not limited to damages for Loss of Goodwill, Work Stoppage, Computer Failure or Malfunction, loss of data, loss of profits, or any and all other commercial damages or losses arising from, or relating in any manner to, this Agreement, however caused and regardless of theory of liability.
Geobytes makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise, and Geobytes specifically disclaims any implied warranties of merchantability, noninfringement and fitness for a particular purpose. Geobytes does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You assume the responsibility for the selection of your requirements, software, and hardware to achieve your intended results; for installation; for use; and that the operations of the Software will be uninterrupted or error free.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF GEOSELECT OR RELATING TO THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient right, title and interest in and to GeoSelect to enter into this Agreement and further warrants that it has not been notified by a third party of a possibility that GeoSelect might infringe any patent, copyright or other proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal or equitable proceeding against the other party seeking to enforce or interpret this Agreement, then each party in the proceeding shall pay their own costs, expert and professional fees, and attorney fees, including costs and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, provided that the party experiencing such delay promptly notifies the other party of the delay.
CONFIDENTIAL INFORMATION:
The Licensee agrees not to intentionally disclose or intentionally make available to any third party information received from geobytes in any form without the express written approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by either party without the prior written approval of the other party; provided that geobytes may assign its rights to its affiliates or to any purchaser of all or substantially all of its business, and The Licensee may assign its rights hereunder, or any portion thereof, to any subsidiary or affiliate of The Licensee or to any purchaser of all or substantially all of its business. Further, The Licensee 's rights and obligations under this Agreement may be exercised and performed in whole or in part by any subsidiary or affiliate of The Licensee, provided that The Licensee shall continue to be responsible to geobytes for the performance of its obligations under this Agreement. Subject to the limitations heretofore expressed, this Agreement shall inure to the benefit of and be binding upon the parties, their successors, administrators, heirs and assigns.
MODIFICATION:
This Agreement constitutes the entire Agreement of the parties as to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall not be modified, except by a written Agreement signed by duly authorized representatives of geobytes and The Licensee.
ENTIRE AGREEMENT:
This Agreement constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. |
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GEOBYTES GEOSELECT LICENSE AGREEMENT
(Server License)
This Agreement is made between geobytes, inc. (geobytes) And You and your organization as The Licensee (The Licensee).
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING GEOSELECT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE GEOSELECT.
DEFINITIONS:
“GeoSelect” -, includes the following components:
GeoNetMap Database - a geographical Internet User Location Database, and
GeoServer- web server software, which provides the functionality to customize a web page to the location of the viewer in real-time, and
GeoLyzer – a tool to process any delimited data files that contain IP addresses and update them with the geographical locations.
GeoServer and GeoLyzer use the GeoNetMap Data to perform the location resolutions.
TITLE AND OWNERSHIP:
Title to and ownership of GeoSelect resides in geobytes. The Licensee acknowledges that title to and ownership of GeoSelect shall at all times remain with geobytes.
Any reproduction of any portion of GeoSelect by The Licensee will include any proprietary and statutory copyright notices present in the originals received from geobytes.
The Licensee is granted the right to use geobytes’ name, copyright, logos, trade names and trademarks for the purposes of identification of GeoSelect under this Agreement. Further, geobytes’ name will be used only in an ethical and commercially reasonable manner, for the Services developed under this Agreement. All other applicable rights to patents, copyrights, trademarks, and trade secrets on GeoSelect remain with geobytes.
TERMS:
This Agreement shall be effective from the date of
purchase and shall remain in effect for a
12 Month Period thereafter, unless terminated earlier as provided herein.
LICENSE GRANT:
geobytes explicitly grants The Licensee a non-exclusive license to install and use one (1) instance of GeoSelect for the term of this agreement.
License to rent, lend, transfer, distribute, on-sell or provide GeoSelect in whole or in part, or any services based on GeoSelect, other than as granted herein, is explicitly denied.
The Licensee shall pay geobytes license fees in the amount and on terms as specified in Attachment A – License Fees attached hereto.
The Licensee acknowledges that it has no rights to Geobytes’ technology, which is used to produce the GeoNetMap component of GeoSelect.
MARKETING:
During the term of this Agreement, The Licensee may include GeoSelect Service description and information in any of The Licensee’s literature. The distribution of such literature by The Licensee will be at the expense of The Licensee. The Licensee may, at their option and expense, prepare its own promotional literature relating to GeoSelect and The Licensee’s Service, and distribute the same to its sales force and customers.
TERMINATION:
This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by removing GeoSelect from their system and destroying all copies of GeoSelect and the accompanying documentation. Unauthorized copying of the software or the accompanying documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall immediately cease and The Licensee shall:
1. promptly cease provision of services based in whole or in part on GeoSelect;
2. promptly cease the distribution of and/or the provision of services based on GeoSelect to any end-users;
3. remove any incidences of GeoSelect.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this Agreement shall be limited to the amount actually received by geobytes in connection with the provision of GeoSelect under this Agreement.
Notwithstanding the foregoing, in no event shall geobytes or its Resellers be
Liable to You as the Licensee, or Any other person for any indirect, special, incidental or consequential damages of any character including, but not limited to damages for Loss of Goodwill, Work Stoppage, Computer Failure or Malfunction, loss of data, loss of profits, or any and all other commercial damages or losses arising from, or relating in any manner to, this Agreement, however caused and regardless of theory of liability.
Geobytes makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise, and Geobytes specifically disclaims any implied warranties of merchantability, noninfringement and fitness for a particular purpose. Geobytes does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You assume the responsibility for the selection of your requirements, software, and hardware to achieve your intended results; for installation; for use; and that the operations of the Software will be uninterrupted or error free.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF GEOSELECT OR RELATING TO THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient right, title and interest in and to GeoSelect to enter into this Agreement and further warrants that it has not been notified by a third party of a possibility that GeoSelect might infringe any patent, copyright or other proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal or equitable proceeding against the other party seeking to enforce or interpret this Agreement, then each party in the proceeding shall pay their own costs, expert and professional fees, and attorney fees, including costs and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, provided that the party experiencing such delay promptly notifies the other party of the delay.
CONFIDENTIAL INFORMATION:
The Licensee agrees not to intentionally disclose or intentionally make available to any third party information received from geobytes in any form without the express written approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by either party without the prior written approval of the other party; provided that geobytes may assign its rights to its affiliates or to any purchaser of all or substantially all of its business, and The Licensee may assign its rights hereunder, or any portion thereof, to any subsidiary or affiliate of The Licensee or to any purchaser of all or substantially all of its business. Further, The Licensee 's rights and obligations under this Agreement may be exercised and performed in whole or in part by any subsidiary or affiliate of The Licensee, provided that The Licensee shall continue to be responsible to geobytes for the performance of its obligations under this Agreement. Subject to the limitations heretofore expressed, this Agreement shall inure to the benefit of and be binding upon the parties, their successors, administrators, heirs and assigns.
MODIFICATION:
This Agreement and Attachment A below, constitutes the entire Agreement of the parties as to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall not be modified, except by a written Agreement signed by duly authorized representatives of geobytes and The Licensee.
ENTIRE AGREEMENT:
This Agreement and Attachment A below, constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
ATTACHMENT A - LICENSE FEES
In consideration of the rights granted The Licensee by geobytes in the License Agreement to which this Attachment A is a part, The Licensee shall pay to geobytes the license Fees as listed herein.
LICENSE FEE:
The Licensee shall pay to geobytes license fees for each instance of GeoSelect in accordance with the schedule below.
Standard Licenses - Single instance, on a single server
Daily Resolutions
Pricing Per Year
10,000 .....................................$ 500
33,000 ....................................$1,000
100,000 ....................................$1,500
233,000 ....................................$2,000
533,000 ....................................$4,000
1.1 Million ...................................$6,000
2.2 Million ...................................$8,000
Uncapped ..................................$12,000
All fees set forth in this agreement will be reviewed at the end of each anniversary of the agreement's effective date, including any renewal thereof.
All fees quoted and payments made hereunder shall be in U.S. Dollars.
TAXES
The Licensee shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, list prices do not include such expenses, and they will appear, if applicable, as separate, additional items on the invoice.
RESOLUTIONS (Applies to Capped Licenses Only):
The Licensee shall keep records adequate to verify the number of Resolutions Served. If the number of resolutions cannot be determined, then a reasonable estimate can be made.
The Licensee undertakes to notify geobytes if the average number of resolutions served over the preceding three month period, exceeds the number of resolutions as allowed by this agreement.
In the event that The Licensee exceeds the allowed number of resolutions, then The Licensee shall upgrade the license to an appropriate level, and shall promptly pay to geobytes any further license fees due. Any license fees due will be calculated in accordance with the License Fee schedule above and shall be applied to any upgrade of the licenses on a pro-rata basis for the remainder of the term of this agreement.
AUDIT (Applies to Capped Licenses Only):
The Licensee shall, for a period of one (1) year following the last day of each month, keep records adequate to verify the number of resolutions performed for the said month. If the number of monthly resolutions cannot be determined, then a reasonable estimate of the number of resolutions for that month should be recorded. geobytes shall have the right, no more than once each calendar year, to select a mutually acceptable independent Certified Public Accountant to inspect the records of The Licensee at a single location on reasonable notice and during regular business hours to verify the reports and payments made hereunder. The entire cost of such inspection shall be borne by geobytes, and such Certified Public Accountant shall not disclose to geobytes any information other than information relating to the computation and accuracy of such records. Any information as to The Licensee's customers will be treated as The Licensees CONFIDENTIAL INFORMATION and shall not be disclosed. If the audit reveals that The Licensee’s average monthly resolutions for any 6 month period has exceeded the allowable number of resolutions under the terms of this agreement by more than five percent (5%), then The Licensee shall reimburse geobytes for the audit fees. In any event, The Licensee shall promptly upgrade the licenses to an appropriate level, and shall promptly pay to geobytes any further license fees due in accordance with the above License Fee Schedule. |
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GEOBYTES GEOSELECT LICENSE AGREEMENT
(Enterprise License)
This Agreement is made between Geobytes, inc. (Geobytes) And You and your organization as The Licensee (The Licensee).
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING GEOSELECT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE GEOSELECT.
RECITALS:
Geobytes has created a geographical Internet User Location Database, and a number of software components, together known as the Geobytes’ GeoSelect Product Suite, (herein after referred to as GeoSelect); and
The Licensee desires to acquire a right and license to use GeoSelect on any number of servers within any number of sites operated by The Licensee within The Licensee itself, under the terms and conditions set forth in this Agreement; and
Geobytes is willing to grant such rights and licenses as required herein; and:
In consideration of the mutual Agreements contained in this Agreement, Geobytes and The Licensee hereby agree as follows:
DEFINITIONS:
“GeoSelect” -, includes the following components:
GeoNetMap Database - a geographical Internet User Location Database, and
GeoServer- web server software, which provides the functionality to customize a web page to the location of the viewer in real-time, and
GeoLyzer – a tool to process any delimited data files that contain IP addresses and update them with the geographical locations.
GeoServer and GeoLyzer use the GeoNetMap Data to perform the location resolutions.
TITLE AND OWNERSHIP:
Title to and ownership of GeoSelect resides in geobytes. The Licensee acknowledges that title to and ownership of GeoSelect shall at all times remain with geobytes.
Any reproduction of any portion of GeoSelect by The Licensee will include any proprietary and statutory copyright notices present in the originals received from geobytes.
The Licensee is granted the right to use geobytes’ name, copyright, logos, trade names and trademarks for the purposes of identification of GeoSelect under this Agreement. Further, geobytes’ name will be used only in an ethical and commercially reasonable manner, for the Services developed under this Agreement. All other applicable rights to patents, copyrights, trademarks, and trade secrets on GeoSelect remain with geobytes.
TERMS:
This Agreement shall be effective from the date of
purchase and shall remain in effect for a
12 Month Period thereafter, unless terminated earlier as provided herein.
LICENSE GRANT:
geobytes explicitly grants The Licensee a non-exclusive license to install and use GeoSelect on any number of servers within any number of sites operated by The Licensee within The Licensee itself for the term of this agreement.
License to rent, lend, transfer, distribute, on-sell or provide GeoSelect in whole or in material part, other than as granted herein, is explicitly denied.
The Licensee shall pay geobytes license fees in the amount and on terms as specified in Attachment A – License Fees attached hereto.
The Licensee acknowledges that it has no rights to Geobytes’ technology, which is used to produce the GeoNetMap component of GeoSelect.
MARKETING:
During the term of this Agreement, The Licensee may include GeoSelect Service description and information in any of The Licensee’s literature. The distribution of such literature by The Licensee will be at the expense of The Licensee. The Licensee may, at their option and expense, prepare its own promotional literature relating to GeoSelect and The Licensee’s Service, and distribute the same to its sales force and customers.
TERMINATION:
This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by removing GeoSelect from their system and destroying all copies of GeoSelect and the accompanying documentation. Unauthorized copying of the software or the accompanying documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall immediately cease and The Licensee shall:
1. promptly cease provision of services based in whole or in part on GeoSelect;
2. promptly cease the distribution of and/or the provision of services based on GeoSelect to any end-users;
3. remove any incidences of GeoSelect.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this Agreement shall be limited to the amount actually received by geobytes in connection with the provision of GeoSelect under this Agreement.
Notwithstanding the foregoing, in no event shall geobytes or its Resellers be
Liable to You as the Licensee, or Any other person for any indirect, special, incidental or consequential damages of any character including, but not limited to damages for Loss of Goodwill, Work Stoppage, Computer Failure or Malfunction, loss of data, loss of profits, or any and all other commercial damages or losses arising from, or relating in any manner to, this Agreement, however caused and regardless of theory of liability.
Geobytes makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise, and Geobytes specifically disclaims any implied warranties of merchantability, noninfringement and fitness for a particular purpose. Geobytes does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You assume the responsibility for the selection of your requirements, software, and hardware to achieve your intended results; for installation; for use; and that the operations of the Software will be uninterrupted or error free.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OF GEOSELECT OR RELATING TO THIS AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient right, title and interest in and to GeoSelect to enter into this Agreement and further warrants that it has not been notified by a third party of a possibility that GeoSelect might infringe any patent, copyright or other proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal or equitable proceeding against the other party seeking to enforce or interpret this Agreement, then each party in the proceeding shall pay their own costs, expert and professional fees, and attorney fees, including costs and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, provided that the party experiencing such delay promptly notifies the other party of the delay.
CONFIDENTIAL INFORMATION:
The Licensee agrees not to intentionally disclose or intentionally make available to any third party information received from geobytes in any form without the express written approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by either party without the prior written approval of the other party; provided that geobytes may assign its rights to its affiliates or to any purchaser of all or substantially all of its business, and The Licensee may assign its rights hereunder, or any portion thereof, to any subsidiary or affiliate of The Licensee or to any purchaser of all or substantially all of its business. Further, The Licensee 's rights and obligations under this Agreement may be exercised and performed in whole or in part by any subsidiary or affiliate of The Licensee, provided that The Licensee shall continue to be responsible to geobytes for the performance of its obligations under this Agreement. Subject to the limitations heretofore expressed, this Agreement shall inure to the benefit of and be binding upon the parties, their successors, administrators, heirs and assigns.
MODIFICATION:
This Agreement and Attachment A below, constitutes the entire Agreement of the parties as to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall not be modified, except by a written Agreement signed by duly authorized representatives of geobytes and The Licensee.
ENTIRE AGREEMENT:
This Agreement and Attachment A below, constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
ATTACHMENT A - LICENSE FEES
In consideration of the rights granted The Licensee by geobytes in the License Agreement to which this Attachment A is a part, The Licensee shall pay to geobytes the license Fees as listed herein.
LICENSE FEE:
The Licensee shall pay to geobytes license fees in accordance with the schedule below.
Enterprise License - unlimited number of servers
Daily Resolutions
Pricing Per Year
Uncapped .....................................$25,000
All fees set forth in this agreement will be reviewed at the end of each anniversary of the agreement's effective date, including any renewal thereof.
All fees quoted and payments made hereunder shall be in U.S. Dollars.
TAXES
The Licensee shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, list prices do not include such expenses, and they will appear, if applicable, as separate, additional items on the invoice. |
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GeoReport Service Agreement
GEOBYTES GEOREPORT SERVICE
AGREEMENT
This Agreement is made between geobytes, inc. (geobytes)
And You and your organization (You).
BY CLICKING THE "BUY NOW” BUTTON, AND/OR
INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE
GEOREPORT SERVICE, YOU AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU
MAY NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE
GEOREPORT.
TITLE AND OWNERSHIP:
Title to and ownership of GeoReport and the GeoReport
code resides in geobytes. You acknowledge that title to
and ownership of GeoReport shall at all times remain
with geobytes.
All applicable rights to patents, copyrights,
trademarks, and trade secrets on GeoReport remain with
geobytes. You agree that all information contained on a
website operated by geobytes or its affiliates, and all
information compiled by geobytes through operation of
the Geobytes GeoReport service, is the proprietary
information of geobytes. Personal information provided
by you to geobytes will be kept confidential and will
not be distributed, except in aggregate form, to any
third party. Notwithstanding the foregoing, geobytes
reserves the right to identify you to a third party
where geobytes, acting in good faith and reasonably,
believes (i) that you have infringed or violated the
right of that third party, or (ii) is necessary to
satisfy any applicable law or regulation, or comply with
legal process or a government request, (iii) that the
disclosure of such information is necessary for geobytes
to protect its legal or proprietary interests.
TERMS:
This Agreement shall be effective from the date of
purchase of your GeoReport and shall remain in effect
for the period (usually 12 months) as indicated within
your account, unless terminated earlier as provided
herein.
NON-EXCLUSIVE LICENSE:
geobytes explicitly grants you a non-exclusive license
to install the GeoReport code and to use the GeoReport
service for the terms of this agreement. License to
rent, lend, transfer, distribute, on-sell or provide
GeoReport code in whole or in part, or any services
based on GeoReport, other than as granted herein, is
explicitly denied.
You acknowledge that you have no rights to Geobytes’
technology, which is used to produce the GeoReports.
FEES AND SERVICES
The fees for the GeoReport Service are as posted at
http://www.geobytes.com/Pricing.htm#GeoReport
geobytes reserves the right to suspend or terminate
access to your GeoReport for your failure to remit
payment in a timely manner. Geobytes may change its fees
and payment policies for the GeoReport Service from time
to time. Unless otherwise stated, all fees are quoted in
U.S. Dollars. You are responsible for paying all fees,
including applicable federal, state, municipal, and
other government taxes, associated with using the
Service. Unless otherwise specified, list prices do not
include such expenses.
ACCOUNT, PASSWORD, AND SECURITY
You are solely responsible for any and all activities
that occur under your Account. You agree to notify
geobytes immediately upon learning of any unauthorized
use of your Account or any other breach of security.
From time to time, geobytes support staff may log in to
your account, under your customer password in order to
maintain or improve service, including to provide you
assistance with technical or billing issues. You hereby
acknowledge and consent to such access.
TERMINATION:
This Agreement is effective until terminated. You may
terminate this Agreement at any time by removing the
GeoReport code from your website. Failing to comply with
the terms and conditions of this Agreement will result
in automatic termination of this Agreement and will make
available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall
immediately cease and you shall remove any incidences of
the GeoReport code.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this
Agreement shall be limited to the amount actually
received by geobytes in connection with the provision of
the GeoReport service under this Agreement.
Notwithstanding the foregoing, in no event shall
geobytes or its Resellers be
Liable to You, or Any other person for any indirect,
special, incidental or consequential damages of any
character including, but not limited to damages for Loss
of Goodwill, Work Stoppage, Computer Failure or
Malfunction, loss of data, loss of profits, or any and
all other commercial damages or losses arising from, or
relating in any manner to, this Agreement, however
caused and regardless of theory of liability.
Geobytes makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise,
and Geobytes specifically disclaims any implied
warranties of merchantability, noninfringement and
fitness for a particular purpose. Geobytes does not
warrant that GeoReport will meet your requirements or
that the operation of the GeoReport service will be
uninterrupted or error free. You agree that your use of
the GeoReport service is at your own risk. While
geobytes uses commercially reasonable efforts to ensure
a high standard of service, geobytes does not guarantee,
and assumes no liability in the event, that the geobytes
GeoReport service will be operational at all times or
that the geobytes GeoReport service will not experience
periodic disruptions.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
ARISING OUT OF THE USE OF GEOREPORT OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR
NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient
right, title and interest in and to GeoReport to enter
into this Agreement and further warrants that it has not
been notified by a third party of a possibility that
GeoReport might infringe any patent, copyright or other
proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal
or equitable proceeding against the other party seeking
to enforce or interpret this Agreement, then each party
in the proceeding shall pay their own costs, expert and
professional fees, and attorney fees, including costs
and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its
failure to perform any of its obligations hereunder
during any period in which such performance is delayed
by circumstances beyond its reasonable control, provided
that the party experiencing such delay promptly notifies
the other party of the delay.
CONFIDENTIAL INFORMATION:
You agree not to intentionally disclose or intentionally
make available to any third party information received
from geobytes in any form without the express written
approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by
either party without the prior written approval of the
other party; provided that geobytes may assign its
rights to its affiliates or to any purchaser of all or
substantially all of its business, and You may assign
your rights hereunder, or any portion thereof, to any
subsidiary or affiliate of You or to any purchaser of
all or substantially all of your business. Further, your
rights and obligations under this Agreement may be
exercised and performed in whole or in part by any
subsidiary or affiliate of You, provided that You shall
continue to be responsible to geobytes for the
performance of your obligations under this Agreement.
Subject to the limitations heretofore expressed, this
Agreement shall inure to the benefit of and be binding
upon the parties, their successors, administrators,
heirs and assigns.
MODIFICATION:
This Agreement constitutes
the entire Agreement of the parties as to the subject
matter hereof and supersedes all prior and
contemporaneous communications. This Agreement shall not
be modified, except by a written Agreement signed by
duly authorized representatives of geobytes and You.
ENTIRE AGREEMENT:
This Agreement constitute the
entire Agreement and understanding between the parties
with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
|
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GeoDirection Service Agreement
GEOBYTES GEODIRECTION SERVICE
AGREEMENT
This Agreement is made between geobytes, inc. (geobytes)
And You and your organization (You).
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING
THE GEODIRECTION SERVICE, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU
MAY NOT INSTALL, COPY, ACCESS, OR USE GEODIRECTION.
TITLE AND OWNERSHIP:
Title to and ownership of GeoDirection and the GeoDirection
code resides in geobytes. You acknowledge that title to
and ownership of GeoDirection shall at all times remain
with geobytes.
All applicable rights to patents, copyrights,
trademarks, and trade secrets on GeoDirection remain with
geobytes. You agree that all information contained on a
website operated by geobytes or its affiliates, and all
information compiled by geobytes through operation of
the Geobytes GeoDirection service, is the proprietary
information of geobytes. Personal information provided
by you to geobytes will be kept confidential and will
not be distributed, except in aggregate form, to any
third party. Notwithstanding the foregoing, geobytes
reserves the right to identify you to a third party
where geobytes, acting in good faith and reasonably,
believes (i) that you have infringed or violated the
right of that third party, or (ii) is necessary to
satisfy any applicable law or regulation, or comply with
legal process or a government request, (iii) that the
disclosure of such information is necessary for geobytes
to protect its legal or proprietary interests.
NON-EXCLUSIVE LICENSE:
geobytes explicitly grants you a non-exclusive license
to install the GeoDirection code and to use the GeoDirection
service under the terms of this agreement. You
acknowledge that you have no rights to Geobytes’
technology, which is used to generate the GeoDirection.
FEES AND SERVICES
The GeoDirection service is currently provided as a Free
service in exchange is a small amount of advertising.
For approximately every 1 in 50 GeoPhrase requests
served the current browser window will be directed to the Geobytes site or that of a
sponsor. Simultaneously a new window will be opened for the
original, intended content.
Geobytes reserves the right to change its fees and
payment policies for the GeoDirection Service from time to
time.
ACCOUNT, PASSWORD, AND SECURITY
You are solely responsible for any and all activities
that occur under your Account. You agree to notify
geobytes immediately upon learning of any unauthorized
use of your Account or any other breach of security.
From time to time, geobytes support staff may log in to
your account, under your customer password in order to
maintain or improve service, including to provide you
assistance with technical or billing issues. You hereby
acknowledge and consent to such access.
TERMINATION:
This Agreement is effective until terminated. You may
terminate this Agreement at any time by removing the GeoDirection
code from your website. Failing to comply with
the terms and conditions of this Agreement will result
in automatic termination of this Agreement and will make
available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall
immediately cease and you shall remove any incidences of
the GeoDirection code.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this
Agreement shall be limited to the amount actually
received by geobytes in connection with the provision of
the GeoDirection service under this Agreement.
Notwithstanding the foregoing, in no event shall
geobytes or its Resellers be Liable to You, or Any other
person for any indirect, special, incidental or
consequential damages of any character including, but
not limited to damages for Loss of Goodwill, Work
Stoppage, Computer Failure or Malfunction, loss of data,
loss of profits, or any and all other commercial damages
or losses arising from, or relating in any manner to,
this Agreement, however caused and regardless of theory
of liability.
Geobytes makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise,
and Geobytes specifically disclaims any implied
warranties of merchantability, noninfringement and
fitness for a particular purpose. Geobytes does not
warrant that GeoDirection will meet your requirements or
that the operation of the GeoDirection service will be
uninterrupted or error free. You agree that your use of
the GeoDirection service is at your own risk. While
geobytes uses commercially reasonable efforts to ensure
a high standard of service, geobytes does not guarantee,
and assumes no liability in the event, that the geobytes
GeoDirection service will be operational at all times or
that the geobytes GeoDirection service will not experience
periodic disruptions.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
ARISING OUT OF THE USE OF GEODIRECTION OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR
NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient
right, title and interest in and to GeoDirection to enter
into this Agreement and further warrants that it has not
been notified by a third party of a possibility that GeoDirection
might infringe any patent, copyright or other
proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal
or equitable proceeding against the other party seeking
to enforce or interpret this Agreement, then each party
in the proceeding shall pay their own costs, expert and
professional fees, and attorney fees, including costs
and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its
failure to perform any of its obligations hereunder
during any period in which such performance is delayed
by circumstances beyond its reasonable control, provided
that the party experiencing such delay promptly notifies
the other party of the delay.
CONFIDENTIAL INFORMATION:
You agree not to intentionally disclose or intentionally
make available to any third party information received
from geobytes in any form without the express written
approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by
either party without the prior written approval of the
other party; provided that geobytes may assign its
rights to its affiliates or to any purchaser of all or
substantially all of its business, and You may assign
your rights hereunder, or any portion thereof, to any
subsidiary or affiliate of You or to any purchaser of
all or substantially all of your business. Further, your rights and obligations under this Agreement may be
exercised and performed in whole or in part by any
subsidiary or affiliate of You, provided that You shall
continue to be responsible to geobytes for the
performance of your obligations under this Agreement.
Subject to the limitations heretofore expressed, this
Agreement shall inure to the benefit of and be binding
upon the parties, their successors, administrators,
heirs and assigns.
MODIFICATION:
This Agreement constitutes
the entire Agreement of the parties as to the subject
matter hereof and supersedes all prior and
contemporaneous communications. This Agreement shall not
be modified, except by a written Agreement signed by
duly authorized representatives of geobytes and You.
ENTIRE AGREEMENT:
This Agreement constitute the
entire Agreement and understanding between the parties
with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
|
GeoPhrase Service Agreement
GEOBYTES GEOPHRASE SERVICE
AGREEMENT
This Agreement is made between geobytes, inc. (geobytes)
And You and your organization (You).
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING
THE GEOPHRASE SERVICE, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU
MAY NOT INSTALL, COPY, ACCESS, OR USE GEOPHRASE.
TITLE AND OWNERSHIP:
Title to and ownership of GeoPhrase and the GeoPhrase
code resides in geobytes. You acknowledge that title to
and ownership of GeoPhrase shall at all times remain
with geobytes.
All applicable rights to patents, copyrights,
trademarks, and trade secrets on GeoPhrase remain with
geobytes. You agree that all information contained on a
website operated by geobytes or its affiliates, and all
information compiled by geobytes through operation of
the Geobytes GeoPhrase service, is the proprietary
information of geobytes. Personal information provided
by you to geobytes will be kept confidential and will
not be distributed, except in aggregate form, to any
third party. Notwithstanding the foregoing, geobytes
reserves the right to identify you to a third party
where geobytes, acting in good faith and reasonably,
believes (i) that you have infringed or violated the
right of that third party, or (ii) is necessary to
satisfy any applicable law or regulation, or comply with
legal process or a government request, (iii) that the
disclosure of such information is necessary for geobytes
to protect its legal or proprietary interests.
NON-EXCLUSIVE LICENSE:
geobytes explicitly grants you a non-exclusive license
to install the GeoPhrase code and to use the GeoPhrase
service under the terms of this agreement. You
acknowledge that you have no rights to Geobytes’
technology, which is used to generate the GeoPhrase.
FEES AND SERVICES
The GeoPhrase service is currently provided as a Free
service in exchange is a small amount of advertising.
For approximately every 1 in 50 GeoPhrase requests
served the current browser window will be directed to the Geobytes site or that of a
sponsor. Simultaneously a new window will be opened for the
original, intended content.
Geobytes reserves the right to change its fees and
payment policies for the GeoPhrase Service from time to
time.
ACCOUNT, PASSWORD, AND SECURITY
You are solely responsible for any and all activities
that occur under your Account. You agree to notify
geobytes immediately upon learning of any unauthorized
use of your Account or any other breach of security.
From time to time, geobytes support staff may log in to
your account, under your customer password in order to
maintain or improve service, including to provide you
assistance with technical or billing issues. You hereby
acknowledge and consent to such access.
TERMINATION:
This Agreement is effective until terminated. You may
terminate this Agreement at any time by removing the
GeoPhrase code from your website. Failing to comply with
the terms and conditions of this Agreement will result
in automatic termination of this Agreement and will make
available to Geobytes other legal remedies.
Upon termination of this Agreement the license shall
immediately cease and you shall remove any incidences of
the GeoPhrase code.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this
Agreement shall be limited to the amount actually
received by geobytes in connection with the provision of
the GeoPhrase service under this Agreement.
Notwithstanding the foregoing, in no event shall
geobytes or its Resellers be Liable to You, or Any other
person for any indirect, special, incidental or
consequential damages of any character including, but
not limited to damages for Loss of Goodwill, Work
Stoppage, Computer Failure or Malfunction, loss of data,
loss of profits, or any and all other commercial damages
or losses arising from, or relating in any manner to,
this Agreement, however caused and regardless of theory
of liability.
Geobytes makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise,
and Geobytes specifically disclaims any implied
warranties of merchantability, noninfringement and
fitness for a particular purpose. Geobytes does not
warrant that GeoPhrase will meet your requirements or
that the operation of the GeoPhrase service will be
uninterrupted or error free. You agree that your use of
the GeoPhrase service is at your own risk. While
geobytes uses commercially reasonable efforts to ensure
a high standard of service, geobytes does not guarantee,
and assumes no liability in the event, that the geobytes
GeoPhrase service will be operational at all times or
that the geobytes GeoPhrase service will not experience
periodic disruptions.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
ARISING OUT OF THE USE OF GEOPHRASE OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR
NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient
right, title and interest in and to GeoPhrase to enter
into this Agreement and further warrants that it has not
been notified by a third party of a possibility that GeoPhrase
might infringe any patent, copyright or other
proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal
or equitable proceeding against the other party seeking
to enforce or interpret this Agreement, then each party
in the proceeding shall pay their own costs, expert and
professional fees, and attorney fees, including costs
and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its
failure to perform any of its obligations hereunder
during any period in which such performance is delayed
by circumstances beyond its reasonable control, provided
that the party experiencing such delay promptly notifies
the other party of the delay.
CONFIDENTIAL INFORMATION:
You agree not to intentionally disclose or intentionally
make available to any third party information received
from geobytes in any form without the express written
approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by
either party without the prior written approval of the
other party; provided that geobytes may assign its
rights to its affiliates or to any purchaser of all or
substantially all of its business, and You may assign
your rights hereunder, or any portion thereof, to any
subsidiary or affiliate of You or to any purchaser of
all or substantially all of your business. Further, your rights and obligations under this Agreement may be
exercised and performed in whole or in part by any
subsidiary or affiliate of You, provided that You shall
continue to be responsible to geobytes for the
performance of your obligations under this Agreement.
Subject to the limitations heretofore expressed, this
Agreement shall inure to the benefit of and be binding
upon the parties, their successors, administrators,
heirs and assigns.
MODIFICATION:
This Agreement constitutes
the entire Agreement of the parties as to the subject
matter hereof and supersedes all prior and
contemporaneous communications. This Agreement shall not
be modified, except by a written Agreement signed by
duly authorized representatives of geobytes and You.
ENTIRE AGREEMENT:
This Agreement constitute the
entire Agreement and understanding between the parties
with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
|
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GeoRemote Service Agreement
GEOBYTES GEOREMOTE SERVICE
AGREEMENT
This Agreement is made between geobytes, inc. (geobytes)
And You and your organization (You).
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING
THE GEOREMOTE SERVICE, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU
MAY NOT INSTALL, COPY, ACCESS, OR USE GEOREMOTE.
TITLE AND OWNERSHIP:
All applicable rights to patents, copyrights,
trademarks, and trade secrets on GeoRemote remain with
geobytes. You agree that all information contained on a
website operated by geobytes or its affiliates, and all
information compiled by geobytes through operation of
the Geobytes GeoRemote service, is the proprietary
information of geobytes. Personal information provided
by you to geobytes will be kept confidential and will
not be distributed, except in aggregate form, to any
third party. Notwithstanding the foregoing, geobytes
reserves the right to identify you to a third party
where geobytes, acting in good faith and reasonably,
believes (i) that you have infringed or violated the
right of that third party, or (ii) is necessary to
satisfy any applicable law or regulation, or comply with
legal process or a government request, (iii) that the
disclosure of such information is necessary for geobytes
to protect its legal or proprietary interests.
NON-EXCLUSIVE LICENSE:
geobytes explicitly grants you a non-exclusive license
to use the GeoRemote service under the terms of this agreement. You
acknowledge that you have no rights to Geobytes’
technology, which is used to generate the GeoRemote
service.
FEES AND SERVICES
The fees for the GeoRemote service are as posted at http://www.geobytes.com/Pricing.htm#GeoRemote
geobytes reserves the right to suspend or terminate
access to your GeoRemote service for your failure to remit
payment in a timely manner. Geobytes may change its fees
and payment policies for the GeoRemote Service from time
to time. Unless otherwise stated, all fees are quoted in
U.S. Dollars. You are responsible for paying all fees,
including applicable federal, state, municipal, and
other government taxes, associated with using the
Service. Unless otherwise specified, list prices do not
include such expenses.
TERMINATION:
This Agreement is effective until terminated. You may
terminate this Agreement at any time by ceasing to use
the GeoRemote Service. Failing to comply with
the terms and conditions of this Agreement will result
in automatic termination of this Agreement and will make
available to Geobytes other legal remedies.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this
Agreement shall be limited to the amount actually
received by geobytes in connection with the provision of
the GeoRemote service under this Agreement.
Notwithstanding the foregoing, in no event shall
geobytes or its Resellers be Liable to You, or Any other
person for any indirect, special, incidental or
consequential damages of any character including, but
not limited to damages for Loss of Goodwill, Work
Stoppage, Computer Failure or Malfunction, loss of data,
loss of profits, or any and all other commercial damages
or losses arising from, or relating in any manner to,
this Agreement, however caused and regardless of theory
of liability.
Geobytes makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise,
and Geobytes specifically disclaims any implied
warranties of merchantability, noninfringement and
fitness for a particular purpose. Geobytes does not
warrant that GeoRemote will meet your requirements or
that the operation of the GeoRemote service will be
uninterrupted or error free. You agree that your use of
the GeoRemote service is at your own risk. While
geobytes uses commercially reasonable efforts to ensure
a high standard of service, geobytes does not guarantee,
and assumes no liability in the event, that the geobytes
GeoRemote service will be operational at all times or
that the geobytes GeoRemote service will not experience
periodic disruptions.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
ARISING OUT OF THE USE OF GEOREMOTE OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR
NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient
right, title and interest in and to GeoRemote to enter
into this Agreement and further warrants that it has not
been notified by a third party of a possibility that GeoRemote
might infringe any patent, copyright or other
proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal
or equitable proceeding against the other party seeking
to enforce or interpret this Agreement, then each party
in the proceeding shall pay their own costs, expert and
professional fees, and attorney fees, including costs
and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its
failure to perform any of its obligations hereunder
during any period in which such performance is delayed
by circumstances beyond its reasonable control, provided
that the party experiencing such delay promptly notifies
the other party of the delay.
CONFIDENTIAL INFORMATION:
You agree not to intentionally disclose or intentionally
make available to any third party information received
from geobytes in any form without the express written
approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by
either party without the prior written approval of the
other party; provided that geobytes may assign its
rights to its affiliates or to any purchaser of all or
substantially all of its business, and You may assign
your rights hereunder, or any portion thereof, to any
subsidiary or affiliate of You or to any purchaser of
all or substantially all of your business. Further, your rights and obligations under this Agreement may be
exercised and performed in whole or in part by any
subsidiary or affiliate of You, provided that You shall
continue to be responsible to geobytes for the
performance of your obligations under this Agreement.
Subject to the limitations heretofore expressed, this
Agreement shall inure to the benefit of and be binding
upon the parties, their successors, administrators,
heirs and assigns.
MODIFICATION:
This Agreement constitutes
the entire Agreement of the parties as to the subject
matter hereof and supersedes all prior and
contemporaneous communications. This Agreement shall not
be modified, except by a written Agreement signed by
duly authorized representatives of geobytes and You.
ENTIRE AGREEMENT:
This Agreement constitute the
entire Agreement and understanding between the parties
with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
|
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Mapbytes Service Agreement
GEOBYTES MAPBYTES SERVICE
AGREEMENT
This Agreement is made between geobytes, inc. (geobytes)
And You and your organization (You).
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING
THE MAPBYTES SERVICE, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU
MAY NOT INSTALL, COPY, ACCESS, OR USE MAPBYTES.
TITLE AND OWNERSHIP:
All applicable rights to patents, copyrights,
trademarks, and trade secrets on Mapbytes remain with
geobytes. You agree that all information contained on a
website operated by geobytes or its affiliates, and all
information compiled by geobytes through operation of
the Geobytes Mapbytes service, is proprietary
information of geobytes. Personal information provided
by you to geobytes will be kept confidential and will
not be distributed, except in aggregate form, to any
third party. Notwithstanding the foregoing, geobytes
reserves the right to identify you to a third party
where geobytes, acting in good faith and reasonably,
believes (i) that you have infringed or violated the
right of that third party, or (ii) is necessary to
satisfy any applicable law or regulation, or comply with
legal process or a government request, (iii) that the
disclosure of such information is necessary for geobytes
to protect its legal or proprietary interests.
NON-EXCLUSIVE LICENSE:
geobytes explicitly grants you a non-exclusive license
to use the Mapbytes service under the terms of this agreement. You
acknowledge that you have no rights to Geobytes’
technology, which is used to generate the Mapbytes service.
FEES AND SERVICES
The fees for the Mapbytes service are as posted at http://www.geobytes.com/Pricing.htm#Mapbytes
Geobytes reserves the right to suspend or terminate
access to your Mapbytes service for your failure to remit
payment in a timely manner. Geobytes may change its fees
and payment policies for the Mapbytes Service from time
to time. Unless otherwise stated, all fees are quoted in
U.S. Dollars. You are responsible for paying all fees,
including applicable federal, state, municipal, and
other government taxes, associated with using the
Service. Unless otherwise specified, list prices do not
include such expenses.
TERMINATION:
This Agreement is effective until terminated. You may
terminate this Agreement at any time by ceasing to use
the Mapbytes Service. Failing to comply with
the terms and conditions of this Agreement will result
in automatic termination of this Agreement and will make
available to Geobytes other legal remedies.
EXPIRATION OF RESOLUTIONS:
Any Mapbytes resolutions purchased but not used within a
twelve (12) month period will be forfeited.
URL ALLOWING MAPBYTES ACCESS:
You are responsible for entering and ensuring that the
url used for Mapbytes access is correct. Geobytes will
not be liable for any usage of Mapbytes resolutions due
to you entering an incorrect or not complete url.
LIMITATION OF LIABILITY:
Geobytes’ liability for all claims arising out of this
Agreement shall be limited to the amount actually
received by geobytes in connection with the provision of
the Mapbytes service under this Agreement.
Notwithstanding the foregoing, in no event shall
geobytes or its Resellers be Liable to You, or Any other
person for any indirect, special, incidental or
consequential damages of any character including, but
not limited to damages for Loss of Goodwill, Work
Stoppage, Computer Failure or Malfunction, loss of data,
loss of profits, or any and all other commercial damages
or losses arising from, or relating in any manner to,
this Agreement, however caused and regardless of theory
of liability.
Geobytes makes, and you receive, no warranties or
conditions, express, implied, statutory, or otherwise,
and Geobytes specifically disclaims any implied
warranties of merchantability, noninfringement and
fitness for a particular purpose. Geobytes does not
warrant that Mapbytes will meet your requirements or
that the operation of the Mapbytes service will be
uninterrupted or error free. You agree that your use of
the Mapbytes service is at your own risk. While
geobytes uses commercially reasonable efforts to ensure
a high standard of service, geobytes does not guarantee,
and assumes no liability in the event, that the geobytes
Mapbytes service will be operational at all times or
that the geobytes Mapbytes service will not experience
periodic disruptions.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR LOST CONTRACTS OR LOST PROFITS OR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
ARISING OUT OF THE USE OF MAPBYTES OR RELATING TO THIS
AGREEMENT HOWEVER CAUSED UNDER A CLAIM OF ANY TYPE OR
NATURE BASED ON ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT OR WARRANTY) EVEN IF THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN COMMUNICATED.
Geobytes represents and warrants that it has sufficient
right, title and interest in and to Mapbytes to enter
into this Agreement and further warrants that it has not
been notified by a third party of a possibility that Mapbytes
might infringe any patent, copyright or other
proprietary right of a third party.
COSTS:
Should either party institute or participate in a legal
or equitable proceeding against the other party seeking
to enforce or interpret this Agreement, then each party
in the proceeding shall pay their own costs, expert and
professional fees, and attorney fees, including costs
and fees on appeal.
FORCE MAJEURE:
Neither party shall be liable to the other for its
failure to perform any of its obligations hereunder
during any period in which such performance is delayed
by circumstances beyond its reasonable control, provided
that the party experiencing such delay promptly notifies
the other party of the delay.
CONFIDENTIAL INFORMATION:
You agree not to intentionally disclose or intentionally
make available to any third party information received
from geobytes in any form without the express written
approval of geobytes.
ASSIGNMENT:
This Agreement may not be assigned or transferred by
either party without the prior written approval of the
other party; provided that geobytes may assign its
rights to its affiliates or to any purchaser of all or
substantially all of its business, and You may assign
your rights hereunder, or any portion thereof, to any
subsidiary or affiliate of You or to any purchaser of
all or substantially all of your business. Further, your rights and obligations under this Agreement may be
exercised and performed in whole or in part by any
subsidiary or affiliate of You, provided that You shall
continue to be responsible to geobytes for the
performance of your obligations under this Agreement.
Subject to the limitations heretofore expressed, this
Agreement shall inure to the benefit of and be binding
upon the parties, their successors, administrators,
heirs and assigns.
MODIFICATION:
This Agreement constitutes
the entire Agreement of the parties as to the subject
matter hereof and supersedes all prior and
contemporaneous communications. This Agreement shall not
be modified, except by a written Agreement signed by
duly authorized representatives of geobytes and You.
ENTIRE AGREEMENT:
This Agreement constitute the
entire Agreement and understanding between the parties
with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
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