END USER LICENSE AGREEMENT (EULA) For SKYBASE™ PatchMap Software Products
IMPORTANT- PLEASE READ CAREFULLY:
This SkyBase Geomatic Solutions Inc. End-User License Agreement (“EULA“) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as “You“) and SkyBase Geomatic Solutions Inc, AB, Canada, (henceforth, “SkyBase Solutions“) for the SkyBase Solutions software product that accompanies this EULA, including any associated media, printed materials, electronic documentation, login information or serial number key (the “Software Product“).
By installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not purchase, download, install, access or use the Software Product; instead, if you have purchased it in a sealed retail package You should return it to Your place of purchase for a full refund.
The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.
- GRANT OF LICENSE. This Section of the EULA describes Your general rights to install and use the Software Product The license rights described in this Section are subject to all other terms and conditions of this EULA.
- General License Grant to Install and Use Software Product. For each serial number key issued to you by SkyBase Solutions You may install and use one copy of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device (“Device”). You may make a second copy of the Software Product and install it on a portable Device for the exclusive use of the person who is the primary user of the first copy of the Software Product provided that the Software is not used on both Devices simultaneously. A license for the Software Product may not be shared.
- Alternative License Grant for Storage/Network Use. As an alternative to the rights granted in the previous section, You may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within Your business or enterprise to access and use the Software Product from other Devices over a private network, provided that You acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used, except however that any usage of map server functions from a separate Device exclusively via an interactive Internet browser that is generally marketed and available to the public shall not require a separate license for each such separate Device. A license for the Software Product may not be used concurrently on different Devices.
- General License Grant to Install and Use Subscription Product. The following licensing terms apply to You instead of the license grants in the previous two paragraphs if You licensed a subscription-based Software Product (a “Subscription Product”). You may install one copy of the Subscription Product on a single Device and use the Subscription Product for the term of Your subscription. You may also exercise the additional license rights described in the paragraphs below, but only for the term of Your subscription. The initial subscription period begins on the date You first activate Your copy of the Subscription Product and ends three hundred and sixty five (365) days thereafter. You cannot use the Subscription Product after Your subscription expires unless You renew or extend Your subscription. By renewing or extending Your subscription, You will be entitled to continue using the Subscription Product for a specified period of time beyond the date when Your previous subscription would have otherwise ended. All the terms and conditions of this EULA will continue to apply to Your use of the Subscription Product during any subsequent renewal periods unless otherwise specified. After the expiration of Your subscription, You can continue to open, view and print any documents You created with the Subscription Product.
- Additional License Grant for Data Sets. – The Software Product may include certain digital maps or digital cartographic data sets, other data sets, documents, photographs, clip art, animations, sounds, music and video clips (together “Data Sets”). If so, the following terms describe Your rights to the Data Sets:
- Except as specified in the next Section, You may use, copy and modify the Data Sets and distribute copies of the Data Sets, along with Your modifications, as part of Your software product(s) and service(s), including Your web site(s).
- You are not licensed to do any of the following:
- You may not sell, license or distribute copies of the Data Sets on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service are the Data Sets.
- You may not use or distribute any of the Data Sets that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity.
- You may not create obscene or scandalous works, as defined by federal law at the time the work is created, using the Data Sets.
- You agree to defend, indemnify, and hold harmless SkyBase Solutions, its officers, directors, shareholders, parents, agents, contractors, affiliates, subsidiaries, joint ventures, licensors, owners and employees, from any and all damages, costs, claims, taxes, levies, losses, expenses, fees, attorneys fees,liabilities or any other costs or expenses of any kind, including payment of same by You, that in any way arise from or result from the acquisition, licensing, possession, transfer or use or distribution of Data Sets as modified by You.
- You must include a valid copyright notice on Your products and services that include copies of the Data Sets.
- You may not permit third parties to distribute copies of the Data Sets except as part of Your product or service.
- Reservation of Rights. All rights not expressly granted are reserved by SkyBase Solutions.
- DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
- Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product. By way of example and not limitation such copy protection technology may require original media for use of the Software Product on the Device, may require dongles or other hardware mechanisms, may require the use of key codes, may restrict the Software Product installation to a single Device, may detect via a network if this EULA is being violated, may require Administrator login privileges for installation or may limit the number of re-installations allowed. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product.
- Authentication Keys. For correct function, this Software Product may require a serial number key, product activation key or other authentication keys (“Authentication Keys”). Such keys may be limited in number to limit the number of installations possible or for other copy protection purposes. If You lose any Authentication Keys SkyBase Solutions may charge You a fee to replace or re-issue lost Authentication Keys if, in SkyBase Solutions’s sole and exclusive choice, SkyBase Solutions chooses to offer such replacement or re-issuance services to You. Any Authentication Keys or other identifying information authenticating this license are licensed, confidential information and may not under any circumstances be disclosed to any third party except pursuant to a permanent transfer of this Software Product. You agree to allow Software Product to communicate with authentication servers from time to time without notice to authenticate the validity of any Authentication Keys required by Software Product to function. You agree to keep any such Authentication Keys strictly confidential (including any serial number keys issued to You by SkyBase Solutions). You agree that any disclosure of an Authentication Key issued to You shall result in the immediate termination of your rights under this EULA and cessation of function of Software Product.
- Not for Resale Software. If the Software Product is labeled “Not For Resale” or “NFR,” then, notwithstanding other sections of this EULA, Your use of the Software Product is limited to use for demonstration, test, or evaluation purposes and You may not resell, or otherwise transfer for value, the Software Product.
- Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA.
- Trademarks. This EULA does not grant You any rights in connection with any trademarks or service marks of SkyBase Solutions. You agree not to infringe any trademarks or service marks of SkyBase Solutions.
- Preservation of Notices. Any customization or configuration of Software Product by You must retain all SkyBase Solutions notices setting forth trademarks, copyrights, Software Product origin, licensing information, contact information for SkyBase Solutions, limitations on usage or references to any SkyBase Solutions sites in at least as prominent a fashion as in the original configuration of Software Product.
- No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product, except that commercial hosting services consisting of Internet publication of .map file projects using the map server embedded in the Software Product is permitted, provided that You acquire a license for Software Product for each server used for such hosting service.
- Indemnification. You agree to defend, indemnify, and hold harmless SkyBase Solutions, its officers, directors, shareholders, parents, agents, contractors, affiliates, subsidiaries, joint ventures, licensors, owners and employees, from any and all damages, costs, claims, taxes, levies, losses, expenses, fees, attorneys fees,liabilities or any other costs or expenses of any kind, including payment of same by You, that in any way arise from or result from the acquisition, licensing, possession, transfer or use of Software Product by You.
- Support Services. SkyBase Solutions may provide You with support services related to the Software Product (“Support Services”). Use of Support Services is governed by the SkyBase Solutions policies and programs described in the user manual, in “online” documentation, or in other SkyBase Solutions-provided materials. Any supplemental software code provided to You as part of the Support Services are considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that SkyBase Solutions may use technical information You provide to SkyBase Solutions as part of the Support Services for its business purposes, including for product support and development. SkyBase Solutions will not utilize such technical information in a form that personally identifies You.
- Software Transfer. Except as specified in this Section, the initial licensee of the Software Product may make a one-time permanent transfer of this EULA and Software Product only directly to an end user. This transfer must include all of the Software Product (including all component parts, the media and printed materials, any upgrades, any Authentication Keys, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and Software Product. Subscription Products are non-transferable.No transfers are permitted for Academic Licenses.
- Termination. Without prejudice to any other rights, SkyBase Solutions may terminate this EULA and/or order Software Product to cease functioning if You fail to comply with the terms and conditions of this EULA. This Software Product may automatically terminate this EULA and cease functioning if it detects a licensing violation such as, by way of example and not limitation, unauthorized simultaneous shared concurrent usage of this license on different computers. If this EULA is terminated by SkyBase Solutions You must destroy all copies of the Software Product and all of its component parts.
- Standard Software Product. If the Software Product is labeled as an upgrade, You must be properly licensed to use a product identified by SkyBase Solutions as being eligible for the upgrade in order to use the Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for Your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device.
- Subscription Based Software Product. The following terms apply to You instead of the terms in the previous paragraph if You licensed a Subscription Product. If SkyBase Solutions releases any upgrades or new versions of the Subscription Product during the term of Your subscription, You will be entitled to receive a copy of such upgrade(s) or new version(s) at no additional cost, except for any applicable connection charges, taxes, duties and shipping costs if You select fulfillment by mail. Such upgrades shall be considered part of the Subscription Product and subject to all of the terms and conditions of this EULA unless otherwise indicated in any license agreement that accompanies such upgrade or new version.
- INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software Product (including but not limited to any trademarks or service marks, digital maps or digital cartographic data sets, data sets, documents, images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by SkyBase Solutions or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software Product. You agree not to infringe any intellectual property rights in and to the Software Product.
- BACKUP COPY. After installation of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by SkyBase Solutions solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, you may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product.
- U.S. GOVERNMENT LICENSE RIGHTS. All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. Software Product is not licensed for provision to the U.S. Government pursuant to solicitations issued prior to December 1, 1995.
- APPLICABLE LAW. You agree that regardless of how You have acquired the Software Product, regardless of which download servers you may have used and further, regardless of any intermediaries, companies, personnel, clients, redistribution agents, facilities of any kind or intermediate communications channels of any kind that may have been used to connect to those servers in any way, to cache, mirror or transmit files in any way or to acquire installation files for the Software Product in any way, you agree this EULA will be interpreted under the laws of Hong Kong.In respect of any dispute which may arise hereunder, you consent to the sole and exclusive jurisdiction of the courts sitting in Hong Kong. You agree the Software Product is not licensed for acquisition, transfer or use in any jurisdiction where this EULA is not valid.
- EXPORT AND USE RESTRICTIONS. You agree the Software Product is not licensed for acquisition, transfer or use in any jurisdiction where in the event of litigation the substantially prevailing party is not automatically granted attorney’s fees and costs, payable by the substantially non-prevailing party. You agree to possess, transfer and use Software Product only in jurisdictions where the possession, transfer and use of Software Product is permitted by law.You agree to comply with all applicable international and national laws that apply to the Software Product, including export control regulations if applicable to you, as well as end-user, end-use and destination restrictions issued by governments that have jurisdiction over You.
- TRIAL EDITIONS. The provisions of this paragraph shall supercede the provisions of any other paragraph of this EULA. If this Software Product was provided by SkyBase Solutions explicitly labeled in the startup dialogs as a “Trial” this EULA is limited as set forth by SkyBase Solutions in its transmission of Software Product to You, or as set forth in the startup dialogs associated with Software Product. Any such limitations shall supercede any other provision of this EULA. Such limitations may be (by way of example and not limitation) a limited period of authorized operation commencing from the time of installation, a limited number of invocations of Software Product, some limitation as to the number of features enabled or processing capacity, or any combination of these or other limitations. You may NOT modify Software Product or operate Your computer system or Software Product in a manner that defeats the limitations set forth with the Trial. You may NOT remove any dialogs or other information associated with Software Product that set forth such limitations. Trials of Software Product may NOT be copied and may NOT be transferred to any third party. If a limitation set forth with a Trial specifies a licensed period of authorized operation (“Trial Period”) that is less than the 30 day period (“Warranty Period”) set forth in the Limited Warranty provisions of this EULA, then the Warranty Period shall be reduced to the length of the Trial Period.
- NO FAIL-SAFE USES AUTHORIZED. The Software Product has been created using industry standard personal computer software technology. Personal computer software technology is not fault tolerant and thus this Software Product is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as (by way of example and not limitation) in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the personal computer technology employed in Software Product could lead directly to death, personal injury, or severe physical or environmental damage.
- LIMITED WARRANTY.
- SkyBase Solutions warrants that the Software Product will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt.
- If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
- Any supplements or updates to the Software Product, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the thirty (30) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
- LIMITATION ON REMEDIES: NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by SkyBase Solutions, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet SkyBase Solutions’ Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 13 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.
- YOUR EXCLUSIVE REMEDY. SkyBase Solutions’ and its suppliers’ entire liability and your exclusive remedy shall be, at SkyBase Solutions’s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty and that is returned to SkyBase Solutions with a copy of your receipt. You will receive the remedy elected by SkyBase Solutions without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to SkyBase Solutions). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
- DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, SkyBase Solutions and its suppliers provide the Software Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT.
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SkyBase Solutions OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SkyBase Solutions OR ANY SUPPLIER, AND EVEN IF SkyBase Solutions OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of SkyBase Solutions and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by SkyBase Solutions with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the SOFTWARE Product or U.S.$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11, 12 and 13 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and SkyBase Solutions relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any SkyBase Solutions policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.