ajm Software Geocode Web Service
End User License Agreement
This Online Geocoding Services Agreement (the "Agreement") is made between ajm Software, LLC ("the Licensor") and you ("the Licensee"). By installing or otherwise using ajm Software Geocoding Products and Geocoding Data, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Geocoding Products and Geocoding Data and return all related materials to ajm Software, LLC.
1. Definitions .
(a) "Software" means the sample applications and other computer programs provided by the Licensor.
(b) "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device.
(c) "Use" means ( i ) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.
(d) "Geocoding Data" means geographic, demographic and postal data provided by the Licensor.
2. Grant of Rights. The Licensor hereby grants to Licensee a non-exclusive, non-transferable license to (a) use the Software on any computer owned and operated by the Licensee to access the Licensor's server to retrieve Geocoding Data and (b) use the Geocoding Data for the Licensee's internal business purposes.
3. License term. This License is effective when executed by both parties and the license granted to the Software and Geocoding Data remains in force until Licensee stops using the Software to retrieve Geocoding Data or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.
4. License Fee. The Licensee agrees to pay the Licensor a monthly license fee.
5. Termination. The Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent. Either party may terminate the Agreement for any reason with 30 days prior written notice.
6. Modifications and Enhancements. The Software is provided with source code and may be modified by the Licensee.
7. Restrictions on Use of Software and Geocoding Data. The Licensee shall not publish, sell, assign, lease, sublicense, transfer or use the Software and Geocoding Data in any manner not expressly authorized by this Agreement.
8. Warranty Disclaimer . This Software and Geocoding Data contains errors, defects and omissions. The Licensor does not warrant that the Software and Geocoding Data will meet the Licensee's needs or expectations or that any errors, defects or omissions will be corrected.
9. Warranty . THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SOFTWARE LICENSED UNDER THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10. Indemnification. The Licensee shall indemnify, defend and hold harmless the Licensor at Licensee's sole expense against any and all losses, damages, claims, demands, expenses, including reasonable attorney's fees and costs, made or brought against the Licensor arising from or connected with the Software or Geocoding Data (including but not limited to, any claim of infringement or misappropriation of any intellectual property rights by a third party), breach of title, or breach of any provision of this Agreement by the Licensee; and/or the Licensee's use of the Geocoding Data. Licensee warrants to the Licensor that the Licensee has all rights, power, authority and licenses necessary to deliver Data to the Licensor and to authorize the Licensor to process the Data, and agrees to hold harmless and indemnify the Licensor from any breach of this warranty.
11. Confidentiality. The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
12. Arbitration. The parties agree to submit any dispute under this License to binding arbitration in Michigan under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
13. Attorney Fees. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
14. General Provisions.
(a) Complete Agreement: This License together with all schedules or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter.
(b) Modifications to License: Modifications and amendments to this License, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
(c) Applicable law: This License will be governed by the laws of the State of Michigan .
(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:
· When delivered personally to the recipient;
· Three days after being deposited in the United States mails, postage prepaid to the recipient's address; or
· When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the recipient delivers a written confirmation of receipt.
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
(f) Assignment: The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment
15 U.S. Government Rights . Use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with FAR 12.212 and DFARS 227.7202, and by a license agreement. Manufacturer is ajm Software, L.L.C., 40200 Pinetree, Plymouth , MI 48170 , (734) 927-0083.
Copyright ©2004-2007 ajm Software, LLC. All Rights Reserved.
