IMPORTANT: DO NOT INSTALL OR USE THIS PRODUCT UNTIL YOU HAVE READ AND AGREED TO THIS LICENSE AGREEMENT. This is an agreement between you and MapInfo Corporation. By clicking next to "I ACCEPT THE TERMS IN THE LICENSE AGREEMENT" below and installing this Product, you are agreeing to the terms of this Software and Data End User License Agreement and your Order Form (the "Agreement"). If you do not agree, click next to "I DO NOT ACCEPT THE TERMS IN THE LICENSE AGREEMENT" and terminate the installation process. You may receive a full refund for this product by returning the media and accompanying materials within thirty (30) days of receipt to MapInfo or its authorized reseller. If you and MapInfo signed a separate license agreement for these products, the terms of the signed agreement, to the extent they are additional or inconsistent, supercede the terms of this Agreement.
This license permits you to use the Products for your internal business purposes only.
Capitalized terms used in this Agreement have the meanings assigned to them in section 12(i) or elsewhere in this Agreement. The terms "you" and "your" refer to the entity or person who purchased this license. "MapInfo" or "We" "us" and "our" refer to MapInfo Corporation.
1.License Grant; Ownership. Subject to your compliance with the terms and conditions of this Agreement (including the payment of all required fees), MapInfo grants you a limited, non-exclusive, non-transferable right and license to install and use the Products in accordance with the terms of this Agreement. We are not selling the Products to you. MapInfo and its third party providers retain title to and ownership of the Products and Documentation, including any Derivative Works that you create and Derived Data that you create (but only to the extent such Derived Data contains Data Products). MapInfo and its third party providers reserve all rights not expressly granted to you under this Agreement.
2. Term; Termination.
b. Maintenance and Update Subscriptions. Your obligation to pay for Maintenance or Data Update Subscriptions and our obligation to provide them will commence as of the Effective Date and continue for the term specified in the Order Form.
c. Termination. If you breach the terms of this Agreement and fail to cure the breach within thirty (30) days after you receive our written notice of the breach, this Agreement (including all licenses granted hereunder) will terminate. When a license for any Product terminates, you must destroy the Product and all copies and, if we request, certify to us in writing that you have done so.
d. Limited Term Products. The term of the license we grant you for certain Products may be limited and will be specified on the Order Form ("Limited Term Products"). When the license for a Limited Term Product expires, you must (i) stop using the Limited Term Product and remove all copies of it and any Derived Data based on it from all computers and Servers on which it has been installed, (ii) destroy all copies of the Limited Term Product in your possession, and (iii) if the license is for PSYTE or MRI Data, remove all reports, listings or computer files that identify the unique relationship between a person, household or neighborhood geographic unit (such as a Block Group or ZIP code) and its PSYTE Cluster from all personal computers and Servers on which they have been installed. Limited Term Products include, without limitation, PSYTE, MRI data, and PSAP Pro.
3. Use Rights.
a. Generally. You may use the Products solely for your internal business purposes in accordance with the terms in this Agreement as they apply to the particular license type specified on the Order Form. The Section entitled "Product-Specific Terms" contains special use rights and restrictions for particular Products.
b. Named User Licenses. You may install and use Products on individual Devices or on a Server, so long as the number of Named User Devices on which you install the Products or the number of Named User individuals permitted to access the Products from the central Server does not exceed the number of Named Users specified on the Order Form.
c. Server Licenses.
i. Power Unit and CPU Licenses. You may install the Products on one or more Servers so long as the aggregate number of Power Units or CPUs in all processors in those Servers does not exceed the number of Power Units or CPUs specified on the Order Form.
ii. Single Application User or SAU Licenses. You may install the Products on one or more central Servers as part of a single application that operates with the Products. The number of individuals in your organization with access to the application may not exceed the number of Single Application Users specified on the Order Form. To use Products with additional applications, you must acquire additional Single Application User licenses or purchase a Power Units or CPU license.
iii. Development Licenses. If you have a Power Unit, CPU or SAU license, you may install Products on additional Servers with up to the aggregate number of CPUs, Power Units or SAUs permitted under that license solely for testing and development of your applications that work with our Products. For example, if you have a 2 CPU license, you may install the products on an additional 2 CPUs for development and testing. However, you may install the HAHTsite components on no more than 10 workstations or Servers and use them only in conjunction with MapXtreme.
4. Backup Copies/Installations. You may make one copy of the Products solely for backup purposes. You must maintain MapInfo and third party licensor information, including copyright notices, on backup copies and keep the copies in a secure location. If you have a Server License, you may install the Products on a backup Server to be used only when your main Server is inoperable and only so long as the number of Power Units, CPUs or SAUs on the backup Server do not exceed what is licensed on the Order Form.
3. DISCLAIMER REGARDING THE LICENSED PRODUCTS: THE LICENSED PRODUCT(S) ARE PROVIDED "AS IS". EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, MAPINFO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED PRODUCT(S), INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE, AND NOT LIMITATION, MAPINFO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACTY, RELIABILITY OR COMPLETENESS OF THE LICENSED PRODUCT(S). THE ENTIRE RISK AS TO THE USE OF THE LICENSED PRODUCT(S) IS ASSUMED BY YOU. IN NO EVENT SHALL MAPINFO BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE LICENSED PRODUCT(S) OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASSIONED BY YOU USE OF THE LICENSED PRODUCT(S), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING PROVISION WITH RESPECT TO EXLCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU.
5. General Use Restrictions. You may not: (i) reverse engineer, decompile or disassemble the Products; (ii) make Derivative Works of the Software Products; (iii) make copies of the Products, except as permitted in Section 4; (iv) sublicense, rent, lease, lend or host the Products to or for other parties; (v) separate the components of Products or install and use such components separately and independently of the Products they comprise; (vi) use Products to translate a third party's products unless you have the legal right to do so; (vii) attempt to unlock or bypass any initialization system, encryption methods or copy protection device we incorporate in the Products; (viii) alter, remove or obscure any patent, copyright or trademark notice contained in the Products; (ix) use the Products in a "concurrent use" or "floating license" manner; or (x) use the Products in revenue-generating Internet-based services or applications for third parties or as an Application Service Provider.
6. Use Restrictions: Server Licenses. Subject to the restrictions in section 5(x), if you have a Server License, you may use the Products in Internet applications or services that you provide free to the public or your customers solely to market your products or services provided you purchase Maintenance and use the most current version of the Products.
7. Use and Restrictions: Data Use Rights. Subject to the restrictions in section 7(b), you may use Data Products to produce Data Output for your internal business purposes and you may deliver the Data Output to third parties solely to market your products or services subject to the restrictions in Section 7(b) below. You must prohibit those third parties from selling, sublicensing or disclosing the Data Output to additional third parties and from using the Data Output for any purpose other than evaluating your products or services. You may use Data Products to derive conclusions or recommendations that form part of your services to third parties, but you may not provide Data Output or Data Products as part of those services. Notwithstanding Section 5, you may translate Data Products into other data formats so long as your use of the Data Products in all formats does not exceed the limits of this Agreement.
b. Data Use Restrictions. (i) give third parties access to the Data Products or perform services for third parties using the Data Products on a Service Bureau basis; (ii) distribute or display to any third party the numerical cluster codes or the longitude and latitude or "x,y" coordinates contained in the Data Output; (iii) sell or provide Data Output to third parties as part of your products or services unless you and we agree in writing; (iv) use the Data Products in any Automatic Vehicle Location System; or (v) download to a desktop computer or client-side machine any Data Products or portions of Data Products that you have licensed from us on a Server License.
8. Updates; Maintenance; Technical Support.
a. Data Updates. If you have purchased an Update Subscription for Data Products and paid the applicable annual subscription fees, we will deliver updates to those Products with the frequency and for the period specified on the Order Form. Data Updates replace Data Products you initially licensed from us and that made you eligible for the Data Update.
b. Software Maintenance. If you have purchased Maintenance and paid the annual Maintenance fees for particular software Products, MapInfo will deliver updates and upgrades to those Products as they become commercially available. We do not guarantee that we will update or upgrade software Products on any particular schedule. Upon delivery, updates and upgrades will be considered "Products" for all purposes hereunder. Updates and upgrades replace Products that you initially licensed from us and that made you eligible for the update or upgrade.
c. Technical Support. If you have purchased technical support from us, we will provide you with the technical support described on our web site at http://www.mapinfo.com/.
9. Warranties.
a. Limited Product Warranty.We warrant that the media containing the Products will be free from material defects for a period of ninety (90) days from the date we ship the Products to you. To the maximum extent permitted by law, any warranties that the law imposes will be similarly limited in scope and duration. This warranty does not apply if the defects result from accident or abuse by someone other than us. If you notify us during the warranty period that a Product does not satisfy this warranty, then we may elect to either (a) return to you the initial price you paid for the license, or (b) repair or replace the Product. To the maximum extent permitted by law, this is your exclusive remedy for the failure of any Product to meet this warranty.
b. DISCLAIMER. WE DO NOT WARRANT THAT THE PRODUCTS WILL OPERATE ERROR-FREE OR THAT WE WILL CORRECT ALL PRODUCT ERRORS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE EXPRESSLY IDENTIFIED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. OUR ENTIRE LIABILITY, AND YOUR ONLY REMEDY, FOR A BREACH OF A WARRANTY WILL BE EITHER CORRECTION OF THE PRODUCT ERROR THAT CAUSED THE BREACH, OR RETURN OF THE LICENSE FEES YOU PAID FOR THE PRODUCT.
10. Indemnification; Liability.
a. Indemnification. We will defend and indemnify you against any claim by an unaffiliated third party that the Products infringe that party's patent, copyright or other intellectual property right issued and existing as of the Effective Date, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that we pre-approve in writing, provided that you promptly notify MapInfo in writing of any such claim, give us reasonable cooperation, information, and assistance in connection with it, and consent to MapInfo's sole control and authority with respect to the defense, settlement or compromise of the claim. We will not be obligated under this section if the infringement results from: (i) your use of a previous version of a Product and would have been avoided had you used the current version of the Product; (ii) your combining the Products with devices or products not provided by MapInfo, (iii) use of the Products in applications, business environments or processes for which the Products were not designed or contemplated, and where use of the Products outside such application, environment or business process would not have given rise to the claim, (iv) corrections, modifications, alterations or enhancements that you make to the Product; (v) use of the Products by any person or entity other than you or your employees; or (vi) your willful infringement.
If we believe a Product may be or is subject to an infringement claim, or if a court of competent jurisdiction enjoins your use of a Product as a result of an infringement claim, we may, at our expense and our discretion: (a) procure for you the right to continue using the Product: (b) modify the Product to make it non-infringing; or (c) replace it with a functional non-infringing equivalent. If, we believe that none of these options is reasonably available, then we may terminate the license to the allegedly infringing Product and our sole liability will be to refund to you the license fees you paid for such Products, prorated over a five (5) year period from the date of their delivery to you.
You will defend and indemnify MapInfo and its third party licensors from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from your unauthorized use of any Product. Neither MapInfo nor its third party licensors will be responsible for any direct or indirect loss or damage that may result from such unauthorized use.
b. LIMITATION OF LIABILITY. MAPINFO AND ITS THIRD PARTY LICENSORS WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE PRODUCTS, FOR THE COST OF PROCURING REPLACEMENT GOODS OR SERVICES, OR FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. MAXIMUM LIABILITY. IN ANY EVENT, MAPINFO'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE PRODUCTS WILL NOT EXCEED THE LICENSE FEES YOU HAVE PAID WITH RESPECT TO THE PRODUCTS AT ISSUE.
d. Applicability of Disclaimers and Limitations. You agree that MapInfo has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations in this section and that these disclaimers and limitations allocate risk between you and MapInfo and are an essential part of the bargain between us.
11. Audit/Reporting. Upon five (5) business days written notice, we may audit your use of the Products at your place(s) of business during normal working hours. Additionally, within thirty (30) days after receiving our written request, you will give us a written certification, in a form that we provide and signed by an officer of your organization, that you are complying with this Agreement. MapInfo will make no more than one audit and/or one certification request in any twelve (12) month period. If our audit or your certification reveals that your actual use of the Products exceeds your licensed use or is otherwise not compliant with this Agreement, you will purchase Product licenses for your unlicensed use and, if the excess is greater than five per cent (5%), pay all our reasonable costs related to the audit.
12. Miscellaneous.
i. Definitions.
"Application Service Provider" means an entity or person who hosts a computer application and provides third parties access to its functionality over the Internet or other network. "Automatic Vehicle Location System" means a vehicle-installed system containing (i) a storage device to hold Data Products or portions thereof, (ii) a global positioning system unit, (iii) a gyroscope, and (iv) a device to detect vehicle wheel rotation. "CPU" means a central processing unit in a computer regardless of its megahertz capacity. "Data Products" means those sets of compiled data that you license from MapInfo and that are listed on the Order Form. "Data Output" means the output sreportsmaps, reports or other information that you generate by analyzing or processing Data Products, including geocode coordinates or cluster segmentation assignments appended to your database records. "Data Updates" means replacement or additions that we provide for Data Products. "Derived Data" means the result generated by combining, or performing mathematical calculations on, variables or fields of Data Products, extracting subsets of Data Products, and combining Data Products or portions of them with your data or third party data. "Derivative Works" means a work that is based upon, or that translates, recasts or adapts a Product. "Device" means a single personal computer, laptop, workstation, terminal, personal digital assistant, or other computing device. "Documentation" means the user documentation that accompanies the Products. "Effective Date" means the date when the parties entered into this Agreement. "Maintenance" means MapInfo's delivery to you of updates or upgrades to Software Products as they become commercially available. "Named User" means a single named person or a Device. "Order Form" means the order form attached to this license or other ordering documentation such as your purchase order. "Power Unit" means one megahertz of power in a CPU. "Products" means the Software Products or Data Products we license to you under this Agreement. "PSAP Products" means MapInfo PSAP Pro and PSAP Pro E-911. "Server" means a computer with one or more central processing units that provides services to other computers over a network. "Server License" means a Power Unit, CPU or SAU license. "Service Bureau" means a data processing center performing processing, cleansing, analysis and other services on data for third parties. "Single Application User" or "SAU" means a single named person or Device authorized to access a single application. "Software Products" means the object code form of utable computer programs that MapInfo licenses to you under this Agreement. "Update Subscription" means your payment for, and MapInfo's commitment to provide, periodic updates to Data Products.
j. U.S. Government Restricted Rights. If you are an agency of the United States Government you agree that Product(s) are "commercial computer software" or "commercial computer software documentation" and the Governments rights with respect to such software documentation are limited by the terms of this License Agreement, pursuant to FAR � 12.212(a) and/or DFARS � 227.7202-1(a), as applicable.