THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU THE USER ("LICENSEE") AND MAP RESOURCES ("COMPANY"). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR OTHER DIGITAL STORAGE MEDIA (THE "AGREEMENT"). THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.
1. License
Subject to the terms of this License Agreement, COMPANY, INC. ("COMPANY") grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, COMPANYS Royalty Free Maps (whether available as part of a CD-ROM collection or downloaded as a singleMap) an unlimited number of times, in any and all media for the Permitted Uses described below. "Maps" means all map illustrations, drawings, visual representations, 3_d representations in any form. All other rights to the Maps, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by COMPANY. All rights not specifically granted are retained by COMPANY.
2. Permitted Uses of Maps
- Any print media, including advertising and promotional materials, editorial publications and consumer merchandise that incorporates the Map into the product;
- Any Internet, intranet, Online or web-based media provided the resolution of the Maps does not exceed 72dpi;
- Broadcast and Theatrical exhibitions;
- Products intended for resale; provided these products are not intended to allow the re-distribution, resale or re-use of the digital Map(s), or the use of the Map(s) as the primary element of product, regardless of customization (such as an atlas, prints and framed Maps);
- Additional uses approved in writing by COMPANY. You may request a Special License for uses that go beyond the Permitted Uses.
Licensee may alter, crop, modify or adapt the Maps in connection with the above Permitted Uses. Licensee may make a back-up copy of the Map(s) for internal back-up purposes provided COMPANY'S copyright and any Map identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Maps are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement. Licensee may transfer a final product, incorporating the Map, to a client but not the right to use the Map in another Product without the client obtaining a separate license.
3. Number of Users / Seat License
Licensee may store the Maps on a server, Map library or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Maps. Before permitting access to more than 10 persons, Licensee must upgrade the seat license from COMPANY.
4. Restrictions on Use
Except as provided herein, Licensee may not
- Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Maps. However, Licensee may not include the Maps in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a Special License for such purpose;
- Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Maps as a stand-alone file.
- Distribute, post or upload the Map(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.
- With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
- Use any of the Maps in any manner prohibited by any export laws, restrictions or regulations.
5. Editorial Use Copyright Notice and Credit
Licensee shall include a copyright notice and credit in the following form on all editorial uses of the Maps: "(c) Map Resources" unless permission is granted in writing from MAP RESOURCES.
6. Indemnity
Licensee agrees to defend, indemnify and hold COMPANY and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Map(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.
7. Warranties and Limitation of Liability
COMPANY represents that it has the right to grant the license herein and warrants the Maps to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM or refund of the purchase price, at COMPANYS option.
COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE MAPS, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. COMPANYS MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE MAPS (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE MAP(S).
Licensee may have additional rights under state law.
8. Payment Terms
Unless credit terms have specifically been agreed directly between COMPANY and the Licensee, Payment of COMPANY'S invoices must be received on the sooner of thirty (30) days of its date net, without any discounts. Any disputes concerning the invoice must be submitted in writing, within thirty (30) days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.
9. Returns and Cancellation Policy
Other than custom map purchases that are non-refundable, the Licensee may return the CD-ROM and all accompanying materials in the original packaging within 30 days for a refund of the purchase price or provide a certificate of destruction and non-use signed by an officer of the Licensee. If the Map is delivered electronically, Licensee may receive a full refund within the 30 day period upon signing a certificate of destruction and non-use. Any uses of the Maps within the thirty days period are revoked if payment is not made or the Maps are returned.
10. Copyright Infringement and Liquidated Damages
In the event that the licensee utilizes any Map without or prior to the granting of a license, COMPANY reserves the right to seek damages through legal channels unless the licensee agrees to reimburse COMPANY, as liquidated damages, a sum equal to ten (10) times the market value price charged for such use of a Royalty-Free Map.
If the licensee fails to make the payment as outlined above, within ten (10) days of COMPANYS invoicing such fee, this liquidated damage provision shall be void and COMPANY reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs.
11. Termination
The license contained in this Agreement will terminate automatically without notice from COMPANY if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Map(s), (ii) destroy or, upon the request of COMPANY, return the Maps to COMPANY, and (iii) delete or remove the Maps from Licensee's premises, computer systems and storage (electronic or physical).
12. Revocation
Licensor reserves the right to revoke the license to use any Map(s) for good cause and elect to replace such Map with an alternative Map. Upon notice of any revocation of a license for any Map(s), Licensee shall immediately cease using such Map (s), shall take all reasonable steps to discontinue use of the replaced Map(s) in products that already exist and shall inform all end-users and clients of same.
13. Severability
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
14. Choice of Law/Attorney's fees
This Agreement will be governed in all respects by the laws of the State of New Jersey, without reference to its laws relating to conflicts of law. Licensee agrees that the Circuit or County Court of the State of New Jersey for Hunterdon County and the United States District Court for the District of New Jersey located in Camden, New Jersey are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If COMPANY is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse COMPANY for its legal fees and disbursements if COMPANY is successful.
15. Waiver
No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
16. Entire Contract
This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
___ I accept
___ I do not accept