Agmt22 Nearmap US, Inc. - Laserfiche WebLink

Browse Search

Nearmap US, Inc. REV: 01-24-2022 SK PLEASE READ THIS PRODUCTS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT BY EXECUTING A QUOTE, YOU AGREE TO BE BOUND BY THIS PRODUCTS AGREEMENT, THE QUOTE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE, YOU MUST NOT ACCEPT THIS PRODUCTS AGREEMENT AND NOT USE ANY NEARMAP PRODUCTS AND SERVICES. Recitals PRODUCTS AGREEMENT A. Nearmap is a provider of aerial imagery and location data and associated products and services. B. Nearmap agrees to supply the Licensee with the Products described in the Quote, subject to the terms of this agreement, the Additional Terms and Conditions, Product- Specific Terms, any Schedules and the Quote which together constitute the legal agreement between the Licensee and Nearmap (the “Agreement”). Definitions of capitalized words are set out in section 18 of the Agreement. 1. GRANT OF LICENSE TO USE PRODUCTS 1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fees, Nearmap grants to the Licensee a limited, non-exclusive, non- transferrable license for the Term to use the Products for and to the extent of the Permitted Purpose (the “License”). 1.2 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users. The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Authorized Users. If the number of users exceeds the total number of Authorized Users, the Licensee will be in breach of this Agreement. 1.3 Renewal Upon the expiration of the initial Term, this Agreement, subject to any amendments to this Agreement required by Nearmap, shall be renewed automatically for successive renewal terms of twelve (12) months each (each a “Renewal Term”) unless terminated by either party by providing at least thirty (30) days written notice of its intention not to renew this Agreement prior to the expiry of the initial Term or any current Renewal Term. 1.4 Replacement Product Nearmap may from time to time supply the Licensee with a replacement Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by Nearmap, the Licensee must stop using any previously supplied Product and use the replacement Product from the date of delivery from Nearmap. 1.5 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap, in a reasonably prominent manner (by displaying the Nearmap logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee uses, copies, modifies, or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark, or other Nearmap attribution in any Product or Derivative Works. 1.6 Data Use for Government Products Nearmap measures data usage by the Licensee under this License for Government Products. When using Government Products, Nearmap’s Fair Use Policy regulates the Licensee's consumption of data during the Term (or Renewal Term). The following conditions also apply to the Licensee's use of Government Products: (a) the amount of data used by the Licensee on the Government Products will be monitored and then calculated at the end of every Term or Renewal Term based on the total data of all users who access and use the Licensee's Nearmap account during that Period; and (b) if the Licensee elects to download and/or export Government Products available to the Licensee on the Website, this will be applied to the calculation of the Licensee’s use of the Government Products. 1.7 Allowance for Non-Government Products Non-Government Products licensed to the Licensee may be subject to additional Allowance, Periodic Allowance, or Periodic Data Allowance terms that are published in the Product-Specific Terms, and if applicable, the Periodic Allowance Section. 1.8 Unavailability Subject to section 12, if a Product is not available for a period of three (3) consecutive days, the Term will be extended by the period of such unavailability. 2. RESTRICTIONS ON RIGHT TO USE PRODUCTS 2.1 Permitted Purpose The Products must only be used for the Permitted Purpose. 2.2 No right to distribute, transfer, resell, assign or sublicense This License is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease, or sublicense any Product or any of the Licensee’s rights under this License without Nearmap’s prior written consent. 2.3 No third party access Unless otherwise provided in this Agreement, the Licensee must not make any Product available in any medium or manner to any third party (including but not limited to the Licensee’s subsidiaries, affiliates, any lower or higher tiered governments and any neighbouring local government). 2.4 Employees The Licensee may make Products available to any employee of the Licensee, subject to that person complying with the terms of the Agreement as if they were a party to it and the total number of Authorized Users has not been exceeded. Such employees are deemed to be Authorized Users. The Licensee is responsible and liable for any person who uses the Licensee’s account access details or uses Products made available to the Licensee in breach of this Agreement, including, without limitation, for any additional fees that become payable if the Licensee exceeds the number of Authorized Users. 2.5 No machine learning The Licensee must not conduct machine learning work in connection with this Agreement or any Products, which includes but is not limited to any: (a) machine learning models (including the model form and modelparameters); (b) outputs of machine learning models; (c) software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such prediction; or (d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data. 2.6 No caching and creation of database Except as expressly permitted under this Agreement, the Licensee is not permitted to: (a) use its access to the Products under this Agreement for the purposes of creating a database of imageries for resale, distribution, sublicense, or other commercial purposes and mass downloads or bulk feeds of any imagery; and (b) pre-fetch, retrieve, cache, index, or store any Content or portion of the Products. 2.7 Restriction on integration methods The Licensee is only permitted to use API integration methods, or other integration methods, as authorised by Nearmap in writing, including but not limited to integration with the Licensee's or other third party platforms or software. 2.8 Limits on use of Website In the Licensee’s use of the Website, the Licensee must not (without the prior written consent of Nearmap): (a) provide a link to another URL; (b) upload content or other information to the Website (except as necessary to use the Products); (c) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality; (d) use the Website in any way to send any unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes; (e) publish, post, distribute, disseminate, or otherwise transmit, defamatory, offensive, infringing, obscene, indecent, or other unlawful or objectionable confidential material or information; (f) make available, upload, or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms”, or any other harmful software; (g) remove any content or information from the Website, other than that permitted under the terms of this License; (h) falsify the true ownership of a Product or other material or information made available via the Website; (i) obtain or attempt to obtain unauthorized access, through whatever means, to the Website; (j) use the Website other than in accordance with this Agreement; (k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or (l) provide or allow access to the Website which exceeds the total number of Authorized Users in connection with use of the Product. 2.9 Breach If the Licensee breaches any of sections 2.1 to 2.8 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6.2, restrict the Licensee’s access to the Products, and take any other steps available to it at law. 3. THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES 3.1 Authorized Users Any password/ID issued by Nearmap to an Authorized User is personal and confidential to that Authorized User. If Nearmap suspects that any password/ID is being used by an unauthorized person, by a different Authorized User to the person to whom it was issued, or the number of Authorized Users has been exceeded, Nearmap may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretion; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees for the applicable Product, in respect of any such unauthorized use; and/or ATTY/AGR.2021.096/NearMap (Aerial Imagery Services) (Page 6 of 12)